Carroll attempting to purchase all of Dunloe

The property developer Mr Liam Carroll is attempting to buy all of Dunloe Ewart. The purchase could cost him €136 million.

In a statement to the Stock Exchange, a company controlled by Mr Carroll called Rambridge Ltd said it was "carrying out work which may or may not lead to an offer being made for the entire issued share capital of Dunloe Ewart".

The Takeover Panel subsequently issued a statement saying it considered Dunloe to be in an offer period.

Rambridge is an Irish-registered company, which was established in August of this year.

There was no further comment from Mr Carroll yesterday.

Mr Pascal Taggart, who bought 27.1 per cent of Dunloe last week from company chairman Mr Noel Smyth, would not comment yesterday when asked if he was in discussions with Mr Carroll. Mr Taggart has said he wishes to sell his stake on in the short term.

Mr Carroll has built up a 29.9 per cent stake in Dunloe and must make a bid for the entire company if his shareholding exceeds 30 per cent.

Mr Dermot Desmond's IIU Ltd has built up a 16.9 per cent stake in Dunloe and Mr Philip Monahan's Monarch Properties has built up a 6.7 per cent stake.

There was no comment from IIU yesterday and a spokesman for Monarch said it had not done any deal for the sale of its shares.

If Mr Carroll can acquire the shares owned by Mr Taggart, Mr Desmond and Mr Monahan, then he will control 80.6 per cent of Dunloe. An excess of 80 per cent of votes is required for some motions to be passed in relation to the company's affairs.

Mr Desmond and Mr Monahan have called for an extraordinary general meeting. It will be held on December 18th at the Westbury Hotel, Dublin, irrespective of whatever share dealings take place in the meantime.

The two businessman have said that, if they got control of Dunloe, they would use its cash reserves to buy back shares at 50 cents per share. If they and the rest of the company's shareholders sell out to Mr Carroll at that price, it will cost him €135.8 million to buy all the shares he does not own.

The company's independent directors, Mr Tim Kenny and Mr Noel Murray, have questioned the timing and the scale of the share buyback being proposed by Mr Desmond and Mr Monahan. They have also said that the resources currently held by the company could only buy "a small proportion of each shareholder's holding at the price indicated".

Mr Smyth made more than €30 million profit when he sold his Dunloe stake to Mr Taggart at 45 cents per share.

If Mr Taggart can sell his shares on for 50 cents, he will make a profit of more than €5 million. He bought the shares last week.

Mr Desmond and Mr Monahan would also make substantial profits on their shareholdings.

The shares closed at 48 cents yesterday, up 3 cents and the highest price so far this year.

The Takeover Panel yesterday reprimanded Mr Taggart for breaching its rules but said it would take no action. The breach involved a rule concerning the purchase of substantial shareholdings.

On November 14th, the panel was told that Mr Taggart had agreed a deal with Mr Smyth for the purchase of 26.1 per cent of Dunloe from Mr Smyth and his immediate family.

When the purchase was confirmed, on November 18th, the panel was told Mr Taggart had purchased 27.1 per cent of Dunloe. The extra 1 per cent was owned by five individuals who were not related to Mr Smyth. Therefore, the purchase was not from a "single shareholder" as defined by the panel's rules.

However, the panel said that because it had been told of the intended purchase of 26.1 per cent, the panel did not consider, "in the overall context of the transaction, that the purchase of the aggregate shares held by these five individuals is so material as to warrant a sell-down by Mr Taggart of such shares".