Mr Liam Carroll, the largest shareholder in property company Dunloe Ewart, resorted to megaphone diplomacy at the company's annual general meeting in Dublin yesterday. Mr Carroll, who owns 27.3 per cent of the company, did not attend in person but was represented by his solicitor, Mr Garret O'Reilly, who opposed two out of seven motions put to the meeting, insisting on polls being called instead of the usual show of hands.
One motion sought shareholder permission to hold the next a.g.m. in Belfast and the other was to give the board authority to issue shares worth up to 5 per cent of the company's value for cash.
The first motion was passed but the second was defeated as it needed 75 per cent support and Mr Carroll controls 27.3 per cent of the group. Mr Carroll is the principal of Zoe Developments, the largest and most successful apartment development company in Dublin.
Since he started buying into Dunloe last December, he has resolutely declined to talk to both the company itself and the media.
Yesterday was no different and Mr Carroll's advisers refused to explain why they had opposed the two motions while supporting five others, including one allowing the board issue shares worth up to one-third of the company's value under certain circumstances.
Mr Carroll also supported a resolution giving the company authority to buy back up to 10 per cent of its shares on the market.
It was left to Mr Noel Smyth, the chairman of Dunloe, to speculate as to what might be Mr Carroll's motives. He suggested that, by opposing the motion to hold the board meeting in Belfast, Mr Carroll might be sending a signal that he did not believe the company should be active in that market.
The reasons for Mr Carroll's opposition to the other motion were harder to divine. Mr Smyth postulated that Mr Carroll might be concerned that his stake would be diluted as any shares issued on foot of the motion would go to someone friendly to Mr Smyth and the board. The placement of an additional 5 per cent could dilute Mr Carroll below the 25 per cent level which allows him block specil resolutions requiring 75 per cent support. If Mr Smyth took the shares himself it would take his stake to 27.5 per cent, making him the largest shareholder.
The Dublin builder is unlikely to have similar concerns about the other motion allowing one-third of the company's shares be issued, because he would be allowed keep his stake at its present level in that eventuality.
Mr Carroll has been a thorn in Mr Smyth's side since buying a stake in Dunloe last September, forcing him to abandon plans to take the company private. Mr Smyth subsequently proposed the disposal of most of the company's non-Irish assets with the proceeds being used to fund a share buyback. Although Mr Carroll supported the property sales, he blocked the buyback of 34 million shares.
Mr Smyth told the meeting yesterday that Dunloe Ewart had sold #197 million (£155 million) worth of properties in the past seven months, of which #156 million was investment property and the remainder development sites in Dublin.
The chairman also announced that Mr Phillip Byrne, the managing director of the company, was to step down at the end of the year to pursue other property interests. Mr Byrne has been charged with insider trading in Dunloe shares in 1997 while having information in his capacity as a director of Aviette, a firm associated with Dunloe. If convicted he faces up to 10 years in prison, a fine of £200,000, or both.