Knives are out in battle for shareholder approval

An attack on Mr Noel Smyth's stewardship of Dunloe Ewart was launched yesterday by Mr Dermot Desmond and Mr Philip Monahan.

They accused Mr Smyth of trying to gain control of Dunloe on the cheap. They also said that, while shareholders had not received any dividend from 1996 to 2001, inclusive, parties related to Mr Smyth had received approximately €9 million in payments and fees.

The two men said Mr Smyth's offer to buy Dunloe was not at a 2 per cent premium to net assets, as said by the company's independent directors. Mr Smyth's offer, at 42.5 cents per share, valued the company at €167 million.

Mr Desmond and Mr Monahan said the valuation of the Cherrywood site indicates that Dunloe, which owns 50 per cent of Cherrywood, has assets worth €183.8 million. This means the offer from Mr Smyth would make for a 10 per cent discount of net assets, as against a 2 per cent premium, they said. The two men also said the agreement to reimburse Mr Smyth's company, Valdot, with €1.67 million in expenses should a higher offer be made for Dunloe, was unacceptable given the "inadequate" value of the offer.

Payments to parties associated with Mr Smyth and listed by Mr Desmond and Mr Monahan included:

legal fees to Noel Smyth & Partners totalling €4.3 million since 1996;

payments of €4.12 million to OMS Architects, in which Mr Smyth's brother John is a partner, since 1996;

lease payments of €0.48 million for the company's premises, to Santerese Trust Company, a company in which Mr Smyth has a controlling interest; and

payments of €55,915 to Mike Smyth Productions for a corporate video. Mr Mike Smyth, the owner of Smyth Productions, is Noel Smyth's brother.

The two men said Dunloe had also sold apartments to Mr Smyth's family members and to persons connected with Noel Smyth & Partners. It is thought many, if not all, of these matters have been published by Dunloe over the years.

An undated letter outlining these matters and addressed to "Dear Shareholder", was released from the IIU offices yesterday along with a press release issued by IIU and Monarch Properties.

There was no response to the statement last night from Mr Smyth but one is expected in the near future. Mr Desmond, Mr Monahan and another major Dunloe shareholder, Mr Liam Carroll, together own in excess of 50 per cent of Dunloe as of last Friday.

Mr Smyth may not proceed with his offer for Dunloe given that shareholders who seem to be opposed to him now control more than 50 per cent of the company.

Mr Desmond and Mr Monahan have submitted resolutions for the extraordinary general meeting, which would see the appointment of the following men to the Dunloe board: Mr David Harrison, Mr Brendan Murphy, Mr Paul Monahan, Mr Philip Monahan and Mr Brendan Timbs.