Tuesday 17 July 2018

High Court sets date to rule on Conroy Gold case

Richard Conroy, Conroy Gold and Natural Resources chairman
Richard Conroy, Conroy Gold and Natural Resources chairman

Ray Managh

The legality of a bid by Conroy Gold and Natural Resources chairman Richard Conroy to block the appointment of three new directors to the company board will be determined by the High Court in mid-September.

Mr Justice Max Barrett agreed with lawyers for the company and its largest single shareholder Patrick O'Sullivan, who favours the appointment of the new directors, that a full trial of the dispute between the parties should be heard urgently.

Jim O'Callaghan SC, counsel for Mr O'Sullivan, told the court that the main issue to be decided was whether or not a vote to appoint the new directors was validly taken in accordance with the company's articles of association requiring prior notification.

Mr O'Callaghan, who appeared with Bernard McEvoy of solicitors McEvoy Corporate Law, said it was Mr O'Sullivan's contention that the appointment was valid in that the articles of association had been complied with.

Brian O'Moore SC, counsel for the company, told Judge Barrett that Conroy Gold considered the appointments to be invalid, in that no prior notification of their appointment had been provided.

He agreed the issue to be decided was whether or not refusal of the company to recognise the vote was valid.

Mr O'Callaghan said Mr O'Sullivan was the largest single shareholder in the company, with a 28pc shareholding. He had called an extraordinary general meeting of the company for August 4 because he was dissatisfied with the way matters were being run.

A resolution to have six directors removed had been accepted by the meeting, but a vote to elect three new directors had been refused by the chairman on the basis no prior notification had been given.

He said he and Mr O'Moore had agreed that the whole matter should be determined promptly rather than going down the road of seeking injunctive relief followed by a full hearing. They had agreed on a specific timeline for matters to proceed.

As a result of agreement between counsel for an early hearing Judge Barrett agreed to the notice of motion before the court being amended to seek the setting aside of such actions and decisions as had been taken by the board and relevant declarations.

Mr O'Callaghan said that while his client was not pursuing an interlocutory injunction today he wished it to be known that if steps were taken to dilute his shareholding he would be seeking to have such action set aside by the court. He said there was significant urgency from everyone's point of view. Judge Barrett put the matter in for full hearing on September 14.

Irish Independent

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