Business Irish

Monday 20 November 2017

Topaz owners say consideration of €4.7m not paid

Photo: Arthur Carron/Collins
Photo: Arthur Carron/Collins

Tim Healy

THE company that was behind the Topaz fuel and convenience store chain is suing a Dublin-registered company for €4.7m over alleged failure to complete a share purchase agreement.

Kendrick Investments, an Isle of Man-registered company which holds 99pc of issued share capital in Topaz Energy Group Ltd, says Circle K Holding Ireland Ltd, Earlsfort Terrace, Dublin, made a €1.8m payment as part of the overall €7m share purchase agreement but failed to pay the balance of €4.7m.

Kendrick is seeking judgment against Circle K for €4.7m and the case has been admitted to the High Court's fast track commercial division.

Circle K Holding Ireland Ltd denies the claims.

In an affidavit, Kendrick director Dermot Hayes says under the December 2015 agreement involving his firm and certain convenantors, Kendrick agreed to sell its shares in TEGL to a company called "9121-2738 Quebec Inc".

Under an assignment of rights (deed of novation) mechanism between Kendrick, businessmen Denis O'Brien, Emmet O'Neill and Sean Corkery, and also with Circle K Holding Ireland, another company called Circle K IOM Ltd as well as with 9121-2738 Quebec Inc, it was agreed Circle K Ireland would assume the rights, benefits, obligations and liabilities of the Quebec company under the share purchase agreement.

Mr Hayes says it was a term of the share purchase agreement that the defendant would pay Kendrick €7m by way of what was called the "Dublin Port Additional Consideration".

This related to a February 2016 lease for certain premises at Dublin Port and a retail lease which was not to be terminated before August 2017.

Mr Hayes says the Dublin Port consideration was satisfied and the €7m became payable, less an agreed €480,000 related to working capital.

However while Circle K Holding Ireland paid some €1.8m in September 2013, the remaining €4.7m was still owing.

Kendrick demanded payment on September 23 last but Circle K failed to pay the balance.

Mr Hayes says the defendant company has raised a "wholly unmeritorious" breach of warranty claim.

In correspondence, he says, it was suggested Kendrick had failed to disclosed details of the financial situation relating to the Exol Group.

Mr Hayes says the breach of warranty claim is spurious and it is clear the issue Circle K complains of was "appropriately disclosed prior to the completion of the transaction."

Irish Independent

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