Tag Archives: Denis O’Brien

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From top: Former IBRC chairmen Alan Dukes (left) and CEO Mike Aynsley in 2010, Denis O’Brien and Siteserv logo

You may recall how Kildare North Independent TD Catherine Murphy has been asking questions of Finance Minister Michael Noonan about the sale of Siteserv to Denis O’Brien’s company Millington.

Well. She’s received another reply.

But, first, to recap…

Siteserv – of water meter fame – was founded in 2004 by chief executive, Brian Harvey, with backing from Niall McFadden of Boundary Capital.

In October 2009, McFadden – who at that point owned 6.7% of Siteserv – quit Boundary, as he battled to repay loans to Anglo Irish Bank.

In March 2012, Denis O’Brien, who owed hundreds of millions of euro to Anglo, bought Siteserv for €45.4million from IBRC, formerly known as Anglo Irish Bank, while Siteserv owed Anglo €150million.

Arthur Cox represented both sides of the sale.

The sale involved IBRC writing off €100million of Siteserv’s debt, and the distribution of €5million to Siteserv’s shareholders, including Harvey, Chris Neate and John Neal, with Harvey remaining in the business.

At the time of the sale, the Sunday Business Post reported that Australian hedge fund Anchorage Capital had offered a higher price for the company.

It reported:

“Sources said that Australian hedge fund Anchorage Capital had put more money on the table, but elements of the offer were considered less attractive then the O’Brien bid. O’Brien was chosen as the preferred bidder, with Anchorage in second place. Some ten companies were involved in the initial bidding process. Sources said that some of the underbidders were unhappy with the sale process, although this is not uncommon. However, more than half of the shareholders have already voted in favour of the deal, which would suggest that it is a fait accompli. It is understood that the higher offer was made at a late stage in the sale process, which was handled by Davy Corporate Finance.

“As part of the deal with O’Brien, shareholders will get about €5million, but the rest will be used to satisfy debt owed to the Irish Bank Resolution Corporation, which was formerly Anglo Irish Bank. IBRC will have to take a hit of more than €100 million, as the bank had advanced more than €150 million in loans to the company. However, the deal needed to garner the support of shareholders, which is why there was a sweetener in the deal for investors.”

Also around that time, it was reported that French company Altrad claimed it was denied the opportunity to make an offer for Siteserv – saying it had been prepared to offer €60 million for the firm but that it was ‘effectively denied the opportunity because its representative was told the Irish group was not for sale’.

Ray Neilson, a senior manager with Altrad, told the Irish Times that he had emailed Harvey four times before the deal was agreed with O’Brien but that he was told the firm was not for sale – a claim Siteserv rejected.

Indeed, just a few weeks ago – following questions from Murphy – Siteserv released a statement saying:

“In terms of media comment concerning a competitor, Altrad Group, Sitserv PLC (in liquidation) said at the time of the transaction, that neither its board or its advisors ever received any formal approach or offer from Altrad prior to accepting the Millington offer and that any claims regarding a proposed formal or executable offer for Siteserv PLC were spurious and vexatious.”

Readers may wish to recall how, at an EGM of Siteserv – after its sale to Denis O’Brien and during which Altrad claimed it had offered €60million for Siteserv – Donal Donovan, of the Irish Independent reported:

“[Ray] Neilson claimed his firm should have been allowed to table an offer to buy Siteserv before bids for the company closed last month. The Altrad representative said his firm made an initial approach to Sitserv chief Brian Harvey back in September, but only learned of the planned sale of the company once the process ended in March. He questioned whether the board was aware of the French interest and claimed Altrad’s offer could be worth 33pc more than the bid accepted by the board.”

CEO [Brian] Harvey confirmed he had received a number of approaches from Altrad executives in the run-up to the sale, but that they had been informal and vague. No offer to buy the business had been put to him. Mr Cooney said an approach from Altrad had only been made on Tuesday, after the EGM to vote on the sale of Sitserv had been called. He said the Altrad approach was non-binding and indicative.”

A few weeks ago, in another reply to Murphy, Noonan revealed that there were concerns raised about the Siteserv deal.

He said:

“Through this review, Department of Finance officials were made aware of certain aspects of the transaction which raised concerns with the quality of some of the decisions taken in respect of this transaction, including, among others, that legal advisors to the company referred to in the question had also acted for the purchaser, that a payment had been paid to the shareholders of the company referred to in the question, that some of those shareholders were members of the Board of the company referred to in the question and that a significant proportion of those shareholders appeared to be clients of the financial advisor on the transaction to the company referred to in the question.”

Further to this, Ms Murphy asked the Minister for Finance  for specific details surrounding the bidding that led up to the sale of Siteserv – to essentially find out why Millington won the bid.

Mr Noonan said that, following a meeting about the sale in May 2012, and a further review of the sale in June 2012, another meeting was held on July 25, 2012, between him, his officials,  IBRC’s chairman, former Fine Gael leader Alan Dukes, and IBRC’s CEO, Mike Aynsley.

In the meeting, Noonan’s officials raised a number of concerns with IBRC. Their concerns included:

“…the decision to allow the sale process to be held by advisors of Siteserv, the bidding process, entering into exclusivity with one of the bidders and the decision to exclude trade buyers.”

Mr Noonan also revealed that yet another meeting was held in August 2012 between the former secretary general of the department of finance, John Moran, and Aynsley, at which point, “the transaction had been concluded and no further action could have been taken”.

You may recall that last December, Mr Noonan stated that IBRC acted “at an arm’s length to the State” and that “commercial decisions in relation to IBRC were solely a decision for the bank.”

This was Ms Murphy’s latest question:

“To ask the Minister for Finance in respect of the departmental review of the sale of Siteserv to Millington by the Irish Bank Resolution Corporation, the process that resulted in him being convinced that the sale amounted to the best outcome for the State; if he and his officials looked at both rounds of bids; if so, the number and name of the companies that made bids in the first round; the place in the hierarchy Millington fell; the number of those bids that went forward to the second round; the criteria for moving to the second round; the place Millington, the winning bid, fell in the hierarchy in terms of the amounts bid; if the tender process was uniform for all bidders; if not, the reason for same; if not, the way the bids were ranked; and if he will make a statement on the matter.”

Michael Noonan’s responded yesterday:

“I am advised that, on foot of a meeting between officials from my department and senior management of IBRC held on 31 May 2012, it was agreed that my department would review this transaction to better understand the decisions taken by IBRC.

This review took place by way of a meeting between officials from my department and senior management of IBRC, on 11 June, 2012. At this meeting, IBRC officials explained how the sale process was conducted, from the selection of the original 50 candidates through to the 8 bids ultimately submitted and the selection of the winning bidder [Denis O'Brien's Isle of Man vehicle Millington].”

“Following this review, a further meeting was held on 25 July 2012, which I attended along with officials from my department and the chairman [former Fine Gael lead Alan Dukes] and CEO [Mike Aynsley] of IBRC.

At this meeting, the transaction referred to in the question was discussed further, along with a number of other topics. I can confirm that at this meeting, it was put to senior management of IBRC that officials in my department had concerns with a number of decisions taken by IBRC in relation to the sale of Siteserv, including the decision to allow the sale process to be held by advisors of Siteserv, the bidding process, entering into exclusivity with one of the bidders and the decision to exclude trade buyers.

It was at this meeting that senior management of IBRC confirmed to me that the transaction involving the sale of Siteserv was thoroughly assessed by the board of IBRC prior to them approving it and that the transaction was managed in the best manner possible to achieve the best result for the State.

A further meeting between the former secretary general of the department of finance, John Moran, and the then CEO [Mike Aynsley] of IBRC took place in August 2012 at which this matter was also further discussed. A that point, the transaction had been concluded and no further action could have been taken”

“Notwithstanding the fact that a new Relationship Framework had been put in place, it was decided (following the meeting with John Moran and the then CEO of IBRC [Aynsley] in August 2012) that a senior department of finance official would be seconded to IBRC to explore opportunities for deleveraging with a view to maximising the recovery for the taxpayer.

This had the additional benefit of providing greater oversight while supporting the management team. The secondment of Neil Ryan to IBRC commenced shortly after.’

There you go now.

Previously: ‘The Best Deal For The State’

Denis O’Brien, Fine Gael And The Water Meter Deal

(Photocall Ireland)

Thanks Catherine Murphy

denis-O-brien111-539x2870008ce60-642From top: Denis O’Brien: Catherine Murphy TD

You may recall how Catherine Murphy, Independent TD for North Kildare, has been asking questions of Finance Minister Michael Noonan in the Dáil about IBRC’s sale of Siteserv to Denis O’Brien.

Mr O’Brien bought it for €45.4million cash while Siteserv owed Anglo €150million.

The sale involved IBRC writing off €100million of Siteserv’s debt with €5million distributed to Siteserv’s shareholders.

After the sale of Siteserv to Mr O’Brien, GMC Sierra won a State contract to install water meters. GMC Sierra is comprised of GMC Utilities Group and Sierra Support Services Group. Sierra is a subsidiary of Siteserv.

It was previously reported that Australian hedge fund Anchorage Capital offered a higher price – €52million – but that ‘elements of the offer were considered less attractive then the O’Brien bid’.

And that French company Altrad claimed it was denied the opportunity to make an offer for Siteserv – saying it had been prepared to offer €60million – but that it was ‘effectively denied the opportunity because its representative was told the Irish group was not for sale’.

Last December, Ms Murphy raised her concerns about GMC Sierra’s water meter contract, in the Dáil, asking how could GMC Sierra be awarded a contract [by former Environment Minister Phil Hogan] for water meters even though it didn’t legally come into existence until July 15, 2013, 15 days after the closing date for bids.

She also asked Finance Minister Michael Noonan if he was satisfied that the IBRC acted in the best interests of the State when it sold Siteserv to Denis O’Brien/Millington.

In his reply, Mr Noonan stated that the IBRC acted “at an arm’s length to the State” and that “commercial decisions in relation to IBRC were solely a decision for the bank.”

In another question, Ms Murphy asked Minister Noonan to furnish her with the so-called Relationship Framework and Operational Protocol which oversaw the interactions between the Finance Minister and the former management and board [headed by Alan Dukes, former Fine Gael leader] of IBRC before it was liquidated.

Ms Murphy asked Mr Noonan to indicate to her the precise financial thresholds under the framework which would have “triggered mandatory consultation in advance of a transaction and/or disposal”.

In a reply on February 26 last, Minister Noonan confirmed to Ms Murphy that the bank would consult with the minister in relation to “any transaction which resulted in an adverse impact on total regulatory capital of the bank of greater than €100million would require interaction between the minister and the IBRC”.

Further to this, Ms Murphy then asked, if that was the protocol, why wasn’t Minister Noonan involved in discussions with IBRC, regarding the Siteserv sale.

In a reply, Minister Noonan stated that the protocol only came into effect on March 29, 2012 – 14 days after the Siteserv sale was completed.

Yesterday, Ms Murphy received three more answers from Minister Noonan in relation to records kept of meetings between Minister Noonan and IBRC in respect of the Siteserv sale; if IBRC extended a €10million credit facility to Siteserv between 2010 and its sale in 2012; and about IBRC’s reported rejection of a higher offer for Siteserv.

In his responses, Minister Noonan said the file notes, minutes and other records regarding his meetings with IBRC are currently the subject of Freedom of Information requests and will be released in due course.

As for the €10million credit facility, he said it wouldn’t have been typical for decisions around credit facilities to be disclosed or discussed with Department of Finance officials.

And, as for the higher offer for Siteserv, he said a company which made a higher bid made representations to the Department of Finance, prompting officials from the department to meet with IBRC. At this point, IBRC chairman – and former Fine Gael leader – Alan Dukes reassured the Department of Finance officials that the transaction was the best result for the State.

Minister Noonan also said minutes and records pertaining to these meetings are subject to Freedom of Information requests and will be made available upon their release.

However, here is a more detailed account of Ms Murphy’s questions and answers…

In her first question, Ms Murphy asked if records were kept of any meetings Minister Noonan or his officials held with IBRC in respect of the Siteserv sale; what questions he raised in respect of payments to the directors of Siteserv, in light of the debt that was written off; what questions he raised in respect of the number of tenders considered; why Millington’s bid was more deemed to be more advantageous to the State and the questions he raised in respect of this who were involved in the tender process.

In response, Minister Noonan said:

“As way of background on the transaction referred to in the question, following a meeting between officials from my Department and senior management of IBRC held on 31 May 2012 it was agreed that my Department would review this transaction to better understand the decisions taken by IBRC. This review took place, by way of a meeting between officials from my Department and senior management of IBRC, on 11 June 2012. Following this review, a further meeting was held on 25 July 2012, which I attended along with officials from my Department and senior management from IBRC. At this meeting, the transaction referred to in the question was discussed further, along with a number of other topics. A further meeting between the former Secretary General of the Department of Finance, John Moran, and the then CEO of IBRC took place in August 2012 at which this matter was further discussed.”

“The file notes, minutes and other records regarding these meetings are currently the subject of Freedom of Information requests and will be released in due course as part of these Freedom of Information requests should officials in my Department consider their full release to be appropriate. The Deciding Officer will make the materials released under these Freedom of Information requests available to you upon their release.”

“Until those decisions are made by the Deciding Officer, I can confirm that at the meeting which I attended on 25 July 2012, it was put to senior management of IBRC that officials in my Department had concerns with a number of decisions taken by IBRC in relation to the sale of the company referred to in the question including the decision to allow the sale process to be led by advisors of the company referred to in the question, the decision to exclude trade buyers, the timing of exclusivity and the payment to shareholders. Senior management of IBRC confirmed to me at this meeting that the transaction involving the company referred to in the question was thoroughly assessed by the Board of IBRC prior to them approving it and that the transaction was managed in the best manner possible to achieve the best result for the State.”

Secondly, Ms Murphy asked Minister Noonan if IBRC extended a €10million credit facility to Siteserv between 2010 and its sale in 2012; if he’d confirm that all due diligence procedures were followed in advance of the forwarding of this line of credit; and if the €10 million or outstanding portion thereof was specifically recovered through the sale of Siteserv or if the money was written down entirely.

In response, Minister Noonan said:

“In relation to the Deputy’s query on a €10 million credit facility extended to the company referred to in the question between 2010 and the sale of the company in 2012, I am advised that it would not have been typical for decisions around credit facilities to be disclosed or discussed with Department of Finance officials unless required under the Relationship Framework which governed interactions between the Bank and the Department of Finance as these activities typically would have been within the ordinary course of business for the Bank.”

“Officials in my Department have also contacted the Special Liquidators but they are unable to comment on individual cases as the information requested is confidential and it would not be appropriate for them to release such information. This being the case, I am unable to comment further on this matter.”

Finally, Ms Murphy asked Minister Noonan, if he’d confirm the media reports that IBRC had turned down a higher offer for Siteserv because one element of that proposal included a mandatory eight-week due diligence exercise.

She also asked if Minister Noonan was aware that if IBRC had chosen this reported bid, the new framework agreement would have been in place once the said eight-week period had expired. She then asked if he felt the sale of Siteserv was rushed and, if so, why.

In his response, Minister Noonan said:

“As part of parliamentary question 97 which was answered on 12 March 2015, the Deputy is aware of the process which was undertaken to introduce a revised Relationship Framework for IBRC and the reasons behind this.”

“In relation to the sale of the company referred to in the question, it was after representations made by an unsuccessful bidder in the process and subsequent meetings between that party and officials in my Department that my officials met with IBRC and undertook a review of this transaction. Following this review, my officials were made aware that the transaction involving the sale of the company referred to in the question was run by the company referred to in the question along with its advisors. This review raised concerns with the quality of some of the decisions taken in respect of this transaction, including, among others, that a higher bid for the company referred to in the question was received after entering into an exclusivity agreement with the ultimate winning bidder.”

“In light of concerns stemming from the review of the transaction by officials in my Department, I subsequently met with IBRC’s Chairman [Alan Dukes] and CEO to discuss this transaction. The Chairman and CEO confirmed to me that the transaction process and its terms had been thoroughly assessed by the IBRC Board and that the transaction was managed in the best manner possible to achieve the best result for the State.”

“The file notes, minutes and other records regarding the review of this transaction by my officials are currently the subject of Freedom of Information requests and will be released in due course as part of these Freedom of Information requests should the Deciding Officer consider their full release to be appropriate. The Deciding Officer will make the materials released under these Freedom of Information requests available to you upon their release.”

You Want Transparency?

Denis O’Brien, Fine Gael And The Water Meter Deal

‘I’m Getting Fed Up Of The Constant Questioning From Catherine Murphy’

Thanks Catherine Murphy

catherinemurphy

siteserv-sean-corkery-03Catherine Muprhy (top) and Sean Corkery, CEO of Siteserv (above)

Bless.

Further to growing concern regarding the purchase of the company responsible for the installation of water meters in Ireland.

Sean Corkery, CEO of Siteserv, the business bought by Denis O’Brien from IRBC with a €100 million write off that was subsequently awarded the meter contract, went on Morning Ireland to help clear up some outstanding matters to presenter Gavin Jennings.

Grab a hot tay.

Gavin Jennings: “If you’ve had a water meter installed outside your home in Dublin or the Midlands South East or the North West it’s likely that it was done by a company called GMC Sierra, it’s a subsidiary of Siteserv, a company which was bought three years ago by a company owned by businessman Denis O’Brien called Millington.
At the time it owned, owed rather, €150 million to IBRC, Anglo-Irish Bank. And when it was bought, for €50million , the other €100 million Euro of debt was written off, in other words the State, or the taxpayer, took the hit. Now, the Minister for Finance says his Department looked into the deal, and IBRC’s role in it, and that its officials, to quote, were made aware of certain aspects which raised concerns with some of the quality of some of the decisions, that the same law firm, Arthur Cox, acted for both buyer and seller, and that Siteserv shareholders were paid, but, that he was assured by IBRC that the deal was managed to get the best result for the country. Michael Noonan was responding to Dail questions from Independent TD Catherine Murphy, whom we talked to earlier. The Chief Executive of Siteserv, Sean Corkery, is on the phone now. Sean, good morning to you.”

Sean Corkery: “Good morning Gavin. Thank you for having me on. I’m pleased to clarify any misunderstandings on this.”

Jennings: “You issued a statement yesterday in response to [North Kildare TD] Catherine Murphy’s response to Michael Noonan. Again, you defended the deal as being best practice and above board. If it was above board, how come when the Department of Finance, when they came looking, found certain aspects which raised concerns with the quality of some of the decisions made?”

Corkery: “Well first, you know, it was the Minister who looked into it, he said it was above board, done best for the taxpayer, what he said yesterday in his statement was that, I’m getting, I’m getting a little bit fed up of the constant questioning from Catherine Murphy in the sense that it’s the same question, I think she knows what the answer is in that it is that everything was completely above board and I’m trying to run a company I’m the CEO of that company, when statements are made that are untrue they affect, you know, customers, suppliers and employees. So what was said yesterday was that the Minister looked into it, there was one or two issues that he raised, one was around the same legal company and I think the other was around the payment to the shareholders, and he said that having checked it out everything was above board. I should say further that, listening here this morning, the payment made to the shareholders were of course the shareholders of Siteserv plc.”

Jennings: “Yes.”

Corkery: “And nothing to do with the purchasing entity, which is Millington, which is a company which is owned by Denis O’Brien.”

Jennings: “Okay, can I ask you about some of those concerns which were raised. Why was the same law firm used by both the seller and the buyer and how is that not a conflict of interest?”

Corkery: “Well, I don’t know exactly why, but I’ve come across it myself a number of times where two companies that have nothing to do with one another could be using the same legal company, they end up one purchasing the other or having some kind of a relationship and legal firms are quite familiar with dealing with that and they have, you know, a different professional dealing with the two different companies and obviously there are very clear guidelines and Chinese walls as the Minister mentioned yesterday. It wouldn’t be unusual…”

Jennings: “But can you explain to me, I don’t understand and I’m sure a lot of our listeners don’t understand, what are Chinese walls in these situations…”

Corkery:Chinese walls are, you know, the legal firm, absolutely committing on a professional basis that information doesn’t pass between the professional dealing with one company and the professional dealing with the other, irrespective of the fact that they might be employed by the same legal firm. I think something like that makes a headline and for somebody listening in this morning they might say, oh that’s unusual, maybe there’s something to that, I would say if you check out a lot of corporate legal firms it’s quite, usual but in any case I mean, we weren’t there at the time, we were the company who came in to purchase the company, we had our legal firm they were, they had theirs it turns out it was the same legal firm, but the point there I wanna make is that this company, it was doing very badly, it ran up a huge debt based on accumulated losses and the IBRC discounted the company and put it up for sale, a lot of people looked at it, everybody was, you know, offered the same price and the same discount and the entrepreneur Denis O’Brien came along and took the risk on it, and it was a risk, I came in from multinational companies and I can tell you…”

Jennings:ESAT, you came in from ESAT, isn’t that right?”

Corkery: “no, I came in from Dell I spent 13 years with Dell and 13 years with Apple.”

Jennings: “You were involved with ESAT before, that is that right?”

Corkery: “I was, I was but what I can tell you is, when I came in, Siteserv was in bad shape, whoever bought that company…”

Jennings: “Okay, okay, can I ask you about the second concern that was raised, the payment of shareholders, if it was such a good deal, why did shareholders need to be convinced ,and need to be paid to be convinced?”

Corkery: “Well, it’s specifically, that, that, the IBRC acted, the State sold the company but, I’d imagine those shareholders had invested a lot of money over a number of years ,they probably never got close to anything of that money back and they were probably given some value because the company had some value namely €50 million value and they as shareholders shared in that value that would be a typical truncation where shareholder….”

Jennings: “But taxpayers, and I know it’s not your responsibility, they’ll be wondering why if there was money in the pot to pay shareholders why wasn’t that used as part of the debt writedown.”

Corkery: “Again, you know, I can’t exactly answer that but I mean the best thing to do was to try to convince the shareholders to sell the company otherwise you know we’d have lost, no, the taxpayer would have lost, another €50 million, the taxpayer would have lost 1600 jobs which would have cost the taxpayer, and to sell that on to some entrepreneur who’s willing to take the risk, invest in the company, we’ve invested over 50 million in the last 2 years, committed to invest another 100 million over the next three years, and you know we’ve doubled the employment we had when we bought the company two years ago that has to be good for the tax payer, so net net this was a proper deal, a good deal and the taxpayer came out the right side of it in my view. In the meantime I’m trying to…”

Jennings: “As you point out, Siteserv…”

Corkery: “In the meantime I’m trying to run the company so it’s difficult when these questions keep coming up and we get back to the same answer because…”

Jennings: “Yes, but they are legitimate questions and we’re very grateful to you for coming on for answering them. If it was best practice why were the underbidders so unhappy?”

Corkery: “Well as was said yesterday the so-called underbidder never made an official bid for the company, it came in very late in the process, and the Siteserv plc board, which were brought together to make a decision on who they should sell the company to, felt they came in late in the process but more importantly they put a number of conditions. You must remember Siteserv was sold as a company to the Denis O’Brien company with no conditions, in other words we didn’t even get the opportunity to do a due diligence, this was €50 million take it or leave it, take it off the parking lot. Another company came in late in the process and put in a number of conditions including a 6 week due diligence process and that obviously was a huge risk…”

Jennings: “One of those companies said that the reason why they came in late was because when they enquired whether the company was up for sale they were repeatedly told it wasn’t.”

Corkery: “I don’t know anything about that. I mean it’s easy to come in after the event But there wasn’t too many people, two and a half years ago in the sale of Siteserv, and the sale generally of the engineering business in Ireland, willing to take a company with no conditions for €50 million that had lost €100 million of accumulated losses over the past two years.”

Jennings: “As you pointed out, Siteserv is doing very well now, more employees, bigger revenues, bigger profits and a big debt gone and a big contract to put in water meters. How did that happen given that the contract was awarded before GMC Sierra was ever legally formed?”

Corkery: “No, yeah well that would generally be pretty standard, we made a joint venture with GMC and Sierra company, we tendered for that process and you know, if you’re successful you set up a joint venture, if you’re not successful then you don’t legally set up the joint venture, again that’s something that gets the headlines but technically, you know, there’s nothing to it you don’t go through the process of setting up a joint venture prior to getting a project like that because the joint venture is specific to the contract, in other words we saw GMC as being experts in the water area and that’s why we did a joint venture with them…”

Jennings: “Sean Corkery, CEO of Siteserv, thank you very much for speaking to us this morning.”

Listen here

Last night: Siteserv for Sore Eyes

Denis O’Brien, Fine Gael And The Water Meter Deal

catherinemurphy90093094

From top: Catherine Murphy and Denis O’Brien

Further to this.

You may be aware of concerns regarding Siteserv, the business purchased by Denis O’Brien from IRBC with a write off of €100 million that was subsequently awarded the water meter contract.

Questions regarding many aspects of the deal raised by North Kildare TD Catherine Murphy elicted the following response from Siteserv today:

B_54WIOWQAEVA06

Hmm.

Ms Murphy replied:

“This absolutely is agenda-driven, my agenda is always to serve the public interest and this deal involved a significant amount of public money being written off. This is very firmly in the public interest. There are questions surrounding the deal which I don’t believe have been adequately dealt with, questions which I, as a parliamentarian, have an obligation to raise.”

Meanwhile, during the Siteserv acquisition, it emerged that lawyers acting for Mr O’Brien’s side and IBRC came from the same firm, Arthur Cox.

Ms Murphy submitted a written question Minister for Finance Michael Noonan concerning this and other anomalies. To wit:

Has his  attention has been drawn to potential conflicts of interest, which existed at the time of the sale, by the former Irish Bank Resolution Corporation, of an entity; specifically if his attention has been drawn to the fact that agents, contracted by the Corporation, to execute the sale, also held significant interests in the entity being sold, that the legal advisors, on the sale, were acting for both the vendor, and purchaser, in the transaction, and that the reported agreed sale terms included a large payment to the board of the entity being sold, and whose votes were obviously required to approve the sale; if so, his views that this presents an alarming set of circumstances, to an entity tasked with protecting the taxpayers’ interests; and if he will make a statement on the matter?

This evening, Mr Noonan responded:

As the Deputy is aware, a Relationship Framework dated 8th July 2009 was in place at the time the Board of IBRC approved the sale of the company referred to in the question. Under this Relationship Framework, the Board of IBRC were required to engage with the Minister for Finance on certain key issues which included “any material acquisitions, disposals, investments, realisations or other transactions, other than in the ordinary course of Anglo Irish Bank’s banking business.” It should be noted that this Relationship Framework did not include any specific monetary thresholds which would trigger mandatory consultation with the Minister for Finance. It should also be noted, that at that time, the ordinary course of the Bank’s business was to conduct an orderly run-down and ultimate liquidation of the Bank. As such, IBRC’s efforts, as a secured lender, to maximise the recovery on its loans to the company referred to in the question was considered to be in the ordinary course of business. For that reason, and under the Relationship Framework in place at that time, IBRC were not required to consult with the Minister for Finance on this matter in advance of making the decision to approve the sale of the company referred to in the question.

Upon the receipt of critical representations following the transaction, Department of Finance officials inquired about the transaction with IBRC management as part of their regular engagement. Following initial discussions, they agreed with IBRC’s Chairman and CEO that they would review the transaction involving the company referred to in the question in greater detail to better understand the decisions taken and the impact these decisions had on the process and the final recovery for the bank.

Through this review, Department of Finance officials were made aware of certain aspects of the transaction which raised concerns with the quality of some of the decisions taken in respect of this transaction, including, among others, that legal advisors to the company referred to in the question had also acted for the purchaser, that a payment had been paid to the shareholders of the company referred to in the question, that some of those shareholders were members of the Board of the company referred to in the question and that a significant proportion of those shareholders appeared to be clients of the financial advisor on the transaction to the company referred to in the question.

In light of these concerns, I subsequently met with IBRC’s Chairman [Alan Dukes] and CEO [Mike Aynsley] to discuss concerns regarding this transaction. The Chairman and CEO confirmed to me the legal advice was provided by two different teams within the law firm concerned and that appropriate Chinese walls were in place between the two teams. They also assured me that the payment to shareholders was necessary to ensure a vote in favour of the deal . They further assured me that the transaction had been thoroughly assessed by the IBRC Board and that the transaction was managed in the best manner possible to achieve the best result for the State.

Good times.

Previously: Denis O’Brien, Fine Gael And The Water Meter Deal

Contains Impurities: The irish Water Timeline

 Pics: Photocall Ireland, Catherine Murphy

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siteserv

From top: Former Environment Minister Phil Hogan and Minister for Finance Michael Noonan; Former IBRC chairman Alan Dukes; Denis O’Brien; a water meter; Siteserv logo.

 

On March 15, 2012, Denis O’Brien – through his Isle of Man-based acquisition vehicle, Millington – bought Siteserv for €45.4million cash from the IBRC, formerly known as Anglo Irish Bank.

Law firm Arthur Cox represented both IBRC and Millington during the sale.

At the time of the sale, Mr O’Brien owed Anglo hundreds of millions of euro while Siteserv owed Anglo €150million.

The sale involved IBRC agreeing to writing off €100million of Siteserv’s €150million debt.

Mr O’Brien acquired the business on a debt-free basis.

In addition, just under €5million was distributed to Siteserv’s shareholders, with them believed to have received €3.92 for every share they owned.

Soon after the sale, it was reported that some other bidders for Siteserv were unhappy with the deal.

It was reported that Australian hedge fund Anchorage Capital offered a higher price – €52million – but that ‘elements of the offer were considered less attractive then the O’Brien bid’.

It was also reported that French company Altrad claimed it was denied the opportunity to make an offer for Siteserv – saying it had been prepared to offer €60million for the firm but that it was ‘effectively denied the opportunity because its representative was told the Irish group was not for sale’.

Ray Neilson, a senior manager with Altrad, told the Irish Times he had emailed then Siteserv CEO Brian Harvey four times between 2011 and shortly before the deal was agreed with Mr O’Brien but that he was told the firm was not for sale. These claims were rejected by Siteserv.

In July 2013,  GMC Sierra won a State contract to install water meters in Dublin city, the Midlands, Wicklow, Kildare, Offaly, Laois, Mayo, Roscommon, Donegal, Sligo and Leitrim.

GMC Sierra is comprised of GMC Utilities Group and Sierra Support Services Group. Sierra is a subsidiary of Siteserv.

Last December, Independent TD for Kildare North, Catherine Murphy raised her concerns about GMC Sierra’s water meter contract, in the Dáil, asking how could GMC Sierra be awarded a contract [by former Environment Minister Phil Hogan] for water meters even though it didn’t legally come into existence until July 15, 2013, 15 days after the closing date for bids.

She also asked Finance Minister Michael Noonan if he was satisfied that the IBRC acted in the best interests of the State when it sold Siteserv to Denis O’Brien/Millington.

In his reply, Mr Noonan stated that the IBRC acted “at an arm’s length to the State” and that “commercial decisions in relation to IBRC were solely a decision for the bank.”

Further to this…

Ms Murphy has been doing some more digging – in particular, on the matter of the sale of Siteserv to Mr O’Brien/Millington.

In a parliamentary question, Ms Murphy asked Minister Noonan to furnish her with the so-called Relationship Framework and Operational Protocol which oversaw the interactions between the Finance Minister and the former management and board [headed by Alan Dukes, former Fine Gael leader] of IBRC before it was liquidated.

Ms Murphy asked Mr Noonan to indicate to her the precise financial thresholds under the framework which would have “triggered mandatory consultation in advance of a transaction and/or disposal”.

In a reply on February 26 last,  Minister Noonan confirmed to Ms Murphy that the bank would consult with the minister in relation to “any transaction which resulted in an adverse impact on total regulatory capital of the bank of greater than €100million would require interaction between the minister and the IBRC”.

Further to this, Ms Murphy then asked, if that was the protocol, why wasn’t Minister Noonan involved in discussions with IBRC, regarding the Siteserv sale.

In a reply received last night, Minister Noonan stated that the protocol only came into effect on March 29, 2012 – 14 days after the Siteserv sale was completed.

Last night, Ms Murphy said:

“I’m not surprised by the replies which confirm what I, and others, have long suspected – that the background to this deal and the eventual awarding of the metering contract is mired in convenient circumstances that all amount to something which leaves a very bad taste in the mouth of most right minded citizens.”

Meanwhile, readers may also wish to recall how – following on from Enda Kenny’s controversial ringing of the bell at the New York Stock Exchange with Mr O’Brien on March 19, 2012 – on March 28, 2012, Labour’s Joan Burton spoke about Mr O’Brien in the Dáil, saying:

“It is perhaps time for the Government to reflect on how it should in future interact with people against whom adverse findings have been made by tribunals… We live in a Republic and the representation of each citizen should be what counts rather than the amount of money a particular citizen can spend. We can look forward to a period of reform in which this Government will change the political landscape and our capacity to report and hold to account lobbyists.”

Good times

Previously: Contains Impurities

Thanks Catherine Murphy