Ewart draws a line in the sand against Dunloe bid

It was pretty obvious that Ewart, the Belfast property company, would mount a robust defence to the unwanted £21.1 million sterling (£25 million) bid from Dunloe House, the Dublin company controlled by solicitor Mr Noel Smyth.

It was also clear that it would unlock some of the underlying value of its properties. However, the extent of the revaluations which pushed up the net asset backing for the shares from 66p to 81p in just six months, surpassed even the most optimistic guesstimates, including the one forecast by this column.

By their very nature, property valuations are very subjective. Give a property portfolio to three separate auctioneers, and you will get three different values. Does this mean that Ewart has taken the most optimistic view about values so as to assist its defences against Dunloe?

The schedule of values in its defence document, out this week, should provide a clue. However, based on what is known, the values appear realistic. Indeed, Ewart could have been justified in adding further value to one property.

It added 4.4p per share to the valuation of Ross's Court, Belfast, following the signing of a 25 year lease with Argos, at an initial annual rent of £350,000, but it could have valued this at 6p. Profits added 3.5p and there can be no argument about that. And the remaining valuations came from properties in Ayr in Scotland and Braintree, Essex (3.5p) and others 5.5p.

Ewart has now drawn a very firm line in the sand. If Dunloe wants its offer to be seriously considered, it will have to offer 85p sterling per share, or more. That is 27 per cent higher than the cash offer of 67p. Dunloe's shares strengthened on the Irish exchange from 22p to 25p last week. The share offer of 18 new Dunloe shares for every five Ewart shares, puts a value of 90p on the Ewart shares, or a sterling equivalent of 76p. There is also a loan stock alternative of 70p sterling. Ewart now has three clear alternative routes to take. It can allow itself go into the hands of one of the three white knights which have expressed an interest in making counter offers. It can accept a higher offer from Dunloe. Or it can go it alone.

While indicative offers of 75p sterling per share have been mentioned by the three interested parties, no offer has yet been made, Nor is it certain that any offer will emerge. One of the interested parties - not named before - is understood to be Town Centre Securities, a publicly-quoted British property company with a market capitalisation of around £130 million sterling. It is almost twice the size of Dunloe which is capitalised at £84 million. Like Ewart it gets lucrative rents from its car parking businesses.

The others are a consortium of Northern Ireland businessmen headed by Mr John McGuckian, chairman of UTV, and a private property company interested in using Ewart for a share quotation. But the only offer on the table is from Dunloe. While its initial offer will have to be substantially increased, the three executive directors of Ewart - Mr Barry Gilligan, Mr Dominic Deeny and Mr David Robinson - are unlikely to ever warmly welcome any overtures from Mr Noel Smyth (he owns 26.5 per cent of Ewart). However, the attitude of Ewart chairman, Mr Brian O'Connor who owns 15.9 per cent of Ewart, could be crucial.

To date he has not publicly expressed a view about his holding which cost him between 64.5p sterling and 70p per share. However, speaking from his Hong Kong headquarters he told The Irish Times that he was "determined to use my stake for the benefit of all the shareholders". He is going to "wait and see".

His main preoccupation is Quality Healthcare Asia (QHA), a publicly-quoted company on the Hong Kong exchange, with a market capitalisation of some £25 million employing over 500 people. It has a turnover of £35 million and expects to generate profits of over £3 million this year. The business was started as a private company but reversed into a publicly company last year. Mr O'Connor owns 30 per cent of the company. QHA owns medical practices which operate 71 GPs and 12 specialists and has not been hit in the Hong Kong fallout "perhaps because we are small". But being in a niche area is also bound to have been helpful.

The geographical distance has not inhibited his telephone participation in the Ewart board meetings which turned down the Dunloe offer. And as chairman of Ewart he is still adamant that the offer did not recognise the underlying value of the company. Also, he is convinced that there is still some hidden value in the Belfast company that will in time be realised. While he must be keen to realise his investment at a profit, he is not in any haste and could stay in as an investor because he says the "strategy (at Ewart) is starting to pay off".