Row over property company comes before Commercial Court

Shareholder claims board had been acting in oppressive manner

The Four Courts. Photograph: Bryan O’Brien

The Four Courts. Photograph: Bryan O’Brien

 

A dispute involving a minority shareholder and the directors of a company with significant stakes in commercial property at Dublin Citywest Campus has been admitted to the fast-track Commercial Court.

The action concerns Oviedo Ltd, whose business includes the management of a substantial commercial and residential property development at Citywest.

Swiss-registered Fulman Holdings Sarl, which owns 33.6 per cent of Oviedo, claims the board of Oviedo has been acting in an oppressive manner and in disregard of its shareholders’ rights and interests.

It claims the board has refused to answer questions it has put regarding the company’s business and assets, and has refused to allow an independent report and valuation of the company’s assets to be conducted.

Fulman’s action is against Brendan Hickey, Hugh Lynn, Brian Davy, Kyran McLaughlin and Martin Naughton, all members of Oviedo’s board. The proceedings are also against Davycrest Nominees, Lusaro Management Ltd, Neil Naughton, Fiona Naughton and Claire Hickey, against whom no allegations of wrongdoing have been made. They have been added in case the court needs to make orders in respect of Oviedo’s shares.

Fulman’s allegations are denied, and the court heard that lawyers for Oviedo are considering bringing a pre-trial motion seeking to have the action dismissed.

Oviedo Ltd and the related Dave Hickey Properties (IOM) Limited are notice parties to Fulman’s action.

Proposals blocked

The court heard Fulman was established in 2018 by a group of DHP shareholders – including former Davy executive David Shubotham and Ardagh packaging boss Paul Coulson – who were concerned about steps proposed by the company, which it successfully opposed.

It claims non-cash assets, business and some 30 subsidiary firms of DHP were transferred to the related Oviedo Ltd in December 2020. It claims the board members of the two companies are the same people.

The assets include shares in the Sugar Club in Dublin, commercial properties in Citywest and a 40-acre site in Co Meath.

The transfer, it is claimed, valued Oviedo’s business and assets at about €39 million. Fulman claims the true value is far higher.

It claims its efforts to obtain comprehensive information about Oviedo’s business and assets have been continuously rebuffed by the board.

Fulman says it even made an €80 million bid for Oviedo’s business and assets with a view to procuring the information it seeks.

Fulman also claims it is concerned by the Oviedo board’s proposals to sell the firm’s assets.

As a result it has brought proceedings under section 212 of the 2014 Companies Act, alleging its interests are being suppressed.