Row erupts over mystery REO investor

The identity of a mystery shareholder was the focus of angry exchanges at the annual general meeting of Real Estate Opportunities plc (REO) in Jersey yesterday, writes Colm Keena in Jersey

The shareholder, who holds the shares by way of an Isle of Man company called Calyx Ltd, has a 8.37 per cent stake in REO, a holding that gives it a pivotal role in terms of control of the property group.

Shareholders also complained about fees paid during 2003 to Treasury Holdings Ltd. Treasury, which has a 35.5 per cent shareholdings in REO and which manages the plc's Irish property portfolio, ran up an €11 million fees bill with the company in 2003.

The beneficial ownership of the shares held by Calyx was not made known to shareholders despite a request from London investment company, Dawnay Day, which holds 26.5 per cent of REO.

Shareholders were told that the request was passed on to Davy Crest, which was holding the shares for its client, and that it in turn identified Calyx. However, Dawnay Day said this was not a "meaningful" response as it was not known who stood behind Calyx.

Calyx held 16.5 million REO shares at the end of 2003, according to the company's 2003 annual report. That is just two million shares less than the margin in five votes taken at yesterday's meeting.

Votes against the a.g.m. motions were cast by Dawnay Day, Mr Noel Smyth, who has a 10.3 per cent shareholding, and Mr Michael Chadwick, chairman of Grafton, who has a shareholding of less than 3 per cent.

REO chairman Mr Ray Horney said the board would consider the views expressed by the shareholders in relation to seeking to identify who was behind Calyx. He said he didn't know.

In response to questions from Mr Guy Naggar, chairman of Dawnay Day, and Mr Smyth, a number of other directors said they did not know who stood behind Calyx. However, Mr Richard Barrett, a director of REO and of Treasury, said he did not believe the question was an appropriate one.

Mr Barrett told the meeting that a great percentage of the company's assets were in Ireland, where the economy was starting "a renaissance". He said the board believed the highest return on capital would come from investment in Ireland. The company also has UK investments.

Mr Horney said the level of fees being paid to Treasury by REO "sits comfortably with those paid in other similar situations".

Mr Smyth questioned the REO accounts, saying a £15.3 million cost associated with a "loan switch" had been left out of the appropriate annual accounts. He said the shareholders had been misled.

However, a number of directors said the issue could not have been put in accounts in the year referred to as the decision that gave rise to the cost occurred in the following January.

Mr Barrett said Mr Smyth did not seem to understand loan swaps. "Will I give you a lesson in swaps? Are you accusing the board of producing misleading accounts?" Mr Smyth said: "I am."

Mr Naggar said certain matters in the accounts were wrong and this did not inspire confidence.

Mr Chadwick said the central issue for him was the credibility of the REO board. He said that, given the various shareholdings in the company, "it beggars belief that any board acting for the shareholders has not taken steps to establishing the ownership of the Calyx holding".

When Mr Horney said the board had already given its response in relation to that matter, Mr Chadwick said it was in his opinion a very poor response.