Readers will be aware that Anglo Irish Bank was nationalised in January 2009. This came after the bank guarantee scheme of September/October 2009. Anglo became a prescribed body under the Ethics in Public Office Act last summer, which was expanded through a statutory instrument in February 2010 to cover many subsidiaries of the bank.

However, Anglo has not become a prescribed body under the Freedom of Information Act 1997/2003. This would require the signature of Finance Minister, Brian Lenihan. Given the sheer volumes of public money already given to the bank, and the volumes of public money due to be given, it is outrageous that the public has no recourse to information as to how this money is being spent. We cannot quantify expenditure by the bank, nor has the Government made any effort to inform the public about how much public money has been given to the banks, and how it is exactly spent.

I gave a great deal of thought to this problem over the last number of months, and decided on a course of action that will be unknown to many. I have decided to publicise this process in the hope that others will follow. We have a right to know what is going on. As a result I started a process that I believe is the most significant and important request for information we have sent to date.

On February 8, 2010, I sent the following email to the Anglo Board through then secretary to the Board, Natasha Mercer.

Request for access to environmental information under European Communities (Access to Information on the Environment) Regulations 2007

Dear Sirs,

In accordance with the above mentioned regulations, I wish to request the following records which I believe to be held by Anglo Irish Bank Corporation Limited (“the Bank”):

1) All minutes of board meetings from January 2009 to January 2010, inclusive, insofar as such meetings relate to property or property related loans.

2) A breakdown of all properties owned or controlled by the Bank, or its agents or subsidiaries, (including any charges held over any properties, by it or its subsidiaries companies), to include the following data: for how much they were purchased, the date of the purchase, any amount owed, the address and/or land coordinates of the properties, the current estimated value of the properties, all environmental impact assessments, risk reports, other assessments and economic analyses carried out in relation to all properties and lands and their related loans. The date range for this request is January 2009 to January 2010, inclusive.

3) A breakdown of all security, collateral or charges held by the bank in relation to property.

In order to clarify the legal position, and to identify the legal arguments at an early stage to save costs, I put forward the legal arguments on possible defences here.

Anglo Irish Bank is a public body according to Section 3 (1) (vii) of the European Communities (Access to Information on the Environment) Regulations 2007 (S.I. No 133/2007). In addition, according to S.I. 320/2009, Anglo Irish Bank is a public body for the purposes of the Ethics in Public Office (Prescribed public bodies, designated directorships of public bodies and designated positions in public bodies)(Amendment) Regulations 2009.

Regulation 2 of the EIR provides the interpretation of terms in the EIR and in regulation 2(1) it states: “environmental information” has the same meaning as in Article 2(1) of the Directive, namely any information in written, visual, aural, electronic or any other material form on –

(a) the state of the elements of the environment, such as air and atmosphere, water, soil, land, landscape and natural sites including wetlands, coastal and marine areas, biological diversity and its components, including genetically modified organisms, and the interaction among these elements;

(b) factors, such as substances, energy, noise, radiation or waste, including radioactive waste, emissions, discharges and other releases into the environment, affecting or likely to affect the elements of the environment referred to in (a);

(c) measures (including administrative measures), such as policies, legislation, plans, programmes, environmental agreements, and activities affecting or likely to affect the elements and factors referred to in (a) and (b) as well as measures or activities designed to protect those elements;

(d) reports on the implementation of environmental legislation;

(e) cost-benefit and other economic analyses and assumptions used within the framework of the measures and activities referred to in (c); and

(f) the state of human health and safety, including the contamination of the food chain, where relevant, conditions of human life, cultural sites and built structures inasmuch as they are or may be affected by the state of the elements of the environment referred to in (a) or, through those elements, by any of the matters referred to in (b) and (c);

The information sought relates directly to properties and lands and therefore are “measures (including administrative measures), such as policies, legislation, plans, programmes, environmental agreements, and activities affecting or likely to affect the elements and factors referred to in (a) and (b)”.

This may be in the form of affecting “landscape” and “natural sites including wetlands, coastal and marine areas”, or biological diversity and its components”. It may also affect “factors, such as substances, energy, noise, radiation or waste, including radioactive waste, emissions, discharges and other releases into the environment, affecting or likely to affect the elements of the environment referred to in (a)”.

The information clearly falls under (e): “cost-benefit and other economic analyses and assumptions used within the framework of the measures and activities referred to in (c)”.

Including economic and financial information in the definition in the Aarhus Convention stems from the recognition that it is important to integrate environmental and economic considerations in decision-making. This section is qualified by referring back to paragraph (c) measures and activities; so they are the economic and financial aspects taken into account when framing and operating these measures and activities. It ensures that the definition of environmental information extends not only to environmental measures and activities, but also to any of their economic aspects.

In the case of (f), lands and properties referred to in the reports would also be relevant, in terms of “the state of cultural sites and built structures”.

In addition Recital 10 in the introduction to the Directive includes:

“The definition of environmental information should be clarified so as to encompass information in any form on the state of the environment, on factors, measures or activities affecting or likely to affect the environment or designed to protect it, on cost-benefit and economic analyses used within the framework of such measures or activities and also information on the state of human health and safety, including the contamination of the food chain, conditions of human life, cultural sites and built structures in as much as they are, or may be, affected by any of those matters.”

Article 2(1) aims to provide that clarification. With that in mind, there is little to be gained from considering the subtle differences between, for example, “air and atmosphere” or “discharges and releases”. The examples are there to help identify what is environmental information, not to confuse.

Also, as they are only examples, there will also be other elements of the environment not mentioned in regulation 2(1)(a) and other factors not mentioned in regulation 2(1)(b). The examples are not intended in any way to limit the general definitions of environmental information.

Please note that according to Article 3 (2) (a) of the Directive, you are obliged to provide the information requested “as soon as possible, or at the latest, within one month” (20 working days) of being requested. I look forward to a response within the time period prescribed.

I wish to obtain all information in electronic format via email. I understand that much if not all of the sought information is held digitally, I therefore seek it in this format to save time and costs.

Please contact me by email to discuss any problems which may occur with this request.

Sincerely

Gavin Sheridan

The Bank, via Anglo Head of Legal Lizanne White, replied within the 20 day time period prescribed under the Regulations. This is the reply, my emphasis:

Having considered the European Communities (Access to Information on the Environment) Regulations 2007 (the “Regulations”) we have concluded that the Bank is not a public authority within the meaning of the Regulations. It is clear from the wording of the Regulations, read in light of the Guidance Notes on the Regulations, Directive 2003/4/EC on Public Access to Environmental Information, and the UN/ECE Convention on Access to Information, Public Participation in Decision-Making and Access to Justice in Environmental Matters, that the range of public authorities subject to the Regulations is primarily defined by paragraphs (a) – (c) of the definition in regulation 3(1). Paragraphs (i) – (vii) simply clarify the range of bodies which may fall within paragraphs (a) – (c). A body of a type mentioned in paragraphs (i) – (vii) will not be a public authority unless, in addition, it falls within one of the categories in paragraphs (a) – (c). We do not believe that any other interpretation of the Regulations would be compatible with the constitutional status of regulations under the European Communities Act 1972. As the Bank clearly does not fall within any of these categories, it is not a public authority for these purposes. As such, the Bank is not subject to the Regulations.

The letter continued:

However, without prejudice to our conclusions on the definition of public authority and the scope of the Regulations, we have reviewed the categories of information requested in your letters in light of the Regulations. Even adopting a very wide interpretation of the scope of environmental information as defined in regulation 3(1), we do not believe that the vast majority of the information which you have requested would constitute environmental information. The mere fact that an activity, transaction or document is in some way connected with one of the elements mentioned in the definition of environmental information, or might potentially have a tangential impact on one of those elements, is not enough to make all information connected with that activity, transaction or document environmental information. In our view, some reasonable proximity is required between the activity, transaction or document and the relevant element; any other conclusion would make this definition so wide as to be meaningless. The majority of the information requested in your letter of 8 February is purely commercial in nature, and does not include any environmental information. The only information which arguably might constitute environmental information is certain environmental impact assessments, risk reports and other assessments which the Bank holds in respect of properties which it occupies and also in respect of properties for which it has loaned money and/or taken security.

Ms White continued:

The majority of the information in your letter of 12 February also is not environmental information but rather commercial and administrative information about transactions and activities which are at most tangentially connected to elements in the definition of environmental information.

In respect of the environmental impact assessments, risk reports and other assessments mentioned above, even if the Bank were subject to the Regulations, it would not be appropriate to release these documents. This is on the basis that they contain information whose disclosure would adversely affect (i) the confidentiality of personal information relating to natural persons who have not consented to the disclosure of the information, and where that confidentiality is otherwise protected by law (Reg. 8(a)(i)); (ii) the interests of persons who voluntarily and without being under, or capable of being put under, a legal obligation to do so, supplied information to the Bank (Reg. 8(a)(ii)); and (iii) commercial or industrial confidentiality which is provided for under the equitable law of confidence and laws on banking secrecy to protect the legitimate economic interests of the Bank and its customers (Reg.9(1 )(c)).

Further, in so far as the information requested relates to all properties over which the Bank or its subsidiaries have taken any charge, it refers to a very large class of information. We believe that a request in these terms would be subject to refusal on the basis of regulation 9(2)(i) as being manifestly unreasonable having regard to the volume or range of information sought. Further, having regard to the foregoing exemptions and to the importance of confidentiality in banking relationships, we do not believe that the public interest served by the disclosure of this information would be greater than the public interest served by its non-disclosure. On the basis that, as noted above, the Bank does not hold any environmental information relating to carbon emissions, Regulation 10(1)(c) would not be relevant.

However, our views on these latter points are without prejudice to our conclusion above that the Bank is not a public authority and as such is not subject to the Regulations.

As is my right under the Regulations I then sought an internal review. I wrote in relation to the specific request outlined above:

Dear Ms White,

“We have concluded that the Bank is not a public authority within the meaning of the Regulations.”

Respectfully, I submit that this is not the case. I therefore seek an internal review to a more senior member of staff to review your decision in relation to both of my requests.

I again wish to re-iterate the legislation in this regard.

Anglo Irish Bank is a public body according to Section 3 (1) of the European Communities (Access to Information on the Environment) Regulations 2007 (S.I. No 133/2007). In addition, according to S.I. 320/2009, Anglo Irish Bank is a public body for the purposes of the Ethics in Public Office (Prescribed public bodies, designated directorships of public bodies and designated positions in public bodies)(Amendment) Regulations 2009. I submit that the Bank cannot claim to be a public body for the purposes of one Act related to ethics, and not a public body for the purposes of these Regulations.

Let me further clarify both the Statutory Instrument and the Directive to more clearly demonstrate the position.

SI No 133/2007 states (my exerpts):

“public authority” means, subject to sub-article (2)—

a) government or other public administration, including public advisory
bodies, at national, regional or local level,

and includes—

(vii) a company under the Companies Acts, in which all the shares are
held—

(I) by or on behalf of a Minister of the Government,

(II) by directors appointed by a Minister of the Government,

Without reference to other sections of the SI, it is clear from the above section that Anglo Irish Bank is a public authority. Anglo Irish Bank was nationalised in January 2009. This nationalisation took place through the Anglo Irish Bank Corporation Act 2009. Section 5 (1) of the Act states:

On the commencement of this Act, all the shares in Anglo Irish Bank are transferred to the Minister.

There can be absolutely no doubt that Anglo Irish Bank is a public body for the purposes of the Statutory Instrument. The Minister for Finance is the sole shareholder of the bank. As outlined above this means that the Bank is a public authority for the purposes of the Directive. The Bank is therefore obliged to follow through on my request and make a decision on that request.

SI No 133/2007 aside, the European Regulations (Article 2 (2)) state that ‘Public authority’ shall mean:

(a) government or other public administration, including public advisory bodies, at national, regional or local level;

(b) any natural or legal person performing public administrative functions under national law, including specific duties, activities or services in relation to the environment; and

(c) any natural or legal person having public responsibilities or functions, or providing public services, relating to the environment under the control of a body or person falling within (a) or (b).

The Bank clearly falls under the above categories. In addition, the SI further clarifies this position by specifically referring to shares held by a Minister of the Government.

I also refer here to the UK Information Commissioner guide in relation to property requests:

“Overall, we consider that the majority of the information contained in property records held by local authorities is likely to be environmental as defined in the EIR.”

I would be of the opinion that all environmental impact statements, risk reports and other assessments which the Bank holds in respect of properties which it occupies and also in respect of properties for which it has loaned money and/or taken security, would be environmental information.

In addition, any claim under Regulation 9(2)(i) (that my request would be manifestly unreasonable given volume), I believe to be without merit. The Bank uses databases on which all of the requested information is held. The writing of a query or the dumping of such data would be a simple and effective process for release. The Bank, like many public authorities, uses databases and documentation management systems – this allows for the easy release of information.

I look forward to hearing from the Bank in the time period prescribed for internal reviews.

Kind regards

Gavin Sheridan

The Bank replied to my internal review, again saying that they agreed with the original decision. Original letter here.

I disagree with the internal review, and as a result, I have submitted an appeal to the Office of the Commissioner for Environmental Information.

I now await their decision. I will post about the other request I sent to Anglo in a future post.

I was interested in some FOI work that Deputy Joan Burton had been doing lately on Anglo Irish Bank, so I contacted her and asked for any documents or refusals she had received. She was kind enough to copy everything and post them down to me. I have now scanned and OCRd the documentation.

First up is Ireland’s notification to the European Commission surrounding the injection of €1.5bn of capital into the bank. It runs to over 50 pages and contains some curious stuff. Many of the handwritten notes are I believe by Deputy Burton herself, or her staff. But there are other curious oddities, some of which are highlighted.

Firstly the document appears to have been poorly redacted. There are strikethroughs throughout the document with notes afterwards such as “[Confidential - commercially sensitive][Department to confirm]“. What appears to have happened is that a draft of the document was released, rather than a redacted version. The draft contains the internal notes around what should or should not be redacted. One gem (and this is dated January 2008) is “Anglo Irish Bank is considered a fundamentally sound institution”. With a note beside saying it might be “commercially sensitive” to say so.

Not alone that, but further down it says (with a line through it)

The assessment by Merrill Lynch supports the position that Anglo Irish Bank is fundamentally sound.[Confidential - commercially sensitive][Department to confirm]

Another gem which was marked for redaction, marking points arguing in favour of capital injection:

The assessment that there was a low likelihood that Anglo Irish Bank would be successful in raising additional equity from existing shareholders and new private investors Confidential – commercially sensitive][Department to confirm]

Also this very interesting paragraph around future planning:

As noted above, on account of Anglo Irish Bank’s specific business model, which is specialised in commercial property lending and property development finance, not all of the elements of the agreed credit package will directly impact on Anglo Irish Bank, at least initially. However, given the envisaged future changes in the Bank’s business model and strategic direction under its restructuring plan, it is anticipated that in time further elements of the credit package will become applicable to Anglo Irish Bank accordingly [Confidential —commercially sensitive for Anglo Irish Bank] [Department to confirm]

Finally, there is this further reference to Anglo’s future:

On account of Anglo Irish Bank’s specific business model, which is specialised in commercial property lending and property development finance, not all of the elements of the agreed credit package will directly impact on Anglo Irish Bank, at least initially. However, given the requirement to prepare a restructuring plan within a six month period as part of the recapitalisation initiative, future changes in the business model and strategic direction of Anglo Irish Bank are likely to bring about a closer alignment between the lending activities of the Bank and the credit needs of the real economy. As a result it is anticipated that in-time further elements of the credit package will become applicable to Anglo Irish Bank accordingly. [Confidential - business secret] [Department to confirm].

Of course questions need to be asked. This document is dated January 8. The Government already had the PwC reports into Anglo and must have had some idea of the scale of the problems at the bank. Yet Merrill was still claiming Anglo was fundamentally sound just a week before the bank was nationalised. Not alone that, all references to the bank being fundamentally sound were marked for redaction.

There is one final section that sums up the entire sorry mess:

Anglo Irish Bank is a focused business bank with a private banking arm. The Bank provides business banking, treasury and wealth/management services. It is not a universal bank and its stated strategy is niche rather than broad market. Each of its customers deals directly with a dedicated relationship manager and a product specialist.

Yet in the same breath we are told the Anglo is of systemic importance. So which is it?

Ireland’s note to the Commission [PDF]

The Independent leads tomorrow with a story about €100m in outstanding loans on which former Anglo Irish Bank chairman Sean FitzPatrick is apparently not paying interest. That’s an interest bill of €400,000 a month, but no repayments are being made.

This actually partly relates to my story the other day about Anglo-Irish Nominees Ltd.

We know Mr FitzPatrick had personal loans from Anglo. But those loans did not include lending like the Atrium deal set out here. Money was lent to a company in which he appears to have had a beneficial interest. I wonder how much of Anglo’s lending related to Mr FitzPatrick’s personal interest in investments? This is on top of the personal loans we are already aware of.

The shareholders in Tysan, John Kerry Keane, Paul Coulson, Denis O’Brien, Lindat Limited, Lar Bradshaw, Sean Fitzpatrick, Gary McGann, Paddy Wright, Sean Melly, Pat Gunne, Longstone Estates Limited and Lochlann Quinn, don’t seem to have invested anything in the company apart from €3k share capital.

The liabilities of the company are pretty much all bank loans. The charge indicates there is no personal recourse to the borrowers. Anglo funded €70m of the purchase in 2005 and the 2006 accounts for Balcuik show an “ultimate shareholders loan” of €30m (probably lent by Anglo). The property was then revalued to €137m, handy that, and Anglo increased the borrowings and repaid the €30m to the shareholders. So there is no equity. Anglo get arrangement fees of around €2m and as much interest as possible and probably all of the risk.

And how many more of Anglo’s staff have loans, directly or indirectly, with Anglo?

And how many of these loans are going to be written off at taxpayer expense?

And of course the other question is this:

When Brian Lenihan met Sean FitzPatrick on September 18, 2008, the same day the first PwC report was requested, was Mr Lenihan, or the Regulator or Central Bank, already aware or made aware, of the extent of Mr FitzPatrick’s loans, direct or indirect?

It seems to me that when the results of that first PwC report on Anglo were given to the Government on September 27, just two days before the night of the bank guarantee, the Government, or its regulatory agencies, or Mr Lenihan himself, must have been aware of the extent of Mr FitzPatrick’s loans. The loans were too big for them not to be aware.

And were that the case, Anglo, including all of its deposits and liabilities, was guaranteed despite that knowledge.

Why?

The Daily Mail and Sunday Times have commented already on Lenihan’s diary as published here last week. The Daily Mail concentrated on the meeting with Stephen Schwarzman of Blackstone on November 12, 2008. The Sunday Times was more concerned with all the constituency work Mr Lenihan was doing when he perhaps should have been doing more important work.

For my own part I’ve been parsing the document to see what dates coincide. I’ve also drafted and sent two follow up FOIs on the basis of information gleaned from Mr Lenihan’s diary. There will likely be follow ups to those too.

However, the diary itself raises a number of questions that I will list here.

1) Why was a meeting with Sean FitzPatrick on September 18 not listed in the diary?

2) Were instructions given by the Minister to PwC, following the meeting with Mr FitzPatrick, to begin its inquiry into Anglo?

2) What was the purpose of the meeting with Pat McLoughlin of IPSO on September 25? Was this related to lobbying in relation to cheque usage and ATM charges?

3) On the night of the bank guarantee, September 25, who was present at the Department of the Taoiseach with Mr Lenihan and Mr Cowen? No names are listed in the diary, but names were reported in the media.

4) What was the purpose of the meeting with Independent News & Media chairman Brian Hillery on October 31, 2008?

5) What was the purpose of the meeting with Ivan Yates on November 5, 2008?

6) What was the purpose of the meeting with Stephen Schwarzman of Blackstone on November 12, 2008, and with James McGuill of the Law Society the same day?

7) What was the purpose of the meeting with Michael Ryan and Paul Ryan of Merrill Lynch on November 13, 2008?

8 ) What was the purpose of the meeting with Andre Orcell of Merrill Lynch and then Lochlainn Quinn on November 24, 2008?

9) What was the purpose of the meeting with Sean FitzPatrick and Donal Drumm of Anglo, on December 16, and why does the diary entry merely list the meeting as “Anglo Irish” instead of their names?

10) Why is there no mention of any meetings with Patrick Neary, the then Financial Regulator, right up until his resignation on the night of Friday, January 9?

11) What was the purpose of the meeting with property developer Stephen Vernon of Green Property on January 30, and with Axel Wieandt of Hypo Real Estate on the same day?

12) What was the purpose of the meeting with Rick Lazio of JP Morgan Chase (who ran against Hilary Clinton in New York in 2000) on April 24?

First up is Anglo-Irish Bank (Nominees) Ltd.

Second a definition: A nominee company is a company formed by a bank or other organisation for the purpose of holding shares on behalf of the beneficial owner. Nominee company employees carry out all the paperwork and other tasks associated with the documentation of shareholding and arrange for necessary transfers when a share is purchased or sold.

The company has an address at Stephen Court 18/21, St. Stephens Green Dublin 2, like many Anglo Irish companies.

The company was incorporated on the 23rd of October 1973 and is a private limited company with a latest account date of September 30, 2007. The company is a mutual and pension fund/Nominee/Trust/Trustee company registered in Ireland.

Readers will be glad to know that as of its last filing date, the company has a 100% solvency ratio, but no employees. It’s industry/activity is listed as “legal activities” – it is a nominee company after all.

The company has two directors, Patrick Whelan and William McAteer, with Natasha Mercer as secretary. This trio are on most of the company boards related to Anglo.

But here is where it seems to get interesting: shareholders.

Now obviously Anglo Irish Bank Limited has as a shareholder: “Minister of Finance, Ireland”.

But there are other shareholders, too. You see Anglo-Irish Bank (Nominees) Ltd is jointly owned by Anglo Irish Bank Limited (the Minister now) and Sean P FitzPatrick, in a 50/50 split. Seanie has no beneficial interest.

And in November 2008, prior to nationalisation but post bank guarantee, who pops up as a shareholder? NTR Public Limited Company. Remember them? Why oh why? I can only tell that NTR appears to have held a >50.00, or less than a 50% stake in Anglo-Irish Bank (Nominees) Ltd, prior to our good minister ever having a stake in the company. Nominee companies are fun. NTR likely used this nominee company along with Mr Fitzpatrick who was then still working for Anglo, for some transaction or other.

But wait. It doesn’t stop there. Does our humble company have any subsidiaries? Why yes, we do.

Tysan Invesments Ltd, is a wholly owned subsidiary of the nominee company.

And who are the people behind Tysan Investments? Let’s take a look.

Mr Denis O’Brien Director (since 30/05/2005)
Mr Gerard Davis Director (since 18/04/2006)
Mr Gary McGann Director (since 30/05/2005)
Mr John Kerry Keane Director (since 30/05/2005)
Mr Peter Butler Director (since 18/04/2006)
Mr Paul Coulson Director (since 30/05/2005)
Mr Patrick Gunne Director (since 30/05/2005)
Mr Peter Robert Butler Director (since 18/04/2006)
Mr Sean Melly Director (since 30/05/2005)
Mr Peter Butler Company Secretary (since 18/04/2006)
Mr Peter Robert Butler Company Secretary (since 18/04/2006)

Gosh, a veritable who’s who! Mr O’Brien (yes, that one) is listed as a director of a company called Tysan Investments.

Garry McGann is the same name as that chief executive of Smurfit. And is this the same John Kerry Keane?

And is that Peter Butler, the same Anglo employee who owes Anglo Irish Bank €861,000?

Is that Paul Coulson of Ardagh Glass fame?

Is that Pat Gunne, now of Green Property (famously owned by Stephen Vernon?)

Sean Melly, who wants to buy Eircom?

Now if Tysan is wholly owned by Anglo Nominees, then we have a stake in Tysan, right? So what subsidiaries does Tysan have? I’m glad you asked. Tysan has a subsidiary called Balcuik Limited, which itself has two other subsidiaries, Atrium Property Developments Limited (formerly Alert) and Martlet Holdings, all registered in Ireland.

Tysan was incorporated on February 28, 2005. It has an address listed at First Floor 11/12 Warrington Place Dublin 2.

Balcuik subsidiary Martlet has the following directors:

Mr James McKenna Director (since 7/03/1994)
Mr Mark Munro Director (since 26/02/2003)
Mr Paul Culhane Director (since 13/11/2002)
Mr Stephen Vernon Director (since 7/03/1994)
Mr Mark Munro Company Secretary (since 21/06/2005)

Ah, now we have the Green Property connection – Stephen Vernon.

And let’s not forget Balcuik Limited, a shareholder in Martlet. Ah! Balcuik has the same directors as Tysan. But Balcuik had, a shareholder in the form of – Green Property.

And lastly to that subsidiary of Balcuik – Atrium.

Atrium has the same address as Balcuik, and has total assets of almost €10,000,000 (but with current liabilities of €4,457,315). Its last account date was May 30, 2008. And Atrium’s shareholders? The same as Tysan. And who acted as banker for Atrium? Ah yes, Anglo Irish Bank.

Praise be though, for anyone confused by this point. We have an informative document from the Competition Authority.

Proposed acquisition by John Kerry Keane, Paul Coulson, Denis O’Brien, Lindat Limited, Lar Bradshaw, Sean Fitzpatrick, Gary McGann, Paddy Wright, Sean Melly, Pat Gunne, Longstone Estates, and Lochlann Quinn, through Tysan Investments Limited of Balcuik Limited

2. The acquirers are:
• John Kerry Keane: A private individual who is active in the media sector.
• Paul Coulson: Chairman of Ardagh plc and a director of other companies.
• Denis O’Brien: A private individual who is active in the media sector.
• Lindat Limited: The owner of this company is the Chairman of Harcourt Holdings which is active in the property sector in Ireland, Britain and overseas.
• Lar Bradshaw: Chairman of the Dublin Docklands Development Authority and amongst other things, serves as a non-executive director of Anglo Irish Bank Corporation plc.
• Sean Fitzpatrick: A non-executive chairman of Anglo Irish Bank Corporation plc and serves as a non-executive director of the Dublin Docklands Development Authority, Greencore plc, and Aer Lingus.
• Gary McGann: Chief Executive Officer of the Jefferson Smurfit Group. He is Chairman of the Dublin Airport Authority and is President of IBEC. He serves as director for a number of companies including Anglo Irish Bank Corporation plc.
• Paddy Wright: Chairman of the RTE Authority and a non- executive director of Anglo Irish Bank Corporation plc.
• Sean Melly: An entrepreneur who is active in the media sector.
• Pat Gunne: Chief Executive of Gunne Group which is active in the
property sector in Ireland.
• Longstone Estates Limited: A property holding company owned by a family Trust.
• Lochlann Quinn: Deputy Chairman of Glen Dimplex which is active in the manufacture of electric heating and domestic appliances. Additionally, he is a Director of The Merrion Hotel.

And the deal:

Tysan does not generate any turnover in the State and is an acquisition vehicle specifically created for the purposes of acquiring Balcuik. Thus, the Authority regards the named individuals and companies rather than Tysan as the undertakings involved.1
3. Balcuik, the target, is a wholly owned subsidiary of Green Property. Balcuik’s main business activities concern the ownership of the landlord interest in Blocks A and B of the Atrium Building located in the Sandyford Industrial Estate, and the leasing of Block B to Microsoft Corporation, and carrying out ancillary landlord activities. Alert Developments Limited, a wholly owned subsidiary of Balcuik, owns the entire legal interest and [ ] of the beneficial interest in Block A. Balcuik’s turnover of [less than €5m] solely comprises rental income received in connection with its landlord interest in Blocks A and B of the Atrium Building.

The CA found there were no competition concerns.

I have to say I am fascinated. I had never heard of all these guys partnering together to buy some buildings in Sandyford. The Tribune though, did.

Balcuik is owned by another company called Tysan Investments, which is in turn owned by a nominee company from Anglo. However, FitzPatrick and Bradshaw are understood to remain involved in the building.

Tysan made a loss of €2.8m for the year ended 30 May 2007, up from €2.7m the previous year, and the total shareholders’ deficit stood at €5.5m. It had an interest rate swap agreement denominated in euro to convert debt of €76.5m from floating rate to fixed rate. That facility expires on 31 May 2010.

Well there you go. I do wonder now though if Anglo has any charges on those properties, and if, at the end of the day, we own them (with Seanie of course). And all of those Green Property connections would lead me back to that conversation between Brian Lenihan and Stephen Vernon that was listed in Mr Lenihan’s diary for January 30, 2009, at 6.30 in the evening. What did they talk about?

I guess I am just as confused as everyone else… and Tysan is only one of the subsidiaries.

Update: Readers will be glad to know that there are new directors of Anglo-Irish Bank (Nominees) Ltd: Donal O’Connor and Declan Quilligan. Natasha Mercer remains secretary. The company has €3 of share capital (well it is a nominee company).

I’ve uploaded the most recent financial statement of the company.

Interestingly it says the following in a note at the end: William McAteer held 3.4m shares in Anglo at September 30, 2008, 502k shares as options and conditional awards of 80k shares. Pat Whelan had 447k shares, 603k share options and 68k condition share awards. Natasha Mercer had 17k shares, share options of 80k and 6,800 conditional share awards. These have all since been nationalised.

I have also uploaded the company’s most recent B1 Return.

Update 2: And the very helpful Grumpy has further clarified that background. I have corrected as appropriate.

Seanies holding in the company is in a nominee capacity. He has no beneficial interest. The reason for the holding is that the company predated the legislation allowing single member companies which was only introduced in the 90s. You will note the accounts state that the company is a wholly owned subsidiary of Anglo.

As a nominee company, it holds the shares in Tysan Investments but it is not a wholly owned subsidiary as it is acting as a nominee.

Re Balcuik the accounts are linked below. Although the shares in the parent company are held by Anglo Nominees, the accounts disclose the beneficial interests of the directors but this only accounts for 40% of the ownership.

Gunne, Melly, O’Brien, McGann, Keane & Coulson each have 200 shares or 6.66% each. That leaves Lindat Limited (this is a Pat Doherty of Harcourt Developments company),Lar Bradshaw, Sean Fitzpatrick, Paddy Wright, Longstone Estates Limited and Lochlann Quinn divvying up the rest.

Anglo does have a charge over the €106m borrowings that Tysan has from them secured on its assets. It also has a seperate charge on the Balcuik property.

The shareholders in Tysan don’t seem to have invested anything in the company apart from €3k share capital. The liabilities of the company are pretty much all bank loans. The charge, below, indicates there is no personal recourse to the borrowers. So, what happened? Anglo funded €70m of the purchase in 2005 and the 2006 accounts for Balcuik show a “ultimate shareholders loan” of €30m (probably lent by Anglo). The property was then revalued to €137m, handy that, and Anglo increased the borrowings and repaid the €30m to the shareholders. So there is no equity there. Anglo get arrangement fees of around €2m and as much interest as possible and probably all of the risk.

Company documents:

Tysan Accounts
Tysan B1
Balcuik charge
Balcuik accounts
Lindat B1
Lindat accounts

Shall I dump it all in one go, or drip feed it? :-)

1. Gerry Gannon, owner of the k-club. (Profile)
2. Joe O’Reilly, developer.
3. Seamus Ross, developer. (Profile)
4. Jerry Conlan, healthcare. (Profile)
5. John McCabe, builder. (Website)
6. Patrick Kearney, developer. (Not sure which P Kearney this is)
7. Paddy McKillen, investor. (SBP profile)
8. Brian O’Farrell, developer and auctioneer. (Website)
9. Gerry Maguire, developer. (Can’t find much on this)
10. Sean Reilly, builder. (Website)

Another interesting angle today too (seems like a newsdump). Brian Cowen/FF allegedly received a total of €65,000 in donations from member(s) of this group and others, a few weeks before the 10 met to arrange the Anglo share support operation. Cowen is said to have received it in €5,000 tranches for Fianna Fail, the Mail on Sunday reported.

Edit – Correction – blame the head cold

LEADING developer Gerry Gannon is transferring properties worth tens
of millions of euro, including an entire lake and foreshore, into his wife’s name.

The surprise move – initiated with 10 applications to the Property Registration Authority last Wednesday – comes as an increasing number of developers succumb to their massive debts and banks begin to foreclose on loans and seize their assets.

The motivation behind the sudden transfer is unknown – Mr Gannon and his lawyers refused to comment on the matter this weekend.

Mr Gannon is the co-owner of the K Club and reportedly one of the so-called Golden Circle, a group of investors who bought 10pc of Anglo Irish Bank in a secret deal now being probed by the Garda fraud squad.

The 10 borrowed EUR 451m from Anglo to buy the bank’s own now-worthless shares. The bank, now State-owned, has written off EUR 300m of the debt.

This week, Mr Gannon’s solicitors applied to have 10 properties transferred into his wife, Margaret’s, ownership. Nine appear to be unencumbered by mortgages.

One leading commercial lawyer said it could be an attempt to protect assets from any future legal actions.

The properties include an entire lake, Lough Glinn, with an extensive foreshore site on which he had once planned to build a luxury hotel. It was to be opened by former US president Bill Clinton.

There is also a house in a marina development on the shores of Lough Ree; two land banks, one behind Dublin Airport and one astride Clontarf Golf course; and a EUR 3m exclusive K Club home in Co. Kildare at which Mr and Mrs Gannon lavishly entertained guests such as Mr Clinton during the 2006 Ryder Cup.

‘It looks like he’s trying to dispossess himself of these assets,’ said the lawyer. ‘So if the banks were to seek to enforce a personal guarantee, those assets are no longer in his ownership.

‘As his wife probably did not give personal guarantees for large loans or businesses, the banks cannot go after her. Because all but one of these assets are mortgage-free, these would be the easiest for the banks to go after first.

‘The banks could, in fact, go after these properties. But obviously, if Mr Gannon can show he wasn’t trying to avoid any obligation under his personal guarantee, the transfer would be valid,’ the lawyer
added.

Mr McKillen is the man behind the successful Jervis Shopping Centre in Dublin and is a member of the consortium that recently mothballed the proposed U2 tower in Dublin docklands.

So now we have:

Paddy McKillen
Gerry Gannon
Jerry Conlan
Joe O’Reilly
Seamus Ross

The genesis of Guinness Mahon Cayman Trust Limited, and how it became a bank in its own right, has already been referred to. In 1984 it was sold by Guinness & Mahon (Ireland) Limited to Guinness Mahon & Co. Limited in London, its parent company. The following year it was sold on to a consortium, which included Mr. Traynor, Mr. Furze and Mr. Collins. In turn they sold a 75% interest to a London bank called Henry Ansbacher & Company, a member of the Ansbacher Group, and the name of the bank was changed to Ansbacher Limited. Its title was since changed again to Ansbacher Cayman Limited, and the remaining 25% interest was also sold to the Ansbacher Group, which itself was later sold to the First National Bank of South Africa.

So in 1985 Traynor, Furze and Collins sold 75% of Guinness Mahon & Co to Henry Ansbacher & Co. The name of the the company changed to Ansbacher Limited, and subsequently the title changed to Ansbacher Cayman Limited. The remaining 25% of the bank was then also sold to the Ansbacher Group, which Henry Ansbacher & Company was part of.

Ansbacher Group, which now owned Ansbacher Limited/Ansbacher Cayman, was then sold to First National Bank of South Africa.

In 1998 the financial services interests of Rand Merchant Bank Holdings and Anglo-American Corporation were merged to form FirstRand Limited, which is now what First National Bank is known as.

A few years ago FirstRand then sold Ansbacher to a Bahrain-based bank.

Now the Anglo website says:

This acquisition was completed in March 1996. Ansbacher (not connected with Henry Ansbacher, London) was established in Ireland in 1950 and provided a full range of banking and investment services. At the time of its acquisition Ansbacher had total assets of EUR 241 million, a deposit portfolio of EUR 222 million and a loan book of EUR 98 million.

I find that odd. There certainly was an Ansbacher and Co (85 Merrion Square; 52 Lower Lesson St) in Ireland in the 1950s, and it was acquired in 1996 by Anglo Irish Bank (later approved in 2000 by Charlie McCreevy). But does that mean that by the mid 1980s there were, for some time at least, two banks operating in Ireland, one called Ansbacher Limited, and the other called Ansbacher Bankers Limited?

The address of Ansbacher Bankers is now listed as the same address as Anglo Irish Bank, according to the CRO.

On June 13, 2002, it was reported that outgoing Minister for the Environment Noel Dempsey made his appointments to the Dublin Docklands Development Authority. The appointments were:

Lar Bradshsaw (Re-appointed chairman)
Angela Cavendish (Alexsam Corporate Finance)
Donal Curtin (Accountant of Byrne Curtin Kelly)
Declan McCourt (Auto dealer OHM Group)
Niamh O’Sullivan (Arup)
Sean Fitzpatrick (Anglo Irish Bank)
Mary Moylan (Asst Sec Dep of Env)
Joan O’Connor (Interactive Project Managers)

LAST April I met a hotshot Dublin businessman in a southside pub. He was not a household name but — at that time — he was as rich as Croesus. And he was angry at a piece I had written about Anglo Irish Bank.

The meeting was cloak and dagger stuff. He was not keen be seen with me; but he wanted to warn that those who were attacking Anglo would get their comeuppance. He wished to see the story in print.

The hotshot revealed that a group of his well-heeled cronies were determined to set up a revenge fund to punish all those short-sellers who had targeted Anglo. These guys had a sense of ownership: his friends were going to defend “their” bank at all costs. Those standing in the way would be swept aside by the flood of money. Enemies of Anglo would have their fingers badly burnt.

The plan was tinged with emotion; consequently it was all a bit vague, but the plot had been hatched in a Dublin hotel. A figure of €500m directly raised from the “lads” was mentioned. More would be borrowed in order to ensure success.

I still do not know today if this was the birth of the infamous Anglo 10, but I suspect that it bore the seed of the latest scandal.

I blogged Ross’s April article last week. Unfortunately he does not reveal who this Croesus figure is. What is also interesting about the language Ross uses. In April last year it was “big builders and entrepreneurs” and “consortium”. Now it’s “cronies”, “plot”, and “cloak and dagger”.

We have also since learned that the meeting between Brian Cowen and Anglo directors on April 24 (according to a FG spokesman and not denied), was the same day as this meeting between Anglo “cronies” to organise a share support operation. What a coincidence.

Mr Kenny’s spokesman yesterday said that when Mr Kenny had questioned the Taoiseach about whether any members of the Cabinet were involved in facilitating the so-called ‘Golden Circle’ he did not have a specific individual minister in mind.

He added, however, that it was “not credible” that the Government had no knowledge of controversial transactions involving Anglo Irish Bank, stating that the Taoiseach, when he was Finance Minister, had a private dinner with the board of Anglo Irish Bank “three days” before the media first wrote about the possible existence of what has now come to be known as the ‘Golden Circle’.

I might have missed it before, but I’ve not seen “three days” mentioned before, certainly not in previous articles I’ve linked to on this subject. If the Fine Gael spokesperson is correct, then it would mean the meeting reported by Shane Ross on April 27 and the now confirmed private dinner between Anglo executives and Brian Cowen, occurred on the same day, April 24. Perhaps the lads never mentioned it to Cowen?

Another gem, in typical Sindo style, is confirmation that Noel Dempsey and Brendan Smith met Sean Quinn in December 2007. The story is full of nonsense and it tries to disguise the importance of the meeting by throwing lots of red herrings into the mix. The critical part of the story is what Corcoran tries to dismiss – that two ministers met Quinn in December.

As far back as 1986, Mr Gannon – through the firm Structural Developments Ltd – was building at Castle Village in Celbridge.

In 1988, Gannon, through another firm – Noteworthy Limited – with partner Michael Anglim, planned to build 710 houses at Brackenstown close to Swords. At the time it was one of the largest schemes submitted to Dublin County Council. Permission was granted for the scheme in October 1988. The scheme at the time was said to be worth upwards of £40m.

The site on which the houses were built was bought by Noteworthy Ltd as a parcel of land in 1987. The land was zoned for residential purposes in 1983 against the recommendation of the Council’s planning officials.

In April 1990, Mr Gannon, now trading through Gannon Homes, sought permission for a £70m residential scheme and a shopping centre on a 110-acre site on the Malahide road.

The scheme involved 915 houses on a 95 acre site fronting the Malahide Road and the Hole in the Wall road at Ayrfield. They also lodged planning applications for a drive-in restaurant, a pub and a library.

The firm bought the land from two sites. The 95 acres were bought from Abbey Group and the 15-acre site was the site of the former Clare Manor Hotel.

Gannon Homes had previously built developments at Rathfarnham village, Orla Grove, Scholarstown Road and Celbridge.

Meat dumping

In January 1992, meat destroyed in a blaze at United Meat Packers plant in Ballaghdreen, Co Roscommon, were dumped in a quarry in Co Westmeath. The quarry at New Forest, Tyrrellspass was owned by a Mr Gerry Gannon. Local people expressed anger at the dumping.

The dumping began on the afternoon of Wednesday, January 8, 1992, when a fleet of lorries arrived, it was reported in the Irish Times. The dumping was suspended shortly before midnight, but resumed on Thursday January 9 and continued throughout the day.

Local landowners and farmers estimated that 400 tonnes of charred meat had been brought to the local quarry. Locals planned a picket of the quarry for Friday morning.

The dumping was supervised by officials from the Department of Agriculture. Tonnes of quicklime and gravel were poured on top of the charred meat.

Malahide/Portmarnock

In July 1993, North Dublin was in the throes of mass re-zonings. Many of these re-zonings would become subject to investigation to the Flood/Mahon Tribunal.

On July 16, 1993, the Irish Times reported under the heading: Baldoyle slipped through the net- But only after a fight: North County Dublin was right in the firing line for the blitz of rezoning decisions by the County Council, writes Frank McDonald.

Other stories on the same page described the large amounts of cash being handed out in envelopes to councillors.

Due to publicity surrounding the rezoning of greenbelt lands separating Baldoyle from Portmarnock, the vote was defeated. Pennine Holdings, fronted by Frank Dunlop had sought the rezoning.

This was amid a slew of rezonings taking place at the time. The Times reported:

The most ingenious deal involves the Malahide/Portmarnock greenbelt, where Gerry Gannon, of Gannon Homes, enlisted the support of seven sports clubs in the area for two major rezoning proposals.

When the matter came before the council last April, the county planners stressed the importance of preserving the greenbelt and recommended that there should be no change in the draft plan. However, an omnibus rezoning motion tabled by GV Wright (FF, Malahide) and Michael Kennedy (FF, Malahide), designed for the Gannon Homes scheme, was passed by 33 votes to 28.

The scheme, which would effectively reduce the width of the greenbelt at its narrowest point to not much more than a few hundred yards, is opposed by the Malahide Community Council, the Portmarnock Community Association, the Dunes Action Group and the Biscayne Residents Association. It will be the subject of a rescinding motion tabled by Bernie Malone (Labour, Malahide).

In September 1993 it was reported that council could face legal challenges to one of its decisions on Sep 27 1993, to allow zoning for 250 houses on 37.5 acres of greenbelt at Robswalls, between Malahide and Portmarnock.

By rezoning, the councillors ignored the advice of planning officials.

This was related to the earlier July decision. The deal, subject to planning permission, would see a deal between the sports clubs who would get new pitches and facilities in return for their existing pitches in the Swords/Portmarnock green belt.

It ensured the clubs’ active support for the rezoning, and led opposition councillors to express concern that developers would be able to use public “inducements” to get around the planning process.

County manager, Al Smith, intervened three times at the meeting to tell councillors speaking in favour of the motion – and the deal – that it was not lawful for the council to take an arrangement between third parties into consideration when voting on development plan, which is supposed to be concerned solely with proper planning.

Councillor Anne Devitt (FG), supported the rezoning, arguing that the proximity of housing to the land made it impossible to farm.

“Farmers have to ride with a shotgun when they are harvesting to ward off savages who are attacking them as they are harvesting,” she said.

The vote was 37 to 24 in favour of the rezoning.

The sports associations said that the deal depended on further rezonings, including 57 acres at Wheatfield Stud.

In February 1996 Gannon Homes paid almost 1.4m for a 2.35 acre site at Main Street, Malahide Road, Swords. Work stated on this site in April 1997. 32,000sq ft of shops were built.

In October 1996, another parcel of land proposed for rezoning by Cllr Anne Devitt and Cyril Gallagher was up for voting. It was 160 acres of Rathbeale Road, north of Swords for a mixed housing development. This land was mainly owned by Mr Gannon. He also sought the rezoning of 13 acres of land at Rathingle for housing, in a motion tabled by Seamus Lyons (FF) and Liam Creaven (FF).

On January 27 and 28, 2005, Mr Gannon was questioned by the Mahon Tribunal in relation to payments from Noel Smyth and Co which were said to have originated from an Isle of Man account controlled by Goodman International.