Court gives go ahead for meeting to sell off PTSB to Bawag
Ann O'Loughlin
The Commercial Court has given the go-ahead for Permanent TSB to convene a meeting of shareholders for the proposed €1.6 billion sale of the bank to Austrian banking group Bawag.
PTSB shareholder Piotr Skoczylas and two other minority shareholders had asked the court to decide, before the meeting takes place, what the composition of the class of shareholders should be in circumstances where the Minister for Finance holds 57.5 per cent of PTSB. The minister is supporting the sale of the bank.
Opponents say that unless there are two classes - one comprising the minister and the other the minority shareholders - that minority shareholders would be discouraged from even turning up at the meeting to sanction the deal.
On Wednesday, Justice Mark Sanfey granted PTSB's application for entry of the bank's case to the commercial list with directions for the convening of the meeting.
The court heard it means PTSB can now go about notifying shareholders of the meeting, which is scheduled to take place on July 30th.
The judge refused an application by Skoczylas for a stay on his decision so he could bring an appeal to the Court of Appeal (CoA).
He said it made "absolutely no sense" for him to grant a stay.
This was in circumstances where he had said in his judgment that complaints in relation to the sanction scheme can still be made at the meeting, and the court still retained discretion to deal with the matter at that stage.
He also said the usual practice is that class composition be decided at the sanction stage, and he would not depart from that. He did not consider the objectors before the court were prejudiced by such a procedure.
He also considered that allowing class composition to be decided now would cause doubt or uncertainty and it was far preferable that all challenges to the scheme were considered at the same time.
He was satisfied to make an order admitting the bank's case to the commercial list and an order directing the convening of the scheme meeting with directions as to notifications to shareholders.
The judge said he was making no order on separate proceedings by Skoczylas seeking to have the class composition decided first.
He invited Skoczylas to apply to have his case formally entered into the commercial list, as this had not been done. His case had merely been transferred by a judge in another court list to the commercial division.
Skoczylas said he would not and could not do so because of the expense involved in being on the commercial list.
He asked that the case be transferred back to the division of the High Court from which it came, but the judge refused to do so saying he would not allow him to shop around for courts.
The judge said, however, that he would give him liberty to bring an application outlining how the Commercial Court would deal with his case if he was not prepared to make a formal application for entry into the list.
He also ordered that Skoczylas and the other objectors could be joined as notice parties in the PTSB proceedings, which were still before the court, as was suggested on behalf of the bank.
Skoczylas complained he was being denied an opportunity to appeal the judge's decision by the refusal of a stay. The judge said he knew what options were available to him.
