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]

Once we got to Antioch it became clear that the onward bus to Aleppo would be a problem – it wasn’t leaving until the next day. There was another bus to Damascus but it was full. So we stayed the night in Antioch and had a look round. It’s not exactly a tourist city but we did walk a kilometre or two to St Peter’s grotto, arguably the first church in the world.

I took a few pictures inside the grotto, and the view of Antioch from the grotto:

We actually stayed in the bus station, but in a room that cost us 15 quid, and as it turned out was actually fine for our purposes. We also ended up going out in Antioch for some beers, chatting to some locals in broken English, and getting back to the bus station to smoke shish with the lads there. Interesting conversations all round.

The following morning it was off to Aleppo by bus, through the mountains, across the Syrian border (no issues, and all very friendly and professional). Very few people on our bus either, so the half Turkish half Syrian guide chatted to us for 30 mins about Turkey joining the European Union and helping us with our currency conversions.

Once we got to Aleppo we were dropped at the bus station and had to navigate the rather complex streets to get to our hotel (crossing the street is a bit like playing frogger, no one stops unless they have to). The hotel is lovely, inexpensive, and they have two pet terapins in the lobby, who wander around as you drink your tea.

Aleppo is a bustling city and we walked some of the enormous maze of Souks, up to the citadel, taking some pictures, and having more tea and coffee. On our way back through the souq we stopped at a bath, getting the full washdown and massage (no sniggering!).

We then strolled up the the famous Baron Hotel, where Agatha Christie wrote Murder on the Orient Express, and had some beer and Lebanese wine.

All in all Aleppo feels safe, people are friendly and helpful, and everything is very very cheap. A meal today at a nice Syrian restaurant, away from the tourist traps, came to about €20 – with two beers, three main courses, starters and dessert.

Some pics from Aleppo:

The citadel:

Christian quarter:

Baron Hotel:

A person working for the mosque was kind enough to show us around and bring us to the top of one of the minarets (in a very very small lift).

To Aleppo in Syria tomorrow, all things going well.

Some pics below the fold:

For the record and as part of an ongoing FOI request, here are all expenses and salaries of all TDs and Senators, 2005 – 2008. I received them today via email from the Houses of the Oireachtas Commission. We hope to digitise this data shortly. I also received the following note:

In relation to the break down of allowances I wish to clarify the following:

1. Telephone Allowance is paid as an annual allowance on a quarterly basis to all Members. The allocation of this allowance to specific telephone bills is a matter for each individual Member, consequently the allowance is not quantified into land line calls and mobile phone calls. Any expenses incurred by members over and above this allowance have to be met by the individual Member.

2. Each member is also entitled to 1,750 “Post Office Preferred, pre-paid DL (one third A4) sized envelopes each month. Any postal charges that are over and above the pre-paid amount must be paid by the Member at the time of posting.

3. Daily Allowances appear within the Travel and Subsistence amounts on the records of any Member who is claiming Daily Allowance, this allowance is a flat rate allowance and there is no mileage element. Members who live within 15 miles of Leinster House can only claim this Daily Allowance.

4. The Travel and Subsistence Allowance for Members is paid as a combined figure through our financial management system and appears in the record as one monetary amount, consequently the record as released will give an overall figure for Travel and Subsistence in each subsequent year.

5. The Allowance to attend in the Houses for the purpose of conducting parliamentary business with other Members and the allowance to use the House facilities are again paid through our Financial Management System. These allowances are processed with the travel and overnight element of the claim, consequently they again appear within the Travel and Subsistence record as a monetary amount in the overall record. There are 25 nights allowed for using the House facilities and 5 nights for conducting parliamentary business.

6. Payments made in a given year can relate to a claim period for the same or a previous year.

7. Office and position holders have higher allowances due to the higher expenses they are deemed to have incurred.

Please note that former Members of the Oireachtas, Mr Tony Gregory T.D., Mr Joe Sherlock and Mr. Seamus Brennan T.D. (former Minister) and Senators Tony Kett, Kate Walsh, Peter Callanan details of whose expenses are included, have since died.

I would like to draw your attention to an administrative error which occurred in the payment of the Constituency Office Maintenance Allowance (COMA) which was beyond the control of Members. This allowance was overpaid by €931.83 in 2008 to re-elected Members due to a calculation error. As the COMA is paid in arrears, this overpayment took place in January 2008 and it therefore appears in the 2008 records. Accordingly the COMA for 2008 is overstated by €931.83. All Members affected were notified and all monies have been fully recouped. You should also note that some Coma payments made in 2008 related to expenses incurred in previous years which were not claimed until 2008.

You should also be aware that while some Members have monies showing in two positions, e.g. whip to a party and a committee position this signifies that they held these positions at different times in the year. The Oireachtas (Allowances to Members) and Ministerial, Parliamentary, Judicial and Court Officers Amendment Act 1998, states under Section 6(2) that “If a member is eligible during any period to receive more than one of the allowances provided for in sections 3, 4 and 5 of this Act, only the higher or highest of those allowances shall be paid or payable to the member during that period”.

I would also like to clarify that the amounts which appear for Members in receipt of Committee Allowances for 2008 in most cases are not an annual figure as various Members were allocated positions in 2007 and payment for these positions were not paid until 2008. The figures which appear are not reflective of annual amounts. I have included a schedule of specified position amounts which were in effect during 2008 for your assistance.

You should also be aware that following a Boundary Commission Report in 2007, several constituency boundaries were revised and re-categorised. All Members in constituencies which were re-categorised were reverted to the lowest rate and were subsequently repaid the correct allowance in January 2008, which in some cases included arrears. The figures which appear in 2008 again for some Members are not reflective of an annual amount.

Explanatory document

Deputies salary and allowances 2005
Deputies salary and allowances 2006
Deputies salary and allowances 2007
Deputies salary and allowances 2008

Senator salary and allowances 2005
Senator salary and allowances 2006
Senator salary and allowances 2007
Senator salary and allowances 2008

For my own part, I started posting Ken’s FOI work online on August 18. I hope this helped in some way to get Ken’s work more exposure, and help force this resignation. For even half of the trips at the Department of Tourism, John O’Donoghue should have resigned. It took another set of expenses to tip it over the edge.

Mr O’Donoghue is a national disgrace. He has disgraced his party, disgraced the office he holds, disgraced our parliament, and disgraced our country.

But the FOI work continues.

Update: Taoiseach’s statment:

“In indicating his intention to step down from the office of Ceann Comhairle, John O’Donoghue TD, acted in the best interests of Dáil Éireann,
and the office of Ceann Comhairle. He has been a most effective and fair Ceann Comhairle who has acted with commitment and integrity to ensure that the members of Dáil Éireann could debate freely and fairly the issues of the day.”

“The Ceann Comhairle has indicated that he wishes to make a statement to the House next week, I respect his right to do that. I thank him for his contribution to this Dáil as Ceann Comhairle and I wish him well for the future.”

Incurred as Minister for Arts Sport and Tourism:

JOD Part 1 (India)
JOD Part 2 (Birmingham)
JOD Part 3 (Berlin)
JOD Part 4 (London)
JOD Part 5 (London)
JOD Part 6 (Venice)
JOD Part 7 (Manchester)
JOD Part 8 (New York)
JOD Part 9 (Turin)
JOD Part 10 (Stuttgart)
JOD Part 11 (Paris) (yet to be scanned by myself!)

Incurred as Ceann Comhairle, 2007 – 2009:

Explanatory document on CC expenses

Schedule 1 – Allowances and Expenses
Schedule 2 – Domestic flights
Schedule 3 – Details of foreign travel
Schedule 4 – Official entertainment

DOC

Domestic Travel 1
Domestic Travel 2
Domestic Travel 3
Domestic Travel 4
Domestic Travel 5

1 Stop Shop Constituency Expenses

What it brought to light, in a small way, was how little in-house expertise the Government has. Reports were written for the Government by Merrill Lynch, PriceWaterhouseCoopers, Arthur Cox, Peter Bacon, Rothschild, and HSBC. If you are wondering who drafted the NAMA legislation, the answer lies somewhere between all of these companies and people, the Department of Finance and the Minister. It would also be fair to say that the Irish banks must have had input into the process, since they are the ones who are being saved from bankruptcy.

Many of these companies though were engaged not by the Department of Finance, but by the National Treasury Management Agency. They are the guys who issue sovereign bonds and manage the national debt, or as their website says:

The 1990 Act empowers the NTMA “to borrow moneys for the Exchequer and to manage the National Debt on behalf of and subject to the control and general superintendence of the Minister for Finance and to perform certain related functions and to provide for connected matters”.

Now my interest is piqued because the salary of NTMA chief executive Michael Somers is secret. The same is true, it appears, of all other staff at the NTMA.

Thanks to some helpful readers, from what I can gather, NTMA pay bands are as follows:

91 members of staff are paid below €80,000 a year.
22 staff are paid between €80,000 and €100,000 a year.
27 staff are paid between €100,000 and €200,000 a year.
9 staff are paid over €200,000 a year.

The average bonus paid in 2008, for work during 2007, was €21,447.

I make that 149 members of staff. I also make that a bonus fund mean of €3.1 million for 2007. If we take the lower tier staff, and take the upper range of figures, we could surmise that at the maximum budget allowed (if people are all paid at the top of the range, which is unlikely) is:

€7.28m
€2.2m
€5.4m

Which would make €14.8m at the maximum allowable wage for each person. Add that to bonuses of another €3.1m. This excludes the 9 staff, since there is no ceiling there. We are hitting €20m in staff costs alone, minus directors. It is rumoured that Mr Somers earns anywhere between €200,000 and €1,000,000 a year.

The question is this: As a taxpayer am I entitled to know the salary of Mr Somers, and other highly paid staff at the NTMA? Is the public interest better served by this information being available, or is it better served by it being secret? The Government would argue that such high wages are needed to get the skills necessary from the private sector, and if these people were not working in the public sector, they could be earning more in the private sector – therefore we need high wages.

I don’t buy it. Where is the spirit of public service, like we see in the US? I am certain that many of the people working in the finance arms of the Obama administration want to work in service of the State because it is a part of a citizen’s duty. The salaries of many high ranking officials are freely available too. Treasury Secretary Timothy Geithner earns $191,300 a year, minus expenses. Fed chairman Ben Bernanke earns the same amount minus expenses (Although Geithner’s predecessor had an estimated net worth of $500m thanks to his years at Goldman Sachs).

The salaries of people who are being paid by the taxpayer, such as people at the NTMA, should be published on their website. We have to ask ourselves how the public interest is served by keeping this information secret, and if any arguments in favour of secrecy have merit. The interest in their salaries is not prurient, it is simply how accountable systems work. Publish the information, then we know.

No big deal, right?

So the next question is this: Under what section and subsection of the FOI act would a request for salaries be refused?

All receipts (PDFs):

Explanatory document on CC expenses

Schedule 1 – Allowances and Expenses
Schedule 2 – Domestic flights
Schedule 3 – Details of foreign travel
Schedule 4 – Official entertainment

DOC

Domestic Travel 1
Domestic Travel 2
Domestic Travel 3
Domestic Travel 4
Domestic Travel 5

1 Stop Shop Constituency Expenses

In 2006 the Government went on a trade mission to India. Mary Hanafin as Minister for Education went along. I put in the following FOI request:

1) The Minister’s schedule and appointments between January 1, 2006 and March 1, 2006.

2) A breakdown of flight costs, accommodation costs, hospitality costs, and any other costs borne by the Department for a trip taken by the Minister to India in January 2006, and a breakdown of any expenses claimed.

I will upload the schedule later. The total trip cost €26,421.14. Flights cost €20,912.84. Ms Hanafin’s flight alone cost €8,990.28.

For now, here is the spreadsheet of costs (go to the bottom of the sheet and click “costs India trip” :

Hanafin India 2006

I do not believe removing the names of other people who went on the trip is warranted under Section 28 (1) (personal information). I will be appealing this element of the request.

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?

1) The titles, dates and authors of all cost-benefit analyses, impact reports or preparatory reports that have been carried out by the Department in relation to NAMA

2) The titles, dates and authors of all cost-benefit analyses, impact reports or preparatory reports that have been carried out by people or companies working on behalf of, or at the request, of the Department, in relation to NAMA

Outside of the FOI (though I still intend pursuing this information through FOI, whether or not it is rejected) I received the following information:

Merrill Lynch (engaged by NTMA)

A number of reports setting out options for the Irish banking sector, including the treatment of impaired assets

PwC (engaged by Financial Regulator)

Various reports produced by PwC, including due diligence on covered institutions arising from the Government guarantee Scheme and recapitalisation programme (in cases with the input of Jones Lang LaSalle)

Arthur Cox

Various legal assessments of covered institutions arising from the Government guarantee Scheme and recapitalisation programme

Peter Bacon, Special Advisor to the Minister / NTMA

Evaluation of options for resolving property loan impairments and associated capital adequacy of Irish credit institutions: Proposal for a National Asset Management Agency and associated required policy initiatives

Rothschild (engaged by NTMA)

Various reports and inputs into the preparations for the establishment of NAMA

Central Bank & Financial Regulator Reports

Various reports produced within normal operating parameters as well as certain assessments of the impact of contingency proposals

HSBC (engaged by NTMA)

A number of reports produced for the interim NAMA and the Minister

NTMA is a curious entity. Back in May were were promised salary scales for NAMA. Have you seen any? The salary of Mr Somers, the head of the NTMA is also secret, apparently. I feel another FOI request coming on.

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? :-)