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Dáil Éireann debate -
Thursday, 24 Mar 1966

Vol. 221 No. 14

Ceisteanna—Questions. Oral Answers. - National Bank Transfer Act.

4.

asked the Minister for Finance when he proposes to make an Order bringing the National Bank Transfer Act into operation; and what evidence he will require that the scheme of arrangement has been approved by the shareholders of the National Bank before he makes such Order.

I will require a certified copy of the report of the scrutineers showing the result of the voting at the meeting of shareholders convened by the High Court in London on 24th February, 1966, and an official copy of the Order of that Court, as filed in the Companies Registration Office in London, sanctioning the scheme of arrangement between the National Bank Limited and its shareholders.

I propose to make the Order under section 9 of the National Bank Transfer Act, 1966, to bring the Act into operation as soon as I receive this evidence.

Is the Minister satisfied that the Irish shareholders are being treated fairly in this transfer?

I am satisfied, because, not only were competent firms of auditors and accountants employed by both sides, but a scheme of arrangement was presented to the High Court in London and, after hearing arguments from objecting shareholders, the High Court Judge said he was satisfied that the scheme was a fair one.

Surely a High Court Judge in London would not be the best judge of what is in the interests of shareholders of an Irish bank? Is the Minister not aware that blocks of shares were held in trust by certain interests and were used to secure a majority vote in the transfer?

I have not yet seen the certificates of the scrutineers but I am informed that a very big percentage, more than the majority percentage required under section 206 of the Companies Act, 1948, voted in favour of the transfer and that, in fact, only about five to six per cent of the shareholders — that is, in value — opposed the transfer.

Would the Minister not agree that, in view of the fact that the valuation he himself obtained on the buildings was far in excess of that listed in the balance sheet presented by the bank, that is evidence, if evidence is needed, that everything was not above board?

It is true that the valuation attributed to the buildings, the real property of the bank, was listed at a lower value in the balance sheet of the company, but a qualified company of valuers valued the real property of the bank and put a much higher value on it than was shown in the balance sheet.

Would the Minister say if it is the proper value?

I am not in a position to assess the value of the property but I am satisfied because of the reputation of the firm concerned and from the fact that the scheme was approved by the High Court in London.

In the public interest, it would be a good idea if an independent valuation were taken because somebody is getting codded.

This was an independent valuation.

Would the Minister not agree that the majority of the shareholders voted by proxy and were not really aware of what was taking place until the legislation came before this House? In view of the fact that they were offered an increased valuation on their shares and that that value was not in keeping with the value of the premises——

Seventy-five per cent of the shareholders voting in person or by proxy were required to approve the scheme. A much higher percentage voted in the way I have stated.

It was a paper vote, though.

Some of the shareholders had a foot in both camps and they could not lose.

They are getting 56/-for shares quoted a few months ago at only 40/-.

And the proper price would be 84/-.

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