Mr John McGilligan, a director of Premier International Merchandising Ltd, has been granted a High Court order restraining the company from removing him from the Board.
His counsel, Mr Bill Shipsey, told Mr Justice John Quirke the company had called an extraordinary general meeting for 4 p.m. yesterday at which it was proposed Mr McGilligan would be removed.
Mr McGilligan, of The Crescent, Monkstown, Co Dublin, told the court he had been appointed a director to represent the interests of minority investors who had bought almost half a million shares under a Business Expansion Scheme.
He believed his proposed removal was part of a concerted campaign by the executive directors of Premier Merchandising to gain complete and unfettered control of the company. He said he had concerns about plans for the company to engage in manufacturing, something which was contrary to the company's Memorandum of Association, and also about the paucity of information, in particular financial information, which was available to him, and his consequent inability to advise the BES investors.
Mr McGilligan said he had instructed his solicitors to advise the company that if they did not give an undertaking not to effect his removal as a director, and if they did not comply with its obligations in relation to supplying Mr McGilligan with the information to which he was entitled, he would apply for interim or interlocutory injunctions.
He said that at the date of swearing his affadavit, he had received no reply from the company.
He said it was engaged in manufacturing and that if it was, it is doing so ultra vires the company. He added that the company has repeatedly failed to produce audited accounts for 1996. He said the company's two executive directors, chairman and chief executive, Mr William O'Grady and Mr Peter Thornton, were, since 1996, attempting to gain complete control of the company, and refusing information in relation to their conduct of the company's affairs, to any party who might seek to disagree with same.
BES investors, who have some 22 per cent of the allotted shares of the company, are looking for an exit mechanism whereby they could divest themselves of the shares in an appropriate manner, Mr McGilligan said.