Ewart, the Belfast property company, has offered the carrot of "accelerated expansion" including acquisitions, if its shareholders reject the £21.1 million sterling (£25 million) bid from Dublin property company Dunloe House.

It has also condemned the cash and loan-stock bid from Dunloe, which is controlled by solicitor Mr Noel Smyth, as "unacceptable".

And it questions the advisability of exchanging Ewart shares for shares in Dunloe.

If the bid is rejected, Ewart promises to seek alternative funds for expansion. Mr Barry Gilligan, chief executive, told The Irish Times the company could use its own shares to make acquisitions, as its share price was now close to its net asset backing. He said institutions and private investors had indicated a willingness to participate in any fund-raising. This, he added, could easily be arranged as its gearing was at a low 53.4 per cent.

In a hard-hitting rejection document, Ewart criticises Dunloe's performance. A spokesman for Dunloe said the document was "being studied".

Ewart complains that Dunloe has increased in size over the last year, "largely through related party acquisitions" and that Dunloe's shares were the third worst performing British listed property shares in 1997 (84th position out of 86 shares) while Ewart's were the 13th-best-performing share. The document notes that Dunloe has not paid a dividend since its listing, nor has it indicated when dividends would be paid. Criticising Dunloe's core policy, Ewart says it believes the Dublin company "has promoted the policy of development activity without balancing such activity by increasing its revenue-producing investments".

It argues that Dunloe's prime development site "is unlikely to be developed for a number of years, while continuing to incur costs". The site has not been named but it is an obvious reference to Dunloe's 405 acres of development land at Cherrywood, Loughlinstown, Co Dublin. In contrast, it sees a bright future for Ewart. As Northern Ireland's only listed property company, it sees itself well placed to deliver further value from both its substantial development stock and its various revenue-producing operations.

It argues that its future performance is underpinned by:

developments such as the flagship Lanyon Place development, of which 50 per cent remains to be completed in the period to 2003;

its strategy of ensuring that all its land holdings are revenue producing;

its policy of not recognising development profit until it is secured;

its cash-generating operations at West Kent and Ewart Car Parks;

its 25 per cent holding in the company which owns the five-star Belfast Hilton, scheduled to open in September 1998.