Thomas Read acts to delay O'Brien deal

Thomas Read Holdings' owner, Mr Hugh O'Regan, will today go directly to Break for the Border's institutional shareholders to …

Thomas Read Holdings' owner, Mr Hugh O'Regan, will today go directly to Break for the Border's institutional shareholders to press for a postponement of the extraordinary general meeting (e.g.m.) called for next Monday to approve Break's purchase of six Dublin pubs and hotels owned by the O'Brien brothers, Liam and Des.

This move by Mr O'Regan follows the rejection by Break of his indicative offer of at least 45p per share (£15 million sterling) for the British-owned group. Break has also refused to consider postponing the e.g.m., which will consider the proposal to buy the O'Brien pubs for £14.6 million sterling (€22.73 million), a move that would see Liam and Des O'Dwyer end up with a combined 46 per cent stake in Break.

The market responded enthusiastically to the prospect of a possible bid for Break by Thomas Read, and, in heavy trading, the shares jumped 7 1/2p to 43 1/2p sterling, slightly below the level indicated by Read in its statement yesterday. At that level, Break shares are not far off their 49p sterling high.

In a move that took the market by surprise, Thomas Read - which owns the Morrison Hotel and a chain of Dublin pubs including The Harbourmaster, Thomas Read's, Hogan's, The Bailey, Life, Searsons and Pravda - said that it was considering an offer for Break of at least 45p a share, but only if Break postpones next Monday's e.g.m. to approve the O'Brien deal.

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Under the terms of the deal to be approved at next Monday's meeting, the O'Brien brothers would receive £4.4 million sterling in cash and £10.2 million worth of Break shares in return for six pubs and hotels - The George, Bad Bob's, Zanzibar, O'Dwyers of Mount Street, the Rathmines Plaza Hotel and Savannah Bar, the Trinity Plaza Hotel and Fireworks Bar on Pearse Street.

Break already owns the eponymous Break for the Border bar, Major Tom's, Sinnotts and the Cafe en Seine. But the approach by Thomas Read has been dismissed out of hand by Break's managing director, Mr Roger Beaumont. Speaking to The Irish Times, Mr Beaumont said: "I had some discussions with Hugh O'Regan and he put forward an indicative offer which did not have financing. The indicated offer is wholly inadequate, it's a miserable offer and it doesn't adequately value our company now or after the deal with the O'Briens."

Mr Beaumont said there was no question of postponing next Monday's e.g.m., at which the Break board will fully back the deal with the O'Brien brothers.

Mr O'Regan was not available for comment, but sources close to his company said that he will be speaking today with some of Break's institutional shareholders who are not happy with the terms of the O'Brien deal. The sources admitted that Thomas Read does not have confirmed financing for its proposed offer, but said that it expects its bankers will make the required £20 million finance available subject to due diligence and detailed funding terms.

But with Break refusing to engage in further discussions, Thomas Read is not in a position to carry out diligence on Break and confirm its financing. That is why Mr O'Regan is now depending on dissatisfied shareholders to push through a postponement of next Monday's e.g.m. so that shareholders can consider both proposals - the purchase of the O'Brien assets and Thomas Read's proposed takeover.

The 36-year old Mr O'Regan began building his empire in 1991 and now runs a chain of hotels and pubs across Dublin. All of the outlets are operated through subsidiary companies, and turnover for the year to the end of last May was £37.1 million .