Johnny Ronan’s return may be tempered by directorship ruling

It would appear that Johnny Ronan is back. The black mane is streaked with grey but the chutzpa seems undimmed as it emerged last week that he is starting his come back with a €40 million purchase of an office block in Dublin.

Not only that, he plans to buy himself out of the clutches of the National Asset Management Agency - to whom he owes €400 million - with the help of a new backer, the UK property fund Development Securities. We are told that Nama - i.e., the taxpayer - will be repaid the full €400 million.

Ronan’s previous antics at Treasury Holdings, however, may yet come back to bite him as the liquidator of that business - which he owned with Richard Barrett - will decide in the next few days whether or not to seek and order restricting both men from being company directors.

Treasury - one of the biggest development companies in the state - was put into liquidation by Nama after it finally lost patience with the pair in 2012. The liquidator. Michael McAteer of Grant Thornton, accused Ronan and Barrett of carrying out two asset-stripping transactions in the dying days of Treasury – which had debts of €2.7 billion, including €1 billion owed to Nama – that in effect defrauded the company’s creditors.

One was called the Tail transaction for short. It involved the pair selling themselves Treasury’s interest in a large portfolio of Chinese properties. They bought the shares at an undervalue and using an IOU that was pretty much unenforceable, it was claimed.

The other alleged fraud involved the sale by Treasury to Barrett of two other companies which managed the Chinese properties for something close to one fifth of their real value. This was called the ManCo transaction.

The net effect of these two transactions was to separate the bankrupt carcass of Treasury from the Chinese asset, which has had many names over the past year but at that stage were called Forterra. Both Mr Barrett and Mr Ronan were significant shareholders in Forterra in their own right, owning in the region of 30 per cent.

McAteer ended up agreeing to a proposal from Barrett that would see a Hong Kong property company Nan Fung Investment Management buy Forterra and the management companies involved in the ManCo deal. The proceeds would be used to make good on the Tail IOU and see the Treasury liquidator get full value for the ManCo transaction. The value to the liquidation of the settlement was €47 million, the court was told.

That was not all however. Barrett was to get a €5 million success fee for putting the deal together, and to walk away with some €36.3 million in cash – the proceeds from the sale of the shares he held directly in Forterra. Ronan got something similar.

Justice Peter Kelly approved the deal as being in the best interest of creditors but not before expressing his disquiet at payments to Barrett who he described as “ a defendant against whom there is an allegation of fraud”. When he eventually approved it, he said he would prefer that the defendants were not benefitting.

Given his comments and the seriousness of the allegations it would have been surprising if that was the end of the matter and it wasn’t. McAteer will now submit a report to the Office of the Director of Corporate Enforcement - known as a section 56 - in which he has to say whether the men acted “honestly and responsibly”. He then has to tell the ODCE whether or not he will be taking an action against the two men to restrict them from being company directors in the future.

It is not as straight forward as it might seem. Only 16 of the 280 companies in the Treasury Holdings group are actually in liquidation and and McAteer can only form an opinion about the behaviour of the two men in respect of the companies he is liquidating. The company involved in the Tail transaction - for example - is not in liquidation.

Should McAteer take the view that nothing occurred in the liquidated companies that merits restriction it is then up to the ODCE to either agree or tell him to take the restriction action anyway. This has happened in the past but the court has ruled against the ODCE.

It remains open to the ODCE, however, to bring its own separate actions against the two men - if it feels they have a case to answer - under its powers to identify and enforce serious breaches of company law.