·

Did the DLGC clubhouse issue (see page 12) represent a sham to frighten members of DLGC into accepting the Ballyman deal?

·

Information meetings were held in May/June 2002.

·

Montgomery informed the members that the deal with the developer involved the following financial elements.

The impression clearly given by this presentation was that valuations and costs most certainly did matter. The members of DLGC were receiving ˆ100 million for their golf club and that they would spend  ˆ80 million on the development of the Ballyman facility with ˆ20 million cash on completion.

·

Lisney had apparently prepared valuation reports on the DLGC and Ballyman lands and in the case of DLGC, by reference to a professional assessment of the likely building density. The existence of such valuations was critical to the members of DLGC in accepting the Ballyman deal. Other development land sales in the area would raise very serious questions about such apparent Lisney valuations?

·

All professional fees, costs and stamp duty in relation to the “deal” would be paid by the developer – Clause 14 of the Heads of Agreement (Appendix 9) and (Appendix 11).

·

No information was provided on the breakdown of the ˆ40 million Ballyman development costs but members were advised that these had been examined by the club's professional advisors and consequently no useful purpose would be gained by enquiring into the figures. There was certainly no reference made to the inclusion of  ˆ16 million for financial, contingency and sundry costs as advised to the members of DLGC for the first time at the EGM on 9^th January 2003.

·

No representatives from any of the club's professional advisors were present at any of the information meetings to deal with member's questions.

·

The CRC had granted a 30-month  “free” option to the developers on the purchase of the DLGC lands incorporating an important “exit” to the developer if the building density was not to their satisfaction – Cause 2 of the Heads of Agreement. There was no consideration paid by the developer for such a lucrative and valuable option.

·

The members of DLGC approved the Ballyman deal at an EGM on 19^th June 2002.

·

The members of DLGC have never approved the minutes of the June 2002 EGM.

·

Were the members of DLGC “fully informed of all the details” as advised by the 2002 Captain of DLGC, Pearse Rayel?

·

Coen was concerned with the absence of any meaningful information on the financial elements of such a large transaction. Coen wrote to Montgomery on 15^th June 2002 (Appendix 1). On 29^th July 2002 (Appendix 2) Montgomery replied declining to respond in writing but instead suggested a meeting to discuss the issues in Coen's letter.

·

Coen attended the meeting on 26^th August 2002 with his copy of the letter of 15^th June 2002 (Appendix 1) while Montgomery attended the meeting with two bulky files to which he referred throughout the meeting.

Montgomery disclosed the following information to Coen at this meeting:-

·

There were no Lisney valuations and the values of  ˆ100 million and ˆ40 million had been agreed between the CRC and the developers after many long hours of negotiations and horsetrading!  Montgomery did however disclose a document to Coen indicating an “alternative use” value for Ballyman of ˆ42.5 million. Why disclose such a document if a Lisney valuation existed?

Note :  If there were no professional valuations, what therefore was the real value of DLGC?  Could the figure be ˆ200, ˆ300, ˆ400 or even  ˆ500 million?

·

The Ballyman development costs of ˆ40 million included the following :-

Note:  Coen's figure for the Ballyman clubhouse was ˆ10 million (Appendix 1).  Coen  was advised by Montgomery on 26^th August 2002 that the figure was in fact ˆ8 million, the same figure which was disclosed to the members of DLGC for the first time at the EGM on 9^th January 2003 – over four months later!

·

Coen noted these figures (Appendix 1) as they were furnished by Montgomery and these notes were shown to another member within days of the meeting on 26^th August 2002. This member has confirmed this disclosure in writing.

·

When Coen question the inclusion of the ˆ17.4 million by reference to clause 14 of the Heads of Agreement, Montgomery responded that clause 14 must be incorrect.  Montgomery agreed to check this point with the club's solicitors and revert to Coen. He never did. Arthur Cox, the club's solicitors would later confirm Coen's interpretation of clause 14 to be correct – see pages 17 and 29.

·

When Coen questioned the inclusion of bank interest and finance costs of ˆ5.3 million, Montgomery responded that if this amount was not included under development costs, it would have to be deducted from the ˆ20 million cash payment in 2008.

·

At the conclusion of the meeting Montgomery asked Coen to treat such information in confidence notwithstanding his insistence minutes earlier that the members of DLGC had been fully informed of such information.

Coen's Response to Montgomery.

This is dealt with fully in section V, pages 19-20 and the following is a summary of that section.

·

Within days of the meeting on 26^th August 2002, Coen spoke with another member of DLGC and showed him details of Montgomery's disclosures (Appendix 1).

·

In early September 2002 Coen advised a club Trustee, Terry McSweeney, about Montgomery's disclosures.  McSweeney's reaction was that if true, the EGM in the Royal Marine Hotel on 19^th June 2002 was null and void. There is absolute certainty in Coen's recollection on this point.

·

Coen wrote to Montgomery on 7^th September 2002 (Appendix 4) clearly acknowledging the information furnished at the meeting on 26^th August 2002 and requesting that such information be disclosed to the members of DLGC.

·

Coen spoke twice in September 2002 with the then club Treasurer, Brendan Ryan, about Montgomery's disclosures.  Ryan admitted that he was not aware of such information, he would however speak with Montgomery on the matter and then “forgot” to do so.

·

In the absence of any response from Montgomery, despite a reminder, Coen wrote to the Trustees of DLGC on 8^th October 2002 (Appendix 5) informing them of Montgomery's disclosures at the meeting on 26^th August 2002.

·

Ryan, the then club Treasurer and current (2004) Captain of DLGC confirmed he had read Coen's letter to the Trustees (Appendix 5) and advised Coen  “ I think you would have been better off letting sleeping dogs lie”.  There is absolute certainty in Coen's recollection on this point.

·

Coen prepares a circular (Appendix 9) which a member brings to the attention of the 2002 club captain, Pearse Rayel, who expresses ignorance of its contents and which he feels justifies the calling of an EGM.

·

Coen attempts to open dialogue again with McSweeney and Ryan.  McSweeney refuses to meet with Coen and Ryan responds by stating “ I must support my colleagues on Council.”  There is absolute certainty in Coen's recollection on this point.  Does this suggest the captaincy of DLGC will be obtained by Ryan at any price?

·

Coen has a meeting with representatives of the club's Trustees (Byrne) and Parent Council (Sexton) on 25^th November 2002 (Appendix 10).

·

Coen and 19 other members of DLGC requisition an EGM in accordance with the club's rules which is lodged with the club on 29^th November 2002 and Coen prepares a further circular for the information of DLGC members in late December 2002 (Appendix 11).

·

Coen is forewarned about Montgomery’s decision to deny and lie about Coen’s account of the meeting on 26^th August 2002 and in response swears an Affidavit on 9^th January 2003 concerning his account of the meeting (Appendix 3).

·

Coen addresses the EGM on 9^th January 2003 from a prepared script.

·

When Coen seeks to respond to Montgomery's disgraceful statement “One of us is a liar and it's not me” he is prevented from doing so by the chairman of the meeting (McKimm) in a threatening and intimidating manner.

Montgomery's response to Coen.

This is dealt with fully in section VI, pages 21-25 and the following is a summary of that section.

·

Montgomery responds to Coen's letter of 7^th September 2002 by letter which is dated 4^th October 2002 and posted 8^th October 2002 (Appendix 7) – the same date as Coen's hand delivered letters to the Trustees of DLGC (Appendix 5).

·

Montgomery's letter (Appendix 7) :-

·

There is no response from Montgomery to Coen's letter to the Trustees (Appendix 5) or Coen's circulars to the members (Appendix 9) and (Appendix 11).

·

Montgomery addresses a meeting on 23^rd December 2002 in DLGC attended only by the past captains of the club and members of the Parent Council and the Trustees.

·

Montgomery speaks twice at the EGM on 9^th January 2003.

·

Montgomery writes to the captain of DLGC (Dempsey) on 3rd February 2003 (Appendix 13) again denying Coen's account of their meeting and unwittingly acknowledges that he lied to the members of DLGC at the EGM on 9^th January 2003.

This is dealt with fully in section VII, pages 26-30 and the following is a summary of that section.

·

Receipt of Coen's letter of 8^th October 2002 (Appendix 5) was acknowledged by the Trustees on 17^th October 2002. No further written response would be issued.

·

In early November 2002, McKimm, Trustee and Club President informs Coen that the contents of his letter (Appendix 5) “ might be a lot more serious then you think” and that the club's Parent Council had not yet been informed of its contents.

·

Coen is invited to a meeting on 25^th November 2002 to discuss the issues in his correspondence of  8^th October 2002 (Appendix 5).  The meeting with representatives of the club's Trustees (Byrne) and Parent Council (Sexton) on 25^th November 2002 (Appendix 10) is dictatorial and confrontational.

·

Coen is advised that the Trustees and Parent Council have decided that the members of DLGC are not entitled to be informed of Montgomery’s disclosures to Coen on 26th August 2002 because :-

·

There is no indication or warning of Montgomery's “categorical denial” about his disclosures to Coen at the meeting on 26^th August 2002?

·

Sexton advised Coen that valuations and costs did not matter and that the deal was all about a land swap and ˆ20 million.  Until 25^th November 2002, the “deal” was all about valuations and costs.

·

Sexton stated the Lisney valuation reports existed but would not be made available for confidential reasons. 

·

Byrne stated the Parent Council had legal opinion to the effect that Clause 14 of the Heads of Agreement was not relevant and this legal opinion was also confidential. What about Arthur Cox's written opinion  – see pages 17 and 29?

·

When questioned by Coen on the correctness of the ˆ17.4 million non-development costs, Sexton was evasive – the figures were either right or wrong but Sexton did not know.

·

The minutes, prepared by Des Bodley (a full member), were delivered to Sexton on 26^th November 2002.  Sexton returned the minutes on 3^rd December 2002 (Appendix 10) with extensive amendments, including references to matters never discussed at the meeting. These amendments were rejected in writing by Bodley and Coen (Appendix 10).

·

On 5^th December a Notice advising members of the EGM requisition was posted throughout the clubhouse.  This notice claimed that Coen's account of the meeting with Montgomery had been fully investigated to the satisfaction of the Trustees and the Parent Council.  Coen was never interviewed as part of this investigation. Was Montgomery ?

·

The members were informed on 19^th December 2002 that the Parent Council had obtained Senior Counsel's opinion on the legal validity of the members' requisition. This legal opinion was also confidential!

·

On 23^rd December 2003 a meeting was held in DLGC attended by the past captains, the Trustees and members of the Parent Council.  The purpose of the meeting was to consider how best to respond to the members requisition.  Montgomery addressed this meeting. McKimm the chairperson at the forthcoming EGM also attended this meeting.

·

The EGM on 9^th January 2003 was confrontational from the outset with Sexton declaring to the meeting “ How dare these members challenge the authority of Council.”  Sexton was already on record as stating the same members owned their club!

·

Sexton sought to confuse by introducing the proverbial red herring – an assertion by Coen and his fellow requisitioners that ˆ17.4 million was missing. No such accusation was ever made.

·

The members of DLGC were advised on 9th January 2003 for the first time that the Lisney valuations indicated a range for DLGC of  ˆ99.5 to ˆ101.5 million and for Ballyman of  ˆ38.5 to ˆ40.5 million – very exact figures in a rising market!

·

The members of DLGC were also advised on 9th January 2003 for the first time that the ˆ40 million Ballyman development costs included :

·

The figure of ˆ8 million was the same figure furnished to Coen by Montgomery on 26^th August 2002 (Appendix I) - 4 months earlier.

·

When Coen sought to respond to Montgomery's remark - “One of us is a liar and it's not me” - he was prevented from doing so by McKimm in a threatening and intimidating manner.

·

The “official” minutes of the meeting on 9^th January 2003 (Appendix 12) are materially incorrect in many respects both as to their content and accuracy and would not appear to conform to legal requirements.

·

The minutes of the meeting on 19^th June 2002 and  9^th January 2003 have not been properly adopted and approved by the members of DLGC. When Coen and others including a past captain sought to clarify this very important point at club general meetings, they were ruled out of order by the chair (McKimm).

Do the facts not also strongly indicate that the Parent Council of DLGC have failed to investigate this matter in a comprehensive and transparent manner?  Does such a failure suggest that they may have engaged in a sinister and perverse cover-up concerning the information disclosed by Montgomery to Coen on 26^th August 2002 and if so, why?

Montgomery's conduct and that of the Parent Council raise a number of important questions.

Q.1

Where did Coen get the very specific information on the Ballyman development costs, including the figure of ˆ8 million for the clubhouse, if not from Montgomery on 26^th August 2002? (Appendix 1).

Q.2

Why should Montgomery show Coen a document on 26th August 2002 purporting to value Ballyman at ˆ42.5 million if a Lisney valuation for this property existed? What possible relevance could such a document have?

Q.3

How could the DLGC lands have been valued at ˆ1.2 million per acre when similar land elsewhere in the Dun Laoghaire / Rathdown area had or was achieving 2-4 times this figure?

Q.4

When Montgomery wrote to Coen on 4^th / 8^th October 2002 (Appendix 7) why did he not immediately challenge, refute or categorically deny Coen's very clear account of the information he had received at the meeting on 26^th August 2002?  Why should a person in Montgomery's position respond to a letter the contents of which he categorically denies and makes no attempt to do so?

Q.5

If the Trustees and Parent Council of DLGC had fully investigated Montgomery's disclosures to Coen at the meeting on 26^th August 2002 and established from Montgomery that he categorically denied furnishing such information, why did they not disclose this fact to Coen at the meeting on 25^th November 2002 or sooner?

Q.6

On receipt of Coen's letter of 8^th October 2002 (Appendix 5) by the Trustees of DLGC and its subsequent acknowledged “investigation” by the Trustees and Parent Council of DLGC, why did the Trustees or Montgomery not immediately write to Coen challenging and categorically denying Coen's account of the meeting? Why was Montgomery allowed wait until a very costly (ˆ24,000) and divisive EGM on 9^th January 2003 – three months later - to make such a disclosure?

Q.7

If the Parent Council of DLGC were prepared to appoint an independent outside investigator to examine a two minute exchange of words concerning Coen's request for a copy of a DLGC published notice, why were they not prepared to appoint a similar investigator to deal with the far more serious issues raised by Coen in his letter to the Trustees of 8^th October 2002 (Appendix 5) or for that matter, Montgomery's letter to the captain on 3^rd February 2003 (Appendix 13)?

Q.8

What did Brendan Ryan, the then club Treasurer and current (2004) Captain of DLGC mean when He advised Coen on 8th October 2002  “I think you would have been better off letting sleeping dogs lie.” Was Ryan aware of or part of the cover-up?

Q.9

Why did the captain of DLGC (Dempsey) refuse to meet Coen, even in the presence of joint solicitors, to discuss Coen's very serious concerns about Montgomery's lies and denials at the January 2003 EGM?