The High Court has refused an application by eight Permanent TSB Group Holdings shareholders to prevent the Minister for Finance completing the sale of Irish Life Group Limited to Canada Life. The ruling concerned interlocutory relief only; it did not decide the underlying challenges to the Minister’s acquisition of the company or the legality of the related direction orders.
The Minister signed the sale contract on 19 February 2013. At the time of the application, regulatory approvals remained outstanding, and the Minister’s affidavit estimated that completion could take place on 10 July. The contract provided for either party to terminate if the transaction had not completed by 31 October, subject to its terms.
The plaintiffs sought to restrain completion until several related proceedings and a possible appeal had been determined. They argued that a resale could undermine their challenges to the Minister’s ownership and alleged breaches of European Union law. The Minister accepted that there was a fair issue to be tried in at least one of the related proceedings, while opposing the injunction.
Justice Laffoy applied the Irish interlocutory injunction criteria. She found that the plaintiffs had shown a fair issue to be tried, but concluded that the balance of convenience favoured refusing the order. The Minister’s affidavit described the cost to the State of holding the company as about €4.7 million a month and said that delaying completion could put the transaction at risk. It also referred to potential effects on employees, customers and the businesses involved. The judge treated the claimed effects on third parties as having limited significance to the balance of convenience.
The judge considered that, if the plaintiffs ultimately established wrongdoing and suffered loss, appropriate redress could be provided. She concluded that completion would not make their claims or requested reliefs moot. The plaintiffs could not offer an undertaking that would adequately compensate the Minister if the injunction were granted and the plaintiffs later lost. The court also found unreasonable delay in bringing the application, though it said the primary reason for refusing relief was the balance of justice.
The court declined to refer the two questions specifically concerning interim relief to the Court of Justice of the European Union, finding a reference unnecessary after deciding the application. It left the question of referring the other proposed questions for consideration at the substantive trial of the related proceedings. The order dismissed the plaintiffs’ application; the underlying proceedings remained unresolved.