The High Court has directed Ison Innovations Limited to provide €474,622 as security for costs in a shareholder dispute concerning Homeland Group Holdings Limited and its Berwick Pines residential development in Dublin.
Ison owns 26.86% of Homeland Group Holdings, while the remaining shares are held by Homeland Development Finance Limited, owned by director Neil Collins. Ison has brought separate proceedings under section 212 of the Companies Act 2014 alleging oppression of its minority interest.
It claims, among other matters, that property assets were transferred out of the group at an undervalue and that company debt was restructured in a way which disadvantaged Ison while benefiting Mr Collins and the majority shareholder. Those allegations are disputed. For the purposes of the security application, Ison accepted that the respondents had established a prima facie defence.
The immediate issue was whether Ison would realistically be able to pay the respondents' costs if it lost the underlying case.
Mr Justice Oisín Quinn found that Ison does not trade, has no material income and holds no significant cash reserves. Its only substantial asset is its minority shareholding in the private company, which Ison's 2023 accounts valued at more than €2 million.
However, the judge held that accounting value was not enough. The shares are subject to transfer restrictions, have no ready market and depend substantially on the future performance of the Berwick Pines development, while the group carries debt of approximately €12.5 million.
The court found no concrete evidence showing how the shares could be sold, charged or otherwise converted into cash within the period relevant to a costs order.
Ison also argued that any weakness in the value of its holding resulted from the alleged wrongdoing at the centre of its oppression claim. The judge accepted there was a prima facie case that the disputed transactions may have reduced the shareholding's value, but held that this did not establish that the alleged conduct caused its inability to turn the shares into cash.
Security of €474,622 was therefore ordered in principle, with a further hearing to consider whether payment should be phased and to determine costs of the application.