Four non-executive directors in Green Property will share €0.5 million for the "additional work" they have undertaken in connection with takeover negotiations for the company, it has emerged.
The five directors, who earlier this month backed a bid made by Green managing director, Mr Stephen Vernon, will receive the payment regardless whether this bid succeeds.
Chairman Mr Ray MacSharry will take the largest share in the payments, receiving €200,000, while fellow non-executive directors - Mr Richard Hooper, Mr Dennis Twining and Mr Kevin Wylie - are to receive €100,000 each. The payments are revealed in an offer document detailing Mr Vernon's bid for Green, which has been sent to company shareholders.
The €1.05 billion offer is based on paying €9.80 for each Green share, a 27.6 per cent premium on the company's share price on April 16th, the day before Mr Vernon made his approach.
Mr Vernon's Rodinheights vehicle is backed by Merrill Lynch and ICC Holdings, which is owned in turn by Bank of Scotland.
The offer document shows that shareholdings in the vehicle are split three ways, with Mr Vernon holding 2 per cent and the two banks equally sharing the remainder.
If the Green offer becomes unconditional, these shares are to be subdivided and reallocated in four classes to incorporate a company incentive scheme, which could generate significant extra income for Mr Vernon and other members of the management team.
Currently, Mr Vernon owns just less than 1.3 per cent of the company. Under the terms of the Rodinheights bid, he will receive €907,891 for the 92,642 shares he holds in the company, and €12,524,498 for the 1,278,010 share options due to him.
The non-executive directors are also due significant payments for shares they hold in the company. Mr MacSharry will receive €17,659, Mr Twining €29,400, Mr Hooper €29,400 and Mr Wylie €247,940.
The directors can opt to receive loan notes issued by Rodinheights instead of cash. These notes would attract the six-month Euribor rate minus 0.5 per cent. The offer document also states that Mr Vernon is to pay himself an annual salary of £400,000 sterling (€625,870) for managing director duties if his offer for Green is successful.
This represents a nine per cent decrease on his current basic salary of £441,000 sterling.
Green's annual report for 2001 shows that Mr Vernon was paid a total of €1,335,703 last year when bonuses, benefits-in-kind, profit-sharing and pension contributions are considered.
If shareholders decide to approve the Rodinheights offer, they must do so on or before August 2nd.
The bid, which has seen off competition from Treasury Holdings, brings Mr Vernon as close as he has ever been to taking control of Green Property.
A previous attempt to take the firm private in an MBO failed 18 months ago.
Green Property shares closed unchanged at €9.68 yesterday, 12 cents below the Rodinheights offer for the company and two cents off its all-time high of €9.70, which was reached less than two weeks ago.
