Court hears that secret meetings led to Clerys takeover as part of 'Project Clock'

The iconic Clerys Department Store was purchased following a number of secret meetings as part of a plan called ‘Project Clock’, the High Court has heard.

The claim was made by inspectors conducting an investigation into the collective redundancy of the store’s 460 workers in June 2015, hours after the group of companies that owned and operated Clery’s was sold to a joint venture called Natrium by its previous owners the US Gordon Brothers group.

Natrium is a joint venture made up of Cheyne Capital Management in the UK, and a company of Ms Deirdre Foley who is the owner of property firm D2 Private  Ltd.

The inspectors, appointed by the Workplace Relations Commission (WRC), are opposing a challenge brought by D2 and Ms Foley against the WRC concerning the powers of the inspectors, who seized documents and a computer from D2′s offices in May.

In a sworn statement to the High Court one of the inspectors James Kelly said events, including secret meetings, had taken place as part of a plan called “Project Clock,’ concerning the purchase of Clerys on June 12th 2015 last.

He said the decision to wind up the company was not taken on June 12 as has been claimed. He said while Ms Foley and D2 say the transaction concerning Clerys was bona fida and above reproach he said they had concealed information that seriously called into question the position being adopted.

Claims

It was also alleged the High Court was misled when an application to wind up the company that operated Clerys, OCS Operations Ltd, came before the High Court hours after the takeover had been completed. Representations made to the court on that date were utterly false, Mr Kelly said adding that “a makeshift set of affairs” was presented to the court.

The decision to wind up the company was not made at arm’s length nor was it independent of the applicants, Mr Kelly said. Information was given to the High Court that impeded and complicated the investigation, he added.

Ms Foley, in a sworn statement in reply to the allegations, rejects “in the strongest possible terms” the inspector’s claims which she described as “far fetched” and “irresponsible.”

The Clerys store in Dublin

The claims against her and other persons and entities associated with the purchase of Clerys had “no credible basis,” and were just “hearsay.”

She said the decision to liquidate the company, which was insolvent, was not taken by her or D2 or Natrium, who were never the employers of the workers. It was taken independently by directors of OCS Operations Ltd, which had operated the store and employed the workers.

Her counsel Eoin McCullough SC said the claims were prejudicial to his client and irrelevant to the claim before the court.

Other parties, including an employee of D2 Mr Mark Redmond, the directors of OCS operations who took the decision to liquidate the company, Brendan Cooney and James Brydie and Mr Eamonn Richardson of KPMG who was appointed liquidator of OCS Operations also strongly rejected allegations of impropriety made against them by the inspectors in respect of the Clerys takeover.

Rejected allegations

They also rejected claims that secret meetings in advance of the takeover or that any misleading information was given to the High Court when an application was made by the directors to wind up OCS Operations.

The information given to the High Court in respect of the winding up petition was accurate, Mr Cooney said in a sworn statement.

The inspector’s claims were made on the second day of judicial review proceedings brought by Ms Foley and D2 Private against the WRC concerning the powers of the inspectors, who seized documents and a computer from D2′s offices in May.

The case was brought after the inspectors, along with gardai, entered D2′s offices at Harcourt Terrace, Dublin, last May and seized various materials.

D2 and Ms Foley are challenging the inspectors’ reliance on provisions of the 1977 Protection of Employment Act and the 2015 Workplace Relations Act, including powers to enter premises and take documents.

Scope of investigation

Mr McCullough told the court the seizure of the materials is “outside the ambit” of the 1977 Act. The inspectors have engaged in an investigation of the underline commercial transaction which they are not entitled to do, counsel submitted.

The WRC and the inspectors oppose the application. They claim D2 and Ms Foley have no right to complain about the scope of the investigation.

As part of their investigation, they are examining the involvement of Ms Foley and other persons and companies leading to the making of the collective redundancies, the inspectors said.

The say Ms Foley was involved in events that preceded the purchase of Clerys and the collective redundancies of the workers.

Given the information gathered by the inspectors, the D2 premises had become a place of specific interest to the investigators, it was stated. The materials seized were taken in lawful exercise of the inspectors’ duties.

The hearing, before Mr Justice Michael Twomey, resumes next week.