INM to 'remain focussed on business' during probe as ODCE set out matters to be investigated

INM to 'remain focussed on business' during probe as ODCE set out matters to be investigated
Ian Drennan, the Director of Corporate Enforcement leaving the High Court in Dublin after the hearing. Picture: CourtPix.

Independent News & Media, INM, has said its board and the company’s management intended to remain focused on the business and ensuring that the Group’s operations continue, so far as possible, to be conducted as normal.

The company were responding to today's High Court decision to grant the ODCE’s application for the appointment of Inspectors to INM.

In a statement this evening the company said: "The High Court of Ireland has today indicated its intention to make an order appointing Mr Sean Gillane SC and Mr Richard Fleck CBE as inspectors under section 748 of the Companies Act, 2014 to inquire into and report on certain issues relating to the conduct of the affairs of the Company.

"These issues include the accessing by third parties of the Company’s data from 2014, the proposed acquisition in 2016 by the Company of Newstalk Radio and other matters that were the subject of disclosures made by Mr Robert Pitt, the Group’s former CEO, to the Company.

"The inspectors would also report on whether Mr Leslie Buckley, the former Chairman of the Group, disclosed information to third parties in breach of market abuse or other applicable law and whether there have been any breaches of law arising from any of these matters and the Company’s response to the disclosures made to it.

"The Court has indicated its intention to make the order on Thursday, 6 September 2018 at 10.00 a.m. subject to the Company having an opportunity at that time to make submissions to the Court. The Board will consider the terms of today’s decision and the action that the Company might take in the interests of the Company and its stakeholders.

"The Board and the Company’s management intend to remain focused on the business and ensuring that the Group’s operations continue, so far as possible, to be conducted as normal.

Michael Doorly, interim group chief executive of Independent News and Media (INM) pictured arriving at the Four Courts today. Picture: Paddy Cummins/IrishPhotodesk.ie
Michael Doorly, interim group chief executive of Independent News and Media (INM) pictured arriving at the Four Courts today. Picture: Paddy Cummins/IrishPhotodesk.ie

In another statement the Office of the Director of Corporate Enforcement said inspectors Mr. Richard Fleck, CBE and Mr. Seán Gillane, SC would investigate the various matters set out in their Terms of Reference as determined by the Court.

The ODCE said that in doing so, the Inspectors will have at their disposal the wide range of powers provided to them under the Companies Act 2014 and the principal matters to be investigated as indicated by the High Court, include:

• The interrogation of INM’s data;

• The proposed acquisition by INM of Newstalk radio;

• The proposed payment to Island Capital of a success fee associated with the disposal of INM’s shareholding in APN;

• The Independent Review process; and

• Possible breaches of Market Abuse Regulations.

Welcoming the decision of the President of the High Court, the Director of Corporate Enforcement, Mr. Ian Drennan said the ODCE’s application for the appointment of Inspectors followed a lengthy and wide- ranging investigation that identified several issues of serious concern relating to INM.

He went on: "That investigation was initiated on foot of a protected disclosure made to the ODCE. The initial scope of the investigation was subsequently broadened in response to the receipt of a further expression of concern.

"The ODCE’s investigation was conducted over a period of approximately 15 months. Over the course of the investigation, a total of 33 statutory requirements for the provision of documents, explanations and assistance respectively were served on INM and on several other parties.

"This resulted in the ODCE assembling a substantial volume of documentary evidence, including email and text message communications. Following a review of the materials assembled over the course of the investigation, the ODCE identified a number of matters of serious concern relating to INM.

"While extensive use was made of the ODCE’s statutory powers, a point was reached where, in the ODCE’s assessment, the further progression of this investigation necessitated the deployment of the more powerful investigative tools reserved by law to High Court Inspectors.

Mr Drennan went on to say it was on that basis that an application for the appointment of Inspectors to the company was lodged with the High Court on 23 March 2018.

"INM subsequently took Judicial Review proceedings in the High Court seeking to quash the ODCE’s decision to seek the appointment of Inspectors. In taking those proceedings, INM argued that the ODCE had been under an obligation to consult with the company prior to making an application to the High Court for the appointment of Inspectors.

"In a judgement delivered on 1 June 2018, Mr. Justice Seamus Noonan rejected that argument and dismissed INM’s application. Today’s judgment by the President of the High Court indicating his intention to grant the ODCE’s application means that the investigation will now be further progressed by Court-appointed Inspectors.

"The Inspectors are vested with significant statutory powers not available to the ODCE, including the powers of compellability and examination of relevant persons on oath.

Mr. Drennan went on to point out that the investigation commenced following receipt of a protected disclosure.

"The Protected Disclosures Act 2014 is an important piece of legislation that provides a statutory framework within which workers can raise concerns and disclose information regarding potential wrongdoing while enjoying protections against penalisation (such as suspension, dismissal, demotion, disciplinary action etc.).

"In this case, protected disclosures were made both internally within INM and directly to the ODCE. The protections afforded by the Protected Disclosures Act 2014 were a key factor in facilitating the ODCE’s investigation of the issues that have led to the judgment delivered in the High Court today." he concluded.

The matter is due back before the President of the High Court on Thursday, 6th September, at 10am when an application for costs by the ODCE will be considered and also to allow INM time to consider the judgement.

- Digital Desk

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