Eircom ESOP: when's our next windfall?

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[FONT=Verdana, Arial, Helvetica, sans-serif]The board of eircom ESOP Trustee is pleased to advise that the Australian Courts have today (16th December) approved the STT acquisition of eircom Holdings Limited (‘ ERC’). This follows the overwhelming approval of the STT Offer by ERC shareholders at a Scheme Meeting held on 15th December.[/FONT]
[FONT=Verdana, Arial, Helvetica, sans-serif]The transaction is expected to conclude in early January following final Court approval in Australia.[/FONT]
[FONT=Verdana, Arial, Helvetica, sans-serif]The board of eircom ESOP Trustee welcomes the approval of the Australian Courts and the overwhelming endorsement of ESOP beneficiaries for the transaction and they looks forward to working constructively with STT in dealing with the many challenges that lie ahead.[/FONT]
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[/FONT] [FONT=Verdana, Arial, Helvetica, sans-serif] Yours sincerely,[/FONT]

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Con Scanlon [FONT=Verdana, Arial, Helvetica, sans-serif]
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[FONT=Verdana, Arial, Helvetica, sans-serif]General Manager & Company Secretary[/FONT]
[FONT=Verdana, Arial, Helvetica, sans-serif]eircom ESOP Trustee Limited[/FONT]
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[/FONT][FONT=Verdana, Arial, Helvetica, sans-serif]16 December 2009[/FONT]

Hi All, please see below the email stream between myself and a CWU rep after I had asked for Union Solicitor's details.........see what you think, are we being pushed to the side????? Sorry if it's a bit long winded......


Hi
In relation to your interest in speaking with the Union solicitor re the
ESOP I can tell you that the Union retains the services of Daly Lynch
Crowe.
However, I should point out that these solicitors are there to advise on
matters of employment law. They would not necessarily have a particular
expertise on ESOP matters or legal issues pertaining to same.
Should you wish to raise an issue with them regarding the ESOP you would
be doing this on a personal basis and not as a member of the union. As
you no doubt know the ESOP is separate from the Union.
I should also note that the ESOP has its own legal representatives and I
would respectfully suggest that your queries might be better served if
they were put in writing to this group on the basis that they will
likely have the expertise and knowledge required to address you
questions.
Regards,

Ian McArdle


Hi Ian,
I don't know if you have ever had occasion to make enquiries of the ESOP
office but I can tell you that they are unhelpful to the point of being
rude. It is obvious to all that they are told not to give information
but instead try to frustrate anyone who has the cheek to ask a question.
Therefore I am asking you, as my Union rep, to enquire for me:
1) When is the next public meeting of the Board to announce figures and
results so we, as members of ESOP, may ask questions directly of the
Board?
2) Were there any bonuses paid to Board members as a result of the
recent take-over by STT and if so , in what amount ?
3) What has happened to the money that was redeemed against shares this
summer but not distributed to the people in whose names the money was
collected?
4) What happened to the notion that there would be different people
voted onto the Board at regular intervals by the members and not by
their own little self perpetuating clique?
And most importantly,
5) What gives them the right to treat us with utter disdain when we make
enquiries?
It would appear that the Board are more interested in maintaining the
jobs they have fallen into rather than representing the members wishes,
the members they were put there to represent. Are we to be left with no
other option but to launch a legal challenge against such intransigence.
While the ESOP are a separate entity from the Union, surely the Union
will listen to it's members concerns. I would be grateful for answers to
the above questions which are just a few of the questions posed on
various web-sites by eircom and CWU personnel past and present.
Regards,


Hi
In answer to your question I have never had to make enquiries to the
ESOP office, as I said before this is not my area of expertise as I am
neither involved in, or a beneficiary of, the ESOP. That said I find it
hard to believe that the staff are either unhelpful or rude and I am
sure they are just doing their job.
To the substance of your email i.e. your questions, I feel it is
important that I be clear with you on my role as your Union rep. It is
my duty to advise and guide you on matters pertaining to your employment
and to represent you, where appropriate, in dealings with your employer.
The ESOP is not your employer so you will, I am sure, appreciate my
reluctance to make enquiries to the ESOP on your behalf where I have no
jurisdiction as it were.
Be that as it may however, I will seek to shed light on your questions
in consultation with my colleagues who better understand the workings of
the ESOP.
Regards,
Ian


Hi Ian,
I do understand your position regarding ESOP yet the Union did feel
involved enough to call for a positive vote in the recent ballot and
also the ESOP saw fit to communicate with the Union before it's members
regarding the situation before the ballot....stinks, doesn't it?? I can
also assure you that the ESOP staff are NOT helpful in any way.
I see absolutely no problem in me asking you to make enquiries on my
behalf to the ESOP any more than with any other aspect of the business.
The Union sees fit to deal with Insurance companies, health companies
and other outside agencies on our behalf so why not ESOP too??
I look forward to your colleagues replies to my questions but I'd prefer
the answers direct from the 'horses mouth' so to speak.
Regards,

Please see email below from my colleague in relation to your ESOP queries.
Kind regards
Ian

Hi Ian,
I note the correspondence below between you and S regarding the ESOP and the recent transaction. As you know I dealt with queries in here from past and present members re. this transaction. The CWU position was well articulated by the General Secretary and simply stated was, that this transaction represented the best current opportunity for stability and all that brings with it for eircom and by extension our members working there. Thankfully 96.5% of those voting on the resolution agreed with that view.
S makes some sweeping statements about staff at the ESOP office who deal with phone queries. In my own experience I have never found the staff there to be unhelpful, rude or disdaining and have never heard them referred to as such by anybody else. S is quite correct when he acknowledges that these people are given the answers to anticipated questions, however he is equally incorrect when he deduces that this is done to frustrate callers. There are, particularly at times of a major transaction, legal limitations on the information that may be disseminated into the public arena and the absolute necessity to ensure the accuracy of this information. Policy decisions, such as distributions and their timing, are made by the board and until they are made cannot be communicated by anybody.
Finally there are five questions related to the ESOP in the note from S, I hope I've covered number five. Given his stated wish to have the answers from the "horses mouth", as he puts it, I respectfully suggest that he refers the other four to the ESOP General Manager who is best positioned and qualified to provide an accurate response
Le meas
Jim

Hi Ian,
Many thanks for your assistance with my enquiries. Your colleague 'Jim' who does not have the courtesy to supply his surname, displays the same arrogant attitude of Union officials towards cwu members that I have endured for some 30 years now. At least that shows consistancy of a sort, I suppose. ' Don't ever question the Union' still seems to be the motto.
I would like to point out to 'Jim' that there are a great many present and ex eircom workers very unhappy with the way the ESOP board carries out it's duties. Also, many of the people I've spoken with and corresponded with recently have all complained about the staff answering queries at the ESOP office. In fact your colleague 'Jim', who, I understand from yourself, deals with ESOP matters, didn't answer any questions either but instead went on the attack, nothing new there either. I hope you can forward this to him also but I'm sure he's not interested in actually listening to a CWU member's questions.
Anyway, the fact remains that I am as much in the dark as when I started, I will try the ESOP office again myself as it would appear my Union subscription is only useful to get cheaper car insurance as it certainly doesn't buy me any real support. I can understand why so many have left the CWU .
Howsoever, I do appreciate the fact that you returned my emails so promptly and as we see what pans out over the coming year perhaps we shall correspond again.
Best regards,

in every post i submitted to date i have made the point that in times of awkward questions , or trouble the cwu will distence themselves from the esop and this has once again been confirmed by the contents of the above emails . they always claim they are seperate , yet when things are good they cant wait to claim the credit as the barers of glad tidings

did you know that the same cwu who claim to have no imput into the running of esop were successful in securing full time employment for some of their former colleagues branch officers , and higher who are now retired from eircom , and are now in full time employment working for esop .

Nice one montreal. i would like to see answer to what happened to the rest of last summers payout.

Montreal

You said:

I would like to point out to 'Jim' that there are a great many present and ex eircom workers very unhappy with the way the ESOP board carries out it's duties.

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CWU Rep Jim said:

The CWU position was well articulated by the General Secretary and simply stated was, that this transaction represented the best current opportunity for stability and all that brings with it for eircom and by extension our members working there. Thankfully 96.5% of those voting on the resolution agreed with that view.

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The Result of the Ballot of ESOP Participants, :

Result of Ballot of ESOP Participants

The Board of the eircom ESOP Trustee is pleased to announce the result of the Ballot of ESOP Participants on the Acquisition by Emerald Communications (Cayman) SPC of eircom Holdings Limited and the ESOP Proposal as follows:

The number of ballot papers returned was 8,732 (a return of 61.2%).

Resolution on the Acquisition by Emerald Communications (Cayman) SPC of eircom Holdings Limited and the ESOP Proposal

The total number of valid ballots cast was 8,672
The number of valid ballots cast in favour was 8,371 (96.5% of valid ballots)
The number of valid ballots cast against was 301 (3.5% of valid ballots)

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Can you provide evidence of the "great many present and ex eircom workers" who feel as you do?

Or is it just that there are a few malcontents, who apparently are not inclined to accept the result of a great many democratic votes and ballots, and are pursuing a campaign of vilification against both the CWU and the ESOP Trustees?

I have spoken to some of my ex colleagues still in Eircom and they are not happy either. I know that is hard to quantify but I would add my name to list of those who are discontented. Any one else ?

irishpancake said:

Can you provide evidence of the "great many present and ex eircom workers" who feel as you do?

Or is it just that there are a few malcontents, who apparently are not inclined to accept the result of a great many democratic votes and ballots, and are pursuing a campaign of vilification against both the CWU and the ESOP Trustees?

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You can pop this in your 'Exhibit A' evidence bag as I too feel the same way, in that 'there are a great many present and ex eircom workers very unhappy with the way the ESOP board carries out it's duties'. I might be like a broken record here ....but where's the communication between the ESOP Board and it's members? What's happening with the part of our allocation that was held back? etc.

What's the purpose of throwing the result of the ballot in Montreal's face when he's simply stating that he doesn't like the way that the ESOP Board carry out their duties? I would agree with Montreal 100% so do I now fall into the 'Malcontents' category? ....hardly now, come on!?!

Dr1nKy

dr1nky said:

You can pop this in your 'Exhibit A' evidence bag as I too feel the same way, in that 'there are a great many present and ex eircom workers very unhappy with the way the ESOP board carries out it's duties'.

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No evidence bag required at all here, but you have just said this is your feeling, for which you offer absolutely no evidence.

dr1nky said:

I might be like a broken record here ....but where's the communication between the ESOP Board and it's members? What's happening with the part of our allocation that was held back? etc.

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The ESOP have issued many Communications, sent to Participants home address's. These go into the reasoning behind the decisions taken by ESOP in great detail. There are some issues they will not comment on, because of legal limitations on the information that may be disseminated into the public arena

As Montreal found out:

There are, particularly at times of a major transaction, legal limitations on the information that may be disseminated into the public arena and the absolute necessity to ensure the accuracy of this information. Policy decisions, such as distributions and their timing, are made by the board and until they are made cannot be communicated by anybody.

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dr1nky said:

What's the purpose of throwing the result of the ballot in Montreal's face when he's simply stating that he doesn't like the way that the ESOP Board carry out their duties?

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I am simply pointing to the result of the last Ballot of Participants, which had an overwhealming majority in favour of the ESOP strategy. If you don't like a democcratic decision, you set it aside in favour of your feelings. That makes no sense, in fact it is nonsense, and profoundly undemocratic.

dr1nky said:

I would agree with Montreal 100% so do I now fall into the 'Malcontents' category? ....hardly now, come on!?!

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I think that neither you nor Montreal are contented, so that would put you in the category you refer to.

''I am simply pointing to the result of the last Ballot of Participants, which had an overwhealming majority in favour of the ESOP strategy. If you don't like a democcratic decision, you set it aside in favour of your feelings. That makes no sense, in fact it is nonsense, and profoundly undemocratic.''


I do not believe that a yes vote says that the overwhelming majority are in favour of the ESOP strategy - they are simply in favour of STT buying out eircom. Yes the ESOP want this as well but the reason some people ( I am not going to claim a majority here as I believe that you will want exact numbers which I cannot supply but if look at the members of this thread you might get an idea) have an issue with the esop stategy is that we do not know what it is. We are never advised until we are going to receive a notification, a decision was made not to provide an allocation this month so why not tell us why or even officially announce that they are not doing an allocation ? A decision was made to hold back funding in the summer in case they had to buy in to eircom. They do not need to do this know unless perhaps in 2011 so why not release these funds? We are not looking for too much, just information on what is happening with our shares and their reason/justification for these decisions- at the end of the day we are the owners of the esop as it is our shares so they should surely be able to keep up up to date on what is going on - and I do not want the legal information which I do understand needs to be monitored but general information would be appreciated.

irishpancake said:

I think that neither you nor Montreal are contented, so that would put you in the category you refer to.

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Pancake, you surprise me, one should never end a sentence with a preposition.

And with regard to your comment concerning the democratic process, I would like to ask your views on the apparent 'hand in glove' behaviour of the union and esop.

It is a fact that they claim autonomy from one another, yet all the evidence, yes, evidence, would suggest that they are operating in tandem but yet they deny it every time.

Why, if there is nothing to hide, do they both continually deny any dealings they may have with one another? Methinks something stinks.

How do many ex-union officials find their way into jobs in the ESOP?

What happened to the money redeemed in our names and withheld in the summer? This has never been answered! And I mean a straight answer, not a referral to ESOP 21.

The Campaign for Plain English would have a field day with ESOP 21.

I am simply looking for transparency but am lost in a fog of jargon and half-truths.

happy new year everyone . as far as i know this is the day when the final documents are signed in relation to the sale of eircom to stt . hopefully there will be an anouncement regarding a payout at some time in the not to distent future when this process is completed

This was in Irish Times before Christmas

In the event that all of the existing Eircom shareholders take the cash offer on the table, convertible loan notes – for about 15 per cent of the company – will be issued that can be redeemed as shares in Emerald Communications Cayman (ECC), the new vehicle that will own Eircom.

A third-party investor will be sought for the loan notes but if none is found by mid 2011, the Esot will be obliged to buy them.

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Indo today

It has also emerged that almost no shareholders in Eircom Holdings opted for a scrip consideration that would have enabled them to receive both a cash amount and shares in Emerald Communications, the new holding company for Eircom established by STT.

A minimum of 10pc of Eircom Holdings' total issued shares had to be elected by all shareholders for the scrip condition to be activated, but the total amounted to just 1.16pc of issued shares, meaning that shareholders will now only receive a cash consideration.

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My reading is that buyers of these loan notes must be found by 2011, otherwise the ESOT must buy some of them (for about 10m Euro or so, I think)

paul you were the best cwu rep we had.why oh why did you leave us in our time of need.

hopalong you have aroused my curiousity , please reveal yourself even by pm

the towel of the scullery is in hammond lane.

Are we likely to get any money soon from ESOP lads??? Im out of there some time now but still could do with some funds!!!

wouldnt hold my breath mullingar

i would think there is a good chance of a payout in the near future . if you look at previous buyouts of the company , there has always been a payout when conclusion of the proposed sale was completed . in addition to that , they are very much aware of the disgruntilment that currently exsist amongst esop members , whether that will be a factor or not when they access the financial implications of a possible payout remains to be seen