Members and friends of Seapoint Golf Links have vowed to fight Friday’s acquisition by Carr Golf and private American investors of the assets from Cerberus claiming the members or shareholders were denied final approval of the deal.

Both the men’s and ladies’ clubs recently passed votes of no-confidence in the Board, the most recent of them coming from the men, who discovered as they were voting on Friday evening that Carr Golf via Genesis Golf Links (and its investors group) had agreed with Cerberus “to purchase all of the lands and assets known as Seapoint Golf Links.”

Life Member Michael Doyle, a former Chairman and Director of Seapoint Golf Club, believes the Seapoint saga is a long way from being resolved.

“The fight is not over yet,” Mr Doyle said. “I’ve been a member since day one. The men, the ladies and the trustees have declared no confidence in the board. So the board can’t make a decision on the club and the club will have to pull together now and make sure Golf Ireland backs us up. We have rights. A lot still has to happen in this.

“What I am annoyed about is they are trying to dissolve a club with 28 years of history,”

The story while not quite 28 years old, is a long one.

But the real trouble started when Seapoint built up a debt of €3.6 million that was eventually sold by AIB to Cerberus last year.

With the spectre of the receiver hovering over the links, the club had called in Carr Golf Services to manage the club and maintain the golf course before the Board of Directors set up a sub-group to try and find solutions to the debt problem, potentially through an investor/member led initiative.

The efforts of the Save Seapoint Group to put together a fund and present their proposal to the members proved in vain as their project did not “meet the thresholds set by the Golf Club’s solicitor” and having no other proposals, an EGM (on Zoom) was called on September 8 to allow some 485 members and shareholders to vote separately on one of two options for the future of the club:

Option 1: Accept an offer from Carr Golf to purchase all lands, assets, buildings, equipment, and machinery held by any Seapoint entity for the sum agreed with Cerberus
Option 2: Seek alternative arrangements with other interested parties to satisfy the Cerberus debt.

Trustees of the club spoke with the Board before the EGM and were assured that the result of the vote was “a mandate” to come back to the members with the terms of a potential deal, not a legally binding final decision and that there must be a further motion presented to a future EGM to decide on the club’s future.

Two polls were conducted at the EGM and both were favourable to the Carr Golf option.

A total of just 385 shareholders voted 60.5% (233 votes) to 39.5% (152 votes) in favour of the Carr Golf proposal with 347 members voting 58.5% (203 votes) to 41.5% (144 votes) also in favour.

“The Joint Club has now commenced the process of delivering the mandate passed by a clear majority of our shareholders and members, which provides Carr Golf the authorisation to negotiate a settlement agreement with Cerberus, on our behalf,” the club said in a statement.

Delivering the mandate was understood by members to mean that Carr Golf would speak to Cerberus and come back to them with a proposal for a final deal, not conclude a deal.

On October 11, the Ladies Club passed a vote of no confidence in the Management Committee of the club (the same as the Board of Termonfeckin Ltd) by just one vote.

This vote was preceded by an email from the Board expressing its disappointment about a meeting that would cause “more disruption and member confusion”.

Members of Seapoint’s Men’s Club queue up to vote “No Confidence” in the Board last Friday.

The Board pointed out that Cerberus had accepted Carr Golf’s settlement offer and that it was consulting with the club professional and the bar and restaurant operator over the transfer of their employment status to whatever new company was set up to operate Seapoint Golf Links under new ownership.

The first indication that the members would have no final say on the deal came on October 13 when the Board wrote to members informing them of the “Financial position of Termonfeckin Limited” and the “possibility of receivership”, warning them, in effect, that they could lose access to the course.

They added that on legal advice, they had “no option (in line with the approval of the members of the Club and the management committee of the Club) but to proceed with this transaction” as “our duties as directors require us to, among other things, ensure that creditors are paid to the maximum extent possible. Failure to do this can involve personal liability of the Directors, who are, you will recall, Club members who agreed to take on the job for no remuneration.”

The men’s club then called an EGM last Friday, October 22 but while denied access to the clubhouse due to Covid concerns, 147 male members voted no-confidence in the Board by a margin of 62% to 38%.

They had to hire lighting and also a generator (in case power to microphones was cut off) to carry out the vote in the car park, which began at around 7:30 pm.

However, as this EMG was taking place, the Board emailed members to say the deal between Cerberus and Carr Golf & Genesis Links had been finalised and that they had been asked by Carr Golf to distribute the new Interim Access Agreement:

We have received confirmation from our legal advisers that Genesis Links Holdings Limited and its subsidiary Genesis Links Limited have completed the acquisition of the lands and assets of Termonfeckin Limited (the “Company”). Genesis Links Holdings Limited and its subsidiary are the companies formed by Carr Golf and its investors group to purchase all of the lands and assets known as Seapoint Golf Links.

They added:

The Board has acted on the mandate provided to it from the EGMs of Termonfeckin Ltd and Seapoint Golf Club in September. As previously communicated, legal advice received from Mason Hayes & Curran LLP was that the Company should not incur any further liabilities and that as Directors we were legally bound to act in the interests of the Company’s creditors, given its insolvent position, including following demands from Everyday/Cerberus.

The nub of the matter lies in the mandate that was given to Carr Golf at the EGM in September. While Carr Golf contend they were invited in by the Board and were given a mandate to do a deal with Cerberus, members understood they would be consulted before a final decision was made.

Members who were not in favour of ceding control of the club to a third party are now keen to take the legal route.

They include former club Chairman and Director Doyle, who wrote to the secretary of the Board on October 21, (see here) reminding her of previous assurances made by the Board in a letter on August 27 this year.

On that day, it was conceded that:

“as negotiations progress and once the details of any such transaction/legal mechanism for its implementation is agreed it will be necessary for the Board to ask the members to approve same/approve any such special and/or ordinary resolution as may be required to legally implement any agreement.”

Expressing his shock that the Board does not now propose to bring the matter back to the members, Mr Doyle has asked for confirmation that the Board will not attempt to implement the terms of any proposed deal without bringing the matter back before the members and that neither the Board of Termonfeckin Limited nor the management committee of Seapoint Golf Club will take any steps to attempt to dissolve the Club.

“If we do not hear from you to that effect within 3 working days from the date hereof we have our Client's instructions to take the necessary steps to obtain the appropriate interim relief from the Courts.”

Carr Golf issued a press release on Saturday about the swift acquisition of the assets. However, no Carr Golf spokesperson was available at the time for further comment.