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Notice of EGM September 2021-08-20T14:12:35+01:00

Notice of EGM

Seapoint Golf Club

(The “Golf Club”)

Notice is hereby given that an Extraordinary General Meeting of Seapoint Golf Club will be held at Seapoint Golf Club, Termonfeckin, Co. Louth on Wednesday,   September 8th 2021 at 7.30pm for the purpose of conducting the following business:

 

Agenda and Proposed Poll/Mandate Sought

  1. Apologies
  2. To consider the current situation in respect of the Cerberus debt and seek a Mandate from Members as to the course of action to take.
  3. Poll:
    1. Allow Seapoint Golf Club and Termonfeckin Limited proceed with and if appropriate accept an offer from Carr Golf through Euro Golf entity to forward a proposal for a new Carr Golf led entity (SPV) to purchase all lands, assets, buildings, equipment, and machinery which is currently held by any Seapoint entity (3 incorporated and 1 unincorporated) for the sum agreed with Cerberus and thereafter Termonfeckin Limited will enter into liquidation and Seapoint Golf Club will enter into an Access agreement which will provide for the members’ rights as per the ‘Heads of Terms’. Seapoint Golf Club would be wound up and a new golf club assigned rights.

Or

    1. Seapoint Golf Club and Termonfeckin Limited to seek alternative arrangements with any and all other interested parties with a proposal to satisfy the debt due and owing to Cerberus, and any such negotiation and pursual of alternative arrangements and/or proposals with other interested parties to be carried out by and negotiated by a new Board of Directors with the current Management Committee/Board of Directors to resign effective immediately and/or as soon as is practicable in accordance with the Constitution and Rules of the Golf Club.

Important Documents Relating to the Proposal

Original Proposal from Carr Golf to Seapoint Golf Club Dated 09.07.21

Heads of Agreement between Seapoint Golf Club and Carr Golf

Tee Times Allocation

Important Public Health Note re Conduct of Meeting

Due to public health advice and social distancing requirements, it is envisaged that the following will apply:

  1. It is envisaged that members will attend the meeting remotely via Zoom.
  2. The Board will be physically present at the meeting.
  3. The meeting will be recorded.
  4. To attend the EGM virtually (via Zoom), members must register to attend in Zoom. The deadline for registration is Monday, 6th September at 5 pm, and once registered and subsequently approved, you will then receive a link to join the meeting. Details of the link required to registered are included in the eMail and postal notice of the meeting.

 

NOTE

Only paid-up members are allowed to vote in the Seapoint Golf Club EGM. Please refer to Seapoint Golf Club constitution 11.3.1 to 11.3.3.

 

Further Information/Background

  1. Termonfeckin Limited (the “Company”) is indebted to Cerberus in the sum of €3.6 million which sum is secured against the Company’s lands, buildings, assets etc. including the Golf Club.
  2. The Company has been in negotiations for some time with Cerberus to secure a refinancing deal and debt write-down.
  3. The Company’s latest offer of €1.7million has been rejected by Cerberus.
  4. The Company and Seapoint Golf Club is unable to raise the additional funds required to satisfy the debt due and owing to Cerberus.
  5. Against this background the Company has invited and received a proposal from Euro Golf Services Ltd (Carr Golf) whereby through a new company (to be an SPV) it will buy all lands, buildings, equipment, machinery and assets of the company which currently comprises Seapoint Golf Club and any Seapoint entities (namely Termonfeckin Ltd, Seapoint Golf Club Holdings Ltd., Seapoint Golf Club Nominees Ltd.) for the sum agreed with Cerberus. The ‘Heads of Terms’ provides for Carr an attempt to negotiate a full and final settlement and waiving any balances. The Company will then be liquidated. As part of this proposal and arrangement, the new Golf Club will enter into an Access Agreement with SPV which will provide for the members’ rights in respect of the future use of the facilities.
  6. The Company has also recently received notification that a proposal from the “Save Seapoint Group” (hereinafter “SSG”), whose promotors are Una Garvey, Richard McDonnell, David Geoghegan, John Kierans and others, may be made whereby the group will make a proposal to provide a loan to the Company. No detailed written proposal and/or information/documentation or timeframe for same has been provided to the Company by SSG in respect of the proposal in a manner which the Company and the Board of Directors of the Golf Club can properly consider nor in a manner whereby it can put before the members for a vote.
  7. In circumstances where there is a genuine concern that a Receiver may be appointed imminently and where a detailed proposal and offer has been made by Euro Golf Services Limited and notification of a possible further proposal from other interested parties may be made, the Board of Directors feel it is their duty and in the best interests of Seapoint Golf Club and its members to put the current proposal before the members for a vote to obtain a Mandate as to how to proceed.

Hard Copies are available upon request by contacting honsec@seapoint.ie

By Order of the Board of Directors dated the 12th day of August 2021.

Bernadette Kearney

Honorary Secretary

Dated this 12th day of August 2021.

 

TERMONFECKIN Ltd.

(The “Company”)

NOTICE  OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of Termonfeckin Ltd. will be held at Seapoint Golf Club, Termonfeckin, Co. Louth on Wednesday the 8th day of September 2021 at 7.30pm for the purpose of conducting the following business:

Agenda and Proposed Poll/Mandate Sought

  1. Apologies
  2. To consider the current situation in respect of the Cerberus debt and seek a Mandate from Members as to the course of action to take.
  3. Poll:
    1. Allow Seapoint Golf Club and Termonfeckin Limited proceed with and if appropriate accept an offer from Carr Golf through Euro Golf entity to forward a proposal for a new Carr Golf led entity (SPV) to purchase all lands, assets, buildings, equipment, and machinery which is currently held by any Seapoint entity (3 incorporated and 1 unincorporated) for the sum agreed with Cerberus and thereafter Termonfeckin Limited will enter into liquidation and Seapoint Golf Club will enter into an Access agreement which will provide for the members’ rights as per the ‘Heads of Terms’. Seapoint Golf Club would be wound up and a new golf club assigned rights.

Or

    1. Seapoint Golf Club and Termonfeckin Limited to seek alternative arrangements with any and all other interested parties with a proposal to satisfy the debt due and owing to Cerberus, and any such negotiation and pursual of alternative arrangements and/or proposals with other interested parties to be carried out by and negotiated by a new Board of Directors with the current Management Committee/Board of Directors to resign effective immediately and/or as soon as is practicable in accordance with the Constitution and Rules of the Golf Club.

Important Public Health Note re Conduct of Meeting

Due to public health advice and social distancing requirements, it is envisaged that the following will apply:

  1. It is envisaged that members will attend the meeting remotely via Zoom.
  2. The Board will be physically present at the meeting.
  3. The meeting will be recorded.
  4. To attend the EGM virtually (via Zoom), members must register to attend in Zoom. The deadline for registration is Monday, 6th September at 5 pm, and once registered and subsequently approved, you will then receive a link to join the meeting. Details of the link required to registered are included in the eMail and postal notice of the meeting.

 

Important Documents Relating to the Proposal

Original Proposal from Carr Golf to Seapoint Golf Club Dated 09.07.21

Heads of Agreement between Seapoint Golf Club and Carr Golf

Tee Times Allocation

Further Information/Background

  1. Termonfeckin Limited (the “Company”) is indebted to Cerberus in the sum of €3.6 million which sum is secured against the Company’s lands, buildings, assets etc. including the Golf Club.
  2. The Company has been in negotiations for some time with Cerberus to secure a refinancing deal and debt write-down.
  3. The Company’s latest offer of €1.7million has been rejected by Cerberus.
  4. The Company and Seapoint Golf Club is unable to raise the additional funds required to satisfy the debt due and owing to Cerberus.
  5. Against this background the Company has invited and received a proposal from Euro Golf Services Ltd (Carr Golf) whereby through a new company (to be an SPV) it will buy all lands, buildings, equipment, machinery and assets of the company which currently comprises Seapoint Golf Club and any Seapoint entities (namely Termonfeckin Ltd, Seapoint Golf Club Holdings Ltd., Seapoint Golf Club Nominees Ltd.) for the sum agreed with Cerberus. The ‘Heads of Terms’ provides for Carr an attempt to negotiate a full and final settlement and waiving any balances. The Company will then be liquidated. As part of this proposal and arrangement, the new Golf Club will enter into an Access Agreement with SPV which will provide for the members’ rights in respect of the future use of the facilities.
  6. The Company has also recently received notification that a proposal from the “Save Seapoint Group” (hereinafter “SSG”), whose promotors are Una Garvey, Richard McDonnell, David Geoghegan, John Kierans and others, may be made whereby the group will make a proposal to provide a loan to the Company. No detailed written proposal and/or information/documentation or timeframe for same has been provided to the Company by SSG in respect of the proposal in a manner which the Company and the Board of Directors of the Golf Club can properly consider nor in a manner whereby it can put before the members for a vote.
  7. In circumstances where there is a genuine concern that a Receiver may be appointed imminently and where a detailed proposal and offer has been made by Euro Golf Services Limited and notification of a possible further proposal from other interested parties may be made, the Board of Directors feel it is their duty and in the best interests of Seapoint Golf Club and its members to put the current proposal before the members for a vote to obtain a Mandate as to how to proceed.

Hard Copies are available upon request by contacting honsec@seapoint.ie

By Order of the Board of Directors dated the 12th day of August 2021.

Bernadette Kearney

Company Secretary Secretary

Dated this 12th day of August 2021.