Did the Financial Services Commission Perform Due Diligence on Banks Holdings Takeover Bid Deal?
Submitted by Atrue Freeman
Sir Frank Alleyne, Chairman,FSC
Mr. Randy Graham, does the Financial Services Commission have the authority to examine a transaction that prompts a takeover bid, given the influence of that transaction on the takeover process?
[…]
For example, does the Commission conduct sufficient investigation to confirm that no private side deals are made and that the published price for such a transaction is in fact the full price agreed? And, if it has such authority, has the Commission examined the transaction that allowed for the takeover bid for Banks Holdings? I believe that your response through the press will allay some of the concerns that small Banks Holdings shareholders may have.
Barbados Underground 
You looking for the story line behind your next career as an espionage author?
And how pray tell is the FSC to discover what you term a “private side deal”?
It is already understood for the block trade/put through to occur there had to be communication between the buyer and seller. In this case, since the seller owns other companies which have business arrangements with BHL companies, they may have sought a continuance, or extension/modification of those arrangements. Yet, it is hard to describe these as private side deals, rather they are essential to the negotiations which led to one party Massy, selling its shares to another party SLU.
The issue really lies with Massy shareholders ensuring their management got maximum value for their holdings in BHL? Did they offer them to Ansa McAL (Carib) or other potentially interested parties? If not, why not? And what led Massy to believe $4 was a good price? And written confirmation that Massy will not buy any parts of BHL once SLU gains control. (the form of unseen benefit you reference as a side deal)
BHL is really a bystander; the players here are AmBev and Massy, the play is BHL. One cannot fault SLU for seeking acquire more shares in BHL?
The Massy shareholders must pose the salient questions to their Board.
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Is Banks Holdings Ltd (BDS) a victim of this world wide phenomenon…
These are the 224 beer brands now owned by just one company
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Its almost like the Rothschilds owning every Central Bank in the world with few exceptions.
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@David, that’s an interesting choice of word there, ‘victim’.
This consolidation in the beer industry is in our faces because of our local ‘skin in the game’ but the world markets have been roiled with similar movements in recent years and the only way we can avoid these actions is if we are the acquirers.
That’s obviously not going to be the case in any major way so we should look around to see what over under valued company opportunities there are to be protected!
We have already been caught in the net of the hard liquor M&A at the international level and now this. I presume the only good thing (if it can be called that) is that there are not many more top food/beverage brands we have for sale really.
Nonetheless we need to better understand our regional markets and look closely at the impact of private M&As that have already taken place and what’s the possible future disruptions.
And back to that word victim: Will we be badly harmed as a result of this event? Very likely.
Or could we see positive results from the expansion of the production facilities at the Brewery and the growth of Bajan Cherry or passion fruit juice drinks sold on license in Brazil or DR? I sure damn hope so!
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This issue of the FSC and BHL is confusing to me as I am unable to wrap my thinking around the connections of people involved. I must not be as savvy on financial matters as I actually thought I was because this ting just does not make any sense to me.
If Dr Alleyne is the chairman of FSC why then can be quoted by Pat Hoyos in his nation column to have said: ” “I told them they are setting a double standard…You go and make a decision to dilute the shareholding and then you call upon the minority shareholders to agree with you that the Latin Capital group can now demand of us that no decision to further dilute the shareholding and be made even if it is in the best interest of the company.”
Was he speaking in his private capacity as a shareholder of BHL and thus recused himself from bringing the power of his commission to examine this matter?
This whole matter is quite confounding. And the Board room ‘dishonesty’ quite blatant re the entire take-over scenario.
And by the way let me go on record to correct my criticism of the government and Cen Bank re the World Economic Forum missing report data from Barbados re that Global Competitive Study.
According again to Hoyos that data is submitted by the PRIVATE SECTOR and has nothing to do with the gov’t analysts.
So my remarks a few weeks back were badly misdirected.
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@Dee Word
Didn’t he make the comments in his capacity as a minority shareholder a few years ago?
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Yes that was my take on the matter then. But if I as a personal shareholder who happens to be an accomplished economists I am so convinced that financial rules are being infringed or at minimum being loosely handled and I also happen to be (or become, not sure if he was in that post then) a senior official in a regulatory body then I must be able to get them to examine the deal. Wouldn’t that be practical??
Unless they checked and it was deemed that there was nothing amiss. And if that happened then he should have the FSC issue an official statement to that effect or he himself come out and clarify his earlier remarks, For all intents and purposes this seems like a complete mess of shenanigans and misdirection.
Now let me be clear: I am not imputing any malfeasance to Dr Alleyne just simply saying that his ‘personal’ comments make a mockery of his professional position!!!
Anyone on the street would be catspaddled by this nonsense….frankly I catspraddled by the it.
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There was nothing illegal. What we gave us minority shareholders placed in a disadvantageous position.
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KPMG has concluded that BHL is valued between $4.90 and $5.60, but that the $4.00 offer is fair. The BHL directors are not making a recommendation whether to accept or reject the offer. I saw balls all over the place on my way home – do you know anyone without balls?
Click to access BHL-Directors-Circular-to-Shareholders.pdf
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Yes, David nothing illegal but company directors have been felt the wrath of shareholders for less than the type of hand-over-eyes misdirection done here.
The question is : how can the chairman of the FSC be perturbed by a company’s action to such an extent that he considers it rising to the level of possible court action and makes such noise in the newspaper about ethics and Latin Cap Group casting other shareholders in a 2nd class position.
But yet he asked for no action/review by FSC of those same actions he deems suspect?
If the actions were that trivial not to review under financial rules then he should have shut up the fu-man-shu up den shouldn’t he!
But as Atrue says so comically above…there are balls laying around the place…almost said bouncing but these balls are all deflated and devoid of bounce.
Almost got your $6 @ Atrue!
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(September 26, 2015)
How is the bid by SLU Beverages Limited to takeover Banks Holdings Limited (BHL) likely to playout?
History of similar events suggests that BHL’s directors will have a significant, possibly the most significant, influence on the outcome […]in relation to BHL’s small shareholders.
It may be worthwhile to explore how the directors of BHL are likely to perform vis a vis the performance of the directors of Light & Power Holdings Ltd. when Emera Inc. launched its bid to takeover LPH.
My recollection of the endgame in Emera’s takeover of LPH is that the LPH directors commissioned and received a valuation of approximately $25+ to $32+ per LPH share and recommended that shareholders accept the lower end of the valuation of $25+. This notwithstanding that LPH’s main business was the provision of an essential service (electricity) and that LPH was a monopoly (only entity providing the essential service that it did). It certainly appeared that there was a strong case for the directors to recommend to the shareholders that a price nearer to the upper end of the valuation be sought, even if it meant soliciting an alternative bid…
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Mr. Yarde of the BSE and Mr. Graham of the FSC, this is why Barbadians are reluctant to invest in shares:
• The trade that triggered the takeover code for BHL was at $4.
• SLU offered $4 to the remaining shareholders.
• KPMG valued BHL between $4.90 and $5.60, but concluded that the $4 offer was fair.
• The BHL directors are not recommending whether to accept or reject the $4 offer.
If confidence is to be maintained in the market, the BSE, FSC or other appropriate party should:
• examine the transaction that triggered the takeover code to confirm that the published $4 price was indeed the full price agreed between the parties and that no private side deals were involved; and
• ensure that there is nothing to cause the BHL directors to have a conflict of interest in this matter.
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Click to access Companies_Take-Over_Bid_Regulations_2002_Cap308.pdf
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The directors of Banks Holdings Limited have provided a number of reasons, on page 5 of their October 16, 2015, Directors’ Circular (http://thebhlgroup.com/Corporate/BHL-Directors-Circular-to-Shareholders.pdf), why they are not making a recommendation to the BHL shareholders about whether to accept or reject the SLU offer of $4 per share. These directors have an intimate knowledge of BHL, including access to non-public information, such as contracts, projections, etc. – knowledge not available to many of the BHL shareholders that the directors are supposed to represent – and the best they can do is to tell the shareholders that they are on their own. Perhaps the BHL directors can tell the shareholders what efforts were made to negotiate a better offer or to secure an alternative bid and the outcome and reasons therefor of those efforts.
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How does this transaction spark investor confidence among small investors who have limited financial intelligence?
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Here is a paid Ad appearing in today’s Sunday Sun.
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http://www.nationnews.com/nationnews/news/73512/your-call
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ANSA McAL to offer $5.20
http://epaper.barbadostoday.bb/ (page-9)
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http://www.nationnews.com/nationnews/news/73531/usd52-offer
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@Atrue Freeman
Are you happy with the new offer – worried it is a non BAjan investor?
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@David
Why should one be worried it is a non Bajan investor?
Realize, before SLU (20%) acquired Massy shares (20%), there was also BWPL (10%). My point is BHL was already not a Bajan company, even if the majority in terms of number of shareholders might be identified as Bajans.
As I mentioned elsewhere, Ansa was one of 2 obvious possibles, and neither of them Bajan.
This is playing out exactly as it should.
And the offer of Ansa might still be topped by Ambev. I expect they might go to $6.
What needs to be appreciated is BHL includes alot of ‘difficult assets’ beyond the Brewery and its distribution.
So don’t be surprised if whomever ends up with BHL, seeks to sell off certain assets it doesn’t wish to operate.
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My hope is for $6, but I am happy that ANSA is willing to recognise the current value of BHL. SLU’s plans suggest that BHL may be worth more than its current value to SLU, so I hope there is more to come. The directors really failed the shareholders in my opinion, even more so than the LPH directors.
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@NorthernProwler
Not challenging the ownership mix of BHL at all. The context of the question has more to do with whether Barbadian investors out there have the appetite to seize the moment. In the process it would quell some of the long talk.
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@David, is it only a question of appetite or more so wanting to pull together the $20+ million to buy the ‘food’ prior to satisfying their appetite.
But as Northern alludes to any local like the other players could raid the BHL asset base just as well really to help with the digestion. And then Bajans would be even more pissed and they would be more long talk.
For all practical purposes other than those already bidding I can think only of Goddards Limited as a player who would be an excellent fit and who could incorporate BHL without decimating too badly.
But at the end of the day which local group wants to gorge themselves on this big main course…for InBev this is a small appetizer.
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@Dee Word
So you are saying there is no room for a Bajan company of size on a capitalist landscape?
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Au contraire David, I would absolutely like to see more or them. At the moment one has to be impressed with what Simpson (Kiffin) has done to grow his empire with the oil meal he engorged (staying with your food motif) and too Goddards’ and of course the Williams Bros’. So there are a few.
I am just saying that (1) if a local player were to go after BHL they would in effect likely employ the same business tactics to soothe the digestion of the purchase; namely, sell off some assets and more importantly (2) of our larger players which of them in this industry space has shown the desire or ‘appetite’ – to use your word – to do these big deals. Even though surely the financing is there for the big players to tap into.
And David it comes back to the other key discussion that your buddy Mr Bush Tea blogs about regularly ‘the mindset of the Bajans’ and in this case that of the coop/credit union leaders.
We have but only a few major companies and if one can take seriously this matter of blacks taking back their birthright then it should have been a definitive objective of the coops/unions to put themselves in a position to be ready to go after the companies.
As you said we can continue with the long talk and get many likes for the popular ‘blacks have been wronged’ palaver but based on what is happening now and the level of astute financial brains available throughout Bim for the last 30+ years this ‘theft’ of our local jewels is based on the abject ridiculousness of us all. People like me too very much included.
As I saw the burgeoning CU establish itself with all those smart financial leaders I just took it for granted that they were consolidating the wealth of so many average Bajans to make a stake where it really mattered. Something went way off-track.
So yes David, I want more sizable Bajan companies but as the Scout motto said ‘Be Prepared’. I think on this take-over none of our locals are properly prepared to be a player. Hope I am wrong though!
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I wonder if an ANSA takeover will attract the attention of the FTC.
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@Dr Robinson
Should it? Are there not guidelines to address market risk (concentration) etc? Then again we have the LIME deal which has moved ahead, so it seems, yet FLOW has been unable to dump part of its network that is part of the conditional approval.
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BHL is all about “fit”. It has a crown jewel.
Appetite is a combination of financial capacity and market ability.
Beer, along with cars, is the brand marketing war-zone of consumer products.
I think the best scenario, is that a “Bajan” operation picks up a few pieces in the fall out.
And the FTC? Why? Because Ansa owns Carib/Stag?
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Justin batting boy, the boy batting. What’s in it for you Justin?
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I am not a shareholder. I am an academic who specializes in capital market development and efficiency.
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Not much tends to happen in this specialty in our neck of the woods.
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OSA did something to encourage ordinary bajans to become aware of investing in mutual funds.That was a beginning for the creation of an investing class.Along comes
a bunch ‘o wild boys wielding a big stick and destroyed the carrot.Then the top dog who still has not learned to speak to bajans without jucking ‘e hand in the air,threatens to expose all those unfortunate enough to invest in an 8.5% return,with no return up to now,the top dog destroys an investing class but turns around and lowers the interest on banks savings account and raises the interest on junk bonds but does not see the irony of his decisions.The fool is 6 for paddy and 4 for knight as the old bajans would say.Put another way he is so out of his depth that the old bajan saying ‘pint pots turn down,jill pots turn up’ or ‘monkey handling musket’all apply to the top dog’s attempts to manage public finance,savings and investment policies.
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Doc Robinson, I would appreciate if you could expand further on your comments as quoted, as your remarks seemed to fly in the face of practical and transparent market dynamics.
You noted :“If someone wants to buy a company where does the conversation about price start? I think the logical place to start is the market value that is where a potential buyer would start. In my opinion if that price is so deflated then I think the bidding starts very low and that is where that disadvantages local investors.”
You were also noted as having ‘reiterated [your] concerns about the discrepancy between the market value of BHL on the Barbados Stock Exchange [$2.49], which was lower than then the book value of the company’s shares [$4.81]….He warned the issue needed to be examined since it created the potential for takeovers to occur at relatively low prices’.
What confounds me is that what you say is theoretical valid, but the fact is that investors ALWAYS flesh out the real value of a stock and competent company directors ALWAYS know the real value of their business or put another way they always have an excellent awareness of what value lies within the company.
This is shown on the international markets whenever there is a takeover or M&A action.
Most recent was the beer merger with AB-InBev and SABMiller. The final offer of $106B was significantly higher than book value or the original offer.
Why then is it such a concern that our local companies should be stolen from under the noses of our local directors? Can’t they read their financials as well as the international teams can read theirs?
Can’t they demand more when more is valid?
Or is it that the FTC does need to investigate because there is a nod and wink agreement to accept $4?
I am wondering sir because your remarks seem completely at odds with what happens in other places!
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@Dr.Robinson.
I appreciate the lack of empirical examples in our area. Though you might help the Min of Finance as he seems to appreciate the consequences when capital markets tighten. And you might explain to him why, and how he might extricate the island from this dilemma.
Yet, you didn’t explain why the FTC should get involved in the BHL matter?
With the Ansa offer of $5.20 I assume you have a kinder view of the markets operation? That is well above “book value”.
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@Northern, sometimes it’s clear that the intellectual cognoscenti at UWI are loath to get embroiled in laying out comprehensive analysis least there is misunderstanding from the corporate elite that said analysis is a criticism or indictment on poor stewardship.
These BHL directors would have been drawn, quartered and gutted in most other jurisdictions by analysts free of the interlinked relationships – donor, recipient, government board member etc – that afflict our landscape.
Maybe Dr Robinson sees something really askance but can only vaguely suggest the interest of the FTC because otherwise he might contravene some other aspect of his professional responsibilities.
The fact is that it’s highly irregular for a Board whose responsibility is towards the shareholders and company’s best interest to offer NOT to offer an opinion on the company’s best share price.
But when seen in the light that this Board some five years previously had already locked in a $4 price then their current action is understood.
Although four years on, if they recommend acceptance of a higher price now they could be called on the carpet for their previously ‘negligent’ recommendations then. Seems to me!
This sale was effectively signed and delivered back then. The names of the buyer has changed but that is immaterial. An agreement was made that gave the prospective buyer control of the entire process because the Board gave them the absolute right to determine how any future shares could and would be sold.
No wonder experts in capital market development and efficiency offer opaque references for review (by the FTC strangely so to me and not the FSC)!
On that FTC item, an argument can be made that a joint push with a brand portfolio of Banks and Ansa owned Carib/Stag would be an excellent mix for future sales distribution in the US/UK etc to regional ex-pats and of course continued push to new customers.
Any local issues of supposed monopolistic anti-consumer practices can be resolved quickly and easily and the vision set properly on long term growth towards ex regional markets.
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http://www.nationnews.com/nationnews/news/73574/bye-banks
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This is not an excuse for the individual BHL directors, but most boards appear to be run by one or two members, with the other members simply following the lead, not wanting to rock the boat.
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@ Freeman
“…but most boards appear to be run by one or two members, with the other members simply following the lead, not wanting to rock the boat.”
+++++++++++++++++++++++++++++++++++++++++++++++
Look and you will see that, bout here, “Board members” are specifically selected for that ‘lacky’ skill… This way, most public companies are essentially private operations run by select players – who are the usual suspects including political poppets who are owned and controlled by white bribes.
This explains CLICO….. lotta ‘big’ names on the so-called Board, who all turned out to be brown-nosed lackies – just there to enjoy perks like first class travel and free CLICO crumbs …while Parris and Thompson robbed shareholders blind…
It explains Banks …and why the Board were unable to see that the damn shares were worth MUCH more than $4
it explains BL&P …and why certain Board members became millionaires with the sale to EMERA…
If the damn Government or the UNIONS had the vision and BALLS to insist / legislate that EMPLOYEES have a right to be represented on these Boards, …and to ongoing share acquisition in ANY business in which they work, ..then we may begin to see some change in this foolishness.
Still you have jokers wondering why Bajans are reluctant to put their hard earned money into these companies….
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In the case of the BHL Board the composition appear to be based on ‘interest’. They all appear to be eminently qualified.
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Is this “unusual”. doan wanna get sue.
“Hadeed had received special mention in BHL directors’ circular issued to shareholders over the weekend when it was revealed that he had traded $1.76 million in BHL shares over the past six months”
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@ David
They all appear to be imminently qualified
++++++++++++++++++++++++++++++++++
…don’t burst your cheek with your tongue Boss… 🙂 ‘imminently’ is right…
Have you checked CLICO’s various boards?
Any ‘appear’ NOT to be eminently qualified? …..
The best lackies always ‘appear’ to be imminently qualified…
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@Bushie
You always exhibit keen insight into commentary…
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Thanks for the catch!
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are there laws against insider trading in Barbados?
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@David, it’s correct to make the oft repeated remarks re the ‘interest’ of the selected Board members who as noted run public companies like their private fiefdoms. It was also cute to see the other blogger wistfully speak of his Kolig buddies running things; basically affirming the other oft repeated remarks of the collusion of the elites in BIM.
Now all that said, we need to deal with the four in one paradigm: one finger pointing out; four pointing back!
Didn’t the other eminent person Sir Hilary show us how a big, educated mouth and activism could force change on Boards?
How could our credit unions and coops have so much money to invest and in some cases good chunks of shares in some of these companies and not have demanded seats at the various Board table a la Sir Hilary’s well publicized model???
Well of course because that Kolig clique of see no evl, hear no evil, speak no evil extends across the landscape to Cawmere, CP, et al and undoubtedly to the leaders in the Credit Unions too.
It is annoying to see these issues prosecuted as they are with an apparent complete denial of how absolutely complicit we all have been in allowing our bright leaders who took all that sou-sou money and used it to wonderfully grow the middle class but clearly lost complete sight of being a forceful player at the corporate tables also.
How can we be corporate agents of change unless we are sitting eye to eye across from the agents of the status quo…how????
Not the popular thing to say but it is absolutely Annoying!
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So the finance minister is admitting that the downgrades have had the adverse effect on government’s ability to obtain loans on the international market that most others saw as clearly as day follows night.The uninformed prime minister did reaffirm that they don’t care about downgrades,those agencies can’t tell ‘we how to run we cuntree’.And he did reaffirm that his finance minister is eminent to him so that is all that matters.
Pray tell where in any business such a fool would still be the top dog!No wonder the BHL board can do as they please with taxpayers shares and there are no checks nor balances to ensure fairness.
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We seem to be asking the same questions.
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@Dee Word
Sir Hilary coopted and rode public sentiment fueled by the race perspective.
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@David, that is absolutely correct and speaks exactly to the issue.
Sir Hilary spoke to Race; he spoke to Black disfranchisement; he spoke to Standing Up and making the presence felt. What happened after all that hype and public sentiment?
Did we think it was only Sagicor or Mutual?
Annoying David, absolutely annoying and pathetic that the level of activism seen there is now a mere whimper of moral outrage on these pages AFTER BL&P, AFTER BS&T and now soon to be AFTER Banks!
Has it not always been about RACE?
But, all of us Bajans of colour wherever we are must shoulder the blame for this state of affairs.
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@ Justin Robinson October 21, 2015 at 10:18 AM #… We seem to be asking the same questions.—————
Ah ha maybe we are here on BU but with the gravitas of that PhD, YOUR questions or statements carry a ton of weight…ours here – apart from the Jeffs, Walters, Caswells et al – are a mere few pounds.
And of course as you know quite well there are many ways to get out from behind the looking glass of that UWI or NIS chairman positions and their related concerns and still publicly pose the deep analytics that can enlighten debate.
Just saying!
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http://www.guardian.co.tt/business/2015-10-22/ansa-mcal-betters-ambev-bid-bhl
http://www.trinidadexpress.com/20151013/features/dr-brewery-bids-to-take-over-banks-beer
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BHL tells shareholders to hold on
GERALYN EDWARD, geralynedward@nationnews.com
Added 22 October 2015
http://www.nationnews.com/nationnews/news/73616/bhl-tells-shareholders-hold
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Click to access Offer-and-Take-Over-Bid-Circular.pdf
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http://www.nationnews.com/nationnews/news/73608/no
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I note (relevant to the thread heading) that BHL Directors have issued Circular #2, which includes a letter from the FTC to BHL.
Click to access BHL-Directors-Circular-No-2.pdf
I had difficulty understanding the specific intent of the FTC requirement, but note the interpretation by the BHL Directors is
“It is possible therefore that the FTC may not allow the successful bidder to grow Barbados market share through the combination of the Banks brands with those of their own. Exports from Barbados would however not likely present the same concern.”
Said interpretation seems to refer exclusively to the “beer market”? For they use the term Banks brands, not BHL brands. Yet, I would guess PHD may present a similar qualification in milk?
My personal interpretation is that any company which has a market share in excess of 40%, cannot change ownership (“merge”) without the permission of the FTC?
Do others agree with this? Thanks
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And secondly, doesn’t item 3) listed in the circular amount to a “poison pill”?
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