Bid for Control of Banks Holdings Limited (BHL)
Submitted by Atrue Freeman
Mr. Richard Cozier, CEO & Managing Director
Mr. Cozier, BHL’s second directors’ circular (http://thebhlgroup.com/Corporate/BHL-Directors-Circular-No-2.pdf) makes for very interesting, but unpalatable, reading. Will any employee, officer and/or […]director of BHL be paid a performance bonus, a closing bonus and/or any other form of reward and/or compensation in connection with and in the event that SLU is successful in its bid to acquire BHL?
Barbados Underground 
As far as I am aware the decision that came before the shareholders in 2010 was whether or not to convert the debt to equity and whether or not to approve the restriction on the issue of new equity. The issue was fully ventilated and opposed by a nunber of shareholders, but the majority of shareholders agreed to the deal as is their right. The shareholders were fully aware and they made a business decision.
When the takeover bid was launched at $4.00 I wrote a piece about the systematic underpricing of shares on the BSE and the fact that it left local firms undervalued and vulnerable to cheap takeovers. I don’t where I was moralizing. I was commenting on the workings of the market.
As the deal progressed I have made two more comments. One about the failure of th directors to provide investors with guidance in their earlier circular. Directors normally provide guidance. Secondly, As information about the put option emerged on Thursday I expressed concerns that this disclosure had not been made before. The revelation about the poison pill in my view is a fundamental change in the whole story.
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Bush Tea November 1, 2015 at 1:56 PM #
“@ Walter
Man you aint go no patience…?
De man was going to come around to the NIS…
…now it will be all bat and pad”
Bush Tea,
Maybe the time has come for Justin to take off his pads, tuck the bat under his arm, and find a nice, comfortable, but permanent seat in the pavilion.
LOL
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Is there consensus there is a role for the BSE and FSC at this stage of the transaction?
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Walter@12.31p
I have been reading for sometime now the method in Guyana and in Trinidad of spending taxpayers monies on paying certain blue eyed entities IT specialists and lawyers in particular.Significant millions of dollars are being spent by Government in Barbados, unknown to taxpayers.Your revelation is like a bolt of lightning and I look forward to Dr Robertson’s response to your observations and questions.Btw what was the rationale for moving NIS from the Finance to the Labour?
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So BHL thinks a bad message is being sent by Barbados in respect of reneging on agreements made by BHL and SLU.Well,according to others messages in the press,BHL is up a creek without a paddle,if I am to understand Ansa’s take on the entire matter.It seems that the BHL board did not have shareholder approval to give SLU specialty treatment at the expense of other common stock holders.I am saying other common stock holders should be entitled to the $10.00 per share option BHL locked the board into unknown to its shareholders.I see this going all the way to the CCJ.
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I am not going to respond on NIS matters in a forum like this.
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Walter Blackman November 1, 2015 at 2:07 PM
“Sir Frank Alleyne and Dr. Justin Robinson, now find it suitable, convenient, and timely to jump on to the national stage spouting frothy intellectual and moralistic nonsense. For whose benefit?”
Justin Robinson November 1, 2015 at 2:22 PM #
“I don’t (know) where I was moralizing. I was commenting on the workings of the market.”
Justin Robinson,
You are not the one moralizing. That dishonour goes to Sir Frank Alleyne for his reference to double standards.
You are spouting esoteric, frothy intellectual nonsense. Given the stage the BHL takeover bid has reached, again I ask, for whose benefit?
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@Dr.Robinson
That is your prerogative. Look forward though to your response in the fora of your choice. It is the people’s business even if the BU family is not classified as people.
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It seems to me that in 2010 ambev signaled intent with the debt to equity swap and the clause relating to issuing of further BHL shares. Shareholders were fully aware of these issues, theere was much discussion and disagreement but a majority of shareholders agreed to the deal. The newspaper articles today tell us that shareholders are not aware of the put option on the shares and that clause should be open to question by shareholders and regulators.
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Difficult for me to see what’s esoteric about highlighting a public market that consistently undervalues the assets traded there. My comments about the pricing were made from the very outset and many shareholders who have contacted me found the comments about underpricing quite useful. Maybe it’s esoteric to you and you are free to express your views and question my motives.
Are you suggesting that because of what was not said in 2010, that the revelations today should be met with silence? I find that disingenuous to say the least.
The BHL circular and its advice to go with ambev was based on the financial impact of the poison pill. The enforceability of that pill is critical to how this deal pans out.
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@ Justin Robinson November 1, 2015 at 2:41 PM
“I am not going to respond on NIS matters in a forum like this.”
Not that you are “not going to” but because you CANNOT. You are just one big bullshit talker. You are not a doer. For the past three years, that is from December 2012, we the stakeholders in the NIS have been promised audited financials as required by law making you and the other members of the Board a bunch of law breakers.
What set of lying excuses, quack Dr. JR, are you going to present in any forum to justify your professionally supreme incompetence and abject failure to live up to your promises?
If you were one of my students here is the grade you would receive :”F”. for Fired!
I would not go so far as to use the following idiom as any accolade for your outstanding performance in the NIS Chair.
“Those who can, do; those who can’t, teach.”~ GBH.
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Justin Robinson November 1, 2015 at 2:41 PM #
“I am not going to respond on NIS matters in a forum like this.”
Justin Robinson,
As an NIS contributor, I am going to quote some of the comments you made about NIS on BU, cut and paste some of what I have already written here, and send it to you in the form of a letter expressing my concerns and asking for information. The letter will neither be personal nor confidential.
Because we are dealing with taxpayers’ money, and because Barbadians are crying out for transparency, I will pass whatever reply you give me on to David, so that he can publish it on BU and so that all Barbadians can see and read some of what is going on at the NIS.
There should be no secrets surrounding the spending of our hard-earned money.
By the way, there is absolutely nothing wrong with public officials using “a forum like this” to inform and educate Barbadians about government policy and how their money is being spent. In fact, I think it is rather foolish for public officials not to utilize such a powerful and ready-made medium like BU to take Barbadians into their confidence, and to demonstrate to them that decisions are being made in their best interests.
So the powers that be don’t want to discuss public finances on BU, but they want to peddle puerile Douglas and Beresford mouthings (I really can’t call them arguments) every week on BU?
You guys are becoming a very interesting lot.
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This entire board of BHL should be hauled before the courts.Firstly,the board decides that it will not direct shareholders on whether to accept the first offer from SLU after informing the said shareholders that they would have issued their opinion on the offer.Secondly,a board member sold his shares to Ansa and then claimed that he did not know of possible trades in the offing but opted to resign from the board anyway.Thirdly,the board recommended to the shareholders that they should accept the lower of two offers, a most unusual bit of advice seeing that it represents less money in the pockets of the shareholders.Fourthly the board has only recently acknowledged the ‘poison pill’ proviso in the terms of the capital expansion loan from SLU,inked into the agreement unknown to its shareholders who all now stand to be the losers.Fifthly,two BHL directors are connected to SLU and Ambev!!!What a dastardly state of affairs and when you add Massy to the mix its all so perplexingly dizzonest.Bush Tea is correct.The DLP cabinet and the BHL board are no different.They are good at spending other peoples’ hard earned money and doing as they like with it knowing full well that they are making deals behind the scenes from which they plan to benefit materially at John Public’s expense.Bajans are between a rock and a hard place.
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@Dr. Robinson re 2:49 PM post. Not AmBev as far as the history goes but that ‘minor’ slip is in many regard why I completely agree with Walter than local experts appear a bit disingenuous on this matter.
The local governance rules speak to 25% threshold for takeover protocols to kick-in. BHL issued convertible options (to use your most correct term) to an INVESTMENT GROUP who held these shares via its subsidiary SLU Beverages.
My general experience is that investment groups own companies as a vehicle to ‘manipulate’ operations and make a lot of money when they cash the options they have.
All practical evidence shows the savvy shareholders of lawyers, accountants and PhD economists would have grasped what was staring them in the face.
@Walter, re your 2:07 post, how right you are!
Here Dr Alleyne speaks to the Pat Hoyos in Feb, 2011: “He said he also asked the chairman to give him permission “to examine the particulars which they submitted to the Securities Exchange Commission.”… “I have very serious misgivings about what has happened so far,” and he said “I used to be a member of that commission. I know Sir Neville Nicholls, and I don’t see how at all the commission could have done that.”
And back to Dr. Robinson on your point of shareholder acceptance. Alleyne also said: “… Tell me why on earth you would call that meeting on a working day? There are workers who have shares across Banks Holdings I didn’t see one of them there. Even if one was there, they dare not get up and criticise that thing and vote against it.”
Couple this with “After much discussion, Mr King said the thing that “flabbergasted” him was that at the end of the meeting, instead of going for a vote by show of hands, the chairman went straight to a poll, which is based on the shareholding of every
person.”
So it’s clear how exactly the majority votes were accounted.
This is an extremely interesting case. It is the proverbial open book test i.e the answers are there but you still can’t solve the problem or if you prefer the midday train robbery heist…right before your eyes and everybody free and safe as a bird.
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It would be surprising if persons did not grasp what was going on. The clauses were there for all to see and there was a big debate. Shareholders meetings are not one person one vote meetings, investors can vote the number of shares they control. In terms of what happened in 2010 a majority of shares must have voted in favor for it to pass. What’s is different about the option is that it appears that shareholders were unaware that this option was part of the deal.
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@Walter, you seem to be putting on your SNL (Sat Night Live) skit hat with the remark:
“By the way, there is absolutely nothing wrong with public officials using “a forum like this” to inform and educate Barbadians about government policy and how their money is being spent. ”
Transparency of public officials in Barbados. That is a ROFLOLL skit you got there.
I am sure you may have read or seen this below before but when you send the letter maybe you could solicit some clarification on this too. Pat Hoyos wrote this as part of the same article I quoted from above (Broadstreet Journal -Shareholders protest actions of BHL board business-briefs/2011-02-15).
“The National Insurance Board, which has shown its willingness to invest in commercial buildings in recent times, was formally approached by Banks Holdings Ltd. when it was looking for a way to finance its new brewery …According to a source, who spoke on condition of anonymity because he was not authorised to speak on behalf of the board, the National Insurance Scheme was very keen to invest in the project.
“The original letter from BHL was put on the normal procedural track – forwarded to the board’s investment unit, which would prepare and assessment to be forwarded to the NIB’s investment committee, which would then forward the full report to the board with its recommendations.
“But BHL, said the source, seemed to lose interest in the NIS’s possible investment, causing incoming Chairman Tony Marshall to ask what had happened to the proposal as it never came to the board. “He was told it was no longer being pursued by BHL,” said the source.”
Probably monies were tied up with the IT fixes or buying other paper of which you spoke!
But then again such investment decisions require a stated strategic intent and philosophy, we would need to get a perspective of that from the Chairman first then I suspect. They were reported as being keen however.
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Justin Robinson November 1, 2015 at 2:58 PM #
“Are you suggesting that because of what was not said in 2010, that the revelations today should be met with silence? I find that disingenuous to say the least.”
Justin Robinson’
No Justin, I am not saying that. I am saying that if you are going to spout, spout something that people can understand, and something that they know how to benefit from. And spout it when something can be effectively done with it or about it.
Just to get you thinking:
Has the critical decision making point been reached in the BHL takeover bid?
If not, when do you think it is going to be reached?
Is there a practical way that the shareholders, by their united action, can create a critical decision making point of their own? By demanding a special meeting?
Out of the many shareholders that called you, are you going to call them back and identify, for them, any areas of the law and the regulations that you now think have been violated?
Are you going to recommend to them a process that they can start in order to right the wrongs that you perceive have taken place?
Are you going to volunteer to draft a letter that they could submit to the Board of Directors, and to the regulators, to let them know that the shareholders have become aware of this problem, and are asking for directions on how to have the problem resolved?
If you think along those lines, would you give yourself a passing grade for limply writing:
“The newspaper articles today tell us that shareholders are not aware of the put option on the shares and that clause should be open to question by shareholders and regulators.”
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@David
Sorry, but the way these handpick people treat the public and as Dr.Robinson say a forum like BU is annoying, more so when you know of them,
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Walter, I respect your views, expertise and comments and I take being accountable to the public very seriously and I have responded to queries about NIS many times on this forum, in fact quite recently. What I dont quite appreciate is the NIS ambush whatever the issue I am commenting on.
As I have said on many occasions, when I became a member of the NIS board in 2008, the last audited financials filed were for 1998, as a board we hired an accounting firm to help bring the financials up to date. As a result of that project the NIS has submitted its financial statements for up to 2014. The NIS is a government dept and as such has to be audited by the auditor general. The auditor general put out a tender for the large backlog of financials and EY was the only bidder. The audits have progressed much slower than expected for two main reasons. Firstly, the audits are going back well over a decade and secondly the 2004 audit posed a major challenge as this was the first year of the nis switch over to the sap system.
We have gotten the financials up to 2014 and cleared the audit backlog from 1998 to 2005 i think. I was not there when the backlog was created, but I am chairman now and the failure to have up to date audited financials is mine. I accept full responsibility, the failure is mine.
I still hope I can engage in a public debate on other matters without constantly having to explain NIS.
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But Doc how could they really NOT be aware of the option? I have only scanned the most recent Board notes yet everything from 2010 lays out a straight forward scenario to me.
How would it be possible for experienced lawyers, accountants and one of our acclaimed economists to sit in the meeting and be involved in what would must have been a heated debate and NOT see the trees in that forest.
I could understand if it was average shareholders who come to enjoy rubbing shoulders with the local stars and although they understand the business rudiments they tend to zone out when words like “convertible”, “options” and so on start to be bandied about.
Dr Alleyne would have been all over this like the proverbial white on rice…and from press reports he seemed to have been. So, WTF happened over the last several years?
What about those details from Allan Fields he said he was going to seek?
Seriously doc, even a decent cursory examination of this action from any of those savvy shareholders present should have shown up the option details; the framework was there.
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Oh dear, actually that should read: “I have NOT scanned the most recent Board notes yet everything from 2010 lays out a straight forward scenario to me.”
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Walter, Why are you assuming that none off that is being done? I certainly recommended a special shareholders meeting in my comments on Barbados Today on Friday. You seem to be ignoring that there are significant new revelations today.
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If the comments in the nation newspaper are accurate the directors sought guidance from the regulators and they were told that they needed shareholder approval for the debt to equity swap and the restriction on new share issues but not on the option. The disclosures in the 2011 annual report speak to debt to equity swap and the restriction on new share issues but not the option. The evidence seems to suggest that the motpst recent director circular instate first time shareholders became aware of the option.
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For clarity, a put option is a contract which gives the owner the right to sell an underlying asset at an agreed price? It is a type of derivative. These are legal issues, but I suggesting that concerned shareholders may question the legality of this contract without explicit shareholder approval.
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Should read; most recent director circular is the first time shareholders saw the option.
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DIW seems to be referring to the option to convert debt to shares and JR seems to be referring to the option to redeem the shares.
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The debt was converted to shares in 2010 and that gave SLU a 20% stake in BHL. Along with that conversion BHL shareholders also approved a restriction on new common share issues without SLU approval. This was all disclosed in the 2011 annual report. The shareholders knew about these two matters, differed among themselves,met here was public discussion and in the end a majority of shareholders agreed to them. We found out on Thursday or Friday by way of a BHL directors circular than in the event another entity acquired more than 25% of the shares of BHL, SLU has the right to force the sale of the 13.25 ml shares acquired due to the debt swap at a price of $10 per share.
This appears to have also been part of the 2010 deal but was either not disclosed or missed by every one. The comments by BHL directors in today’s paper suggests it was not disclosed to or approved by shareholders. If that is so, it maybraise serious questions about the enforceability of that contract.
Bhl directors are advising shareholders that one of the reasons they are recommending shareholders go with ambev is because the above mentioned clause may make the takeover prohibitively expensive for any other bidder. The enforceability of that clause appears critical to the way forward.
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@Atrue, thank you for that attempt at clarification. It made me reflect further as I frankly looked at the two things as along the same line path and in strict financial parlance I should not.
@Dr Robinson, picking up on that if the Barbados market is such that a put option could be contra the rules when its an acceptable contract format on more established markets then I pause.
But tell me this though. The shares price option for Latin Cap were listed at $4 by the BHL Board n 2011. Full disclosure.
And as you said the convertible shares from debt option was also listed in that report.
It also states how the shares the circumstances under which the shares can be redeemed specifically saying that BHL had absolutely no ‘option’ control re redemption purchase or repurchase of the shares.
So that I am clear, what ‘option’ are you referring to that the shareholders only became aware in 2015?
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Ok we crossed posts. Got your option now.
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@Dr. Robinson
This appears to have also been part of the 2010 deal but was either not disclosed or missed by every one. The comments by BHL directors in today’s paper suggests it was not disclosed to or approved by shareholders. If that is so, it may raise serious questions about the enforceability of that contract.
The above in bold, can we communicate in definitive on this please? Was in disclosed or not!
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de Ingrunt Word November 1, 2015 at 5:01 PM #
This is what has been discussed since the second directors’ circular – what some referred to as the “poison pill” and “reversed poison pill”.
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Ok Doc Robinson, that I missed. Now I understand better why you were going on about this poison pill.
@ David, it was simply NOT mentioned in full view. Consider that the share price of Banks in 2010 was under $3 as I recall. The option price noted in the Latin Cap convertible deal was $4/share. That price of $10 is a multiple above 2 of the strike price noted and values the company considerably higher than suggested book.
That would have definitely caused heart palpitations had it been mentioned.
The BHK Directors did say though: “There are also certain covenants and other conditions which the Group must maintain until such time as the Lenders cease to hold shares obtained by the conversion of the notes and/or notes convertible into shares in Banks Holdings Limited.”
So NOW we know what some of the other conditions are.
Proper chicanery; absolute proper!
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Yes Atrue, got it. Not sure how I missed that in the doc …seemingly just glossed right past! I interpreted the talk on poison pill as the ‘conversion conditions’.
So all to the lawyers then.
Bloody bold and brazen this was.
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David, if the right to redeem the shares at 2.5 times the purchase price was previously communicated to the shareholders, the BHL directors would have indicated so. The directors indicated that the right was reviewed by the BSE and the BSE did not indicate that it should be submitted to the shareholders. However, any rights attaching to shares require approval by a special resolution of the shareholders.
Atrue Freeman November 1, 2015 at 1:33 AM #
Why would the regulators have to tell the BHL directors to take a matter regarding the rights attaching to shares to the shareholders when sections 28, 197, 202 and 203 of the companies act (https://www.investbarbados.org/docs/Companies%20Act%20-%20CAP%20308.pdf) appear to address that?
http://www.nationnews.com/nationnews/news/73986/bhl-sheds-light-usd1325-million-deal
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@Dee Word & Atrue Freeman
Want the point to be clear, thanks.
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David, I had not previously seen it, but I cannot say that I read every word of every BHL communication. This also appears to be the case for many others. Added to this, the BHL directors have not used it as a defence.
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Justin Robinson November 1, 2015 at 4:02 PM #
“What I dont quite appreciate is the NIS ambush whatever the issue I am commenting on.
I still hope I can engage in a public debate on other matters without constantly having to explain NIS.”
Justin Robinson,
By your own words, you have shown that readers have communicated to you how very concerned they are about what is going on at the NIS, and how thirsty they are for information.
Thus, why would you, as Chairman of the NIB, accuse someone of an “NIS ambush” just because they are asking for information?
If readers are so interested in their NIS contributions and benefits, why would you let them know that you prefer to disregard them so that you “can engage in a public debate on other matters”?
As you said, some revelations about BHL have come to light only as recently as today.
On October 1, these new BHL revelations had not yet surfaced. Why were you therefore pressing David and BU so impatiently to have your views on the BHL issue published “in a forum like this”?
Listen to yourself back on October 1:
Justin Robinson October 1, 2015 at 11:09 AM #
“Hi david, sent you an email at barbadosunderground@gmail on this issue.”
David October 1, 2015 at 11:39 AM #
“Noted, will update in next rotation.”
On that date, you were clearly trying to use David and BU. For what purpose? Again I ask, for whose benefit?
Exactly, one month later, on November 1, David patiently asked you if you are willing to provide some information on BU for the benefit of all Barbadians on some very important issues related to the critically important NIS.
In essence, you told David “No. I am not going to give out such valuable and secretive information on such a low-class news medium as BU. To do so might give you a semblance of respectability.”
My Lord. Tsk, tsk, tsk.
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The establishment is intimidated by a forum like BU where no bar exchanges is routine. Where the kernel of BU’s philosophy is to penetrate the BS in the quest for truth because we love our little country. What the establishment cannot prevent is the ability of social media (BU) to be an overpass to the traditional media to deliver/exchange information. The genie is out of the bottle …!
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Some person other than me can recognize the real JR with make up on
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Dr. Robinson
Banks was virtually sold in 2010 when the LatinCorp deal was done.
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I have attempted to answer questions posed on this forum about NIS on many occasions. I understand and appreciate where people here are coming from but There is a line between transparency and professionalism with confidential informational information that I am careful not to cross.
I have consistently posted articles on BU, like the one walter is referring to which was published in the nation, advocate and Barbados today, and I am one of the few people blogging here under my own name, so Its Interesting to hear that I disrespect the medium and that it’s somehow beneath me.
But I take the point loud and clear. Establishment people or perceived establishment people not welcome.
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WAlter You are so RUDE you are so fking rude Justine Robinson came on BU to engaged on the matter of the BHL ,
AS if that was not good enough for you you launched a sneak attack and goes on your rambunctious mode to accused the man of being less than transparent
So what ! just because you have your own agenda and possibly others you expect Mr, Robinson to have a propaganda debate with you on another related subject
You are so fking rude you need to go learn some manners , Fool!
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i have shares in banks and i am interested in what a person or /sof knoweldge on such matters might have to say and so are others/////// and these demagogues/t who can let go for a fking split minute must always be frothing at the mout with soured political bile,
Walt if you do not like how the way things are being done in barbados then get the f out your ivory tower up north and sit yuh backside down in barbados on the hot coals
good grief,
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Justin
Consistency is what Walter is asking for.If your are consistent there is no need to take a low road and a high road when it suits your analysis.Steer a steady course at all times and be prepared to defend your right to freedom of expression on BU.Be prepared also to be suitably scrutinized and criticized when your objectivity appears askew.
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@Dr Robinson, that is a strange view to adopt re “establishment people not welcome” ; akin to your “attack me” comment.
I was critical of some of your remarks here but ALSO noted that I was impressed and pleased that you had the conviction to brave the site.
Of course you are in an unenviable position as you will get lashes regardless but I imagine you don’t shirk away from a fight or a challenge, so not sure why you would want to start at this point in your life…
On this issue of NIS “transparency and professionalism with confidential information” there is quite easy fix..if you are keen.
The NIS has a website and a team who handle PR issues… Yes? They do all sorts of public awareness information sessions. Maybe?
If so then any and all questions you get here can be delegated to that team for research and response.
The questions and answers – certainly those from Walter – are for every Bajan so publish both to your website under the PR section that deals wid that.
And being the modern communicator that you are then drop back a note to Walter and BU with the link to the questions & answers or come back here and post/discuss them.
Things like that are only a problem if you want them to be…so I am sure a smart fellow like you knew that solution already. I just thought I would still offer it so that there was no misunderstanding.
We are not only here to attack or chase the establishment folks.
By the way Jeff Cumberbatch posts here…he takes his lashes with wine, whiskey or a good Mount Gay and gives as good as he gets… you can do the same so ease up on the whining…is that your non-Bajan roots! oh lawd!
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@Dr.Robinson
All Barbadians have a vested interest in the proper functioning of the NIS. Successive governments have accessed NIS as an individual would an ATM. We have a right if there is a lack of information to hold those responsible accountable by asking questions. It is our damn money. Dr. Robinson here is a bit of advice, let Ian Carrington and Derek Lowe get up off their asses and communicate with the public on this and other matters. If they don’t, and they should be routinely doing, then you will continue to be bombarded with questions from the public. Remember, the NIS is our damn money and you guys are the caretakers.
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Whooooa, Messrs AC.. step off. Go back to your political blogs with the uncouth behaviour.
Seriously, step off. That was uncalled for…absolutely uncalled for.
Can’t you just close your mouth sometimes. This is not an issue that needs your type of political diatribe nonsense.
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Then IF you David want to talk about the NIS post the article but do not used covert attacks on the guest ,
You guys are “drive by “shooters by any other description i would be less than being honest,
Mr, Robison came on be in good faith to discuss the BHL possible take over and its affect on the shareholder
Then out of the blue comes Walt with an agenda that is not part of the subject, and places Mr, Robinson in a awkward position of having to comment on certain aspects of govt matter having nothing to do with BHL how fking unmannerly,
In every area of govt international or local worldwide some areas of govt information are deemed sensitive and out of the public vies until deemed necessary to public interest
THere is no govt official anywhere who can take it upon themselves to speak openly before given govt approval on certain matters
This bad a.ss gang “up” approach by some political operatives is obvious to a blind man jackasses
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DIW I enjoy the cut and thrust of the debate and I have no problem with the comments generally. The NIS is crucial and important, but I find the NIS broadside a cheap shot while we are discussing this very current thread. maybe I should not take it like that.
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@Dr.Robinson
You have to learn to walk and chew gum at the same time…lol.
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now who de hell u talking too,de igrunt you need to back off . What language? you talk the same shite only with pseudo intellectual language but when it all boils down it is says nothing but gibberish
Don/t take yuh self so seriously bro,
i was following Mr Justine Robinson comments until Walt and i guess you slowly started putting the hangman moose around his neck then all hell broke loose
Don/t blame me jac ass , i was not the one sitting on the side lines pelting rocks,
Yes and an acid need of correction was necessary if you igrunt do not like it that is too bad,
BTW next time u tell me where to go i have a few choice words for you and they ain.t nice
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@ac
Further comments from you along this line will be deleted, you have offered nothing of value to the topic. Read and learn and resist the compulsion to pollute every debate.
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@ Justin Robinson,
You is a Bajan ? You evah had a drink wid some frens in a rum shop ?
Well in BU yuh gine get licks gine an cummin. Dat is inevitable.
But we Bajans ent mean nutten by it. n hey we fave from Braniacs to Brainless so doan study it.
Jus doan say nutten dat cuh mek yuh loss yuh pick.
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Back to the thread I am willing to dispose of my few shares in BHL at the same value BHL agree to pay SLU proviso or no proviso.$10.00 a share is my minimum take.Ansa can backraise the BHL/SLU guarantee.The more the merrier is back!!
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ac November 1, 2015 at 7:59 PM #
“i have shares in banks and i am interested in what a person or /sof knoweldge on such matters might have to say and so are others///////…..
sit yuh backside down in barbados on the hot coals”
ac,
CLICO policyholders had premiums in CLICO and your friends stole their money. You did not care one iota about, and had no interest in, what the policyholders (or anyone for that matter) had to say.
Why should any of us care now if you have shares in banks (you told Alvin Cummins not to speak the truth. Are you speaking about shares in Republic, RBC Royal, and First Caribbean banks?)?
I pray to the Lord that the private sector finds a way to rob only you out of your phantom shares.
Is that what Barbados has degenerated into? A bed of “hot coals”?
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Still scratching de ole head. My approach in such situations is always…..follow the money.
I appreciate the potential non-disclosures by the BHL Board; what Dr.R refers to as the “put”
Yet
What explanation can Massy offer their shareholders as to why they sold some 13 million shares in BHL for at least $1.60 (5.60-4) less per share than they are worth to SLU? That is $20 million, not chump change. Worse if $6 is the final price
What did Ansa pay for the BWPL block? I thought this would have to be disclosed by the BSE?
For companies that thrive on money, this behaviour is odd.
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Listen walt now after three comments where David accused me of blackballing the forum i don wid wunna hypocrites yuh hear , now over to david to remove this the fourth comment
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Oh btw WALT i asked DAvid what relevance was the NIS issue to the article dealing with the BHL can you answer that for me please since it was that issue(nIS) which you brought to the table which cause the hell lto break loose .
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http://www.nationnews.com/nationnews/news/74043/-blow-ansa
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http://www.nationnews.com/nationnews/letters_to_editor/74028/shareholders-rights-trampled
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@ Justin Robinson
You have ignored the antichrist and blogged on the BHL matter with some constancy over the past week, notwithstanding the point raised by a few bloggers regarding your (seeming lack of) alacrity over the last 5years while these (seeming pernicious) activities were perpetrated against the shareholders of the BHL.
Some have very strongly intimated that when Douglas Skeete spoke the these irregularities back then that you were painfully absent from the fray BUT these non-chess playing observers would not be aware that you were not the Dean of The Faculty of Social Science at that time AND as is your wont with these things, would never put your foot in your mouth so to hell with this scholarly expertise these five years hence
I would call these tangential references to the NIS pick that you also have, as are the other picks you simultaneously hold under the fatted calf brigade, “While you are here…?” Queries similar to those Jeff Cumberbatch and Caswell Franklyn and Walter Blackmam face, and respond to.
As Dean some might say that you see the writing on the wall and are making these gentle waves with the hope that the incoming administration will be kinder to you, given your allegiance to these incompetents while others will recognize this distancing from the sinking DLP ship and your quiet signal to the world that even among the fatted calf crew, there are those whose misgivings cause them to speak out quietly and loudly
I for one know that you will not employ any part of DIW’s suggestion regarding using the NIS website TO inform any public of the shenanigans of the ATM machine of the Demonaic Lying Party but, suffice it to say, you have tried to show that you have one testes in your pants, figuratively speaking which is more than legion has collectively isn’t it???
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What is Sagicor’s position regarding the BHL shares that it controls?
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Following from my above comment (BSE site username), a shareholder that controls 5% or more of a corporation may call a meeting under section 129 of the companies act. Sagicor controls 6+%.
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from BHL annual reports
Interests of persons other than Directors holding more than 5% of the issued shares on the august 31 2009 were as follows:
The Barbados Shipping & Trading Co. Ltd. (19.45%) 10,030,976
Sagicor Financial Corporation (8.43%) 4,349,106
Banks D.I.H. Limited (8.42%) 4,343,415
Interests of persons other than Directors holding more than 5% of the issued shares as at 31 August 2011 were as follows:
Name No. of Shares Percentage
SLU BEVERAGES LTD. 13,250,000 20.43%
B SH& T 10,982,292 16.93%
BWPL HOLDINGS LTD. 7,619,211 11.75%
SAGICOR 4,349,106 6.71%
BANKS DIH LIMITED 4,343,415 6.70%
Not much changed by end of 2014 (most recent annual report except that massy controlled BS&T shares)
Interests of persons other than Directors holding more than 5% of the issued shares as at 31 August 2014 were as follows:
Name No. of Shares Percentage
SLU Beverages Ltd. 13,250,000 20.43
Massy Holdings Ltd. 12,907,292 19.90
BWPL Holdings Ltd. 7,654,886 11.80
Banks DIH Limited 4,343,415 6.70
Sagicor Financial Group 4,349,106 6.71
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you omitted in 2009 BWPL at a high of 8,517,000.
Also SPMUsson was continually listed under Directors but it was very much “associated” with BS&T.
The only meaningful movement was in 2010, when SLU loaned and converted 53/56 notes, while BWPL decreased by a similar amount to BS&T’s increase; 900,000 shares
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Don’t forget it was Sagicor who sold WIBISCO. They tend to keep very quiet in matters of such perceived social significance. Like many, they may be happy with 5.60, happier with $6. Tek de munney and run.
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Where are online copies of the Acceptance documents for these offers? I’m in New York and have not received them.
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The Daily Nation reported today, on page 3, that BHL Chairman, Anthony King, told the Daily Nation that the (“poison pill”) agreement existed on the basis of interaction between the board, legal counsel for BHL and LCF, the Barbados Stock Exchange and the Securities Commission. We look forward to the outcome of the FSC’s investigation into this matter.
By the way:
http://www.bse.com.bb/news/news
Monday, November 02, 2015
Additional Shares Listed
Additional Shares Listed – Banks Holdings Limited
Banks Holdings Limited – We wish to announce that 77,000 common shares in Banks Holdings Limited were listed today on the Exchange representing shares issued as part of the Share Option Plan.
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Lawrence James Bauer, CFA November 2, 2015 at 6:44 PM #
For $6.00 offer, contact:
Republic Finance and Trust (Barbados) Corporation
Mezzanine Floor
Broad Street
Bridgetown
Barbados
Tel: (246) 431-1262
Fax: (246) 429-8389
For $5.60 offer, contact:
CIBC FirstCaribbean International Trust & Merchant Bank (Barbados) Limited
CIBC FirstCaribbean International Bank
Rendezvous
Christ Church
Barbados
Tel: (246) 467-8735
Fax: (246) 467-8900
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http://www.barbadosadvocate.com/newsitem.asp?more=business&NewsID=46440
The BHL officials are missing the point. In substance, SLU was given a right to redeem its shares under certain conditions for 2.5 times the purchase price, which is a fundamental change under the Companies Act. Why would the BSE or SEC have to tell the BHL directors to take a matter regarding the rights attaching to shares to the shareholders when sections 28, 197, 202 and 203 of the companies act (https://www.investbarbados.org/docs/Companies%20Act%20-%20CAP%20308.pdf) address that?
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http://epaper.barbadostoday.bb/ – see ANSA’s statement on page 9
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I would think that the negatively affected parties in this BHL situation would be interested in what the relevant Barbados financial regulatory authorities and the Barbados courts think of the validity of the secret SLU put and BHL management’s support for a inferior lower takeover price for Barbados shareholders.
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http://www.guardian.co.tt/business/2015-11-03/ansa-mcal-rejects-bankruptcy-warning
http://www.nationnews.com/nationnews/news/74083/-directors
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@Atrue, re your 9:15 PM post of last eve, the statement from BHL which purports to take comfort in the “…the BSE or SEC …to tell the BHL directors to take a matter regarding the rights attaching to shares to the shareholders” must be seen in the context of these remarks attributed to former chairman Sir Allan Fields:
“Therefore, he said, because of the convention established over past years, “going to the shareholders never crossed our radar screens. That’s the truth. If it had, and people thought that, you know, CHANGING PARADIGM, DIFFERENT WORLD, (my emphasis) we should go, we would have gone. We had nothing to shy away from. All the major shareholders approved it, so we had the votes to carry any resolution, so there was no contentious issue as far as we were concerned. The way we did it was based on CONVENTION, HISTORY AND LAW.”(my emphasis)
In his lead up to that statement above Sir Allan also asserted with purpose, conviction and hubris:
“In April 1991 we had a 5.4% dilution when we took over BBC. We issued shares; we did not seek shareholders’ permission. In 1998 we had a 19 percent dilution when we bought Pine Hill … In 2006 when we took over CPBL (Citrus Products of Belize Ltd.) we had an 11.4 percent dilution without any approval of the shareholders…All the regulatory bodies approved it, and when I say all, I mean all. Central Bank, SEC, SEB, Minister of Finance, every one of them gave it their blessing…. So we had the blessing of everyone.”—BSJ, April 1, 2011
You or I and most of the small shareholders would have viewed that $10 put option as a ‘changing paradigm, different world’ from the previous cases he described but the BHL Board DID NOT.
They took comfort that what they did was completely above aboard…as far as they were concerned they “had the blessing of everyone”. So their sins, whatever they were, had the sanctity of those on high!
The cynical perspective: “Dear powers we have sinned…. Go in peace my sons and sin no more. I look forward to seeing you in the congregation next week and we will accept your humility to assist our work to the poor…. Of course, dear powers.”
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@Dee Word
This is how companies (public) are run in Barbados. A manipulative pack of greedy sonsofbitches. There is no better word to describe it.
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….and no better words to describe Fields either….
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@David
keep digging. Something is still missing. The greed (financial gain) is still not obvious.
What we are seeing is Director arrogance, and a dereliction of duty. Potentially even incompetence. But how was money made/gained?
How does agreeing to a poison pill, benefit any of the existing shareholders at the time it was granted? (beyond merely finding financing to complete the new plant) Is BHL worth more today with the new plant than it was worth if there was no new facility?
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In section 7 (http://ctrc.sice.oas.org/investment/NatLeg/Bar/Comp_reg.pdf) a redeemable share may not be a common share.
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Official $6.00 offer –
Click to access ANSA-McAL-Booklet-002.pdf
http://ansamcal.com/news-and-events/bhl-offer-is-best-for-banks-best-for-barbados/
http://ansamcal.com/news-and-events/qa-ansa-mcal-limited-answers-the-questions-that-shareholders-have-been-asking/
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ANSA’s $6.00 bid (http://ansamcal.com/wp-content/uploads/2015/11/ANSA-McAL-Booklet-002.pdf) is official.
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ANSA secures injunction on sale of BHL – http://epaper.barbadostoday.bb/
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Thanks to those of you here — and some elsewhere — who have kindly provided links to both the current news and the actual legal documents. It’s hard to keep up with what’s happening since I’m in New York City. I’m sure others are in a similar situation and need such help too.
I used to work regularly with attorneys on company, financial and investment matters — often even drafting parts of legal documents for and with them. I learned how to think like a lawyer. While I don’t know all Barbados laws, it seems to me that the MOST FUNDAMENTAL issue relates to the power of the Board under Barbados Company Law. Did they even have the power in 2010 to grant such a put option to SLU under that law?
If they didn’t, then SLU should have known better than to bargain hard for it, since it would not be valid, and therefore be unenforceable. The resolution of the BHL situation could be as simple as that. In that case, it seems to me that the Directors granting it to them, and some regulatory authorities not objecting to it, are irrelevant if neither of them has the power to overrule Company Law. I think that any court following British-type law could readily answer the question as to whether the put is valid.
Beyond that key issue, are those questions of (1) whether the BHL Directors were and are acting as fiduciaries in the best interests of the shareholders, and (2) whether the regulatory authorities charged with overseeing the national interest of the company’s workers and its consumers have approved EITHER of the takeover plans.
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Nifty move by CJ to grant injunction to halt sale of BHL. Next move haul the directors and management before the courts. Something fishy maybe criminal occurred.
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How ironic it is that Barry Gale is lamenting the fact that Ansa did not notify them at BHL of its intention to go to the high court to seek an injunction to void any further trading etc on the takeover bids now in the public domain.The shareholders of BHL can make a similar claim that the BHL BoD did not notify them of the ‘poison pill’ put thru.Both the board and the ‘special committee’ which appear to be stepping up to the microphones to save chairman King from further problematic public relations duties,have compounded the situation by lamenting the cost of arbitration to BHL should it go that route,a route they the BHL board signed on to,arbitration in the USA!!
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“The agreement in question requires that any dispute should be resolved through arbitration. And not just arbitration in Barbados but arbitration in Miami, applying New York law.”
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http://www.nydailynews.com/new-york/nyc-crime/3-indicted-stock-scheme-linked-sopranos-article-1.2424041
This is what is done with criminals who pump and dump in the real world.
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What happened in court on Nov 11 ?
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http://epaper.barbadostoday.bb/ – page 4
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This seems like a foolish result. How can anyone decide anything when no one knows whether the secret terms granted to SLU are even valid?
That’s the first thing that should be decided, before any more bidding or merger takes place. To do that, you need a court proceeding to decide on that most substantive issue, and that will take time — which requires a halt (injunction) to all other actions of all the parties until this basic issue is decided. Otherwise, it’s a crazy rushed activity in which no one knows the real legal status of what they’re doing.
Mr. Mouttet, that’s where you need to be going. Immediately start the legal suit to determine the validity of SLU’s special terms, and get that judge to issue an injunction to stop all activity until that case is decided.
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