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Submitted by Atrue Freeman
Mr. Richard Cozier, CEO & Managing Director
Mr. Richard Cozier, CEO & Managing Director

Mr. Cozier, BHLโ€™s second directorsโ€™ circular (http://thebhlgroup.com/Corporate/BHL-Directors-Circular-No-2.pdf) makes for very interesting, but unpalatable, reading.  Will any employee, officer and/or [โ€ฆ]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?


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190 responses to “Bid for Control of Banks Holdings Limited (BHL)”


  1. @Atrue, you need to dish the inside dust rather than this drip..drip method of offering information. Your statement above is loaded with fraudulent insider trading innuendo.

    On the M&A blog the question was posed (I presume by yourself): “Does this (details in circular#2) warrant a lawsuit against the BHL directors?

    In turn I ask you: why exactly would it warrant a lawsuit? Why NOW?

    In 2010 the shareholders left a meeting full of rage after being told of the conditions of the SLU convertible debt purchase agr. (CDPA). They ranted to Pat Hoyos and talked much of a lawsuit. There was none.

    Did the Board not ‘sell out’ the company at THAT point. Any junior analyst on his fist day on the job could have seen that BHL had for all intents and purposes invited a take-over situation.

    So you want to sue them now that the plan has come to fruition and they are defending what they did?

    Every shareholder expects to maximize returns. Directors selling at an under-valued share price would be negligent and absolute grounds for legal action…

    BUT the Board can easily suggest that the CPDA was a special dispensation that got them expansion capital at the lowest possible cost and the share conversion presaged a partnership with a like-minded regional player and it also provided additional benefits to the overall BHL products and brands.

    I admire your sense of indignation but if there was no suit in 2010 it seems futile and even unrealistic to talk of one now…


  2. Granted, it has been five years – but if the period allowed for legal action has not expired, the materialization of what was done may be the driving force for legal action at this time.


  3. http://epaper.barbadostoday.bb/ – page 3 and page 9

  4. NorthernObserver Avatar

    Unsure about legal matters, but it sure is “smelly”. And if by chance, ANSA should withdraw its offer based on #3, that stench may intensify.


  5. Over the years BHL has been unable to penetrate the regional market with their beer products. I have travelled throughout the Caribbean and have never been able to purchase a Banks beer in any of the islands. However, Carib and Heineken beers are readily found. I know someone will mention that since Banks beer is โ€œindigenousโ€ to Guyana, perhaps Barbados may have some difficulty exporting the product. Hence, reason being why the beer may not be found in regional territories.

    It would be very interesting to know how AmBev will go about trying to โ€œreverseโ€ this situation so we can see Banks in Central and South America and other regions of the Caribbean, such as Hispaniola.

    Additionally, Ansa McAlโ€™s brew products such as Carib, Heineken, Pola and Stag beers, Mackeson and Guinness stouts, Smirnoff Ice, all of which enjoy a significant market share in Barbados and the entire region. Ansa McAlโ€™s beer products also give BHLโ€™s products significant competition. When Stag first entered the Barbadian market, it gave Bank a โ€œrun for its money,โ€ because their distributors, Bryden Stokes, were able to sell the beer at prices whereby retailers could offer customers โ€œ4 for $10.โ€

    BHL responded by brewing Deputy and selling it at โ€œ5 for $10โ€ in the initial stages of its introduction to the local market, to regained market share for the company. However, Ansa McAl responded by importing Pola beer, which is now being sold at โ€œ5 for $10.โ€

    Bearing this in mind and the fact that Banks/Deputy are recognized specifically as local beers, how will Ansa McAl be able to achieve the feat of exporting both beers to penetrate regional territories, especially in islands where their (Ansa McAl) brands have been established as a result of being readily available for a number of years?

    Another interesting observation is that Ansa McAlโ€™s Carib Brewery is located in Trinidad and the company has been able to export its products to Barbados at prices lower than BHLโ€™s wholesale prices. What would prevent them from moving BHLโ€™s operations to Trinidad, where manufacturing cost are lower, and import Banks through their distributors in Barbados?


  6. @Atrue, back in 2010 the conditions approved by the BHL Directors was noted as being fraught with complications for all other shareholders.

    That exact point is now being raised by the same Board as one of the reasons that moving forward with the SLU/Lain Cap now Ambev offer should be accepted.

    I agree something is less than ‘upfront’ and you have said that the Directors should be sued. Agreeable.

    But if the smart shareholders were not keen on spending their money on legal fees and taking time in court back then they should not go that route now either.

    At this point the best option seems to be to continue to push to get the best price (as you have been advocating for weeks). Get the payout from AnsaM and disrupt the directors’ well laid plans.

    At least ANSA seem ready to give the shareholders a ‘windfall’.

    One wonders though beyond that action which deal is the best for Banks and Barbados. At the end of the day both have positives and for the shareholders that $6 price is very attractive.

    But there are no ‘free lunches’ in the corporate world so if AnsaM pay high now you can be assured they will slice and dice to reduce that debt once they are owners of BHL.

  7. NorthernObserver Avatar

    Apologies I had not read earlier that Ansa was aware of the rights issues and their bid stood.
    The sad thing, is because the BHL Board agreed to terms which were “less than conventional”, AmBev stands to pocket huge profit, that would otherwise be available to be divided amongst all shareholders; should Ansa’s bid be accepted
    However, being aware of the $6 Ansa offer, it baffles me how the BofD could recommend the lower Ambev offer to shareholders?
    It looks like the ‘bad blood’ between Massy and Ansa goes very deep.
    Yet AmBev only needs DIH 9% + any 2% for 51%.


  8. The issue goes away for the shareholders if they get the $6 or higher, but the BHL directors seem to have another objective in their last circular. It seems as if there is another unknown, material factor. If ANSA succeeds, we may get to know a lot more of what really happened.


  9. Agree with your last comment Atru freeman, SLU wins all around however before we get there some dirt will shake out. We need to see movement of share among BHL directors in the last 24 months.


  10. de Ingrunt Word October 29, 2015 at 10:40 PM # @Atrue, you need to dish the inside dust rather than this drip..drip method of offering information. Your statement above is loaded with fraudulent insider trading innuendo.

    I had overlooked this. You may have misunderstood my question. This question does not relate to trading, but to performance. The shareholders have a right to know of any performance rewards, including job retention, that may be associated with the deal, unless such arrangements are otherwise prohibited. There is no logic to what is being done when the available information is considered.

  11. Well Well & Consequences Avatar
    Well Well & Consequences

    That is what makes it a slippery slope to invest ones hard-earned money in any company shares offered by small island companies.

    That company should be, at this time, consoling shareholders by telling them what is being done by the director who supposedly months before bought up many shares for himself, then recklessly dumped them at the right time and before the acquisition, just because he was privy to insider information that earned him hundreds of thousands of dollars, at the expense of the other shareholders.


  12. @ Atrue Freeman
    So boss, if a Company director, in exchange for a guarantee that he will be given a specific position in the new entity, uses his influence to effect the sale of his company at a below-market price …do you consider that to be a “performance” rather than a ‘trading’ issue? …INSIDER trading – to be more specific?
    Unless that information is disclosed to all other directors (and perhaps also to shareholders via the AGM report) it HAS to be illegal.

    If you were able to look back at ALL these ‘deals’ where Barbadian companies were sold at fire rates, Bushie GUARANTEES that you will find multiple cases of Directors speculating on such sales by buying up large numbers of shares that THEY had kept deliberately CHEAP by their policies, in order to cash in on the fire sale….usually around retirement time…

    If our Stock exchange had staff with BALLS, at least they would investigate and take appropriate action in such daylight robbery…
    …but yuh can’t expect a BOY to do a MAN’s job….


  13. @ David
    That ‘arrangement’ with SLU, where “if any other entity were ever to purchase more than 25% of BHL’s shares it would trigger a buy-back of SLU shares at $10 per share” sounds to be downright CRIMINAL….. no Director could be so idiotic.

    It also tells Bushie that those SLU people KNOW that the REAL value of BHL shares is in the region of Bds $10….. which was Bushie’s educated guess.

    BL&P’s shares were clearly in the region of Bds $50 when sold for half that….

    Only a complete jackass would value a physical company based on ‘shareholdings’ in a shiite jurisdiction like Barbados where everything is FIXED ..and where trading is practically ZERO. The value of company ASSETS, annual trade, human resources, and long term contracts is a much more sensible basis for such valuation.

    Don’t you find it interesting that they all run to KPMG etc for such ‘valuations’ when outsiders seek to buy them?
    Imagine you have DIRECTORS responsible for the performance of an entity …and they do not know its value ….until some stranger seeks to buy it….?

    Bunch of brass bowl jokers… (or crooks)


  14. BU why does SLU win all round? There is evidence Ambev destroys companies it acquires in hostile take overs.

    The unexpected change by the shareholders to question the motives of the directors is praiseworthy. The track record of Richard Cozier, Tony King and BHL leadership is appalling. Were they politicians the clamor for their removal would deafen . We are caught unawares by the sudden halt because directors and shareholders of big companies are often one and the same.

    It shouldn’t have come to this. Insider trading is a fact of life in the closed shop that is the local conglomerates. The dipsy doodling of business elites to ensure the working class don’t own controlling shares to make important decisions are well known. The people are distracted by the persistent drum roll from alleged professionals, the private sector , the opposition of the poor rakiness of government. Anybody who dares to look past the vitriol aimed at government concludes the private sector is worst at management than the public sector. Therein lies the rub.

    Privatization with smaller government does not mean an automatic improved economy. The glaring self interest and greed of the private sector maguffies place over the national interest ensures no such thing happens. The harsh reality at BHL is a case in point.


  15. Artaxerxes, The reason that Banks is not seen in the islands is because most of them are designated as Less Developed Countries (LDC’s) within Caricom. As such, they can block or apply heavy duties to goods coming from Most Developed Countries (MDC’s). It is behind this protection that brewing companies such as Heineken have been able to set up in the LDC’s, export to the MDC’s while beers like Banks are blocked. The so-called LDC’s should have graduated form that status over 20 years ago, but they are a majority within Caricom, so who’s going to make them? Same old Caribbean mess!


  16. @Artaxerxes and Peltdown,
    There is a difference between Marketing and selling. The reason for lack of Banks presence in other islands is because we have salesmen and Not marketers. Similarlyly we do not Market our products in overseas markets; the Jamaicans od. Right now you can go into West Indian stores in Toronto and buy Jamaican “Johnny Cakes” (Bakes), Golden Apples (Marketed as June Plums) in No Frills, Canned Ackee, and even Breadfruit and hard coconuts. They export everything. We cannot even get Bajan sugar on the shelves.Any shelves in any store.

  17. Justin Robinson Avatar

    My immediate reaction is “wow, what a poison pill by SLU.” How much did shareholders know? Maybe we will hear from the directors why they thought this agreement was in the best interest of the shareholders?

    The optimist in me hopes that this could be a catalyst for greater shareholder vigilance, but I fear this could set back capital market development for decades. On the basis of what is out there, who would want to put their money in public companies. Maybe the risk averse bajans know something after all.

  18. de Ingrunt Word Avatar

    @Atrue, blogger BushTea laid out clearly why my remark of ‘insider TRADING’ and your ‘insider TRADER’ are on the same slippery slope of blatant illegality.

    @Bush Tea, your second point re “THEY had kept deliberately CHEAP …in order to cash in on the fire sale” is a lovey statement as part of your brass-bowl mantra but on every practical perspective it’s a strong condemnation more at the feet of persons like yourself and me and Walter and Pieces and David et al.

    ALL the people here on BU who display an above average understanding of corporate financial matters…and that expands to the collective called Credit Unions.

    Bushie, for all these public companies that the Directors “kept deliberately CHEAP …” the financial details was PUBLIC knowledge. There was nothing preventing you or me or Walter from forming a group of investors and over the years systematically buying as many as possible of these ‘cheap shares’.

    I personally can’t see that there was anything stopping the credit unions either, but others seems to think there were internal regs or maybe some high risk aversion… although the iris on these Bajan stocks were the bluest of BLUE.

    The horse is out the barn so we can palaver for ever but any objective review of these events MUST ask the hard question of why the cognoscenti among us allowed these ‘cheap shares’ to go awol.

    Your pronouncement here on BU indicate a very acute knowledge and nous of these matters so put aside your ‘brass-bowl’ riff for a minute and try a real purposeful look back around those conference tables and talking with other financial analysts and really give an true context of why the black middle class are still on the outside looking in!

    Why Bushie is there a basically ‘white owned Fortress Investment Fund and there are NONE (as far as I know) Black owned and operated which germinated from the Credit Union movement with all that cash or from among your Cawmere bright boys? How come ?

    Now I know that it’s low hanging fruit to say that the Fortress fellows were ‘given’ their results because of the same incestuous connections we upbraid but let’s step beyond that too for purposes of discourse.

    When we speak of Barrow and how men like him forged the steel that made us so strong and vibrant it’s lost that one view of a modern day Barrow is a leader of a Fortress type entity battling the colonials in their Board rooms and buying up the cheap shares they are trying to keep for themselves.

    We have a major problem. Bushie that opportunity was missed. We are definitely the brass-bowls not to have grasped the opportunity; condemning company directors at this stage is merely a sorry-ass admission of that failure in my view.

  19. de Ingrunt Word Avatar

    @Bushie re “Imagine you have DIRECTORS responsible for the performance of an entity โ€ฆand they do not know its value โ€ฆ.Bunch of brass bowl jokersโ€ฆ (or crooks)”

    You know full well that those who wanted to know KNEW. Of course value is based on ” company ASSETS, annual trade, human resources, and long term contracts”.

    Pellucid. Your statement had the wrong words in brackets.

    Many of these folks have acted boldly and shamelessly in the most CROOKED manner.

    Frankly, worst case scenario for most of them is akin to how some described the situation of a former Judge and Governor General.

    But such is not to be wished on anyone for possible malfeasance…they should be made to pay now where it hurts for their alleged perfidy.

    But they know that nothing will or can be done to them.

  20. Man from the East Avatar
    Man from the East

    BHL Holdings had turnover of $184M, assets of $308M, net income of $7M in 2010. Why would the directors have to negotiate such an outrageous deal for a $40M loan? Incompetence is an understatement.


  21. @ My Two Cents
    “Privatization with smaller government does not mean an automatic improved economy. The glaring self interest and greed of the private sector maguffies place over the national interest ensures no such thing happens. The harsh reality at BHL is a case in point.”
    You are absolutely correct ! We have these jokers talking about privatisation as if we don’t already have an economy that has always been highly privatised and still cannot escape the clutches of rampant colonialist styled capitalism. What is there to be privatised in our stagnant economy that is not already in some form of privatisation?
    The proponents of privatisation are focusing on the air and seaports, public transportation and garbage collection. I assure them that were theses entities or operations privatised, within five years, the cost to the public will rise considerably and the employees reduced greatly because the profit motive will certainly replace the benevolence of the state, this will result in more hardship on the poor, who can scarcely afford to pay for such services now.
    Thanks for keeping it real !


  22. @Dr Robinson, I find your brief remarks here on BU perplexing.

    You are an established expert and have within your power the ability to educate and advocate from the office of your ivory tower.

    Even if you are proscribed due to your official roles, then certainly your Economics dept. can still fill the gap formed from lack of credible analysis.

    So, sir, I find your remarks: “The optimist in me hopes that this could be a catalyst for greater shareholder vigilance, but I fear this could set back capital market development for decades” very perplexing.

    Did you or your department submit a position paper of corporate governance and the need for shareholder vigilance when the BHL Directors performed this amazing feat of corporate hanky-pany FIVE years ago?

    If so please point me to the article with a link?

    Dr. Robinson, leave the three sentence paragraphs for idiots like me.

    You are an expert at are ONLY University. You or your department NEED to be offering detailed and objective analysis of legal paper length…not three or four sentences!

    Otherwise sir, I respectfully ask what exactly are you trying to prove????

  23. pieceuhderockyeahright Avatar
    pieceuhderockyeahright

    @ DIW

    What is Dr. Justin Robinson trying to prove?

    One. That he has balls to come to Barbados Underground AND like Jeff Cumberbatch and Mr Caswell Franklyn and Mr. Walter Blackman post with his real name.

    Yet unlike those men who have the balls to tell it like it is, he is making lackluster comments, uttering rhetorical questions and making comments befitting of a eunuch comparing his equipment with that of Mandingo

    Two. Refer to one

  24. Well Well & Consequences Avatar
    Well Well & Consequences

    Tell them, The Bushman, I personally would not want shares in any small island companies, not even if they were being given away. That is not a stock market, it’s a Director’s Market.


  25. I refer you to a working paper published by Dr. Robinson

    โ€œInternational perspectives on corporate finance: the Lintner model and dividend policy among publicly listed firms in Barbados.โ€


  26. Attacking me is fine. real issues and questions remain.

    This note appeared in BHL’s 2011 annual report

    (iv) In 2010 the parent company of the Group entered into a convertible debt purchase agreement with Latin Capital Fund 1, L.P. and SLU Beverages Ltd. (the Lenders) and issued 56 senior secured convertible promissory notes to SLU Beverages Ltd. Each note carries a par value of $1,000,000 and is convertible in whole or in part at the option of the note holder into common shares of the parent of the Group at $4.00 per common share. The notes carry an interest rate of 1 year LIBOR plus 1.75%, payable bi-annually on
    30 June and 31 December. The shares of Banks (Barbados) Breweries Limited and Barbados Bottling Co. Limited have been pledged as security for the notes. At 31 August 2011, 3 notes remained unconverted. Any notes not converted will mature on 28 February 2020. The equity component of the notes issued but not converted is reflected in share capital. The liability component is reflected in long-term liabilities.
    The principal and interest under the notes may not be prepaid by the ompany, in whole or in part, prior to the maturity date, without the consent of the note holders. None of the notes or common shares obtained by the conversion of the notes shall be subject to repurchase, purchase, or redemption at the option of the Company, and they shall only be redeemed or repurchased at the option of the note holders.

    It is a condition of the agreement that no further shares in Banks Holdings Limited be issued except with the written consent of the Lenders until such times as the Lenders cease to hold shares and/or notes convertible into shares in Banks Holdings Limited. 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.


  27. I used the term poison pill so let me clarify for those who may not be aware. A poison pill is a strategy used by corporations to discourage hostile takeovers. With a poison pill, the target company attempts to make its stock less attractive to the acquirer.

    The agreement we are now finding out is a classic poison pill. Once agreed to it is likely perfectly legal and unlikely to be in breach of any regulatory guidelines.

    I come back to my questions that some here find so annoying and unsatisfactory.

    How much did the shareholders know?

    Why did directors think such a clause would be in the best interest of the company and shareholders at large?

    Issues like poison pills are not typically regulatory matters but moreso about shareholder vigilance and directors acting in the best interests of the company and shareholders.


  28. I have repeatedly made the point in my academic writings that due to the high ownership concentration in public companies, the corporate governance challenge in barbados is protection of the interests of minority shareholders.


  29. @Artax, thank you. This is from 2005 and speaks to the issue of Dividend Policy in our public companies.

    I respectfully reassert my original comment. For the experts and leaders like Dr. Robinson there MUST objective, scholarly papers/articles of ACTUAL events/ transactions to guide and educate the public with credible, non-biased analysis.

    I appreciate the scholarly papers which also educate but one does not preclude the other.

    This is NOT a condemnation of the Dr. or his team.

    It is the plaintive cry that the experts need to step up and give us the benefit of the expertise….they need to reclaim the wise-man/griot construct that was an integral part of the African tradition.

    Is that such a difficult or outlandish request? Is that not what university professional do the world over.

    I understand that even or UWI folks have to thread carefully with what and how they present publicly but surely there is still a dearth of analysis from on the Hill!


  30. excuse the grammar errors above!


  31. Justin Robinson October 30, 2015 at 11:18 AM #

    โ€œIt is a condition of the agreement that no further shares in Banks Holdings Limited be issued except with the written consent of the Lenders until such times as the Lenders cease to hold shares and/or notes convertible into shares in Banks Holdings Limited.โ€

    The information you presented to BU raises some significant question and some concerns.

    Did BHLโ€™s directors explained or issued the relevant information/correspondence, to the shareholder, pertaining to the terms and conditions of the loan (similarly to how they are now issuing correspondence encouraging shareholders to accept the offer made by SLU/AmBev), before entering into agreement with SLU?

    If these terms and conditions were subsequently included in BHLโ€™s 2011 annual report, did shareholder raise concerns at the AGM, well, that is of course if shareholders attend meetings or read annual reports.

    Why would the directors enter into such a โ€œbindingโ€ loan arrangement with SLU, unless BHL could not source loan financing for capital investment from the domestic market or the value of their assets could not be used as “collateral” or retained earnings (after paying dividends) used to finance the project, or perhaps the company was experiencing financial difficulties.

    Seems very strange.


  32. @Dee Word

    In summary what Dr Robinson is saying is that the BSE is a joke.


  33. I am good with the comments.


  34. This deal led my Allan Fields was designed to be a golden parachute for a few. Let us get real.

  35. NorthernObserver Avatar

    But Dr R is correct, this is a version of the poison pill.

    @Man from the east. Even more perplexing is BHL had significant retained earnings (+/- 100 million), greater confusing the need for a loan of this magnitude with such restrictive clauses.

    Why is ANSA swallowing this pill? 13million SLU shares at $10-acquired priced is a $50 million premium. A Syrian battle, we are mere spectators.


  36. @Dr, Robinson, firstly re “Attacking me is fine..”. SERIOUSLY. A man who has undergone serious academic peer review and you call this paltry push back, ‘attacking’. Fah real!!

    To the meat of the matter. Senor, you have quoted a report from five years ago…at least the action was five year and was reported in the press and the details were listed in the fin reports the following year.

    Dr. Robinson, can you professionally come on this social media site FIVE frigging years later and seriously make these statements.

    Your colleague Dr. Alleyne was in a maddening tizzy in 2010 according to local published reports. The shareholders called the Directors all sorts of bad leaders for creating Latin Cap as a special class of shareholders. There were other published reports regionally which specifically spoke about opening the door for take-over and so on.

    This was in the PUBLIC domain. Please do NOT run away.

    Give bloggers like myself a clear perspective of what engaged the Economics Dept so strenuously that professors did not notice or speak to any of the future economic leaders in their lecture halls about an event you herald here five years LATER in such terms as “a classic poison pill” and ask “what did the shareholders know”.

    Were these not lecture notes that you and other learned professors would have used as local topical examples for student class debates over the last THREE years????

    Let me repeat Dr. Robinson. This is NOT an attack on YOU.

    You are an expert and you have tangled with persons significantly more educated and credentialed than I will ever be so I expect you to dismiss the perspective of ‘ad hominem’ and speak strongly to the real issues…

    Why in name of all that is in the common good is our ONLY UWI and its skilled persons not on the fore-front of these discussions?

    Are you guys betwit the devil and the deep blue sea…damned if you do and damned if you don’t!!

    Why sir? Please put this is perspective for us.

  37. Well Well & Consequences Avatar
    Well Well & Consequences

    Now you got it David, with your 11:43 pronouncement.


  38. OK David, so I enjoin the BSE in this critique…but we know the deal there. Political hegemony.

    Surely, SURELY that can NOT be the problem at UWI!

    Sorry folks, but as much as I really appreciate Dr Robinson for being proactive enough to come here I must ask him to speak honestly and frankly.

    His remarks thus far cannot be considered as legitimate responses from such a learned man at the helm of an ECONOMICS dept at a university.

    No sir. You plan, scrutinize, econometric and strategize. That is your entire career focus.

    How can an economics dept miss that action FIVE years ago!

    I am not in the habit of buying NY bridges nor BS, even from learned Professors!

    Deep apologies.

  39. NorthernObserver Avatar

    @David
    Golden parachute tends to refer to ‘personal compensation’ and having certain senior employees rewarded when certain results are attained in not without significant precedent.
    This is more about a pre-determined corporate exit strategy.


  40. @David, ooops… you said BSE. Mentally and otherwise I read BES. Barbados Economic Society… so disregard the political hegemony remark re BSE.

    We can all agree the local Stock Exchange is just a clearing house facility and exercises no influence or control on the corporate landscape..


  41. @NorthernObserver

    Why did BHL build overcapacity at the factory? Can we see the Board Books of the meeting when financing for the factory was discussed? Did the BSE examine same?


  42. @ Dee Word
    Shiite man!!! you kicking some dirt yuh!
    LOL…
    You are worth all the cussing that Bushie put in your tail Boss….!!


  43. @ David
    Why did BHL build overcapacity at the factory?
    ++++++++++++++++++++++++++++++++++++++
    Boss … Do you understand the people you are talking about…?
    Why did banks even NEED a new facility? Was there any shortage of space in Wildey?
    Were they experiencing massive increases in sales due to export breakthroughs?
    …or were sales contracting due to competition from cheap imports?

    Would you be surprised if you found that there were some personal, PETTY, reasons why decisions would have been taken to do things like that…?

    Questions like who owned the land purchased for the new site…
    …like who got the contract to build the new plant…
    …like who was intended to buy the OLD plant…
    Bout here funny yuh!!!

    LOL
    …so where do you think the politicians get their CAHILL-like ideas from? …Froon?
    …AC?
    NAH…!! they are emulating their role models….

  44. NorthernObserver Avatar
    NorthernObserver

    @David
    Building what you deem overcapacity, is just building a plant which can be modified to produce more product. This was the negative against Wildey, they were “at capacity” and without the ability to package in other forms (ie plastic bottles etc)
    I do not know if shareholders can request and get minutes of Board meetings.
    I do not know if the BSE has the power to examine minutes of Board meetings.

    If my interpretation of Dr.R’s comments is accurate; the question being asked is….is the existence of a poison pill in the rights granted under the loan terms, not very material to shareholder value and therefor meriting full disclosure, well beyond a blanket statement the loan contained other provisions. (Artax it appears had a similar take)

    BHL advised shareholders the convertible feature, if exercised, would dilute value. Not that it contained clauses which could severely limited share value (poison pill).

    All the horizon holds is a plethora of legal actions.


  45. Bush Tea
    Your perspicacity is spot on.Like you I don’t trust any of these brassbowls,neither in government nor in the business boardrooms ’bout here.Why else,inter alia,a company like Cave Shepherd ’bout here since the turn of the last century,supposedly publicly trading pun BSE and can bring a man whichin he name sound East European and who got the hue and look of one such person,and who does talk like English is a foreign language to he,in a 95% black country that producing nuff UWI graduates in Management Studies,Economics,Accountng,Law,Operations Management,and all the odder social sciences ,not one ‘o dem in good enough to be called Operations Manager ‘o Cave Shepherd,but to prove neffin en change ’bout hey so,this stranger from over and away,come here and quick so,Mr Cave or Mr Shepherd snatch he up, mussee teach he a few english words and fine a place for he…..brassbowlery man.I en shoppin dere agen!

  46. Well Well & Consequences Avatar
    Well Well & Consequences

    And therein lies the rub, they still act like the black, ‘poor people’, who keep their rotten asses in champagne and caviar by the way, are too stupid to know the difference.

    Did you hear the deceased little dude from Belleville mother, these people came out of the chapman lane depressed area, but he is telling his mother how poor the black people are and where the hell did he get money to attend Haj in Mecca, all the hell the way in Saudi Arabia.

    Simple..I know, I know…I git a split personality.

    It’s up to the majority 95% black to continue to accept that type of treatment into the next century.
    I know the politicians are well poised to accept the treatment on their behalf, they always have.


  47. Gabriel

    It ought to be clear to you by now that the Indian, the Chinese and the white Bajan is/are of a different mindset than the black Bajan.

    How is it that in a predominately black country like that Barbados, business is control by people either than black.

    Why is it that in most if not all of the black communities in America, the majority of the businesses are owned by people either than black?

    And if we are to believe the hypotheses by the late Sir Arthur Lewis that the white man the Indian and the Chinese have had more than four-centuries ahead of the black man to perfect they business kills, is an argument yet to be had.

  48. de Ingrunt Word Avatar

    @Northern, I believe you were involved in these discussions when @Atrue first published links and details related to the BHL 2010 special shareholder meeting at which the BHL directors gave details of the CPDA and the loan terms.

    Then shareholders voiced concern after that meeting and publicly spoke of possible legal action. It appears they were advised they had no grounds or they simply decided not to proceed. Regardless, this matter has been percolating for all this time.

    I have some difficulty with the โ€˜poison pillโ€™ because this action was done inversely to all other standard implementations of that tactic.

    As the professor said above, โ€œA poison pill is a strategy used by corporations to discourage hostile takeovers. With a poison pill, the target company attempts to make its stock less attractive to the acquirerโ€.

    Look carefully at the actions of the Board. As much as they technically discouraged a hostile takeover; they also EFFECTIVELY placed the company on the take-over platter for Latin Capital or ANY company to whom they sold their shares.

    Is that the type behavior poison pill you see up north? Wouldnโ€™t shareholders have revolted had a company done the same?

    Itโ€™s one thing to prepare a bitter gall for an enemy but when you prepare honey for a friend with a real sweet, convertible loan agreement is it still a โ€˜poison pillโ€™?

    Consider when Berkshire Hathaway invested billions by way of a comparative convertible debt/loan agreement in Goldman Sachs back in โ€™08. As I recall they also demanded special rights on that infusion. Now it may be unfair to compare a robust liquid stock market with Barbados but my point is BHL could have acquired the loan and issue rights to a special class of shares in a similar way to that Berkshire/Goldman deal. They did not.

    Rather, they diluted, usurped the rights of their other shareholders and now today are effectuating this supposed poison pill to affirm their actions of selling the company to their desired suitor basically as agreed five years ago.

    Golden parachutes indeed, David!

    As Bush Tea suggested, in the world of Bajan corporate and political governance this is absolutely ethical and acceptable. Only in Barbados.


  49. @ Gabriel
    Skippa, de people panicking… doing all kinda shiite..
    De young whites are all a bunch of dumb spoilt lazy brats who just drive fast cars, surf and party… most did not even bother to finish school… fuh wuh?!
    They can’t be trusted to keep up the shenanigans of the old whites… so what are the old boys to do…? Wuh even Money Brain father sell out his business to foreigners ..rather than pass it on to MB…. or sell um to Bushie ๐Ÿ™‚

    It looks like ANY TOM DICK or Harry will do …RATHER than include the black employees /customers (who sustained their businesses for centuries) in their ownership future…

    The lengths to which they are going is staggering… but most laughable is the extent to which they have been able to engage the assistance of black politicians and top technocrats in exchange for a few bribes…
    LOL … you say you aint shopping in no Cave, but Bushie done with that shiite long time ago…

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