BHL and SLU Directors– What if …
Submitted by Atrue Freeman
Mr. G. Anthony King; Chairman
What if the BHL directors and SLU all knew that the BHL directors were acting outside of their authority in granting a redemption right to SLU? As far as we know: both parties were represented by legal counsel; […]BHL has only one class of shares; the law states that a common share may not be a redeemable share; the law also states that when a company has only one class of shares, the rights of the shareholders are equal in all respects; and regardless of the form and name assigned to the arrangement, it is in substance a right to redeem shares under certain conditions. It would be interesting to hear BU-Legal on this
Barbados Underground 
@ David
The key considerations for the NIS is ROI and DIVERSIFICATION.
+++++++++++++++++++++++++++++++++++++++++++++++++++++
Wrong.
You listen to Miller too much..
That would be the key consideration for a greedy private sector leech, intent of maximising profits at any cost.
The KEY consideration for a GOVERNMENT entity such as the NIS is the welfare of its people ….and currently in Barbados, that boils down to JOBS; basic security of CRITICAL life-necessities; OWNERSHIP and enfranchisement (as Dave Hinds was at pains to explain recently to a panel of slave-minded morons); …and PRIDE &human DIGNITY.
ROI shiite!!!
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@Bush Tea
Gave you the considerations for the NIS.
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@ David
🙂
…and Bushie gave them what these SHOULD be….
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If you want to understand Emera’s motives for acquiring the remaining 20 per cent of BL&P shares, read Pat Hoyos’ column in the Business Authority. Basically, they don’t want some hostile troublemaker acquiring these shares. Nationalistic fervour aside, it doesn’t make a lot of sense for NIS to hold out and refuse to sell unless the annual dividends are particularly rewarding. They don’t own enough shares to have any real say in the running of the company, and they could be stuck with shares that are very hard to sell in the future.
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I came across this today…..maybe of interest.
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Pingback: Selling the Shop! | Barbados Underground
LOL @ the fly
Boss, how does a “hostile troublemaker” create trouble in a company with a SINGLE majority shareholder with over 80% of the shares?
…by asking difficult questions at annual shareholder’s meeting?
…by questioning decisions that may benefit the LARGE shareholder at the expense of the company?
… by having access to financial and other information that may show that the company is being stripped of assets?
This is BU boss…. that sorta PR shiite don’t get pass here just so…
Try VOB or the Nation with that…
…and what BETTER investment will NIS find for whatever funds they get from selling these shares? Four Seasons? …. or more likely, Sam Lords – to fund the extra needed in order to access the Chinese loan?
THERE CAN BE NO BETTER INVESTMENT THAN ONE IN A LOCAL MONOPOLISTIC ESSENTIAL SERVICE.
Doc, you may need to try again (harder next time) to justify NIS selling out to EMERA….. or you may get a dose of Baygon in yuh donkey….
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Governance and liquidity are also a considerations. If you remain as a tiny minority shareholder, say 10% while another party holds 85%, you can end up holding a rather illiquid investment, and you may have very limited capacity to influence policy even if you retain a seat on the board.
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LOL
Doc, you seem to be on the same wall as the fly…
The problem with your logic is that we are talking about an investment in an ESSENTIAL SERVICE without which there will be NO BARBADOS.
So you are right…
It was TOTALLY IDIOTIC to sell off NIS shares to allow EMERA to own a majority – far less to allow them 80+% of BL&P shares.
Pray tell us WHY would NIS, with targeted investments in the region of $2B… EVER have a need to liquidate such an investment in a ROCK SOLID, local, essential service, which HAS NEVER MADE A LOSS IN ITs entire HISTORY…
Why not liquidate the ‘investments’ made in Four Seasons? ….or Liat? or in the damn consolidated fund instead?
ALSO Doc, do you understand the FACT that without SOME kind of shareholder status, the NIS (Barbados government) would not even have access to BASIC information as to what a FOREIGN owner is doing with the assets of a major NATIONAL, ESSENTIAL, SERVICE?
How the hell will we even KNOW if they take up every shiite and move it to Dominica or Bahamas …perhaps because the FTC or Minister of Finance makes a ruling that THEY do not like…?
steupsss..
Just when Bushie resigns himself to the fact that Bajans are at the VERY bottom of the brass bowl heap…. we drop down a few levels….
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@ Bushie,
http://www.cbc.ca/news/canada/nova-scotia/nova-scotia-power-led-lights-safety-concern-1.3330162
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@ Hants
Perhaps they will hand these out now at Independence …. in exchange for the NIS selling off their remaining shares of course…
We are so lucky to have such considerate masters…. 🙂
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The Guardian is today reporting on an 8.5 megawatt,28,360 solar panels power plant in Rwanda capable of powering 15000 homes.It’s built on a 17.2 hectare site,cost $23.7 m to construct and was completed under a year.The computer controlled photovoltaic panels tilt to track the sun from east to west,improving efficiency by 20% compared to stationary panels.The panels are from China and the inverters and transformers from Germany.Its first year produced an estimated 15 million kilowatt hours and is remotely monitored from a central server via internet from Oslo,Norway.
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@ Justin Robinson November 23, 2015 at 9:07 AM #
“Governance and liquidity are also a considerations. If you remain as a tiny minority shareholder, say 10% while another party holds 85%, you can end up holding a rather illiquid investment, and you may have very limited capacity to influence policy even if you retain a seat on the board.”
Bullshit!
Then you could as well close down the BSE. How does your ‘logic’ promote a climate of investment by individual or private shareholders who will never be able to hold more than 10% in any large company in Barbados?
What was the NIS level of shareholding in the BL&P before the selloff a few years ago? What it less than 10%.
Why don’t you come clean and admit the NIS under your chairmanship is experiencing cash-flow problems and needs cash fast to meet those massive outstanding benefit claims obligations?
Is there a pressing need to get some much need forex before year end?
It is because of the NIB’s decision to capitulate that other private minority shareholders will now be forced to sell their BL&P bagatelle as part of their strategy to diversify their investment portfolio.
Now they would be forced to buy junk bonds in the hopes of providing for their retirement.
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Directors’ Circular No. 5 (ANSA – $7.00)
Click to access BHLCIRC-5-NOV24-WEB.pdf
Directors’ Circular No. 4 (SLU – $6.20)
Click to access BHLCIRC-4-NOV24-WEB.pdf
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Thank you, Atrue Freeman, for the new links to the BHL circulars. I hadn’t seen them before on the BHL site.
This is, indeed, a strange business.
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Seems the diwreckkers have had a change of heart on how debilitating the poison pill will be? The now 3$ premium (10-7) is +/- $40 million. Or have they accepted there is a ‘way around it’?
Glad they call them Circulars, for that is the truth, they are very circular in nature.
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According to the VOB929 news, SLU has increased its offer to $7.10
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@ Atrue
The Banks shares have been really worth Bds $10 for a long time now…. The restraining liability has long been the set of jackasses sitting on the various boards over the past 20 years – chief among whom is one Fields.
It did not take sensible outsiders much effort to realise that fact….especially after getting a foot onto the Board.
It was the same shiite with Massey, Republic Bank, Emera and Bartel…. Valuable local assets handed over to strangers for a song by traitors to the country….
In any serious country where brass bowlery was banned, these people would be rounded up at dawn as traitors….and given hoods…
…We does gi dem knight-‘hoods’…
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I can’t find any reference online to an increase in the offer for BHL shares to $7.10 by SLU. Anyone seen anything online?
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@LJB
on p5 of paper
http://epaper.barbadostoday.bb/
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http://www.nationnews.com/nationnews/news/75114/ease
No ease up
GERALYN EDWARD, geralynedward@nationnews.com
Added 02 December 2015
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According to the VOB929 news, ANSA has increased its offer to $7.20
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http://ansamcal.com/news-and-events/new-notice-of-variation-increase-of-cash-price-to-bbd7-20-per-common-share-2/
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Thank you all for keeping us informed about the latest bidding for BHL shares.
I see that this time the new $7.20 price announcement is on the AnsaMcAl website, and the barbadostoday epaper. AnsaMcAl is also giving an extended deadline of January 11, 2016 to accept the new offer.
AnsaMcAl’s longer deadlines are always in marked contrast to SLU’s “bums’ rush” to get people to quickly accept their inferior offers (starting with the first one at $4.00) without thinking or getting other bids.
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Does anyone have an email address for the people at the bank which is handling Ansa McAl’s bid for BHL ?? I don’t see it in their announcement, or in the Acceptance forms.
For a few weeks I’ve been wondering what would happen if the shares end up being approximately evenly split between the two bidders. I see that the Dec 3 announcement by Ansa McAl that they amended their offering to make it contingent on their getting more than 50% of all the shares, and achieving control.
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Dec-04-2015
Directors’ Circular No. 6
The BHL Board of Directors has issued its response to the revised bids of SLU Beverages Ltd. of BB$7.10 per common share, and of AM Caribbean Development Ventures Ltd. of $7.20 per common share, by way of Directors’ Circular No. 6.
Click to access BHLCIRC6DEC4.pdf
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@Atrue Freeman
Please explain to the slow one on BU the significance of the peg BHL seems to be hanging their hat read the minimum requirement stipulation by AMC.
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David, according to BHL: SLU acquired shares on the BSE that effectively gave it control of over 50% of BHL; and ANSA, in increasing its offer to $7.20, has indicated that the offer is conditional upon ANSA securing control of BHL, which is now unlikely, as it would require SLU to sell to ANSA. If the conditions of a conditional offer are not met, the offer may be withdrawn. What I would like to know is why sell until the final offer is available.
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Some prematurely crashed the party.
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@Atrue Freeman
Food for thought. One wonders the utility in the Court permitting trades with contentious issues to be resolved.
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Now that SLU has control of more than 50% of BHL
– Will ANSA sell to SLU
– Will ANSA fight for $10 from BHL, based upon the right given to SLU, on the basis of equality
– Will ANSA retain its interest in BHL for future potential
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The point is an accountability issue directed at the BHL Board of Directors.
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The interesting footnote is WHO sold the 6million+ block to SLU?
On December 2, 2015 SLU purchased 6,054,354 BHL shares at $7.10 per share;
Seems most likely to be Banks DIH or Sagicor, but I cannot be bothered to locate where we are told how many shares they own.
Will ANSA sell to SLU…probably, it will free up cash for their next target.
Will ANSA fight for $10….no, waste of time and money, plus ANSA understands the game
Will Ansa retain an inetrest….maybe a small one, but if you were SLU would you give ANSA a seat on the Board?
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Would also love to be a ‘fly on the wall’ at the Massy Board meeting prior to their AGM as they prepare answers to the question; “why did Massy sell at $4/share?”
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http://www.nationnews.com/nationnews/news/75335/bhl-gone
… confirmed to the DAILY NATION that it was BHL’s Guyanese namesake – Banks DIH Guyana Limited – that sealed the deal for AmBev’s subsidiary SLU Beverages to get ownership of BHL…
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@Atrue
makes sense
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I think the bigger question is what SLU/AmBev does with subsidiary operations. The big brewers are not known for playing all the beverage markets
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NorthernObserver December 8, 2015 at 2:23 AM #
Especially BDIL, which is currently trading at $1.60 and likely valued much higher
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That BDIL continues to trade separately from BHL is a joke, like WIRD separate from GEL.
But I would agree that is the biggest they need to off-load. Though BBC would likely be more attractive than many other BHL subsidiaries.
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http://www.nationnews.com/nationnews/news/75356/ansa-mcal-waiting-court-decision
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It was reported this evening the BPD represents 100% dairy industry in Barbados. Let us all cross fingers.
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If SLU is not interested in retaining BDIL, the dairy farmers, including Sir Charles, should capitalize on the opportunity or forever thereafter not complain about milk quotas.
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LOL…..complaining is what Bajans do best?
The dairy farms raise cattle which produce milk. It is but one raw material BDIL needs. They also offer a variety of juices.
Contemplated forward integration is unlikely to serve any of the farmer ilk well, running a manufacturing and marketing operation is not their specialty.
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Go and buy GEL shares cause that is where Ansa is going to fire next. And if current valuations hold that $6.60/share GEL is trading at is LOW.
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NorthernObserver December 9, 2015 at 12:25 AM #
If milk and milk products are cheaper to import, a foreign acquisition of BDIL may be a problem for them. If it is a viable entity, better that they get involved, with some other investors if necessary- the diversification may be an asset for them. They cannot expect others to take the risks and guarantee a market for their product.
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NorthernObserver December 9, 2015 at 12:37 AM #
Do you believe that the GEL family owners are ready to move on? They seem to have a good level of diversification through GEL and could probably use it as a vehicle for further diversification. Are you thinking more of a share swap?
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http://www.nationnews.com/nationnews/news/75374/ansa-eyeing-b-b-dairy
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From NationNews Editorial,
“So we can choose to cry over the sale of BHL to “foreigners”, or we can walk away with all the positives for the economy, as well as the very important fact that AmBev can’t “pick up the Banks plant and leave with it”.
http://www.nationnews.com/nationnews/news/75364/editorial-positives-bhl-takeover#sthash.GejyHR0Z.dpuf
Is the editor unaware that the plant “equipment and machinery ” can be disassembled, put on a ship and sent anywhere in the world?
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@ Hants
The editor is just another brass bowl hidiot…
Did the Trickidadians not pick apart the Almond brand and walk away with it?
Did Cable and Wireless not pick up the BARTEL brand and walk away…?
Is EMERA not currently walking away with BL&P?
Did Republic not hijack BNB? …and run away with it?
Why does Stinkliar think that no matter how high he raise our taxes … LESS money is coming in…? Does he think that these foreigners are operating at a loss?
…then again …does he think…?
Soon we will be borrowing money from Republic Bank to pay our taxes..so that Froon and company can give concessions to AMBEV …to bring in foreigners …to produce Presendente beer ….while shutting down PHD and squeezing the dairy farmers out of business…
But …we can always drink cheap beer instead of milk…. or import more foreign milk.
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@Atrue
production of any raw material (eg milk) at a competitive price is a necessity. If not the market will find a more cost effective source. Officials can play with duties/tariffs where they see benefit, but that is always messy. The value of jobs versus profits to the owners.
The GEL family owners are now in their 70’s & 80’s, and a bunch live overseas. No share swap, GEL could cross list on the T&T exchange to achieve the same thing? The family never hired the third generation, so it becomes less of an emotional issue. Guaranteed cash of xxx$ vs future dividends of ????$.
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NorthernObserver December 9, 2015 at 1:53 PM #
It seems reasonable to assume that the 70s-80s generation is already taken care of financially and that most of the wealth in the GEL shares will be passed to their children. Since you are not suggesting that they hold cash, unless the children have better investment alternatives for 100s of millions of dollars, retaining a lot of the GEL investment seems logical, even if selling a portion to invest elsewhere and diversify at the personal level.
Looking at BDIL from the farmers’perspective, I am not sure if you are saying that they are unlikely to be motivated to get involved in the main or only market for selling their product if presented with the opportunity.
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Yes Bushie,the more things change the more they remain the same.We are back to the days of the standpipe with an upgraded product having 3 taps instead of the customary 1 tap of yesterday.All compliments of the dinosaur octogenarian Atlee Braffitt and the Ghanian man who displays a complete lack of manners towards bajans.
Now we are back to the 40’s and 50’s with soon to be re introduced powdered milk including e ,the milk of contented cows with the possible closure of Pine Hill dairy.
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…….Klim,the milk of contented cows
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@Atrue
I like maff. GEL has 58 million outstanding shares, which at a BSE price of 6.60$bds is $382 million. They have 30 something family members in that 70-80 generation only a few dead. I am told by somebody who claims to know, the family owns approx 65%. So that is 250 million, split amongst 30 something people. An average of approx 1.1 million shares each. But, that now has to be split if and when passed down.
So the 100s of millions of dollars you refer to, is actually 250 million split many ways.
The BHL group is worth 100 million more than GEL?
As I said before, buy GEL. It’s take over price will be higher than $10/share.
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NorthernObserver December 9, 2015 at 10:51 PM #
Thank you for the information on the extent of the distribution of the family owned shares.
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First Caribbean declares a special dividend of $100 million. What is the plan?
Click to access cibc-fcib-group-q4-2015.pdf
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http://www.nationnews.com/nationnews/news/75522/bhl-battle-brewing-court
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100 million is 6 cents/share, nah big ting.
Operating expenses were up sharply. Goes counter to all the staff cutbacks talked about elsewhere on BU. Maybe Bim is getting hit harder than other places.
ANSA ain’t stupid, but they say Sabga don’t like to lose. They just fluffing their feathers, soon they will back off, and then pounce elsewhere.
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Is this a distinguished BHL board of directors, always looking out for the shareholder?
http://epaper.barbadostoday.bb/ page 6 upper left
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http://www.nationnews.com/nationnews/news/75699/bntcl-offers
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@Atrue
Lost. Why would BHL buy back their shares from DIH? That only serves to decrease the number of issued shares. If Sagicor sells to Ambev it is game over too, or any of the number of smaller shareholders.
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http://www.barbadostoday.bb/2015/12/19/trini-move/
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For a brief period after independence, when many of the local whites ran off to Australia, Canada and other places, and the remainder were subdued out of fear of the actions of EWB, Barbados made amazing progress in all areas.
As it became clear that Bajan blacks were comfortable in the role of slaves, these unique albino citizens have blossomed into their true nature again, and managed to reverse all the NATIONAL gains that we had made, by leveraging the brass bowlery of political traitors, economic dunces, and the many yardfowls we have, …to gain control of critical national assets, and then to sell these off to foreigners and strangers to enrich their own pockets.
Names like Allan Fields, Frank McConney, Tony King, and others shall go down in the annals of history of the infamous….
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NorthernObserver December 19, 2015 at 1:56 AM #
Why would the BHL directors not ask BDIH to hold off for a couple weeks – December 17 – and allow the bidding process to come to a natural conclusion?
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I would like one more answer and that is confirmation that the purchase of BHL shares from ANSA was pursuant to the takeover bid at $7.10 and not a separate agreement at a different price.
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Bush shite stop talking and regurgitating brass bowlery shit so early in the morning Blacks barbadians have always preferred to use their monetary leverage as enablers using their financial clout to prop up large financial institutions ,hence the many long lines in the banks .Very few have ventured in the financial markets of investing were the worthiness of their money is measured in durable financial power and leverage
You are one of the many bajans who still stick to a principle of blame when the culprits are the blacks themselves who prefer to seek save haven at low risk with no substantial benefits of significant financial profitability, rather than to pursue the many financial avenues that have given the whites economic power and leverage
Barbados would continue to be a sitting duck for outside foreign influence those who have wisely chosen avenues available in the financial markets to enhance their profitability margin while barbadians stand in lines in the financial institutions as depositors an easy and sufficient way to give outside investors enough leverage to invade and have long term influence to the Barbadian Brand
Bush shite instead of crying “foul” when a foreign investor use a democratic and a capitalist system to enrich themselves you ought to use your mouthing to educated /teach your brothers and sister that a penny earned can be profitable if planted in fertile soil
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Here we go again.
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The matter is not here we go! but how and what mechanisms we use in our favour to get there
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@ David
Boss, arguing with AC is like getting into an accident with a shit truck.
There is no advantage to being in the ‘right’,
….you still end up with ‘jobby’ all over your clothes.
…best to take another road altogether….
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