← Back

Your message to the BLOGMASTER was sent

Submitted by Atrue Freeman
Mr. G. Anthony King; Chairman
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


Discover more from Barbados Underground

Subscribe to get the latest posts sent to your email.

169 responses to “BHL and SLU Directors– What if …”


  1. I suppose that depends on if NIS has a better alternative investment – they may take the interest in the parent company.


  2. @ David
    Not “play thing” ….brass bowls.

    …this is only possible because NIS must have jumped at the opportunity to get their hands on some more cash from a solid investment ….which they can then dump into another Maxwell pond like they did with Four Seasons…

    Do these Government people realise that this is EXACTLY the same policy that fueled the original slave trade… the policy of white owned corporations (plantations) exploiting the labour of black chattel to enrich home countries…?

    Of course as a 100% owned EMERA entity, they will now be no limits on the extent to which these foreigners can extract whatever they wish …leaving the scraps for the natives. But then again we like pudding n souse and pig foot and such things…..

    BBs…

  3. millertheanunnaki Avatar
    millertheanunnaki

    @ Bush Tea November 16, 2015 at 8:03 PM
    “Of course as a 100% owned EMERA entity, they will now be no limits on the extent to which these foreigners can extract whatever they wish …leaving the scraps for the natives..”

    Now when the brass bowls managing the NIS ‘sell out’ the remaining shares in this crucial utility whom or what would they use as a scapegoat? The international recession? Or would they claim they are acting upon a recommendation from the newly appointed economic guru to the government?

    It has been recently claimed here on BU by the Chairman himself that the NIS is in very good financial condition. So Dr. JR, why would you want to even consider selling what remains of working people’s birthright just for a mess of pottage and, like the stupid dog, grab at the shadow only to lose the financially meaty bone needed to support the working people in their retirement and old age?

    You know that if the NIS accepts this clearly undervalued offer we can conclude the same NIS is in deep financial shit. What has happened at BL&P (and in the Bajan economy) over the last 4 years to make the value of the shares increased so significantly? Why can’t the NIS up the ante and demand an offer of $50.00 per share?

    Bushie would you be ‘selling out’ your shares too or will you be forced to when the NIS capitulates?


  4. @ millertheanunnaki,

    Why can’t Bajans do the obvious and collectively and cooperatively invest in alternative energy.

    Look at a Google Earth map of Barbados and you will see that power generation and distribution could be community based.

    I will not waste my time on this because Bajans are content to pay Emera BL&P and COMPLAIN.

  5. millertheanunnaki Avatar
    millertheanunnaki

    @ Hants November 16, 2015 at 9:06 PM
    “Why can’t Bajans do the obvious and collectively and cooperatively invest in alternative energy.”

    That certainly explains why they sold their shares in BL&P and why the biggest ‘cooperative’ on the island the NIS is about to sell out its commitment to the members of the working class.

    Barbados is just one big community by North American standards and the BL&P ought to be operated as such to serve the power needs of the residents. Economies of scale would certainly militate against individual pockets of communities having their own power generation and distribution facility and network.


  6. @ millertheanunnaki.

    It is just my opinion that Solar / Wind power generation is suited for communities. We can agree to disagree.lol

  7. millertheanunnaki Avatar

    @ Hants November 16, 2015 at 9:39 PM
    “It is just my opinion that Solar / Wind power generation is suited for communities..”

    Fine. But the massive drawback for this mini scale of production is that of storage and distribution/transmission.
    Who and what would do the supply and demand ‘balancing-out’ of power generation among these small individually-operated communities? Who would manage the process and the associated billing.

    The efficient (cost effective) operation of utilities require a basic level of economy of scale.
    There are too many small communities in Bim to justify such an economic model of power generation and distribution. Maybe recycling and garbage collection and disposal but not power generation or telephone (ICT) provision.


  8. @ Hants
    Solar /wind generation is suited for communities …but it will only work under a strong umbrella framework. Individuals going out and buying up all kinds of different equipment and technologies would be wasteful and foolish.
    If we were NOT brass bowl idiots led by fumbling poppets, it would have been clear long ago (when Oil prices were wrecking the island’s economy) that BL&P should have been the NATIONAL vehicle to lead EXACTLY what you are saying….

    Instead, the simple-minded idiots Froon and Stinkliar allowed it to be sold off to foreign mercenaries – so that they could cash in some NIS dollars to give to their friends who had made losses in Four Seasons.

    EMERA has been raking in such profits since then, that they are now offering 30% MORE to get their hands on the remaining shares …. pick sense from that…

    Bajans MUST BE the biggest jackasses who have the power of speech …since the days of Balaam…..


  9. @ Miller
    BL&P shares were worth $50 four years ago when EMERA offered $25.
    Now that all the fat has been trimmed and the reserves built up at the expense of old shareholders have been repatriated to Ottawa, Bushie wonders about the current REAL share value….

    Looks more like EMERA is looking to purchase the rights to ‘do as they like’ without having the external scrutiny of people like the NIS and the other shareholders at AGMs etc.
    No doubt everything of value will then find its way up North…. 🙂
    …while we sit here and await that coming storm ..that will signal they cue to dump the then BL&P liability like a hot potato….. They must have read the Almond plot…..

  10. Lawrence James Bauer, CFA Avatar
    Lawrence James Bauer, CFA

    What is the deadline for accepting the SLU $6.20 offer? How can a US shareholder accomplish this if there’s almost no time left?

    Is Ansa McAl making a higher bid? Going to court to find out if the secret $10 put is valid — and getting an injunction until the court can decide such a matter?


  11. The SLU increase was reported on the news only this evening, so there is time to wait for ANSA’s response and decide which offer to accept before the extended deadline that accompanies any change in offer.


  12. In a related matter which challenges the management acumen at the NIS:

    NIS CLOG – A MASSIVE BACKLOG of about 20 000 claims at the National Insurance Scheme (NIS) is creating a major headache for officials. In fact, so serious is the problem that members of the board of the NIS met in special session with management last Wednesday evening to examine the situation and to come up with a concrete approach that would see “at least the oldest claims being identified and processed as priority”. One highly placed source said the situation had created such a strain that some board members had been threatening to resign if action was not taken to remedy the situation. The board recommended “extraordinary measures” to ease the situation at a special board meeting in August. Prior to Wednesday’s meeting, the source told the DAILY NATION, it looked like there could have been as many as 35 000 outstanding claims.


  13. @ David
    In a related matter which challenges the management acumen at the NIS:
    ++++++++++++++++++++++++++++++++++++++++++++++++++++
    Before you can make such claims Boss…, don’t you have to FIRST establish the existence of ‘management acumen’, ANY kind of ‘acumen’; and indeed any kind of ‘management’ at the NIS….?

    …at ANY level?


  14. @Bush Tea

    Do you recall the dot maps as children we enjoyed completing? (Nowadays it is video games.) We have to continue to connect the dots for those who cannot see because of ignorance or wearing blinkers.


  15. $4.00 SLU
    $5.20 ANSA
    $5.60 SLU
    $6.00 ANSA
    $6.20 SLU

    ANSA, SLU, we would like to end this before yearend. Please made a decisive move and get on with your business.


  16. @Afree

    What about the poison pill?


  17. ANSA apparently still plans to address it – possibly after the bidding is over.


  18. Mash up and import. wrasse wholes

    “Yesterday, a new company, Hard Rock Cement, took possession of 20 000 tonnes of blended, hydraulic cement, imported from Portugal,”

    http://www.nationnews.com/nationnews/news/74565/hard-ball#sthash.clGCgqWZ.dpuf


  19. http://www.nationnews.com/nationnews/news/74576/shareholders-join-ansa-mcal-shareholder-oppression-suit

    Shareholders join ANSA McAL in shareholder oppression suit

    PR,

    Added 17 November 2015

    ansa-mcal-logo

     

    ANSA McAL (Barbados) Limited will be appealing the Courts’ decision last Friday to lift the injunction that blocked trading of shares and bidding for control of Banks Holdings Limited.

    Related articles

    President and CEO of ANSA McAL (Barbados) Limited, Nicholas Mouttet announced today that the company will be joined by several other BHL shareholders who intend to bring a class action suit against  BHL with a view to getting the “$10 put option” clause removed from the BHL/SLU agreement.

    Most of the BHL shareholders who intend to join with ANSA McAL in the class action suit have shareholding over 100 000 shares.  Mouttet also called on all other BHL shareholders who feel aggrieved to join in the class action suit.

    The law suit will contest the validity of the “put option” clause, challenge its legality and seek to establish that it is indeed disadvantageous to all shareholders other than SLU/ AmBev.  A major concern of the litigants is that the $10 “put option” was inserted into the BHL/SLU agreement without shareholder permission and therefore may be unenforceable.   ANSA McAL and the other shareholders are in agreement that they are fighting for a fair and level playing field to ensure that shareholders can get maximum value for their shares.

    Mouttet drew attention to the fact that the BHL Directors’ Circular of 28/10/2015 that stated should this clause  be invoked by AMBEV,  it could have serious financial consequences, if anyone other than AMBEV acquires 25 per cent or more shares of BHL.

    The litigants also intend to make the point that the actions of the directors negatively impact all shareholders and the image and reputation of the private sector and of Barbados.  (PR)

  20. Lawrence James Bauer, CFA Avatar
    Lawrence James Bauer, CFA

    What are the deadlines now for the 2 competing bids for BHL?


  21. Off topic, but interesting

    http://www.nationnews.com/nationnews/news/74594/usd240m-loan-sam-lord

    “$240m loan for Sam Lord’s
    WILLCOMM,
    Added 18 November 2015

    GOVERNMENT IS BORROWING $240 million from the Export-Import Bank of China to help fund the redevelopment of the 450-room Sam Lord’s Castle in St Philip.

    The money, which would finance 85 per cent of the project, would be on-lent to the Barbados Tourism Investment Inc.
    In laying the resolution before the House of Assembly last night, Minister of Finance Chris Sinckler said it was not possible for most developed countries to secure a loan with such favourable terms, including an annual interest rate of 2.5 per cent.

    Not even the former Barbados Labour Party administration, he said, was able to secure such conditions”

    Apparently Happy Days Are Here Again.

    Thanks to the superior negotiating skills of the Democratic Labour Party administration, junk rated Barbados is able to borrow a quarter of a billion dollars on terms not available to most developed countries – at 2.5%.

    From China – to pay China for a project to be built by China, using labour and materials from China.

    How else would China get paid if it does not lend Government the money?

    At least the Trinis, Brazilians etc are using their own money to take over Barbados.


  22. DD
    The devil resides in the details.I loathe Sinckler and his ratty cohorts in the dlp.This JA thinks he is speaking/addressing the party faithful.Just now chinese will open shops on Broad St,Swan St, and Sheraton like they did in T’dad and Guyana


  23. @ Due Diligence,

    !973 or therabouts Barbados borrowed money from Canada to build GAIA which was

    designed and engineered by Canadian Architects and Engineers and built using some materials.

    imported from Canada.

    There were even some French Canadian carpenters working on the project.


  24. @ Gabriel, Chinese are not known to cause problems. Ask Moneybrain? lol


  25. Hants
    They own Air Canada, some major ports in the USA and own trillions of US bonds


  26. Gabriel

    I am not concerned with the Swan Street, Broad Street, Sheraton shopkeepers.

    It is the “Deepening Relationship” which PM Stuart spoke about in October 2013 comments at:

    http://www.barbadostoday.bb/2013/09/20/everlasting-friendship-pm-says-barbados-relationship-with-china-will-continue-to-deepen/

    “Over the past 36 years, Barbados and China have enjoyed a rich and ever growing relationship. People to people exchanges between Barbados and the People’s Republic of China have been growing and I am sure I am correct in saying that every Prime Minister of Barbados, with the exception of the late Right Excellent Errol Walton Barrow, has paid a state visit to the People’s Republic of China.

    “And, that should indicate the esteem in which the People’s Republic of China hold Barbados, but also the esteem in which Barbados holds the People’s Republic of China,” he told his audience which included Governor General Sir Elliott Belgrave and Lady Belgrave, as well as Chief Justice Sir Marston Gibson.

    China’s Ambassador to Barbados, Xu Hong, also spoke about the strong friendship, noting that it dated back to the establishment of diplomatic ties on May 30, 1977. He said the bilateral economic and trade relations had developed rapidly and cooperation in other areas had been fruitful.

    “China has provided Barbados with assistance within its capacity and Barbados rendered strong support to China in many areas. It can be said that Barbados has long been an invaluable friend of China,” he stressed.”

    Strong support to China? And what would that be?

    Interesting video of Orville Schell – https://en.wikipedia.org/wiki/Orville_Schell

    Deepen relationship ? According to Schell – “They (Chinese) will now be reckoned with on their own terms – not ours (USA).”

    And Sinkler would have us believe the DLP administration was able to negotiate the terms on which it is borrowing $240 million from China.

    Soon Bajans will be celebrating Cwop Ova.


  27. If wunna lucky the Chinese will build an Island on Long shoal.


  28. @Gabriel November 18, 2015 at 3:47 PM #

    “Hants
    They own Air Canada, some major ports in the USA and own trillions of US bonds”

    Please clarify “They own Air Canada”.

    See:

    http://www.aircanada.com/en/about/investor/share.html#faq:0-1-*

    “Currently, the Air Canada Public Participation Act (ACPPA) limits ownership of Air Canada’s voting interests by non-residents of Canada to a maximum of 25%. The Canada Transportation Act (CTA) also requires that Canadians own and control at least 75% of the voting interests of licensed Canadian carriers. Accordingly, Air Canada’s articles contain restrictions to ensure that it remains “Canadian” as defined under the CTA. The restrictions provide that non-Canadians can only hold variable voting shares of Air Canada, that such variable voting shares will not carry more than 25% (or any higher percentage that the Governor in Council may by regulation specify) of the aggregate votes attached to all issued and outstanding voting shares and that the total number of votes cast by the holders of such variable voting shares at any meeting of shareholders will not exceed 25% (or any such higher percentage) of the votes that may be cast at such meeting.

    The Government of Canada’s Bill C-10, the Budget Implementation Act 2009, contains provisions whereby the restrictions on voting securities in the ACPPA would be repealed and the CTA would be amended to provide the Governor in Council with flexibility to increase the foreign ownership limit from the existing 25% level to a maximum of 49%. These provisions will come into force on a date to be fixed by order of the Governor in Council made on the recommendation of the Minister of Finance, in the case of the ACPPA, and on the recommendation of the Minister of Transport in the case of the CTA.”

    DD is no financial analyst, but thinks that means all non-residents may own a maximum of 25% of Air Canada,


  29. ANSA, do what you need to do to preserve your rights and let the process continue.


  30. http://www.bse.com.bb/news/news
    Tuesday, November 17, 2015
    Put-through – The Barbados Stock Exchange Inc. wishes to advise that the put-through transaction of 2,268 shares in Banks Holdings Limited at $8.00, to be conducted by CIBC FirstCaribbean Trust and Merchant Bank Limited, scheduled to take place on November 9th, 2015 will now take place on November 20th, 2015.


  31. Here are a couple of comments from the Nation story I posted in my comment at November 18, 2015 at 2:09 PM, which I think are worthy of BU

    http://www.nationnews.com/nationnews/news/74594/usd240m-loan-sam-lord

    Calypsocalover . •
    If Mr Sinclair, you are going to make this a political issue, then the previous administration did not run the country down to such a bad state and was never is such dire need to have to come here and boast about getting low interest loans. But you had better beware the lender…they left you with an A credit rating.., you now have it in junk bond status. so shut your mouth.

    

KiKee •
    
The Ministry of Finance got such ‘favourable terms’ because the Chinese know that the loan can not be paid back. In fact, China will OWN at least 85% of Sam Lord’s – which gives them the majority – and they will tell you what to do and how to run it. It’s been done before …


  32. It just keeps getting better.

    Remember people lining up at Sinkler’s office door to lend money

    See this at:

    http://www.barbadosadvocate.com/newsitem.asp?more=local&NewsID=46691

    ……..“Turning his attention specifically to the Sam Lord’s Castle Project, the Finance Minister revealed that while a number of people came to Government showing an interest in financing the venture, the vast majority were not financing options that Government could wisely engage in, given the current economic situation and what they wanted to achieve.”………

    …….”His comments came as he referred to the terms and conditions of the loan being facilitated by the Export-Import Bank of China. In particular, Sinckler spoke of to the rate of interest, which stands at 2.5 per cent per annum”…….

    ………“Under even normal conditions, Mr. Speaker Sir, when times are good, even in the 14 years when the Barbados Labour Party was in office and they benefited from the boom in the global economy, not even then there are very few funders in the world, other than the institutional people of the IDB and the World Bank that would lend a developing country the size of Barbados, and with the issues that Barbados might have, financing at a rate of two anything, he added.” ……….


  33. ANSA has raised the offer to $7.00.


  34. The disturbing thing about this is that the BHL directors were willing to hold their tongues and let the shareholders accept $4.

  35. NorthernObserver Avatar

    This is now entering the twilight zone. Ansa must be planning to “stiff” the put option?The closer the price gets to $10 the less value that option has.
    And if you are a Massy shareholder? Yikes. That’s a $40million shortfall now. You do not need an MBA from Harvard like Massy CEO Warner to appreciate you have been fcuked.


  36. I was surprised to hear on Monday last that shares of over 355,000 were traded at the going offer of $6.20 To think that a bidding war has developed over the company,why wouldn’t one await a likely counter offer before opting to cash in existing stock.Turns out to be a significant loss with the new offer of $7.00 and there is every likelihood of $10.00 being on the table before the end on this month.


  37. Many people especially their own shareholders must be eager to see what Sagicor and Banks in Guyana will do with their 6.7% each.

  38. millertheanunnaki Avatar
    millertheanunnaki

    @ Atrue Freeman November 21, 2015 at 1:38 AM

    While you guys are here arguing (sometimes quibbling) over a matter that affects very few your blindingly obvious silence is noted regarding the pending disposal of the NIS remaining shares in BL&P (now Emera Holdings).

    What financial reasons can be proffered by the directors of the NIB ( shareholders’ representatives) to justify their decision to liquidate the investment in such a economically strategic national asset belonging to the contributors, the real shareholders in that Scheme?

    Can’t a class action suit be brought against these sell-out schemers for reneging on their fiduciary responsibilities?

    Where does this leave the remaining “small” shareholders who do not want to sell (but who will now be ‘forced’ to sell) and who do not want to see the only power utility ending 100% in foreign-owned hands. Is that what 49 years of Independence means? Is this something worth celebrating?

    Walter Blackman, where you when needed most?


  39. @ Miller
    As Man!!! …. WELL SAID…
    You have Bushie’s FULL respect today.

    Shiite man…. even if you go on later to talk shiite about privatisation (today), Bushie will NOT be whacking you…. 🙂


  40. When we see what is happening to the share value of BHL because a few questions were raised (largely here on BU ….and mostly by a certain TRUE FREE MAN), one wonders what would have happened if SIMILAR questions were raised when Mcconney and his clan decided to sell off BL&P to EMERA.

    It CANNOT be lost even to Stinkliar that WITHOUT ANY PRESSURE, the Canadians are now FREELY offering an additional 33% to remaining shareholders.

    Are they such kind hearted examples of humanity?
    Does Santa Clause come from Nova Scotia?

    ….or is it that after 4 years they have been so OVERWHELMED with the ‘killing’ that they have made, that they NEED to get their hands of ALL of the pie?

    If this whole BL&P / EMERA matter was to be explored in the way that BHL have been, perhaps we will find that BL&P shares are worth MUCH MORE … even than EMERA shares which are near to $100 per share.

    Which OTHER EMERA entity has generated MORE profits than BL&P in the last four years?

    Is the NIS REALLY going to sell these shares at the first nominal offering that it gets?

    Wonder what Doctor Robinson has to say about this….?


  41. @Bushie

    There is the observation to make as well that EMERA from the utterances of the CEO appears to be committed to solar and clean energy. One wonders how their plan aligns with government’s green energy program.


  42. @ David
    Don’t mind EMERA
    The only people who talk more shiite than government poppets are these international bandits who go around the world preying on witless brass bowls…
    What committed to what solar what…?!!

    Before Bizzy threatened to make them redundant and turn their generating plant into stranded assets with solar and wind, EMERA was busy telling us how expensive and uncompetitive AE was… (and this was when oil was at $100).

    AFTER Bizzy ACTUALLY started putting solar panels on every shiite that was pointed upwards, and AFTER all kinds of LOCAL solar companies started to spring into action, EMERA suddenly realised that Alt Energy made sense in Barbados (and they figured this out when oil is now $50) …and they building a solar plant to take up the available capacity (so that LOCALS will be excluded from this growth area…)

    Now they want to own 100% of the regional company (for the same reason)

    Bushie can’t wait to see how Jeff C will approach this PRESUMPTION that the monopolistic approach that applied to the OLD philosophy of centralised generation from fossil fuels can be carried forward to the NEW ERA of clean DISTRIBUTED generation from solar and wind.

    Anything is possible in “brass bowl land”….

    BTW
    Have you noted, David. that no one bats an eyelid at the FACT that NON-CANADIANS CANNOT (by law) own more than 25% of Canadian assets like Air Canada, ….but that PRIVATE Canadian companies can own 100% in banks, utilities and other CRITICAL infrastructural assets in other sovereign ‘cuntries’ like Brassbados…?
    …and that OUR government controlled NIS seem to be leading the way in this sellout…?


  43. millertheanunnaki November 22, 2015 at 7:37 AM #

    The proposal offers an option for investment in the Emera parent company and, at this stage, such an option represents a more attractive version of maintaining an investment in what was LPH. We do not know if the NIS is able and willing to maintain its proportionate interest in LPH. To do so, the NIS would have to keep pace with Emera and continually find capital to fund expansion in proportion to its current interest. Even then, the underlying assets would be changing from being solely in Barbados. The result is that NIS would have the same or reduced ownership in a more diversified investment (of presumably regional power companies). An investment in the parent company also has this result with a more recognized company. The NIS may decide to cash out the investment or a portion thereof if it has another more attractive investment option. Regardless, LPH as we knew it is no more.

    The important thing for the NIS is to ensure that it maximises the value of its remaining LPH investment. At the time of the takeover, LPH was valued between $25+ to $33+ and Emera offered and paid $25+. Emera is now offering $33+ for the remaining shares after several years. (The initial offer for BHL was $4 and the current offer is $7.) Unlike BHL, LPH was/is a monopoly providing an essential service. I am sure that Dr. Robinson and the other NIS directors have more experience in these matters now.


  44. The key considerations for the NIS is ROI and DIVERSIFICATION.

    On 22 November 2015 at 13:39, Barbados Underground wrote:

    >

The blogmaster invites you to join and add value to the discussion.

Trending

Discover more from Barbados Underground

Subscribe now to keep reading and get access to the full archive.

Continue reading