"OPEN LETTER" to the Fair Trading Commission on the Proposed Sale/Merger of BNTCL

Submitted by David Comissiong, President,Clement Payne Chambers







25 January 2017

Ms Sandra Sealy

Chief Executive Officer

Fair Trading Commission

Green Hill

St. Michael

Dear Madam

Re: Proposed Sale of the Barbados National Terminal Company Limited and its proposed merger with the SOL Group of companies

I write this “Open Letter” to you as a Citizen and taxpayer of Barbados, and also in my capacity as President of the Clement Payne Movement of Barbados.

Over the past fortnight I have been approached by many individual citizens and residents of Barbados, and – in a more organized manner – by members of the Barbados Integrity Movement (BIM), expressing great concern about the proposed sale of the Barbados National Terminal Company Ltd (BNTCL), and its proposed merger with the Kyffin Simpson-owned SOL Group of companies. (I would also like to note for the  record that the BIM provided me with much valuable information about the proposed sale/merger.)

As you are aware, the statutory agency that you lead – the Fair Trading Commission – was established by the Government of Barbados in the year 2002, and was given a mandate to promote, maintain and encourage commercial competition in Barbados for the benefit of the Barbadian people. In addition, your agency was mandated to prohibit and prevent the restriction of competition and the abuse by large monopolistic enterprises of any dominant positions that they may acquire in any particular area of trade or commerce in our country.

It is also important to note that the other statutory agency with which we are concerned here – the Barbados National Terminal Company Ltd (BNTCL) – was established a mere four years earlier (in 1998) on the identical anti-monopoly principles of free and fair competition.

Indeed, the BNTCL was incorporated by the Government of the day following the closure of the Mobil Oil Refinery, and was designed to be a governmental corporation that would manage the storage and distribution of all gasoline, diesel, heavy fuel oil, kerosene, and aviation (jet) fuel imported into Barbados. And, as a governmental entity, BNTCL was required to relate to and service ALL of the private fuel and gasoline retail companies operating in Barbados on a basis of absolute fairness and equality.

Furthermore, the existence of the Government-owned BNTCL definitely benefitted the people of Barbados, in that the rate of return that BNTCL set for itself was a mere one-half of one percent, as against the previous rate of 12 per cent that Mobil charged when it ran the fuel storage facility! Thus, the state-owned BNTCL was not motivated by mere profit-making considerations, and instead set out to ensure that Barbadian consumers got the best prices possible for fuel products.

And so, over the past 18 years Barbados has consciously pursued a distinct state moderated anti-monopoly policy in the fuel distribution and retail sector of our economy, and this policy has worked well for our nation and people.

Now, however, there are signs that the “monster” of  private sector, profit driven, monopoly is rearing its ugly head in this sector of our economy.

At present, the fuel retail market in our country is controlled by a mere two companies – Rubis Caribbean which controls 30 per cent of the market, and the SOL Group which controls a massive 70 per cent of the market.

Now, this level of monopoly or oligopoly is extremely disturbing as it is: but, to make matters worse, we have recently learnt that the present Government – which was reelected to office in 2013 on a distinctly anti-privatisation platform – has entered into an agreement to sell the BNTCL (the company that owns and operates our nation’s only oil terminal) to the Kyffin Simpson-owned SOL Group, and to thereby bring about a “Merger” between the SOL Group of companies and BNTCL.

It is against this background that the Clement Payne Movement now hereby makes an official request that the Fair Trading Commission carry out a comprehensive investigation into this proposed sale of BNTCL to the SOL Group, with a view to exploring all of the possible “anti competition” and monopolistic implications of the said sale.

Indeed, we wish to remind the Fair Trading Commission that under Section 5 (I) (e) (III) of the Fair Competition Act, Chapter 326 C of the Laws of Barbados, the Fair Trading Commission possesses the power (and is bound by a statutory duty) to take such action as it considers necessary to prevent mergers that are detrimental to the principles that the Commission is mandated to uphold.

The Clement Payne Movement has paid very close attention to Section 20 of the Fair Competition Act, and we believe that this section of the Act provides your Commission with an excellent framework for analyzing the relevant facts and for ultimately determining that the incestuous sale of BNTCL to SOL must not be permitted to be consummated.

The relevant portions of Section 20 are as follows :-

(1)  From the commencement of this Act, all mergers by an enterprise that by itself controls not less than 40 percent of any market are prohibited unless permitted by the Commission in accordance with this section.

(Thus, in light of the fact that SOL already controls a massive 70 per cent of the market, a “prima facie” case already exists for prohibiting its merger with BNTCL ! Indeed, the Commission is obligated to begin the process with a preliminary decision in favour of prohibiting the merger – a decision that may only be reversed if there are really compelling reasons to do so!)

(2)  The Commission shall conduct an investigation into the proposed merger in order to satisfy itself that the proposed merger would not affect competition adversely.

(Mr Mauricio Nicholls, the CEO of Rubis Caribbean, has already publicly pointed out that competition will be adversely affected in that Rubis’ business in Barbados is dependent on the operations of the country’s only fuel terminal, and that with the proposed merger the said fuel terminal will be exclusively in the hands of Rubis’ sole competitor. One therefore cannot want any more  direct or compelling evidence of an adverse effect on competition than this!)

(3)  The Commission shall conduct an investigation into whether the proposed merger would be detrimental to consumers.

(SOL is a private sector company that operates on a profit maximizing principle, and that has to answer to its profit-demanding shareholders. No doubt, it will be driven by the desire to recoup the tens of millions of dollars it will have spent on acquiring BNTCL and by the additional desire to make a profit on its investment. Thus, only a purblind idiot would believe that such a sale and merger would not bring in its train  increases in retail fuel prices to the Barbadian consumer!)

(4)  The Commission shall conduct an investigation into whether the proposed merger will be detrimental to the economy.

(In the six years between 2011 and 2017 Rubis Caribbean purchased Chevron Texaco’s Barbados operations; invested an additional US $50 Million in Barbados; increased its number of service stations from 12 to 17; and is in the process of constructing its Caribbean headquarters building in Barbados. But, Mr Mauricio Nicholls, Rubis’ CEO, has publicly warned that if Rubis’ sole competitor – the SOL Group – is given the distinct and unassailable competitive advantage of owning the country’s only fuel terminal, that Rubis will have to reconsider remaining in Barbados. Therefore, the clear answer to the question is:- yes, the proposed merger would be detrimental to the Barbados economy!)

It should also be further noted that none of the factors specified in Section 21 of the Fair Competition Act for permitting a merger apply to this case. These factors are as follows:-

1.  A merger may be permitted if the parties establish that the merger is likely to bring gains in real efficiencies that are greater than the effects of the limitation on competition that are likely to result from the merger.

(It is difficult – if not impossible – to conceive of a more efficient arrangement than the one that exists now, with the state-owned entity fairly and even – handedly servicing all of the private sector retail companies, and at the same time looking out for the consumer by settling for a rate of return that is extremely modest and yet still sizeable enough to enable the enterprise to make a more than reasonable profit for the Government and people of Barbados. Thus, one CANNOT argue that the proposed merger will bring any gains in efficiencies, much less any gains that would be capable of off-setting the obvious ill effects of the limitation on competition that the merger would cause.)

2.  A merger may be permitted if one of the parties to the merger is faced with actual or imminent financial failure, and the merger represents the least anti-competitive alternative uses for the assets of the failing business.

(This is a total non-factor! Not only is SOL one of the richest, most powerful and most stable companies of Barbados, but no less an authority than Sir Frank Alleyne, Government’s former Chief Economic Adviser, has publicly described BNTCL as the “Crown Jewel” of all Government enterprises! Thus, neither one of these profitable and stable companies requires this proposed merger in order to survive!)

It is against this background therefore that we now call upon the Fair Trading Commission to do its duty and to protect Barbados and Barbadians from the spectre of unhealthy monopoly and the unholy restriction or distortion of competition that this proposed sale and merger portends.

We also remind the Fair Trading Commission that it is an INDEPENDENT entity that is governed by its own Act of Parliament, and that it not beholden to any particular Minister of Government or partisan political Administration.

We trust that the professionalism and objectivity of the Fair Trading Commission will shine through all of its dealings with this matter, and that there will be no need for recourse to the ultimate Review role that the Supreme Court of Barbados always reserves for itself in matters of this nature, particularly where duties are imposed and procedures stipulated by an Act of Parliament.

We now look forward to hearing from the Fair Trading Commission as soon as possible.

Yours faithfully





  • The following article highlights the number of CLICO policyholders who have > died since the company closed in Barbados. >

    “Too high a toll, says BIPA Added by Barbados Today on February 8, 2017. Saved under Local News 0 The June Fowler-led Barbados Investors and Policyholder Alliance (BIPA) today warned that it was simply not prepared to give up the fight on behalf of the thousands affected by the collapse of the Trinidad-based CL Financial.

    However, in a press release, BIPA expressed strong concern the heavy loss was weighing down on its membership – in particular families of the more than 200 policyholders who have died since the “scandalous” collapse, which also affected local subsidiaries CLICO and British American Insurance Company Limited (BAICO).

    To add to the indignity of the situation, BIPA said it was still not known if the dependents of those who had died would ever see any of the money “so carefully and trustingly put by for them”.

    “Eight years is eight years too long and as we have said from day one, ‘we want our money back’, especially before any more policyholders through illness, or those already in ‘the departure lounge of life’ pass away,” BIPA added.

    However, it complained that while several of its members had already died, “the perpetrators of this debacle walk around free from accepting or being charged with any culpability for the utter devastation of so many lives for which they are directly responsible”.

    BIPA also acknowledged that the BAICO Judicial Manager had already confirmed a May 31 date for the transfer of all qualifying policies to Sagicor, with payments to policyholders due to follow shortly after that date.

    However, it said no such commitment had been forthcoming on CLICO, with the transfer of those policies to ResLife Limited also yet to be approved by the court.

    Today, the alliance also called on Minister of Finance Chris Sinckler to expedite the necessary parliamentary and other approvals to ensure immediate transfer of their funds as soon as the court approves the agreement. ”

    > > >


  • This group of policyholders and their leadership must be the biggest set of patsies that ever existed. They help us to understand how Blacks remained in slavery for 400 years.

    Try as Bushie might, it is hard to see how a bunch of damned crooks could steal so much money, from so many people, and continue to walk around this shiite country with such impunity eight years on…

    Specifically, it is not possible for Bushie to grasp how a government of black people could so openly cover for these crooks – even to the point of hiding the ill-gotten gains in the damn Central Bank…
    …and how can victims sit so quietly and endure such injustice? while their money is being laundered in medical facilities, car dealerships and other OBVIOUS scams by other parasites….

    …and meanwhile, the robbed policyholders continue to suffer and die…

    It is no wonder that the whole damn country is going to the dogs… for a lack of righteousness
    No morals
    No scruples
    No integrity
    No conscience
    …just open greed, selfishness and nastiness.

    Useless, cursed leadership at all levels –
    the Press,
    The legal fraternity,
    The Central Bank,

    A pox on all wunna stinking asses….This country DESERVES all that it has coming…


  • Feeling you Bushie. This was posted for ac who questioned BU’s comment a couple weeks ago when reference was made to CLICO policyholders who have crossed to the great beyond. Amazingly we have JAS who will continue to put polictics first.



  • Miller,
    You have been saying before 1986 that the Barbados dollar would be devalued; in relation to its par value vs the U.S. dollar. the exchange rate has been two to one. It has been and still is. If the P>M ;says there will be no devaluation, (change in the per) what is so difficult for you to understand/ Why do you want devaluation so much?


  • It is not what the PM says that will determine if the dollar is devalued, it is as the Governor stated in the last economic forum featured above, the ability of the country to defend the reserves.


  • “Feeling you Bushie. This was posted for ac who questioned BU’s comment a couple weeks ago when …”.

    Feeling you Bushie. Does anyone take seriously the invented American ghetto-speak of a decade ago? Barbados gotta ghetto? Where dat ghetto at? Ya feel me?


  • Can always tell when the election year begins the fearmongers come out in droves with the Central bank govt attachment in tow. Very predictable to say the least never mind that the Govenor said things that were positive . stating clearly that the sale of the oil terminal would raise the level of the reserves including other projects that are schedule to start in the year.
    Anyhow the govt and country has had to deal with scaremongering for eight years nothing new here


  • A current commentary on the rounds relating to the Legacy and Expectations of the Demonic Labour Party is

    “Don’t leave your panty on the clothes line overnight cause if the Minister of Edykashun WeJonesing does not tief it, TO WEAR IT, the D.L.P going teif it AND RE-SELL IT”

    In fact, at the rate dem doing tings nowadays, dem reselling them EVEN IF THE PANTIES (and boxers, to be politically correct) are on our as*es!!!


  • It would appear like the Head Boy is not alone in the Peace and Love sign that he is posing with here.

    Here is their side of the greeting – Salve Magister


    Another Anonymice


  • Doesn’t Neil Holder of BIM political party realise the sale is about securing forex? What sale to locals what!



  • Viewers on Barbados UnderGround will note that at 1.03 p.m. a post signed by one Piece Uh De Rock blah blah blah entered the BU space @ https://barbadosunderground.wordpress.com/2017/01/25/open-letter-to-the-fair-trading-commission-on-the-proposed-salemerger-of-bntcl/#comments

    The viewer is to note that oddity and will be able to confirm that, as at this time and date, there is no dual validation of submissions to BU.

    Such served to definitively confirm that you, or anyone pretending to be you, who may have posted under your real name, or false name or pseudonym or Carl Moore’s name CANNOT be legally affirmed to be you.

    This odd submission may, and will, confuse new readers but, TO WHOM IT MAY CONCERN, given the impending battle lines that will be drawn, this will serve to put you “on notice” that we users know of your plans.

    Until such time as the BU management insists on email verifications for bloggers, bloggers on this site are safe, notwithstanding pixel tagging/tracking (and that would be well ****)

    DE ole man submits this dribble as a FYI to bloggers who come to this site and blog.

    Like my fellow blogger the Gazer did for a few submissions, I suggest that the more fervent and patriotic of you, when you post here, use this process, periodically.

    I remain confident that our colleague in Arms tHe Honourable Blogmaster will let us know in the ulikely case where a request is made for specific names and IDs of bloggers either now, under the Fumbles’ administration or Lord Forbid, the Mugabe Regime.


  • @ the Honourable Blogmaster

    Let me see if I understand what you just said when juxtaposed agains what I think is being countered be a patriotic Bajan.

    It is understood that FOREX is needed to bring the country back from the brink of Perdition that we coolaid drinkers aided and abetted (sme of us more than others)

    That is agreed but that is not the point.

    Let me break if down in terms that a former article that you facilitated its prosecution here

    The disproportionate payment of legal fees to one Richard byer for 750K on the Harison Cave matter.

    Now as i recall it a second opinion by another lawyer was sought and that came in at $17,000

    The points here are that

    (a).two bids were sought
    (b).they were not done in secret

    The parallel in this matter is that no such alternatives were entertained in what is an obvious monopoly that, like the LIME monopoly of our recent history ONLY RAPES BAJANS.

    From what I am made to understand from what I am reading from the FTC document and i beg your forgiveness if i am wrong in this, the suggestion is that consideration be given to SOL & to RUBIS to sit at the same table

    from what I am seeing on the B.I.M petition site at https://gopetition.com/petitions/petition-demanding-the-immediate-halt-of-sale-of-barbados-national-terminal-company-limited-by-the-government-of-barbados-to-the-sol-group.html not only are the irregularities of the sale being queried but, BUT two options ar being suggested which are reasonable to any patriot OF WHOM YOU NUMBER GRETEST.

    The counter is that

    (1).OPTION A. The offer price (USD$120 MILLION) made by the SOL group be modified to represent 49% of the BNTCL value and said offer price be made as a share offering to ALL Barbadians, at home, and abroad, (in USD $).

    (2).OPTION B The offer price (USD$120 MILLION) made by the SOL group be equally divided between the SOL Group, RUBIS and the Credit Union Movement ( through whom more than 170,000 Barbadians will have ownership in BNTCL). SOL Group and RUBIS will subscribe, in US Dollar equivalents, and the Credit Union Movement, in Barbados Dollars.

    Both options if i read correctly speak to payments in US Currency BUT I MAY BE WRONG ON THIS and will ask your forgiveness and that of other bloggers if I am

    But what is interesting is that this counter suggest that Bajans OF WHICH BOTH YOU AND I NUMBER barring dual citizenship are being brought to the table as part of the Rape of this country that has been effected by the Demonic Labour party

    Interestingly point 4 that states and i quote “…The SOL Group the price that The SOL Group paid for ALL of BNTCL is USD$120 MILLION

    The petition which is available for all to view states “…(5) Minister of Finance Hon. Chris Sinckler states that the Government was selling the shares for BDS$60 MILLION…”

    Now de ole man ent no sherlock holmes but you ent tink it strange dat US$60 M disappear from Chris Decimal Bond’s calculations?

    Jes like US $180M disappear from Dale Teets Marshalls’ calculations of the VECO Dodds computations when he was in power 8 years ago….

    hmmmmmmm you ent tink dat Dale Teets marshall went to de Garrison wid Chris Decimals Bond do you??? dere seems to be a problem wid numbers

    As an aside dem tell me dat de DLP seeking $100M to run the general election bribes for their re-election campaign you tink dat de ammmmmmm missing US60M got anyting to do wid it???

    YOu tink dat de reason dat dem did not want to include RUBIS is causing ef 3 people involved in de deal de money dat was going to grease de election campaign would have been exposed??

    I only asking you David cause you may know these things…..



    The BU concern stands, credit unions do not earn forex.

    The government owes Sir Kyffin.


  • But the BU Concern is flawed and I shall explain why

    The two issues being discussed are (a) the investment of US Forex being raised and (b) ownership in the 100% shares being raped from the People of Barbados

    The suggestion is that given that the BNTCL makes $80M in profits each year then

    (a).The Sale Price is a sellout and obvious rape like the sale of that hotel for $7.5 million
    (b).That the price be reconsidered as 49% for that US$120M
    (c).That there be an equal allocation between Rubis & Sol and that Bajan Credit Unions, people like me and you be allowed to participate in that largesse (as lonG as we bringing US$ to the table?)

    So the GoB still got 51 percent in that tingy and dat de average Bajan dat we always pun here talking bout empowering get a piece of the action.

    The government ent owe sir Kyffin one dondey it owes the people who elected them and you know what, it owen the people who going ef dem out of office when the general Election Bell rings

    Barring de trick dat Stinkliar and de Attorney General Planning wid de falsification of de Ballot Boxes dat dem getting build and paint by dem peoples even as de ole man speaking

    But of course Mugabe Mottley out dere strategizing pun marches dat you say tek so long to plan and ent seeing whu happening in front we very yes.

    1500 votes in a cunstituency in Adriel Nitwit district, you remember dat??

    Tell Mia to check wid she peoples at de Customs and see de *** of ** dat come in.

    Dem could hide and buy land, (like she does) but dem cant hide and wuk um…



    Is this not a done deal awaiting the blessing of Jeff’s Comissioners?


  • To the degree that the FTC, erstwhile pooch suckers and recipients of Galaxy 7 telephones under the former FTC CEOs and Chairmen Downes and Taitt

    To the degree that even during the BLP administration siad pooch suckism was of such a vacuum that Frank King resigned when Ronald Toppin was in his prone face being sat upon position

    TO the degree that there is a new Sherriff in Town in the body of Jeff Cumberbatch who is noyone’s pooch vacuumer

    I do not believe that this is a done deal

    This is very much in the veing of selling Zone one Land to Del Masturbator to poison us effers while Mia Mugabe Mottley sits in Parliament and says nothing

    So we shall see where there are still men in Barbados who have Iron Balls and will not sell out what is the property of Bajans yet unborn


  • @ David
    You are being provocative, but you are also talking shiite (if a bushman is allowed to whack the owner of the damn lawn 🙂 )
    Only a PARRO sells off valuable assets to raise money for a bellyful or for a drugs fix…well either a parro or a brass bowl female rabbit.

    It has become clear to everyone now that our country (household) is being raided by a bunch of Parro addicts, who are selling off every shiite to pay for their monthly habits.
    After they have sole everything including the very panties off AC donkey … what will we do then?

    ….or are you saying that THEN, is when we should start worrying?

    If we were not an island of retarded brass bowls we would long ago have grabbed those parros by the scruff of their necks and kicked their donkeys into the nearest gully to set up shop and see what they can find to sell from the monkeys…. (like sensible Bajan parents do if in such a position)

    Clearly Froon and Stinkliar are not intelligent enough to see past the wages bill for this month, but our problems will only grow as we allow these idiots to continue to sell our kitchen sink to which-ever albino they can work a deal with…


  • @Bushie

    No offense taken.

    Note the government is on record stating it will NOT go to the IMF. It will NOT devalue. What it means therefore is that the donkeys must find ‘creative’ to generate forex.


  • and now showing at theatres all over Barbados and on every singe Television the Hollywood Block Buster or sorry the Mugabe-vill blockbuster

    Special appearances by the whole troupe of the Demonic Labour Party

    We bajans have to take back what is ours



  • Hallelujah, hallelujah! The FTC has ruled against the SOL sale. Thanks to all the BU bloggers.


  • @bajans

    You give BU way too much credit. Jeff and his team of commissioners likely used an evidence based approach to inform the decision. What BU is curious about is why has the FTC not posted the info on their website yet the Nation newspaper is given time to craft a story out of it.


  • Vincent Haynes


    How true is the story then?


  • @Vincent

    Until it is confirm by the FTC we wait.


  • Jeff Cumberbatch

    What BU is curious about is why has the FTC not posted the info on their website yet the Nation newspaper is given time to craft a story out of it.

    @David, the info is not on the FTC website because there has been no final decision in the matter as reported. What the newspaper probably had access to is a preliminary findings report that had been sent to the parties concerned for their final comments. Obviously, that fell off the back of a truck somewhere on one of the nation’s highways and the reporter ran with it.


  • Thanks Jeff, if time allows there is the opportunity to clarify for the public.


  • Jeff Cumberbatch

    It will be done on the morrow, I feel certain!


  • any one who had read the article with a clear understanding could not have mistaken that there was a 30 day window for Sol to present further evidence
    However the question as to whether Sol took such advantage was not stated but since the FTC has not posted a final resolution one would then belive the matter is still being reviewed in the hands of the FTC
    In my opinion The FTC weighed its first ruling in favour of consumerism with a fear that Sol would become the king of the Hill to the disadvantage of the consumer and free market enterprise system
    If this ruling stands it puts govt in a no win position as to not continue on a more aggressive austerity path in order to pay its bills
    For what it is worth the Unions might think twice before rattling the govt cage because with a govt hands tied behind its back in order to stave off further downgrades the Unions would have given the govt an opportunity to send the workers home albeit against a fiscal background where the oneness of govt was that of getting revenue from the sale of BNTCL to pay debt some of which is part civil servant wages,


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