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Banks DIH: Corporate Heist

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Submitted by Chefleur

Nowhere in the world can a new company be registered and go public at the same time or within a short while.That seemed to have happened here in Guyana with this Banks D’aguair Industries  Holdings Limited and the Holdings Inc. (BDIHHI).  My daughter and I are shareholders in BDIH Limited and received correspondence.  We did not receive an invitation to the Special General Meeting last year. However, I recently received a Share certificate and a letter instructing me to sign the last page as receipt of the certificate and return to Banks DIHHI.  It was the first I was hearing of the Takeover. 

Relevant link – https://www.nytimes.com/2024/09/04/business/dealbook/nordstrom-retailer-private.html

When Banks Brewery began way back they had to use their OWN money as capital, grow the business then float the Shares. Last year, unknown to me and many other overseas shareholders there was a Special General Meeting (SGM) – by Court Order dated May 4th 2024- convened to create a new Holding company.

The Agenda:

1. To consider and if thought fit approve (with or without modifications) the Scheme of Arrangements as set out in the Court document marked ‘A’.

The Scheme of Arrangements:

Between Banks DIH Limited and the Shareholders where Banks DIH Limited is to issue and allot $1.4 billion ordinary shares at $1 each.

The new Holding company is authorized to issue $1.4 billion shares at $1.  In Schedule 2 (there is no Schedule 1) The company laboured that the justification for this (top heavy) structure, the rationale as per their mandate to the Court is: greater efficiency of the new Board which would result in increased growth, increased profitability and the Directors can focus on these and strategy.  Yet the very booklet states that the Directors of the old and new Holding companies are the same.  So where is the Trick? 

The DIRECTORS OF THE new HOLDING COMPANY ARE THE SAME AS THOSE in the old HOLDING COMPANY (Banks DIH Limited)

There is no mention of how/by what percentage growth is projected. There is no mention that the Breweries and restaurants and hotel would be privatized as part of THE DEAL 

So what is the real rationale for this move? The same personnel occupying dual office. Dual pay. at shareholders’ expense.

Essentially, out of all this smoke screen the lucrative subsidiaries under the old company (Banks DIH Limited) which achieved prominence and profitability by shareholders’ investment’ are channeled from the portfolio of the new Holding Company into ownership of a select few (re-privatization of Banks DIH Limited) in exchange for pieces of paper.

For a few pieces of paper, costing just the paper and ink, The Directors of Banks DIH Limited took away viability from its longstanding Shareholders. The Board members of Banks DIH Limited reclaimed the old company by a Hostile Takeover without spending a real cent.

Brilliant.

I met with the Company Secretary on Tuesday, November 12, 2024, and informed her that I was not notified of this meeting. She blushed and say everyone was sent the information you just didn’t get yours.  I informed her that I got all the others including the new share certificate and the letter.  I got no response to that but a coy smile. 

1.    Ms Kyte-Williams was at pains to convince me that the personnel are competent an educated to operate at both Boards. when I raised the issue of the indication that the new Board is to concentrate on strategy, synergy and growth and relieve the old Board to concentrate on “core business activities” and “to spin off certain business activities to subsidiaries“, whatever that means. Yet the Board members are the same.

She misses the point. The management of Banks DIH Limited was always competent and capable and educated. That’s exactly my point. There is no need for the new Holding Company. Except, except, except to mislead unsuspecting, unlearned, inattentive shareholders that by being a Holding company for the old company which is a holding company for Citizens Bank and this white elephant, they (Shareholders) are still owners of all that Banks DIH Limited owns. 

2.    Sirs, the Flow Chart of the new structure as presented to the Shareholders of the Special General Meeting is misleading.

The Company Secretary failed to rationally explain the rationale as per intregity and transparency. Banks DIH just woke one morning and decided to go private and hey presto?  The Flow of the Chart depicts/tells the story that the new Holding company is an umbrella for all that is under it. Nothing is  there to show that we are no longer shareholders of Banks DIH Limited; the Breweries and hotel and restaurants. 

3.    Next, the Caribanks Shipping Co Limited which was reported DORMANT in the SGM disappeared under the new structure. When asked where the money went the Company Secretary told me she is not the Accountant. I take that. But it is not mentioned anywhere in this Booklet of the SGM relating to the new structure.

4. Nowhere is there listed any consequence to the new structure. There is no mention of the breweries and original subsidiaries of Banks DIH Limited not being a part of the portfolio the new company is holding for the public.

5.  I pointed out that what the new structure is was that a Holding company is holding another Holding company.  Ms Kyte-Williams told me that a company can choose to have any name.  Essentially she is telling me that the word Holding in the old company was merely a name.  Researching the history of Banks DIH Limited (and I did for my course in Financial Management at Cave Hill) it states …“.In 1966 D’Aguiar Bros. (D.I.H.) was floated as a public company, and it was merged with Banks Breweries in 1969 to form the present Banks DIH Ltd.”  DIH meaning D’aguiar Ice House then. The name Banks DIH Limited now; D’aguiar’s Industries & Holdings as is stated on their current signboard at the Rotunda is a Holding company  

6.  When asked how the company is swaping shares as a public company when they are not registered as a public company on the Stock Exchange the Company Secretary told me that they have to have 50 shareholders first before they can be approved by the Guyana Securities Exchange and become listed on the Stock Exchange.  I informed her that these two entities have concerns with the whole affairs and asked what is there to say this new company would ever be approved for public trading. I got no response.

There is no explanation in numbers/figures/dollars how by just being a Holding company for the old Holding Company, this BDIHHI can realize this increased profitability (mere words) there are no percentages or dollars forecast to show a projected profitability as they promised the attendees at the SGM.  There is no rational reason that benefits the shareholders for this change.  Banks DIH Limited was not transparent.  They did not send to All overseas Shareholders.

The Board of Banks DIH Limited was not transparent in their dealings and presentation to ALL of their shareholders.  This current structure and Holding Company SHOULD NOT BE APPROVED FOR PUBLIC COMPANY STATUS.  

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13 responses to “Banks DIH: Corporate Heist”

  1. Pachamama Avatar
    Pachamama

    The thesis statement on which this article is based is an outright falsehood!

    For it is entirely possible for a new public company to be registered and go public at the very same time or within a little while later.

    Indeed, there are other massive errors within the other variables contained in this thesis above.

    One, there is very often the separation of the processes of establishing a public entity, as maybe proposed, and an operating company which owns assets and brings value to the public entity.

    Meaning for example, and in the case of a reverse merger at the time of doing the IPO, or initial public offering, the public company, as a shell, could acquire immediately the assets of the established operating entity, through its reverse merger into the public shell.

    And we may go on and on to adumbrate the fallacious nature of the writer’s thesis statement. However, we won’t bore you.

    The writer’s ignorance of trying to make what ever kind of arguments he/she wanted to approach disqualifies sensible people from reading past the first three lines.

    At some point the man in charge here on BU will have to consider the extent to which misinformation is tolerable.

  2. NorthernObserver Avatar
    NorthernObserver

    My compliments to @Pacha for at least reading three lines, for by his own admission, can omit this part of the thread process. Yet he is correct.
    Unsure all of what was included in the Cave Hill course referenced, but by definition “a hostile takeover is when a company or individual takes control of a target company without the consent of its management or board of directors. The acquirer bypasses the company’s management and negotiates directly with the shareholders.”
    Clearly that didn’t occur. It was very friendly? In fact, the Court would have satisfied itself, that a large enough block(s) to satisfy Stock Exchange requirements existed.
    It is hostile, or perceived that way by minority shareholders, who get omitted, for they don’t matter. They cannot out vote the block(s) forcing the issue.
    No different to C&W. And unlike BHL, were a secondary bidder, Ansa, emerged to boost the price; here one is stuck with inefficiencies of small regional trading platforms.
    The woe of minority shareholders everywhere.

  3. David Avatar
    David

    Oh yes, the hazards of a minority shareholder in a public company. There are many.

    #caveatemptor

  4. William Skinner Avatar
    William Skinner

    @ David
    Many moons ago , we were informed that some of the most successful businesses offered shares but it was a well guarded secret. This is long before we even dreamt of any Barbados Stock Exchange. Although Sagicor ( Barbados Mutual) was eventually exposed for its non-transparency toward some of its shareholders, that episode only scratched the surface of the questionable actions of many corporate entities.
    Also many moons ago, we learnt that some car dealerships offered car loans to a select group of citizens. This was decades before what’s happening today.
    As we say : you had to be in the know to know. Unfortunately we refuse to believe these activities because we might not have read anything in the press or hear it from some other media.
    As Elombe Mottley used to say : he who controls the information has the power. We are still oblivious to what goes on in our country.

  5. David Avatar
    David

    @William

    In a capitalist system we have to be aware of the rules of engagement. Minority shareholders may band together if the opportunity permits to grow influence and a voice at AGMs BUT when the dust settles those with controlling interest get their way.

  6. David Avatar
    David

    In Barbados we have what the blogmaster use to refer to as the ‘cattlewash’ factor. People sitting on patios drinking whiskey and grilling steaks discussing how to leverage, exploit or game the system- take your pick. In is something the majority minority struggle with here.

  7. NorthernObserver Avatar
    NorthernObserver

    @WS
    Just a few months ago, while amazed it could take CAIPO 6+ months to process the most basic of transactions, you even have to pay first!!, a local professional told me “Buhbaydus en got no process, you have to know somebody” and then “some people need remembering at certain times of the year”, or “I en getting one shite done”.
    The Banks can be equally inaccessible, even if you are a customer. It is as if they are doing you a favour by completing basic tasks.
    Then another person said, you still using CAIPO, we went to St.Lucia long ago.
    That seems to be the trick, for St.Lucia’s corporate registry et al actually work.
    All hands on deck, but still service so slow and inefficient, one is begged to ask, “I wonder what it might be like without all hands on deck”?

    The minority shareholder issues exist broadly. Even @John arguments relate to a case where a single minority holder, had the power to upend the majority. Those types of inclusionary clauses are rare. Majority ownership rules.

  8. 555dubstreet Avatar
    555dubstreet

    “In Barbados we have what the blogmaster use to refer to as the ‘cattlewash’ factor. People sitting on patios drinking..”

    In London we have what the dreads in their hearts refer to as the ‘inner fire’ factor.
    People dancing in the Jah Shaka sessions smoking..

    .. to raise the temperatures in their bodies to withhold the extreme temperatures of cold winters

    .. for your physical body
    it raises the fire elements which improves your metabolism
    it improves your ambition
    and it works on detoxing your body by circulating your blood better
    and on the pranic body level which some of you are aware of, it works on making your aura stronger, your electromagnetic spectrum from around your stronger which makes you more charismatic.
    The lower level desires are wiped out and you start to experience your life at a higher level.
    Higher level of ambition
    Higher level of thoughts
    and higher level quality of your life

    Now lets go to the practice of Share Investments for Beginners..

    The first shares sold in City of London were to sponsor the slave trade.
    Coffee shops in the shitty city of iniquity had traders selling shares for Royalty’s Corporations to send slave ships on missions to capture African men woman and children to work the plantations in Americas.
    We call it infamy.

    3.1 million Africans
    Britain was the most dominant is Wickedness between 1640 and 1807 and it is estimated that Britain transported 3.1 million Africans (of whom 2.7 million arrived) to the British colonies in the Caribbean, North and South America and to other countries.

    But don’t forget the Slave Stock were bred like Farm Animals for 20 generations.
    Young girls becoming woman around 14 were forced to breed up to 15 children.

    Jah Shaka 12″ Singles
    Recommended Listening:
    Revelation 18
    Revelation Dub
    Marshall
    Warrior Style
    Warriors
    Right Fight

  9. William Skinner Avatar
    William Skinner

    @ David, @ Northern Observer
    The “Cattlewash” cartel remains intact. There seems to be a tremendous amount of money made in not getting things done. Some make money out of dysfunctional practices.
    Example : lawyers taking decades to settle estates.

  10. David Avatar
    David

    @William

    Flipping real estate is probably bigger supporting by ‘owning’ black politicians.

  11. Hants Avatar
    Hants

    More imports.

    https://barbadostoday.bb/2024/12/18/abeds-opens-new-store-in-st-thomas/

  12. Terence M Blackett Avatar
    Terence M Blackett

    BRACED 4 THE NEW YEAR? FOR IN 2025, THE ALMIGHTY CRASH IS COMING!!! IF YOU THOUGHT 2007/8 WAS BAD WITH SPINELESS FOLKS JUMPING FROM SKYSCRAPER WINDOWS HAVING LOST THEIR UNDERPANTS – #StayTuned FOR WHAT THE LAMESTREAM MEDIA IS NOT REPORTING ON (#Yet)

    A few days before leaving for our trip to the Caribbean – #TheMotleyFool posited a piece entitled: “IS THE STOCK MARKET SET FOR A CRASH IN 2025”???

    https://www.fool.co.uk/2024/11/25/is-the-stock-market-set-for-a-crash-in-2025/

    It was interesting reading…

    Trump takes office (OFFICIALLY) in “30 DAYZ” & the “DEEP STATE” has a major plan afoot to “COMPLETELY DERAIL” & “BLINDSIDE” his next tenure in office – to the point where those in the know are saying that he may have to stay on until 2028, based on the clause in the 22 Amendment of the Constitution that allows for only “TWO TERMS” – (could possibly be challenged & “OVERTURNED)!!!

    Meanwhile, “MARKET SEISMOLOGY” based on “MANUFACTURED MONETARY CLIMATE CHANGE” is about to wreak havoc on #AmeriKKKa – pushing the world economy into the “DOLDRUMS” – tanking hopes, dreams & fears – as everything “PLUNGES” down into “HELL” in a pan-cart!!!

    I continue 2 argue that there can be “NO RESET” without a “MAJOR UPSET” & as I forecasted at the beginning of 2024, how “BITCOIN” will reach $100,000 per coin by the New Year, to be followed by an “ALMIGHTY CRASH” – may very well prove to be the only candle in the dark room, as men lose their minds because of what is about 2 unfold!!!

    #StayTuned

  13. Cherfleur Avatar
    Cherfleur

    @Pachanama
    Banks DIH didn’t market price to acquire hose shares.
    There is an active Securities Exchange here and any firm acting with ethics is supposed to go that route. The Securities Exchange was blindsided by the court order.
    that was indeed a Heist. The few shareholders who attended that SGM couldn’t have been the brains of the shareholders.

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