BHL Injunction stands for one more day
The temporary injunction to block the sale of Banks Holdings Limited (BHL) will remain for at least one more day as the battle over Banks continues. The hearing into the matter, which has pitted the Trinidad and Tobago conglomerate ANSA McAL Limited against Brazilian beverages giant Ambev, will continue tomorrow morning following a near four-hour, high profile, in camera court hearing this afternoon at the Supreme Court.
The injunction brought by ANSA McAL has temporary blocked the sale of BHL.
Just before 7 p.m. several high-powered attorneys – including at least six Queens Counsels (QC) – representing both sides emerged from Court 1 and hastily exited the Whitepark Road building.
In a brief comment, attorney for ANSA McAL Limited Pat Cheltenham, QC, told members of the media the hearing would resume at 9:30 a.m. tomorrow and the injunction would remain until then.
When questioned on how proceedings had unfolded, he would only reveal that Trinidadian senior counsel Reginald Armour had made a three-hour submission on behalf of ANSA McAL Limited and attorneys from BHL would have their day tomorrow.
“The matter will resume tomorrow at 9:30 a.m. and the injunction has been extended for one day,” Cheltenham disclosed.
“I wouldn’t tell you about the arguments because clearly that would be breaching the confidence of the court and the conditions under which the matter was heard. All I can say is that submissions today were made by Reginald Armour, Senior Counsel from Trinidad.”
Attorney for BHL Barry Gale, QC, left without commenting.
Among those in attendance at today’s hearing were QCs Sir Henry Forde, Garth Patterson, Roger Forde and Dale Marshall, along with several other lawyers.
Chief Executive Officer of BHL Richard Cozier and Interim chairman of BHL’s Special Committee Chris DeCaires were also present.
The regulatory Financial Services Commission was also represented by its CEO Randy Graham.
Chief Justice Sir Marston Gibson, who initially granted the interim injunction until November 11, is hearing the matter.
The court’s restraining order states that BHL is not allowed to act on two of the provisions of the Convertible Debt Purchase Agreement dated June 24, 2010 which was made between BHL, Latin Capital Fund 1, LP and SLU Beverages Ltd.
The injunction also ordered that “all bidding and other activities . . . related to the pending offer and take-over bids submitted by the bidding parties shall forthwith cease; and . . . the bidding parties shall be and are hereby restrained from taking up and paying for any shares that may have been tendered to their respective bids and not previously withdrawn”.
BHL has been warned by the court that if it disobeys the order, “you and any of your directors may be held to be in contempt of court and may be imprisoned, fined or have your assets seized.”
Ambev, through its subsidiary SLU, recently bought 40.7 per cent of the shares in BHL, triggering a takeover bid. This prompted the BHL board of directors to advise shareholders against making any decision on the sale of their shares until they receive a “BHL Directors’ Circular”.
ANSA McAl began a bidding war last month when it offered shareholders an “unconditional” $5.20 per share, well over the $4 a share from Ambev.
The board then repeated its advice to shareholders, stressing this time that “there is now a competitive bidding environment for the company’s shares.
“Shareholders should therefore be alert to the possibility of the offerors making revisions to their bids.”
The Trinidad and Tobago conglomerate then upped the ante by requesting and securing the temporary injunction, with shareholders anxiously awaiting tomorrow’s outcome.
Shareholder and prominent chartered accountant Douglas Skeete is among those anticipating the Chief Justice’s ruling, stressing that it will be critical to shareholders, while rejecting suggestions that the delay has hampered their prospects.
“As a shareholder we should be happy that the matter is in the court’s domain because we didn’t see any evidence that the directors were capable of resolving the matter. They have all types of excuses as to why this matter to deal with the loan has not been communicated to the shareholders,” Skeete told Barbados TODAY late this evening.
Insisting that he had no confidence in BHL directors, Skeete called for their resignation and expressed the hope that tomorrow’s court ruling would not only make a clear statement on the matter, but provide clarity on the responsibility of directors to shareholders.
“If there is clarity from the court it would have been worth waiting the extra week . . . especially the fact that they were aspects of that loans that were not made known to the shareholders at the time the loan was negotiated.
“If the court can give us clarity on that then I think that we would be in a better position in the future when similar situations occur. Directors would know that they have a duty to inform shareholders totally of all information that they are entitled to have.”