No backing down!

ANSA still banking on BHL

Trinidad and Tobago conglomerate ANSA McAL is heading back to the law courts, as it shows no sign of backing down from its bid to buy out Banks Holdings Limited (BHL).

However, this time around, the company is not going it alone; it has won the support of major BHL shareholders who collectively hold over 100,000 shares.

In statement this evening, President and Chief Executive Officer of ANSA McAL (Barbados) Nicholas Mouttet served notice they will be appealing last Friday’s decision by Chief Justice Sir Marston Gibson to lift an injunction that blocked the sale of Barbados’ largest beverage company.

“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.”

The controversial exit clause outlined in the 2010 agreement between BHL and St Lucia Beverages has been a major bone of contention. ANSA and disgruntled shareholders argue that it gives SLU, which is owned by Brazilian conglomerate AMBEV, an unfair advantage in the bidding process.

The agreement stipulates that if any person or group becomes the direct or indirect ultimate owner of BHL shares, representing more than 25 per cent of the total voting power in the Barbadian company, then SLU has the ability to require BHL to re-purchase, at $10 per share, the 13,250,000 common shares which were issued to SLU on conversion of the debt in 2010.

The ANSA chief said the lawsuit would contest the validity of the “Put Option” clause, challenge its legality and seek to prove that it is 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 further argued his case by pointing to a circular issued by BHL directors on October 28 which warned that if AMBEV invoked the clause it would have serious financial consequences, if anyone other than the Brazilian giant acquires 25 per cent or more shares of BHL.

He added that the class action suit would also make the point that the actions of BHL directors “negatively impacted all shareholders and the image and reputation of the private sector and of Barbados.”

Just yesterday, AMBEV, which owns just over 40 per cent of the publicly-traded BHL upped its share offer to $6.20.

Back in September it has initially offered shareholders BDS$4 per share to acquire the remaining shares, but a week before the offer was set to expire ANSA McAL, through its subsidiary A.M Caribbean Development Ventures Limited, countered with a BDS$5.20 offer. AMBEV responded by raising its bid to BDS$5.60 prompting its rival to heighten the stakes by offering BDS$6 per share.

sandydeane@barbadostoday.bb.

8 Responses to No backing down!

  1. Alex Alleyne November 18, 2015 at 9:21 am

    “No backing down”. T&T making sure they own every money making company in Barbados.
    WE see it as TT&B end result.

    Reply
  2. Alex Alleyne November 18, 2015 at 11:35 am

    If this joint is such a “lucrative” one , then why is it for sale ?????

    Reply
  3. Tony Waterman November 18, 2015 at 11:47 am

    @Alex Alleyne!!!!!!!!!!! Come on Man!!!! Where did you get the notion that it was for sale ??? this is a HOSTILE Takeover, not a Sale, that seems to be the problem with Many Bajans, they don’t understand “BIG INTERNATIONAL BUSINESS”

    Its NOT A SALE, It’s a TAKEOVER, and I personally am not a friend of T&T, buti prefer them owning BHL than AMbev/SLU

    This is what happens when one tries to live beyond their means, BHL screwed up when they borrowed all that money from these Brazilians for that new plant in Newton.

    Reply
    • Donild Trimp November 18, 2015 at 12:39 pm

      Tony Waterman, how will ANSA McAL get around the “10 Put Option” clause?

      Did ANSA lawyers and executives sign the agreement without reading it? Are there two different agreements, one with the clause and one without?

      This —— “The controversial exit clause outlined in the 2010 agreement between BHL and St Lucia Beverages has been a major bone of contention. ANSA and disgruntled shareholders argue that it gives SLU, which is owned by Brazilian conglomerate AMBEV, an unfair advantage in the bidding process”

      and then this ——-“A major concern of the litigants is that the $10 ‘Put Option’ was inserted into the BHL/SLU agreement without shareholder permission”.

      Whose fault is that?

      Reply
      • Sue Donym November 18, 2015 at 7:32 pm

        Get into character, think like the Don.

        The thrust of this new court action is more about omissions. That’s why it’s important that shareholders are joining this one. They want to convince the judge that any reasonable shareholder might have made a different decision if they had known of this significant condition. Think of it as the directors showing what’s in the left hand while the right hand is kept hidden.

        What’ll be interesting is how these directors are received hereafter.

        Reply
  4. jrsmith November 18, 2015 at 1:16 pm

    My take, as I said before, courts in Barbados should never had gotten involve, in this mess ,the big issue , poor management skills ,being out witted , by clever dealings. this deal was made , in secret, but two person resigning , before the suppose dealing , what was going on ,prior to this happening.

    At last the big boys is on our shores, this is just the beginning. see the cartel , the Cable & Wireless deal , that’s how the bigger boys play, deals which are played out on the trading floors. 10 billions dollar deals.

    The Barbados government ,not the courts , could bring this farce
    to end, if corporate /company laws of Barbados are not being adhered to, the dealing can be suspended, impose a fine, ..
    but this seems to be beyond people in Barbados, not forgetting the Clico fiasco.

    Reply
  5. Alex Alleyne November 18, 2015 at 2:45 pm

    FOR SALE, TAKEOVER, MERGE …… comes with new Management.

    Reply
  6. Shareholder November 19, 2015 at 6:50 am

    Ms. Jordan, see: 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.

    Reply

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