Jul 2013 Financial News

TCL shareholders seek to stop AGM today

Jul 12, 2013

A group of Trinidad Cement Ltd (TCL) minority shareholders will petition a High Court judge this morning for an injunction stopping the company’s annual general meeting. The meeting is scheduled for 4.30 pm today at TCL’s compound, Claxton Bay. Attorneys representing the group of companies and individuals yesterday filed court documents for the matter in the Port-of-Spain High Court registry. A short hearing was held before Justice David Harris, during which the company’s lawyers were served with the documents. Harris adjourned the matter to 9.30 am today when submissions for and against the injunction will be presented by the two groups of attorneys. The shareholders listed in lawsuit are Wilnet Holdings Ltd, Stephen Espinet, Masa Investments Ltd, Brimont Ltd, Kamal Ali, Alescon Readymix Ltd, Bourne Investment Inc, Tatil Life Assurance Ltd, Nicholas Development Ltd, Helen Bhagwansingh Ltd and Issa Nicholas Holdings. The group of investors together hold 5.68 per cent shareholding in TCL.

According to their fix date claim form, which was obtained by the T&T Guardian, the group is challenging a decision by TCL directors to refuse to attach the group’s proposal and statement to the management proxy circular which accompanied the notice of the annual meeting. The proposal and statement related to the group’s proposed nomination of five directors to TCL’s board and were submitted on June 14. In the lawsuit, the group is seeking a declaration which would render the board’s June 24 decision unlawful, null, void and of no effect. Before filing the lawsuit, it wrote to the board members on June 20, asking them to reconsider their decision. The group informed the board it was the perogative of the shareholders to decide and vote on the composition of the board. “Our nominees would have to be elected at the annual meeting by the shareholders and they are not automatic of the directors who may wish to put themselves up for re-election and therefore the suggestion with respect to proportionality of board representation and contest for directorships seems misplaced,” the group said.

Included in the lawsuit, is a 12-page affidavits, sworn by Espinet, in which he detailed the dealings between the two parties which led to the legal action being filed. Espinet said he became concerned over TCL’s financial position after the company failed to declare a dividend between 2008 and 2012. “As a result of my concerns and the fact that I held investment in TCL as a shareholder, I had conversations with a number of people about the state of affairs at TCL,” Espinet said. He said the group joined together this year in an attempt to nominate five experienced persons to the board to replace five current board members whose terms were due to expire at the meeting. Espinet said after the meeting was first announced on May 18, the group submitted its proposal to TCL’s corporate secretary on June 14. He claimed that ten days later, TCL’s chairman Andy Bhajan communicated with the group and informed them of the board’s decision to refuse its proposal.

Espinet said Bhajan and the board relied on Section 119 (f) of the Companies Act of 1995 to deny the proposal, while stating it “was inimical to the overall best interest of TCL.” In its lawsuit, the group is also seeking a declaration stating the directors’ position on the issue was “oppressive or unfairly prejudicial” to them. The legislation defines the nomination process and also lists the circumstances in which such a proposal could be refused by a board. The group is relying on Section 122 of the act, which empowers a company’s shareholders, who hold more than five per cent stake and whose proposals are refused, to apply to the High Court for an injunction stopping the company’s annual general meeting. The injunction being sought in this case will expire on the determination of the group’s substantive lawsuit. The shareholders are being represented by Senior Counsel Douglas Mendes and attorney Stuart Young. Dr Claude Denbow, SC, and Donna Denbow are representing TCL.


Source:
Derek Achong
Trinidad Guardian
Friday July 12, 2013

http://www.guardian.co.tt/news/2013-07-11/tcl-shareholders-seek-stop-agm-today