May 2016 Financial News

TCL chairman sells off his $33m in shares

May 02, 2016

The Trinidad Cement Limited Group (TCL) chairman Wilfred Espinet’s sale of all of his “direct holdings” in TCL has raised some eyebrows among shareholders of that company.

On April 4, some 9,542,695 of TCL’s ordinary shares were sold by a “shareholder connected to a director” in two transactions—5,612,665 and 3,930,030 shares.

“A shareholder connected to a director” purchased the entire amount that same day.

The transaction is valued at more than $33 million.

The total of 9,542,695 shares specifically represented Espinet’s entire direct holdings in TCL as at December 31.

At that date Espinet also had 742,500 in “indirect holdings,” according to TCL’s annual report.

Speaking to the Sunday Guardian on the issue last week, Espinet said the sale simply represented a “reorganisation” of his “affairs.”

“The sale relates to my shares specifically. It is a transaction whereby I am doing some reorganisation and the shares were transferred from some of my operating companies to a company that holds the shares now,” Espinet said.

“It is a reorganisation of my affairs,” he said.

The sale and purchase of the shares were announced on the T&T Stock Exchange (TTSE) on April 14.

The details of the transaction have not been released by either the TTSE or the Securities and Exchange Commission (SEC).

TCL shareholder Peter Permell said while he has no issue with a director or connected party buying or selling shares in a company the transaction must be done transparently.

“Firstly, I wish to make it clear that there’s absolutely nothing wrong with any director or connected/related party disposing of or purchasing additional shares in the company in which he or she is a shareholder,” Permell stated.

“However, any such ‘material change’ must be disclosed in a timely fashion,” he stated.

According to the Securities Act No 17 of 2012 a “material change” is defined as “a change in the business, operations, assets or ownership of an issuer, the disclosure of which would be considered important to a reasonable investor in making an investment decision.”

Section 64 (1) of the Securities Act 2012 introduces a new three-part procedure for treating with the disclosure requirements of material changes.

It requires reporting issuers to file a report with the commission, certified by a senior officer, containing details of the substance of the material change within three days of the date of the change.

A notice of the material change, authorised by a senior officer, must also be published in two daily newspapers “of general circulation in this country detailing the nature and substance of the change within seven days of the change.”

A copy of the published notice must also be filed with the commission within seven days of the material change.

The determination as to exactly what constitutes a material change lies with the SEC.

The TCL celebrated a “remarkable year” last financial year as the company recorded its highest ever revenue of $2.1 billion and “successfully restructured its debt, generating positive cash flow in the reporting period,” Espinet said.

On April 22, TCL held its annual general meeting at the Hilton and the board declared the payment of an interim dividend for 2016 in the amount of four cents per share.

“The dividend was declared after taking into consideration certain financial, legal, contractual and economic factors, and is the first such payment since the dividend for the year ended December 31, 2007,” the material change report on the SEC’s website stated.

“The dividend payment will be made on Friday July 01, 2016, to Shareholders listed on the Register of Members, as at a Record Date to be fixed,” it stated.

 

Source:
JOEL JULIEN
joel.julien@guardian.co.tt
Trinidad Guardian
Sunday May 1, 2016

http://www.guardian.co.tt/news/2016-05-01/tcl%E2%80%88chairman-sells-his-33m-shares