Dec 2007 Financial News

Ansa McAL halts BS&T takeover

Dec 19, 2007

An injunction filed by Ansa McAL Ltd against Neal & Massy Holdings Ltd on Monday night in Barbados prevented the latter from completing its takeover of Barbados Shipping and Trading Company Ltd (BS&T).

A source close to the deal, which has been on the table since August 2007, said Ansa McAL, which owns the Guardian, filed the injunction in the Barbados High Court on Monday night.

Neal & Massy’s response to the injunction will be heard in Barbados on January 8.

The source said while Neal & Massy could go to the court to seek some relief, it was in the meantime prevented from living up to its commitment to shareholders who completed the revised acceptance and transfer form.

“Neal & Massy is prevented from acting as a result of a court action. Their inaction, for whatever reason, can invalidate the offer. That is the conundrum they face,” the source said.

Neal & Massy has offered (Bds)$8.50 cash for up to 50 per cent of the holdings, and the rest at an exchange ratio of one Neal & Massy share for every 2.75 shares in BS&T.

Neal & Massy published a notice yesterday, stating that at the time its offer to acquire all the issued and outstanding shares of BS&T closed at 5 pm on Monday, approximately 43 million BS&T shares, representing 56.6 per cent of the issued and outstanding shares of BS&T, had been tendered to its offer.

“This, together with the 27.8 per cent already held by Neal & Massy, brings the total support for the Neal & Massy offer to 84.4 per cent of the issued and outstanding shares of BS&T,” the notice read.

The notice added that the injunction against the group effectively prevents it from taking up and or paying for the BS&T shares that were tendered to its offer.

“Neal & Massy has taken action to contest the injunction, but unless and until it is set aside, will not be in a position to take up and pay for any BS&T shares tendered to its offer.”

The notice was signed by Bernard Dulal-Whiteway, CEO of Neal & Massy Holdings.

Ansa McAL responds

Gerry Brooks, chief operating officer of the Ansa McAL Group, yesterday said the Barbados High Court granted the injunction, which prevents Neal & Massy from dealing with the BS&T shares, and from closing the transaction.

“The court is saying the issues raised in the original summons must be resolved before any further action relative to BS&T can be taken,” Brooks said.

“We at Ansa McAL will continue to work with the legal process initiated by the court and by the (Barbados Securities and Exchange) Commission to have an early and fair determination of the matter.

“We have to ensure shareholder and public interest is preserved,” Brooks said.

The Barbados SEC is asking the court to determine whether Neal & Massy’s decision to offer its shares to Ansa McAL, and subsequently to vary its own offer to BS&T shareholders, was illegal, null and void.


Source:
BY SANDRA CHOUTHI
The Trinidad Guardian
Wednesday 19th December, 2007

http://www.guardian.co.tt/news11.html