Dec 2007 Financial News

Another snag in BS&T takeover saga

Dec 21, 2007

THE BARBADOS SHIPPING & TRADING (BS&T) takeover bid has hit another snag with the Securities Commission. There are suspicions that Neal & Massy may have accepted shares from one or more BS&T shareholders with conditions not offered to all the shareholders.

Neal & Massy's chief executive Bernard Dulal-Whiteway has denied this.

However, the company has been barred from paying BS&T shareholders for the millions of shares tendered to it at $8.50 per share for up to 50 per cent of the shareholding.

Late Wednesday evening, High Court Justice Elneth Kentish removed an ex-parte injunction granted earlier in the week against the Trinidadian conglomerate Neal & Massy that prevented it from closing a deal that would grant it control of BS&T.

The injunction was brought by Neal & Massy's former rival in the bidding war, ANSA McAL.

However, less than 24 hours after that ruling by Justice Kentish on Wednesday, the Barbados Securities Commission has now imposed its own order preventing Neal & Massy from paying shareholders for the 43 million BS&T shares tendered to it when the offer closed on December 17.

Together with the 27.8 per cent shareholding it already has in BS&T, the tendered shares would have put 84.4 per cent of the total BS&T shares in Neal & Massy's hands.

In a statement from the Commission last night, the body charged it had come to its attention "that any one or more shareholders may have tendered shares pursuant to the offer and Neal & Massy has accepted such tender subject to conditions not stated in its Offer Document and not available to all shareholders".

Explaining the accusation, Dulal-Whiteway said the commission had accused the company of "offering some shareholders something different from other shareholders".

The Commission has given any party affected by its offer 15 days to be heard before it on the matter.

But Dulal-Whiteway told the WEEKEND NATION he was "very disappointed by the commission's actions" and the company's legal team was working to have the order removed.

The bid for control of the island's largest conglomerate, which started last May, has seen several twists, including an aborted merger between Neal & Massy and BS&T, a two-way fight between Neal & Massy and its arch rival ANSA McAL, a decision by Neal & Massy to tender all its shares to ANSA McAL and simultaneous withdrawal by ANSA McAL of its takeover bid even with a higher offer on the table than Neal & Massy.

There is a suit before Justice Kentish brought by the Commission seeking guidance on whether any of the companies breached Barbados' takeover regulations during the bidding process.


Source:
GERALYN EDWARD
The Nation Newspaper
Friday December 21, 2007

http://www.nationnews.com/story/326796588251936.php