Hostile takeover? - Supreme Ventures chairman calls attorneys over move to oust board
Caught off guard by what appears to be a dual effort by new Trinidadian shareholder Zodiac and investment house Mayberry at a hostile takeover of the Supreme Ventures Limited board, the current directors are huddling with their lawyers on how to respond to the move.
In the meantime, Mayberry itself is holding back on its motivations, saying that it would be more forthcoming at a press conference that is scheduled for Monday.
The extraordinary general meeting (EGM) requested by Mayberry West Indies Limited and connected parties to remove and replace seven members of the current 10-member SVL Board is still to be set.
"We are waiting on our lawyers to give us an opinion," said SVL chairman and founding shareholder Paul Hoo on Friday. He is one of the seven targeted for eviction from the board, the other six being Peter Chin, Richard Foreman, John Graham, Steven Hudson, Ian Moore, and James Morrison.
Mayberry wants to replace them with Christopher Berry, Gary Peart, Nicholas Mouttet, David McConnell, Peter McConnell, Ansel Howell, and Lance Hylton.
The three board members not targeted are CEO Ann-Dawn Young Sang; Brent Sankar, who was an Intralot nominee; and Ian Levy, a founding shareholder and deputy chairman of SVL.
The SVL Board allows for a maximum of 12 members but currently has 10 directors, following the resignation of Intralot-connected directors Nikolaos Nikolakopoulos and Georgios Sampson last week.
The resignations made way for Zodiac to nominate two representatives.
It is understood that the SVL Board was asked to consider three nominees at a board meeting held this month, but it only signed off on two, with a decision pending on the third.
As to whether the board approved the three, Hoo said that he needed to be guided by SVL's lawyers as it was unclear what information could be released without breaking stock market rules.
He also told The Gleaner that both their overall response to the board takeover and the meeting date would be determined by legal advice.
Zodiac International Investments & Holdings Limited acquired full control of Intralot Caribbean Ventures Limited from its Greek partner Intralot SA, a deal that served to double its stake in SVL to 49.9 per cent, earlier this month. However, Zodiac is expected to give up a portion of its ownership to underwriters of a US$40-million bond that Mayberry Investments Limited is arranging on its behalf to finance the Intralot Caribbean deal.
The bond is being issued in three tranches between now and December.
SVL on Friday said that Zodiac now owns 38.3 per cent of the lottery company. The Gleaner also understands that the connected parties that requested the EGM - Mayberry West Indies, Bamboo Holdings Limited, and Konrad Mark Berry - are said to own around 10 per cent of SVL among them. Hoo himself holds a 5.7 per cent stake.
Asked whether he feared that the move to oust the board was the first step towards a takeover of the company, Hoo said that he had seen nothing yet to lead to that conclusion but did not discount the possibility.
He said that the board would need assurances regarding the new Trinidadian owner's intentions as it is a condition of the company's lottery licence that SVL remain a publicly traded company.