By Al Edwards, Business Co-ordinator
Arthur Lok Jack and Peter Ganteaume
LEADING INSTITUTIONAL investors in Trinidad Cement Limited (TCL), the parent company of Caribbean Cement Company Limited (CCCL), are calling for the resignation of non-executive directors of Trinidad's leading cement producer in light of their attempts to block the sale of the company to the Mexican cement company Cemex.
The sale has been arranged through its wholly owned subsidiary, Cetacea Investments Limited.
The investors which include Guardian Holdings Group and Neal & Massey Group have expressed concerns that the management of TCL have used questionable methods to prevent Cemex from being successful in its bid.
Cemex, one of the world's largest producers of cement offered approximately US$300 million for an 80 per cent stake in TCL. The proposed offer was made conditional, inter alia on the amendment of the Company's Articles of Continuance to remove the 20 per cent limit on the issue of a Foreign Investment License from the Ministry of Finance.
The offer is attractive for two reasons:
The price per share pursuant to this offer was TT$7.15, which presents a premium of 42 per cent over TCL's closing price last week.
TCL shareholders will receive the total consideration in cash.
Despite the company' market capitalisation being over valued, by the Mexican company, the TCL Board have told its shareholders not to make an immediate decision but instead wait on further information.
Guardian Holdings is very concerned about what it perceives as the bias against Cemex, which is shown by the present TCL Board.
In a release sent to The Gleaner, the company proclaimed: "The investors are also aware from recent correspondence that attempts are being made to dirty reputations despite insistence, in accordance with Securities Exchange Commission's guidelines, that TCL "must not take any action which may result in a bid being frustrated, or in security holders being denied an opportunity to decide on the merits of the bid, unless the security holders have approved the action by resolution in a general meeting."
"The investors have therefore decided to ask the shareholders in the exercise of their democratic rights to remove the non-executive directors and to replace them with businessmen with proven track records who will view the Cemex bid objectively and deal with it in the best interests of the company and its stakeholders."
Yesterday a requisition for a shareholders meeting seeking to pass a resolution for the removal of the non-executive directors was issued by the investors.
Both TCL chairman Arthur Lok Jack and Guardian Holdings chief executive officer Peter Ganteaume, were unavailable for comment yesterday, but The Gleaner understands that TCL's institutional investors are looking to a new Board to deal directly with Cemex and find out from the Mexican company what exactly is its plans for the Caribbean cement producer.
