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Trinidad Cement fails in last ditch effort to halt shareholder meeting - New TCL board elected

Published:Wednesday | August 20, 2014 | 8:00 AM

McPherse Thompson, Assistant Business Editor

Trinidad Cement Limited (TCL) was back court again on Tuesday in a last ditch effort to halt a special meeting some shareholders plan to use to oust some of the current directors that was scheduled for 5 pm.

On Monday, TCL’s application for an interlocutory injunction to restrain shareholder Kamal Ali from holding the special compulsory meeting was dismissed by Justice Nadia Kangaloo in Trinidad’s High Court.

TCL appealed the ruling, but that bid also reportedly failed.

Kathryn Baptiste, Group Manager Legal/Company Secretary of the TCL Group and other officers were unavailable for comment late afternoon. However, a source in Trinidad said the appeal against the ruling was dismissed.

Following the ruling, the entire board of TCL tendered their resignation, the meeting of the requisitioning shareholders went ahead as planned and a new board was elected, Wednesday Business learned.

The new TCL board is said to comprise: Wilfred Espinet, businessman of Trinidad; Alison Lewis, retired public servant; Chris Dehring, businessman of Jamaica; Michael Hamel-Smith; Carlos Palero, Engineer of Panama; Francisco Aguilera, Engineer of Mexico, and Nigel Edwards, businessman of Trinidad.

In a stock market filing last weekend, TCL advised that on June 24, this year it received a requisition from a group of shareholders together holding an aggregate of 54.7 per cent of its shares to call a compulsory meeting to remove six directors and elect seven other individuals to the board.

However, on July 14 attorneys for TCL wrote to the shareholders in question informing them that the request could not be entertained because any attempts to hold the meeting would expose the relevant parties to contempt of court because an injunction granted to a group of minority shareholders barring the company from holding its annual meeting in 2013 was still in force.

Notwithstanding that, on July 31, Ali issued a notice saying the compulsory meeting would be held on August 19.

TCL, on August 7, filed an application to commit Ali for contempt of court in undermining the injunction relating to the previous shareholder matter, in addition to initiating civil proceedings against him.

The company also advised that proceedings brought by minority shareholders last year have been scheduled for September 18.

In the requisition, the shareholders said they wanted to remove board chairman Andy Jeevan Bhajan, chief executive officer Dr Rollin Betrand, as well as Bevon Rockville Francis, Carlos David Hee Houng, Leonard Alfred Nurse and Brian William Young.

In a letter responding to the shareholders request and appended to the requisition filed, TCL’s attorney Donna Benbow said that apart from contempt of court, TCL would rely on several other grounds to impugn the requisition. Benbow said in the letter that the requisition is tainted by improper purpose by some of the requisitioning shareholders, including Sierra Trading.

He said, for example, that in June to August 2002, Cemex as the parent company of Sierra Trading, made a takeover bid, through its wholly-owned subsidiary Cetacea Investments Limited to acquire the issued capital of TCL, but that was defeated.

TCL is contending that the requisition has now presented Cemex with the opportunity to acquire control of TCL by having four of its directors on the board.

TCL also said it would argue that requisitioning shareholder, Wilfred Espinet is currently the subject of an investigation by the Trinidad and Tobago Securities and Exchange Commission (SEC), which was prompted by TCL complaints; and that Republic Bank Limited, another of the requisitioning shareholders, was a defendant to TCL’s counterclaim in a matter before the court, and was also the subject of an investigation by the SEC, which was initiated based on a complaint by TCL.

mcpherse.thompson@gleanerjm.com