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ANSA McAL gets court injunction in beer battle

Published:Thursday | November 5, 2015 | 12:00 AM

Trinidad's ANSA McAL has been granted an injunction effectively halting the sale of Banks Holding Limited (BHL) for now, in its continuing battle with SLU Beverages Limited over the asset.

Banks Holding is a Barbados operation, which owns Banks Breweries, Pine Hill Dairy, Barbados Bottling Company and Banks Distribution. SLU is controlled by Ambev of Brazil.

The injunction will hold until November 11.

ANSA McAL said in a statement that the injunction granted by Chief Justice Sir Marston Gibson blocks any further trading of BHL shares on the Barbados Stock Exchange or otherwise.

It also means that "until November 11, no one will be allowed to solicit or negotiate the purchase or sale of BHL shares".

SLU Beverages first offered BDS$4 per share for Banks Holding. ANSA McAL, through its subsidiary A.M. Caribbean Development Ventures Limited, countered last month with an offer of BDS$5.20. Both parties have since increased their offers.

ANSA McAL said that with the injunction, ANSA McAL Barbados Limited is now free to contest a 2010 agreement between Banks Holding and SLU Beverages under which SLU provided a BDS$56-million loan to BHL to build its new brewery.

The agreement specifies that if any person or group becomes the direct or indirect ultimate owner of Banks Holding shares representing more than 25 per cent of the total voting power, then "SLU has the ability to require BHL to repurchase, at BDS$10 per share, the 13,250,000 common shares which were issued to SLU on conversion of the debt in 2010".

Banks Holding directors highlighted the controversial clause last week at the same time that they were calling on shareholders to accept the SLU new offer of BDS$5.20 per share.

However, that advice not only angered shareholders, who publicly rejected the board's advice, but also ANSA McAL, which by then had upped its takeover bid to BDS$6 per share.

The BHL stock last traded October 21 at BDS$4.50 on the Barbados exchange.

President and CEO of ANSA McAL Barbados, Nicholas Mouttet, said the company was keen to avoid any unnecessary delays in the takeover process and had requested of the court a short interim injunction period and an early hearing of its case to limit inconvenience to shareholders.

In September, Ambev's Vice-President for Central America and Caribbean operations, Edwardo Lacerda, said Barbados would benefit from additional exports that it would want to make, while Mouttet said last month that if the ANSA McAL bid is successful, it would permit the conglomerate to consolidate regional beer brands.