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ANSA McAL to appeal high court ruling on beer bid

Published:Thursday | November 19, 2015 | 12:00 AM

ANSA McAL says it will appeal a ruling by the Barbados High Court to lift an injunction on the sale of beverage company Banks Holdings Limited (BHL).

The Trinidad-based conglo-merate is vying with Brazilian-owned St Lucia Beverages (SLU) in a takeover battle for BHL and its brewery.

"The company will be joined by several other BHL shareholders who intend to bring a class-action suit against BHL with a view to getting the '10 Put Option' clause removed from the BHL/SLU agreement," President and Chief Executive Officer of ANSA McAL Barbados, Nicholas Mouttet, said in a statement.

The controversial exit clause outlined in the 2010 agreement between BHL and St Lucia Beverages has been a major bone of contention. ANSA and disgruntled shareholders argue that it gives SLU, which is owned by conglomerate Ambev of Brazil, an unfair advantage in the bidding process.

The agreement stipulates that if any person or group becomes the direct or indirect ultimate owner of BHL shares, representing more than 25 per cent of the total voting power in the Barbadian company, 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.

Mouttet said the lawsuit would contest the validity of the 'put option' clause, challenge its legality and seek to prove that it is disadvantageous to all shareholders other than SLU/Ambev.

"A major concern of the litigants is that the BDS$10 put option was inserted into the BHL/SLU agreement without shareholder permission and therefore may be unenforceable. ANSA McAL and the other shareholders are in agreement that they are fighting for a fair and level playing field to ensure that shareholders can get maximum value for their shares," he said.

Mouttet said a circular issued by BHL directors on October 28 warned that if Ambev invoked the clause it would have serious financial consequences, if anyone other than the Brazilian giant acquires 25 per cent or more shares of BHL.

He said that the class-action suit would also make the point that the actions of BHL directors "negatively impacted all shareholders and the image and reputation of the private sector and of Barbados".

On Monday, Ambev, which owns just over 40 per cent of the publicly traded BHL, increased its share offer to BDS$6.20. Its initial offer was BDS$4 per share.

ANSA McAL, through its subsidiary AM Caribbean Development Ventures Limited, is BDS$6 per share, up from its previous offer of BDS$5.20.