Banks Brewery

Bid for Control of Banks Holdings Limited (BHL)

Submitted by Atrue Freeman
Mr. Richard Cozier, CEO & Managing Director

Mr. Richard Cozier, CEO & Managing Director

Mr. Cozier, BHL’s second directors’ circular (http://thebhlgroup.com/Corporate/BHL-Directors-Circular-No-2.pdf) makes for very interesting, but unpalatable, reading.  Will any employee, officer and/or […]director of BHL be paid a performance bonus, a closing bonus and/or any other form of reward and/or compensation in connection with and in the event that SLU is successful in its bid to acquire BHL?

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189 Comments on “Bid for Control of Banks Holdings Limited (BHL)”

  1. ac November 1, 2015 at 8:42 PM #

    now who de hell u talking too,de igrunt you need to back off . What language? you talk the same shite only with pseudo intellectual language but when it all boils down it is says nothing but gibberish
    Don/t take yuh self so seriously bro,
    i was following Mr Justine Robinson comments until Walt and i guess you slowly started putting the hangman moose around his neck then all hell broke loose
    Don/t blame me jac ass , i was not the one sitting on the side lines pelting rocks,
    Yes and an acid need of correction was necessary if you igrunt do not like it that is too bad,
    BTW next time u tell me where to go i have a few choice words for you and they ain.t nice

    Like

  2. David November 1, 2015 at 8:44 PM #

    @ac

    Further comments from you along this line will be deleted, you have offered nothing of value to the topic. Read and learn and resist the compulsion to pollute every debate.

    Like

  3. Hants November 1, 2015 at 8:45 PM #

    @ Justin Robinson,

    You is a Bajan ? You evah had a drink wid some frens in a rum shop ?

    Well in BU yuh gine get licks gine an cummin. Dat is inevitable.

    But we Bajans ent mean nutten by it. n hey we fave from Braniacs to Brainless so doan study it.

    Jus doan say nutten dat cuh mek yuh loss yuh pick.

    Like

  4. Gabriel November 1, 2015 at 9:16 PM #

    Back to the thread I am willing to dispose of my few shares in BHL at the same value BHL agree to pay SLU proviso or no proviso.$10.00 a share is my minimum take.Ansa can backraise the BHL/SLU guarantee.The more the merrier is back!!

    Like

  5. `Walter Blackman November 1, 2015 at 9:56 PM #

    ac November 1, 2015 at 7:59 PM #
    “i have shares in banks and i am interested in what a person or /sof knoweldge on such matters might have to say and so are others///////…..
    sit yuh backside down in barbados on the hot coals”

    ac,
    CLICO policyholders had premiums in CLICO and your friends stole their money. You did not care one iota about, and had no interest in, what the policyholders (or anyone for that matter) had to say.
    Why should any of us care now if you have shares in banks (you told Alvin Cummins not to speak the truth. Are you speaking about shares in Republic, RBC Royal, and First Caribbean banks?)?
    I pray to the Lord that the private sector finds a way to rob only you out of your phantom shares.

    Is that what Barbados has degenerated into? A bed of “hot coals”?

    Like

  6. NorthernObserver November 1, 2015 at 9:57 PM #

    Still scratching de ole head. My approach in such situations is always…..follow the money.
    I appreciate the potential non-disclosures by the BHL Board; what Dr.R refers to as the “put”
    Yet
    What explanation can Massy offer their shareholders as to why they sold some 13 million shares in BHL for at least $1.60 (5.60-4) less per share than they are worth to SLU? That is $20 million, not chump change. Worse if $6 is the final price
    What did Ansa pay for the BWPL block? I thought this would have to be disclosed by the BSE?
    For companies that thrive on money, this behaviour is odd.

    Like

  7. ac November 1, 2015 at 10:21 PM #

    Listen walt now after three comments where David accused me of blackballing the forum i don wid wunna hypocrites yuh hear , now over to david to remove this the fourth comment

    Like

  8. ac November 1, 2015 at 10:32 PM #

    Oh btw WALT i asked DAvid what relevance was the NIS issue to the article dealing with the BHL can you answer that for me please since it was that issue(nIS) which you brought to the table which cause the hell lto break loose .

    Like

  9. Atrue Freeman November 2, 2015 at 12:22 AM #

    http://www.nationnews.com/nationnews/news/74043/-blow-ansa

    Like

  10. pieceuhderockyeahright November 2, 2015 at 2:42 AM #

    @ Justin Robinson

    You have ignored the antichrist and blogged on the BHL matter with some constancy over the past week, notwithstanding the point raised by a few bloggers regarding your (seeming lack of) alacrity over the last 5years while these (seeming pernicious) activities were perpetrated against the shareholders of the BHL.

    Some have very strongly intimated that when Douglas Skeete spoke the these irregularities back then that you were painfully absent from the fray BUT these non-chess playing observers would not be aware that you were not the Dean of The Faculty of Social Science at that time AND as is your wont with these things, would never put your foot in your mouth so to hell with this scholarly expertise these five years hence

    I would call these tangential references to the NIS pick that you also have, as are the other picks you simultaneously hold under the fatted calf brigade, “While you are here…?” Queries similar to those Jeff Cumberbatch and Caswell Franklyn and Walter Blackmam face, and respond to.

    As Dean some might say that you see the writing on the wall and are making these gentle waves with the hope that the incoming administration will be kinder to you, given your allegiance to these incompetents while others will recognize this distancing from the sinking DLP ship and your quiet signal to the world that even among the fatted calf crew, there are those whose misgivings cause them to speak out quietly and loudly

    I for one know that you will not employ any part of DIW’s suggestion regarding using the NIS website TO inform any public of the shenanigans of the ATM machine of the Demonaic Lying Party but, suffice it to say, you have tried to show that you have one testes in your pants, figuratively speaking which is more than legion has collectively isn’t it???

    Like

  11. Shareholder November 2, 2015 at 5:42 AM #

    What is Sagicor’s position regarding the BHL shares that it controls?

    Like

  12. Atrue Freeman November 2, 2015 at 6:21 AM #

    Following from my above comment (BSE site username), a shareholder that controls 5% or more of a corporation may call a meeting under section 129 of the companies act. Sagicor controls 6+%.

    Like

  13. Justin Robinson November 2, 2015 at 10:48 AM #

    from BHL annual reports

    Interests of persons other than Directors holding more than 5% of the issued shares on the august 31 2009 were as follows:

    The Barbados Shipping & Trading Co. Ltd. (19.45%) 10,030,976
    Sagicor Financial Corporation (8.43%) 4,349,106
    Banks D.I.H. Limited (8.42%) 4,343,415

    Interests of persons other than Directors holding more than 5% of the issued shares as at 31 August 2011 were as follows:

    Name No. of Shares Percentage
    SLU BEVERAGES LTD. 13,250,000 20.43%
    B SH& T 10,982,292 16.93%
    BWPL HOLDINGS LTD. 7,619,211 11.75%
    SAGICOR 4,349,106 6.71%
    BANKS DIH LIMITED 4,343,415 6.70%

    Not much changed by end of 2014 (most recent annual report except that massy controlled BS&T shares)

    Interests of persons other than Directors holding more than 5% of the issued shares as at 31 August 2014 were as follows:
    Name No. of Shares Percentage
    SLU Beverages Ltd. 13,250,000 20.43
    Massy Holdings Ltd. 12,907,292 19.90
    BWPL Holdings Ltd. 7,654,886 11.80
    Banks DIH Limited 4,343,415 6.70
    Sagicor Financial Group 4,349,106 6.71

    Like

  14. NorthernObserver November 2, 2015 at 3:23 PM #

    you omitted in 2009 BWPL at a high of 8,517,000.
    Also SPMUsson was continually listed under Directors but it was very much “associated” with BS&T.
    The only meaningful movement was in 2010, when SLU loaned and converted 53/56 notes, while BWPL decreased by a similar amount to BS&T’s increase; 900,000 shares

    Like

  15. NorthernObserver November 2, 2015 at 3:37 PM #

    Don’t forget it was Sagicor who sold WIBISCO. They tend to keep very quiet in matters of such perceived social significance. Like many, they may be happy with 5.60, happier with $6. Tek de munney and run.

    Like

  16. Lawrence James Bauer, CFA November 2, 2015 at 6:44 PM #

    Where are online copies of the Acceptance documents for these offers? I’m in New York and have not received them.

    Like

  17. Atrue Freeman November 2, 2015 at 6:52 PM #

    The Daily Nation reported today, on page 3, that BHL Chairman, Anthony King, told the Daily Nation that the (“poison pill”) agreement existed on the basis of interaction between the board, legal counsel for BHL and LCF, the Barbados Stock Exchange and the Securities Commission. We look forward to the outcome of the FSC’s investigation into this matter.

    By the way:
    http://www.bse.com.bb/news/news
    Monday, November 02, 2015
    Additional Shares Listed
    Additional Shares Listed – Banks Holdings Limited
    Banks Holdings Limited – We wish to announce that 77,000 common shares in Banks Holdings Limited were listed today on the Exchange representing shares issued as part of the Share Option Plan.

    Like

  18. Atrue Freeman November 2, 2015 at 7:18 PM #

    Lawrence James Bauer, CFA November 2, 2015 at 6:44 PM #

    For $6.00 offer, contact:
    Republic Finance and Trust (Barbados) Corporation
    Mezzanine Floor
    Broad Street
    Bridgetown
    Barbados
    Tel: (246) 431-1262
    Fax: (246) 429-8389

    For $5.60 offer, contact:
    CIBC FirstCaribbean International Trust & Merchant Bank (Barbados) Limited
    CIBC FirstCaribbean International Bank
    Rendezvous
    Christ Church
    Barbados
    Tel: (246) 467-8735
    Fax: (246) 467-8900

    Like

  19. Atrue Freeman November 2, 2015 at 9:15 PM #

    http://www.barbadosadvocate.com/newsitem.asp?more=business&NewsID=46440

    The BHL officials are missing the point. In substance, SLU was given a right to redeem its shares under certain conditions for 2.5 times the purchase price, which is a fundamental change under the Companies Act. Why would the BSE or SEC have to tell the BHL directors to take a matter regarding the rights attaching to shares to the shareholders when sections 28, 197, 202 and 203 of the companies act (https://www.investbarbados.org/docs/Companies%20Act%20-%20CAP%20308.pdf) address that?

    Like

  20. Atrue Freeman November 2, 2015 at 10:39 PM #

    http://epaper.barbadostoday.bb/ – see ANSA’s statement on page 9

    Like

  21. Lawrence James Bauer, CFA November 3, 2015 at 12:22 AM #

    I would think that the negatively affected parties in this BHL situation would be interested in what the relevant Barbados financial regulatory authorities and the Barbados courts think of the validity of the secret SLU put and BHL management’s support for a inferior lower takeover price for Barbados shareholders.

    Like

  22. de Ingrunt Word November 3, 2015 at 6:20 AM #

    @Atrue, re your 9:15 PM post of last eve, the statement from BHL which purports to take comfort in the “…the BSE or SEC …to tell the BHL directors to take a matter regarding the rights attaching to shares to the shareholders” must be seen in the context of these remarks attributed to former chairman Sir Allan Fields:

    “Therefore, he said, because of the convention established over past years, “going to the shareholders never crossed our radar screens. That’s the truth. If it had, and people thought that, you know, CHANGING PARADIGM, DIFFERENT WORLD, (my emphasis) we should go, we would have gone. We had nothing to shy away from. All the major shareholders approved it, so we had the votes to carry any resolution, so there was no contentious issue as far as we were concerned. The way we did it was based on CONVENTION, HISTORY AND LAW.”(my emphasis)

    In his lead up to that statement above Sir Allan also asserted with purpose, conviction and hubris:

    “In April 1991 we had a 5.4% dilution when we took over BBC. We issued shares; we did not seek shareholders’ permission. In 1998 we had a 19 percent dilution when we bought Pine Hill … In 2006 when we took over CPBL (Citrus Products of Belize Ltd.) we had an 11.4 percent dilution without any approval of the shareholders…All the regulatory bodies approved it, and when I say all, I mean all. Central Bank, SEC, SEB, Minister of Finance, every one of them gave it their blessing…. So we had the blessing of everyone.”—BSJ, April 1, 2011

    You or I and most of the small shareholders would have viewed that $10 put option as a ‘changing paradigm, different world’ from the previous cases he described but the BHL Board DID NOT.

    They took comfort that what they did was completely above aboard…as far as they were concerned they “had the blessing of everyone”. So their sins, whatever they were, had the sanctity of those on high!

    The cynical perspective: “Dear powers we have sinned…. Go in peace my sons and sin no more. I look forward to seeing you in the congregation next week and we will accept your humility to assist our work to the poor…. Of course, dear powers.”

    Like

  23. David November 3, 2015 at 6:27 AM #

    @Dee Word

    This is how companies (public) are run in Barbados. A manipulative pack of greedy sonsofbitches. There is no better word to describe it.

    Like

  24. Bush Tea November 3, 2015 at 6:36 AM #

    ….and no better words to describe Fields either….

    Like

  25. NorthernObserver November 3, 2015 at 12:23 PM #

    @David
    keep digging. Something is still missing. The greed (financial gain) is still not obvious.
    What we are seeing is Director arrogance, and a dereliction of duty. Potentially even incompetence. But how was money made/gained?

    How does agreeing to a poison pill, benefit any of the existing shareholders at the time it was granted? (beyond merely finding financing to complete the new plant) Is BHL worth more today with the new plant than it was worth if there was no new facility?

    Like

  26. Atrue Freeman November 3, 2015 at 6:44 PM #

    In section 7 (http://ctrc.sice.oas.org/investment/NatLeg/Bar/Comp_reg.pdf) a redeemable share may not be a common share.

    Like

  27. Atrue Freeman November 3, 2015 at 6:55 PM #

    ANSA’s $6.00 bid (http://ansamcal.com/wp-content/uploads/2015/11/ANSA-McAL-Booklet-002.pdf) is official.

    Like

  28. Atrue Freeman November 3, 2015 at 11:11 PM #

    ANSA secures injunction on sale of BHL – http://epaper.barbadostoday.bb/

    Like

  29. Lawrence James Bauer, CFA November 3, 2015 at 11:35 PM #

    Thanks to those of you here — and some elsewhere — who have kindly provided links to both the current news and the actual legal documents. It’s hard to keep up with what’s happening since I’m in New York City. I’m sure others are in a similar situation and need such help too.

    I used to work regularly with attorneys on company, financial and investment matters — often even drafting parts of legal documents for and with them. I learned how to think like a lawyer. While I don’t know all Barbados laws, it seems to me that the MOST FUNDAMENTAL issue relates to the power of the Board under Barbados Company Law. Did they even have the power in 2010 to grant such a put option to SLU under that law?

    If they didn’t, then SLU should have known better than to bargain hard for it, since it would not be valid, and therefore be unenforceable. The resolution of the BHL situation could be as simple as that. In that case, it seems to me that the Directors granting it to them, and some regulatory authorities not objecting to it, are irrelevant if neither of them has the power to overrule Company Law. I think that any court following British-type law could readily answer the question as to whether the put is valid.

    Beyond that key issue, are those questions of (1) whether the BHL Directors were and are acting as fiduciaries in the best interests of the shareholders, and (2) whether the regulatory authorities charged with overseeing the national interest of the company’s workers and its consumers have approved EITHER of the takeover plans.

    Like

  30. real talk November 4, 2015 at 1:17 AM #

    Nifty move by CJ to grant injunction to halt sale of BHL. Next move haul the directors and management before the courts. Something fishy maybe criminal occurred.

    Like

  31. Gabriel November 4, 2015 at 6:50 PM #

    How ironic it is that Barry Gale is lamenting the fact that Ansa did not notify them at BHL of its intention to go to the high court to seek an injunction to void any further trading etc on the takeover bids now in the public domain.The shareholders of BHL can make a similar claim that the BHL BoD did not notify them of the ‘poison pill’ put thru.Both the board and the ‘special committee’ which appear to be stepping up to the microphones to save chairman King from further problematic public relations duties,have compounded the situation by lamenting the cost of arbitration to BHL should it go that route,a route they the BHL board signed on to,arbitration in the USA!!

    Like

  32. Hants November 4, 2015 at 8:00 PM #

    “The agreement in question requires that any dispute should be resolved through arbitration. And not just arbitration in Barbados but arbitration in Miami, applying New York law.”

    Like

  33. Well Well & Consequences November 5, 2015 at 3:01 AM #

    http://www.nydailynews.com/new-york/nyc-crime/3-indicted-stock-scheme-linked-sopranos-article-1.2424041

    This is what is done with criminals who pump and dump in the real world.

    Like

  34. Lawrence James Bauer, CFA November 13, 2015 at 11:47 PM #

    What happened in court on Nov 11 ?

    Like

  35. Atrue Freeman November 14, 2015 at 12:03 AM #

    http://epaper.barbadostoday.bb/ – page 4

    Like

  36. Lawrence James Bauer, CFA November 14, 2015 at 11:09 PM #

    This seems like a foolish result. How can anyone decide anything when no one knows whether the secret terms granted to SLU are even valid?

    That’s the first thing that should be decided, before any more bidding or merger takes place. To do that, you need a court proceeding to decide on that most substantive issue, and that will take time — which requires a halt (injunction) to all other actions of all the parties until this basic issue is decided. Otherwise, it’s a crazy rushed activity in which no one knows the real legal status of what they’re doing.

    Mr. Mouttet, that’s where you need to be going. Immediately start the legal suit to determine the validity of SLU’s special terms, and get that judge to issue an injunction to stop all activity until that case is decided.

    Like

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