Court order halts shareholders vote in Barbados

BRIDGETOWN, Barbados, June 28, 2007 – In a bid to keep Barbados Shipping & Trading (BS&T) out of the hands of foreign interests, a privately-owned Barbadian real estate company is throwing out a third offer for shareholders in the conglomerate who have now been restrained by a Court Order from voting on an offer by Trinidadian energy and industrial giant, Neal & Massy and a counter offer from its competitor ANSA McAL.

Although it hasn’t yet said exactly what it’s offering, Island Properties Limited says it will be more attractive than what the two Trinidadian companies already have on the table.

This latest development came as court action by Geoffrey Allan Kinch and Michael Hoyos – two BS&T shareholders – restrained fellow shareholders from meeting yesterday as planned to vote on the proposed merger with Neal & Massy. They successfully argued that the company’s directors did not give them adequate information to make a reasonable judgment on the merger. The High Court is being asked to determine if the directors have any right to share financial information with its shareholders.

Last Friday, Trinidadian conglomerate ANSA McAL made a move to gain controlling interests in BS&T by offering shareholders BDS$7 per share compared to the 2.75-to-1 face-value trade on shares offered by Neal & Massy whose shares are worth BDS$15.72 while BS&T last trading price was BDS$5.51 per share.

As if the initial merger plans and then ANSA McAL’s counter offer were not already enough for shareholders to have to think about, two of the principals of Island Properties, Tony Hoyos and Colin Brewer now say they are putting together a Barbadian consortium to make a formal offer to all shareholders of the BS&T Ltd to acquire all the outstanding shares – a move which they say they will formally communicate to the company shortly.

“There is no reason for our largest local company to be sold to foreign interest. There is sufficient capital and management talent in Barbados for BS&T to remain a Barbadian company and for its long term net worth to be maximised for the benefit of all stakeholders,” Hoyos and Brewer said Wednesday, adding that their offer will be more attractive than the other two.

“We look forward to working with the existing board and management to arrive at an offer that will be advantageous to all existing shareholders and all current employees and BS&T pensioners, and will be in the best interest of the long-term autonomy of the Barbadian economy.”

Madame Justice Jacqueline Cornelius who granted the injunction has ruled that the meeting cannot take place until the court decides on whether the directors can share financial information with shareholders. However, a date for that hearing has not been set.

Neal & Massy shareholders met on Monday in Trinidad, giving their unanimous support to the proposed merger.

It’s now left to see whether their counterparts in Barbados will stay on course or whether they opt for one of the other two offers.