TCL to pay for appraiser

TRINIDAD Cement Limited (TCL) has been ordered by a High Court judge to pay the cost of hiring an independent appraiser to assist the court in fixing a fair value price of a minority shareholder’s shares in Readymix (West Indies) Ltd.

TCL filed the claim asking the court to fix the fair value of minority shareholder, Peter Permell’s shares.

The application was made after Permell exercised his right to demand that TCL, the majority shareholder in Readymix, acquire his shares but had disagreed with the price offered to him by the company.

In giving her ruling, Justice Eleanor Donaldson-Honeywell said the issue on who should pay for the apprisal of the shares was unique.

In the March 2017 take-over bid, where TCL became the 90 per cent shareholder in Readymix, the company offered the 495 minority shareholders $11 per share.

The take-over bid closed in May 2017, and was accepted by 53 of the company’s shareholders. TCL acquired half the shares of all minority shareholders, and in a mop-up period, acquired more, resulting a 90 per cent shareholding.

At this point the mandatory provisions of the company’s by-laws became relevant as the remaining Readymix shareholders, including Permell, were entitled to have TCL acquire their shares.

Permell’s attorneys Ronnie Bissessar and Varin Gopaul-Gosine, argued that his statutory interests must be protected from possible oppression.

The judge, in her ruling, said she considered the need to deal with the case justly to ensure the parties were on an equal footing.

She said it was Permell’s statutory right and entitlement to reject the share price offered to him and that it was “clear that there is an intention to protect the investing public.”

She also said TCL had not provided any evidential basis on which Permell should have simply accepted the share offer of $11 because many institutional investors accepted it as fair value.