Duprey ordered to pay US$139m for bad Clico Energy deal

FORMER CL Financial jefe Lawrence Duprey has been ordered to pay the conglomerate, on trust, US$139,416,295, which represents the proceeds of a deal he cut in 2009 with Proman Holdings (Barbados) Ltd for shares of the group’s crown jewel, Clico Energy.

Justice Devindra Rampersad made the order on Friday.

In September 2021, Rampersad reserved the issue of damages against Duprey in a complex lawsuit filed by CLF and its insurance subsidiary CLICO, over the sale of the lucrative energy assets in Process Energy (Trinidad) Ltd (PETL), made three days after the Government bailed out the companies in early 2009.

Rampersad ruled then that Duprey acted oppressively and unfairly and in a manner prejudicial to both companies’ interests when he cut the deal to sell CLF and Clico’s 51 per cent stake for a little over US$46.5 million.

He also ruled that the company was grossly undervalued, and voided the sale, ordering Proman Holdings to pay CLF the dividends it had collected from the shares since 2009, plus interest.

In turn, CLF was ordered to reimburse Proman Holdings for the purchase price, plus interest, while the issue of the quantum of damages Duprey had to pay was reserved pending further submissions from the attorneys for CLF and Clico.

Proman Holdings appealed Rampersad’s decision. In January, Justices Alice Yorke-Soo Hon, Gregory Smith, and Vasheist Kokaram reserved their ruling, which is still to be delivered. Duprey, who was unrepresented at the trial, did not appeal the judge’s findings.

In his ruling against Duprey, Rampersad held that he exercised his powers as chairman and director of CLF and Clico “in a manner that was oppressive and/or unfairly prejudicial” to CLF and Clico and “unfairly disregarded” their interests.

Duprey was also accused of failing to act honestly and in good faith and to exercise care, diligence, and skill.

In his ruling on Friday, Rampersad also ordered Duprey to pay interest on the US$139,416,295 at a rate of 2.5 per cent per annum from February 2009-November 12, 2021, and as well as at the statutory rate of five per cent until payment.

CLF and Clico were also given the liberty to apply for any further dividends which may be established after November 12, 2021, until Proman transfers or restores the shares to CLF. This will be contingent on the Appeal Court’s ruling on the voiding of the sale.

At the time of the deal, CLF controlled 34 per cent and Clico another 17 per cent, with the remaining shares in PETL, which previously operated as Clico Energy Company Ltd, being held by Proman.

The deal resulted in Proman's controlling the entire company, which held a sizeable portion of the group’s stake in Methanol Holdings Trinidad Ltd (MHTL) and other minor stakes in profitable energy companies.

In 2014, the International Court of Arbitration ordered Clico to sell its remaining shares in MHTL to Proman’s subsidiary Consolidated Energy Ltd (CEL) for US$1.175 billion (TT$7.485 billion).

CLF and Clico were represented by Fyard Hosein, SC, Deborah Peake, SC, Kerwyn Garcia, SC, Sasha Bridgemohansingh and Luana Boyack.

Proman and Process Energy were represented by Christopher Hamel-Smith, SC, Jonathan Walker, David Hamel-Smith and Catherine Ramnarine.