Something stinks in Trinidad

Something stinks in the land of calypso and it has nothing to do with football. Trinidad Cement offered rights to purchase shares in the company early this year but only some shareholders were invited. No one has done anything about this stinking thing. One investors in the twin island state made a stink about the issue but not really about the salient point.
They are of the view that with Cemex controlling a large block of the shares by way of the rights issue made it tantamount to a takeover, hence they ought to have made an offer to the other shareholders to buy their shares. With officially less than 50 percent of the shareholdings that seems a bit farfetched.
What is of far greater import are two issues that go to the heart of good corporate governance, equitable treatment of shareholders and proper disclosure. The first issue is that all shareholders were not treated equally as is the norm for all holders of the same class of shares.
TCL directors found it convenient to deprive shareholders who reside overseas except for a select few from participating in the offer. It is interesting that when Guardian Holdings had a rights issue it was open to all shareholders whether residing in Trinidad or not. TCL had lots of time to have prepared themselves and others for the rights.
“TCL has advised that at a meeting of the Board of Directors of TCL held on Thursday, February 26, 2015, the board confirmed a decision to offer the shares in the Rights Issue of 124,882,568 new shares in Trinidad and Tobago only, and to exclude all other jurisdictions in which TCL`s shares are listed – including Jamaica. This decision was based on the following: (1) The complexities involved in satisfying the requirements of the various regulatory bodies in all jurisdictions in which the Company is listed and its effects on the stringent timeframe for the Rights Issue, especially having regard to the fact that the condition imposed by TCL`s Lenders; and (2) the de minimis shareholding and trading activity in the other jurisdictions (including Jamaica).”
The second and even more serious concern has to do with disclosure or lack of it. One would hardly be regarded as foolish as to think that the deal was hatched to get Cemex controlling interest by the back door.
First overseas based shareholders were excluded from the issue, no shareholder was allowed to subscribe to more than their allotment and the scheme provided for Cemex to have their required holding whether the rights was successful or not by the agreement to issue added shares if the amounts from the rights did not allow them at least 35 percent ownership.
The offer document stated “If Sierra Trading has not achieved a shareholding in TCL of 35%, then subject to receiving all required approvals, including Shareholder approval, a private placement of TCL shares will be issued in favour of Sierra Trading in an amount that will permit Sierra Trading to achieve a shareholding of 35% of TCL’s outstanding shares”

The grave error is that the company withheld important and extremely relevant information from shareholders. In fact they got noted auditors to issue report that is questionable in one critical area for what it did not disclose that was a part of the offer document. Why did PriceWaterhouse (PW) signed off on it and leaving out one of the most critical bit of information on the profit in 2015 and thus giving great validity to the numbers is a mystery? The information would have led any reasonable reviewer to the conclusion that the group made no profit for the March quarter, the hiding of this critical information is very unfortunate. If TCL who would have been in a good position to know what the profit for the quarter was likely to be had disclose same to investors many more would probably have taken a more positive view of the company as the numbers showed a vastly better picture than was released to the investing public.
According to the offer document TCL made no profit between December and March this year and this was critically false information. Yet the company posted a huge improvement in profit in the March quarter. That is odd, so hear what PW said in their report about the financial position and forecast prepared by management of TCL. Extract from the PW report states, ”in our opinion the projection has been properly compiled on the basis of the assumptions set out in note 1 and the basis of accounting used is consistent with the accounting policies of the group.” It goes on to suggest that actual results may vary materially from forecast. That is fine for projection somewhere down the road but can’t be good for information that has already been known.
Retained earnings at December 2014 is included in the balance sheet at $64.257 million and the same figure of $64.257 million on April 1, 2015, the conclusion here is that there was no profit nor loss in the quarter and if so many would consider the price of $2.90 too high. On April 23 the TCL directors signed off on the first quarter results showing a big jump in profit to $43 million up from $11 million in 2014. Was all the profit made in March alone ahead of the rights issue document and if not, why was it not disclosed in the report? Certainly for the months or the period that they had information investors should have been provided with it and with some guidance for the rest of the months for the quarter and for the full year as well. The numbers for the quarter puts full year’s earnings around 64 cents without any savings from debt restructuring that makes the $2.90 rights issue price extremely cheap, few would have known what the numbers were likely to be based on the silence of the company’s “dumb” directors.
Why hasn’t the FSC of Trinidad and the stock exchanges on which the stock is listed not taken up the matter in the interest of the investing public? Caribbean investors deserve far better treatment than this shabby approach.