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Should MHTL buy-back proposal be considered?
Last Friday, a usually reliable source told me that the minority shareholders of Methanol Holdings Trinidad Ltd (MHTL) had discussed a proposal with Finance Minister Larry Howai that would allow T&T individuals and institutions to buy back up to 40 per cent of the methanol-producing company.
The context of that proposal is the fact that MHTL’s minority shareholders, who operate through a holding company called Consolidated Energy Ltd (CEL), initiated arbitration proceedings before a tribunal at the ICC International Court of Arbitration against Clico, CL Financial and MHTL in May 2011.
Those proceedings focused on two issues:
The Government’s transfer of shares equal to 6.54 per cent of MHTL from CL Financial to Clico—in satisfaction of a $1.1 billion debenture—was in breach of the loan, security and shareholder agreements by which MHTL was established
The directors appointed by the Government to sit on the MHTL board managed the company in a way that was oppressive to the minority shareholders
According to the MHTL Web site, the T&T nationals who sit on the company’s board are its chairman Jagdeesh Siewrattan, and its directors Clico CEO Carolyn John, Clico and CL Financial chairman Gerald Yetming, management consultant Denyse Mehta and former MHTL CEO Rampersad Motilal.
Proman, an engineering, procurement and construction company with offices in Germany, Switzerland, and on the Point Lisas Industrial Estate, is the majority shareholder of CEL.
The beleaguered insurance company, Clico, owns 56.53 per cent of MHTL.
In their claims before the arbitration tribunal, CEL argued that the transfer of the majority stake in MHTL to Clico does not respect Consolidated Energy’s rights of pre-emption—which means that if CL Financial was going to transfer the shares, it should have offered them to the German minority shareholders first.
They also claimed that the MHTL shareholders agreed that it would not sell or transfer its shares in MHTL unless it had obtained KfW’s written consent.