Stone Street Capital, a company controlled by former CL Financial director Andre Monteil and his family, is close to making a compulsory acquisition of the minority shares in Flavorite Foods, the local manufacturer of ice cream and other frozen desserts.
Stone Street Capital has been the dominant shareholders of Flavorite for years but, on January 14, 2015, the company acquired 740,349 Flavorite shares at a price of $4.80 per share.
The acquisition increased Stone Street's shareholding in Flavorite to 7,006,764 shares, which represented about 90.1 per cent of the issued and fully paid-up capital of the ice cream producer.
When Stone Street acquires the remaining 10 per cent stake in Flavorite, the intention is that Flavorite Foods Ltd will be delisted from the stock exchange.
Stone Street made the formal takeover bid on July 31, 2015.
Stone Street wrote to each shareholder of Flavorite on March 17 and July 1, 2015, advising them of their offer to acquire the outstanding shares in the company at $4.80 per share.
By the July 31 close of the offer period, minority shareholders holding about 90.71 per cent of the minority shareholding, ie 1,370,908 shares, in Flavorite Foods Ltd accepted the Stone Street offer and were paid for their shares at the offer price.
The success of the offer took the Stone Street shareholding in the manufacturing company to 7,637,323 shares, which represents approximately 98.19 per cent of the issued and fully paid up capital of that company.
Section 202 of the Companies Act gives the holder of "not less than 90 per cent of the shares" of a company the right to acquire the outstanding balance of shares.
After giving the minority shareholders the proper notice, the Companies Act allows Stone Street to take up and pay for shares of shareholders who accept the takeover bid.
Those who do not accept the bid are required to elect to transfer their shares to the offeror, Stone Street, "on the terms on which the offeror acquired the shares of the offerees who accepted the takeover bid" or to demand payment of the fair value of the shares in accordance with sections 209 to 212 of the Companies Act by notifying the offeror within 20 days after the dissenting offeree receives the offeror's notice.
The Sunday BG understands that on September 17, 2015, Stone Street wrote to the T&T Central Depository, which is the minority shareholder of record for the 1.81 per cent of Flavorite shares that remain outstanding.
The Central Depository was given notice, under section 202 of the Companies Act, that Stone Street was entitled to engage in the compulsory acquisition of the shares deposited with it and all other minority shares.
The Central Depository wrote advising stockbrokers on September 29 of its intention to forward its jumbo certificate in respect of the minority shares to Stone Street on or before October 7
The directors of Stone Street are: Andre Monteil, Stefan Monteil, Kieran Monteil, Sasha Monteil, Sherlyn Monteil and Lynnette Dann.