At the close of trad­ing on the Trinidad and To­ba­go Stock Ex­change on Tues­day, the TTNGL share price was $8.52, in­di­cat­ing that the val­ue of the pub­licly list­ed, ma­jor­i­ty state-owned/con­trolled in­vest­ment hold­ing com­pa­ny had more than tripled from its price of $2.64 at the start of 2026.

To put that in con­text, a share­hold­er who owned 20,000 TTNGL shares on Jan­u­ary 1, 2026, would have had an in­vest­ment worth $52,800. On April 28, the TTNGL share­hold­ers’ in­vest­ment was worth $170,400, rep­re­sent­ing a 222.72 per cent in­crease in less than four months.

In ad­di­tion to the more than tripling of the val­ue of the in­vest­ment in TTNGL, on May 13, the share­hold­er is due to re­ceive a di­rect de­posit of $20,000 as the com­pa­ny’s board de­clared a spe­cial div­i­dend of $1 per share. The TTNGL div­i­dend would be the first re­ceived by the share­hold­ers of the com­pa­ny since 2022.

The div­i­dend of $1 per share means the own­er of the 20,000 TTNGL shares , who start­ed the year with an in­vest­ment worth $52,800, would now have to­tal val­ue $190,400, a prof­it of $137,600.

That achieve­ment was pos­si­ble be­cause the four-mem­ber board of TTNGL—com­pris­ing chair­man Ger­ald Ramdeen and di­rec­tors Ram­per­sad Moti­lal, Judy Kalloo and Ash­meer Mo­hamed—took the same le­gal and fi­nan­cial ad­vice that was avail­able to the pre­vi­ous board, which was chaired by Dr Joseph Ish­mael Khan with di­rec­tors Do­minic Ram­per­sad, Howard Dot­tin, Roger Roach and Ash­meer Mo­hamed.

From doc­u­ments pro­vid­ed by Mr Ramdeen at a news con­fer­ence at the end of March, that ad­vice would have in­clud­ed a let­ter dat­ed Sep­tem­ber 12, 2023, from the law firm of John­son, Ca­ma­cho & Singh, pro­vid­ed by part­ner Or­risha Ma­hara­jh to Shel­don Sylvester, who was then the chief fi­nan­cial of­fi­cer of TTNGL. He is now the pres­i­dent of the com­pa­ny.

Mr Sylvester would have com­mu­ni­cat­ed to the law firm that TTNGL want­ed to de­clare a div­i­dend at its Oc­to­ber 12, 2023, an­nu­al meet­ing and was seek­ing the law firm’s ad­vice on how that could be achieved.

The at­tor­ney re­duced a tele­phone con­ver­sa­tion with Mr Sylvester on Au­gust 23, 2023, to two ques­tions:

• What are the in­stances in which a div­i­dend can be de­clared and paid?

• What is re­quired to re­duce the stat­ed cap­i­tal ac­count of Trinidad and To­ba­go NGL?

Ba­si­cal­ly, Ms Ma­hara­jh’s ad­vice was that TTNGL could not pay a div­i­dend at that time be­cause the net re­al­is­able val­ue of the com­pa­ny’s as­sets was less than the ag­gre­gate of its li­a­bil­i­ties and stat­ed cap­i­tal. As a re­sult, TTNGL could not sat­is­fy the sol­ven­cy test as out­lined in sec­tion 54 of the Com­pa­nies Act.

“Once the re­duc­tion of the stat­ed cap­i­tal is ap­proved by a spe­cial res­o­lu­tion of the share­hold­ers at the an­nu­al meet­ing of TTNGL, and TTNGL is there­after able to sat­is­fy the sol­ven­cy test pur­suant to sec­tion 48 (3) of the Com­pa­nies Act, TTNGL should be able to pro­ceed with the re­duc­tion of the stat­ed cap­i­tal,” ac­cord­ing to Ms Ma­hara­jh’s ad­vice.

That ad­vice was first pro­vid­ed to the board of TTNGL ap­point­ed by the pre­vi­ous Peo­ple’s Na­tion­al Move­ment (PNM) ad­min­is­tra­tion.

The for­mer chair­man of TTNGL, Dr Joseph Khan, al­so wrote to for­mer min­is­ter of en­er­gy Stu­art Young on No­vem­ber 29, 2024, ad­vis­ing of an­oth­er pro­posed rem­e­dy that would have al­lowed the com­pa­ny to re­sume the pay­ment of div­i­dends to its share­hold­ers.

Dr Khan told Mr Young that John­son, Ca­ma­cho & Singh had un­der­tak­en a “de­tailed ex­am­i­na­tion of the ap­plic­a­ble laws and, com­ing out of the re­view, a pre­ferred op­tion has been iden­ti­fied, agreed with man­age­ment and en­dorsed by the board.”

That pre­ferred op­tion was for the wind­ing up of TTNGL and the cre­ation of Phoenix Park Gas Proces­sors Ltd (PPG­PL) as the pub­licly list­ed com­pa­ny, with TTNGL’s shares in PPG­PL be­ing dis­trib­uted pro ra­ta to the pro­por­tion that each share­hold­er owned in TTNGL.

“Once the shares in PPG­PL are dis­trib­uted in specie to the share­hold­ers, the share­hold­ers of TTNGL will ef­fec­tive­ly be­come the di­rect share­hold­ers of PPG­PL own­ing pro ra­ta the 39 per cent Class B shares in PPG­PL,” Dr Khan ad­vised Mr Young.

The for­mer chair­man of TTNGL out­lined that the com­pa­ny wrote to the Min­istry of En­er­gy “with a view to se­cur­ing align­ment on the pro­posed ap­proach and es­ca­la­tion to Cor­po­ra­tion Sole,” who was the then min­is­ter of fi­nance, Colm Im­bert.

In short, the pre­vi­ous PNM ad­min­is­tra­tion had at least two op­tions that would have al­lowed it to re­sume the pay­ment of div­i­dends to TTNGL share­hold­ers: re­duce TTNGL’s stat­ed cap­i­tal and swap shares in TTNGL for shares in PPG­PL.

A source close to that process told this col­umn that the sec­ond pre­ferred op­tion had the sup­port in prin­ci­ple of Mr Young, as the line min­is­ter, and that the pre­ferred op­tion was sub­mit­ted to Cor­po­ra­tion Sole. That source in­di­cat­ed that the pro­pos­al to re­turn val­ue to share­hold­ers of TTNGL lan­guished at the Min­istry of Fi­nance, as there was no re­sponse, ei­ther af­fir­ma­tive or neg­a­tive.

As a re­sult, the pre­vi­ous TTNGL board could not pro­ceed with ei­ther pro­pos­al.

Asked about the first op­tion of re­duc­ing TTNGL’s share cap­i­tal, the source said there were some go­ing-con­cern is­sues about re­duc­ing the com­pa­ny’s share cap­i­tal and from an ac­count­ing stand­point, the pre­vi­ous board did not want to erode the com­pa­ny’s share cap­i­tal.

When the is­sue of the in­creased val­ue for the TTNGL share­hold­ers was raised with a cor­re­spon­dent on Mon­day, he wrote, “I think the ab­sorp­tion of the re­duc­tion of cap­i­tal mak­ing way for div­i­dend pay­ment was bril­liant since there’s no di­rect cash hit on Trea­sury. Of course, from an eco­nom­ic point, it has cost the coun­try. Fun­da­men­tal­ly, it’s not a prop­er busi­ness move, but the im­pact is hid­den be­cause of cash ac­count­ing by the State.”

My re­sponse to the cor­re­spon­dent was “I do not see how the re­duc­tion of cap­i­tal to fa­cil­i­tate div­i­dend pay­ment is “not a prop­er busi­ness move,” as TTNGL is an in­vest­ment hold­ing com­pa­ny, whose sole pur­pose is to al­low na­tion­als to par­tic­i­pate in own­ing a prof­itable, lo­cal en­er­gy com­pa­ny.”

Speak­ing on this is­sue in Par­lia­ment on April 10, Prime Min­is­ter Kam­la Per­sad-Bisses­sar said, “Un­der the last ad­min­is­tra­tion, the share price col­lapsed from $30.50 to $2.40 per share. Un­der the PNM’s watch, the TTNGL share­hold­ers lost 89 per cent of the val­ue of their in­vest­ments.

“The ex­pec­ta­tions of these in­no­cent share­hold­ers and in­sti­tu­tion­al in­vestors were dis­ap­point­ed. Un­der the PNM ad­min­is­tra­tion’s mis­man­age­ment of the com­pa­ny, the in­vest­ment of 11,500 share­hold­ers crum­bled and was erod­ed to the point of al­most noth­ing,” said the Prime Min­is­ter.

She said the new board of TTNGL took steps to se­cure the in­vest­ment of its share­hold­ers.

“Dur­ing the short time since the new board was ap­point­ed, the mar­ket has re­flect­ed con­fi­dence in the new lead­er­ship of TTNGL be­cause of their skill, qual­i­fi­ca­tions and ex­pe­ri­ence, cou­pled with the good de­ci­sions they have made,” Mrs Per­sad-Bisses­sar said, re­fer­ring to the in­crease in the share price of the com­pa­ny.

What do the di­rec­tors of the pre­vi­ous board and the for­mer min­is­ters of the pre­vi­ous ad­min­is­tra­tion have to say about this is­sue?

Dis­clo­sure: The au­thor of this com­men­tary holds 100 shares in TTNGL.