The Na­tion­al Gas Com­pa­ny of T&T (NGC) has for a long time been T&T’s largest and most prof­itable com­pa­ny, op­er­at­ing as a key play­er in the coun­try’s en­er­gy sec­tor, its pri­ma­ry con­trib­u­tor to tax rev­enues and for­eign ex­change earn­ings.

Last week, it was re­port­ed that the whol­ly State-owned NGC was seek­ing to im­pose in­creas­es in the price of nat­ur­al gas to T&T’s light man­u­fac­tur­ing, in­dus­tri­al and com­mer­cial en­ter­pris­es (LICs) by close to 80 per cent—from US$3 to US$5.30 per MMB­tu—as it seeks to im­pose con­trac­tu­al arrange­ments with those com­pa­nies by the end of this month, ef­fec­tive­ly by Fri­day.

In re­sponse to the grow­ing crit­i­cism of the move, NGC chair­man Ger­ald Ramdeen de­fend­ed the de­ci­sion on two grounds:

* That the LICs re­ceived high­ly sub­sidised nat­ur­al gas from the NGC for more than a decade; and

* The gas be­ing sold to the LIC’s is be­low NGC’s cost of ac­qui­si­tion.

The sec­ond ar­gu­ment de­serves close at­ten­tion.

The NGC has not in­formed the coun­try of its av­er­age cost of ac­quir­ing nat­ur­al gas. In oth­er words, while non-dis­clo­sure agree­ments may pre­vent the com­pa­ny from dis­clos­ing the cost of nat­ur­al gas from bpTT or Shell, noth­ing pre­vents the com­pa­ny from re­veal­ing the AV­ER­AGE price it pays to ac­quire the com­mod­i­ty and pro­vid­ing that in­for­ma­tion for the last 10 years.

Noth­ing pre­vents the com­pa­ny from dis­clos­ing its non-gas-ac­qui­si­tion costs—such as the cost to main­tain its pipeline net­work and the com­pen­sa­tion of staff— and the prof­it mar­gin the com­pa­ny ex­pects to gen­er­ate.

The fact is that NGC’s last au­dit­ed fi­nan­cial state­ments were is­sued for its 2023 fi­nan­cial year. And its last quar­ter­ly unau­dit­ed fi­nan­cial re­sults were is­sued for the quar­ter end­ing Sep­tem­ber 30, 2024.

How can a com­pa­ny that gen­er­at­ed rev­enue of $19 bil­lion (US$2.8 bil­lion) in 2023, its last au­dit, not be up to date with its fi­nan­cials?

Mo­nop­oly pow­er?

Ac­cord­ing to NGC’s own web­site, its core busi­ness is the ag­gre­ga­tion, pur­chase, sale, trans­porta­tion and dis­tri­b­u­tion of nat­ur­al gas in Trinidad and To­ba­go.

“The com­pa­ny owns, main­tains, and op­er­ates most of Trinidad and To­ba­go’s gas pipeline net­work of over 1,000 kilo­me­tres, both off­shore and on­shore. The ca­pac­i­ty of the net­work is 4.4 bil­lion stan­dard cu­bic feet per day (Bcf/d), sup­ply­ing pow­er gen­er­a­tion, world-scale petro­chem­i­cal plants and a wide range of non-petro­chem­i­cal light man­u­fac­tur­ing, in­dus­tri­al and com­mer­cial en­ter­pris­es.”

By virtue of its own­er­ship of the en­tire on­shore nat­ur­al gas pipeline net­work, NGC cur­rent­ly main­tains a mo­nop­oly over the pur­chase of nat­ur­al gas from the up­stream pro­duc­ers such as bpTT, Shell, EOG Re­sources and Peren­co.

The ex­cep­tion to NGC’s sta­tus as the on­ly en­ti­ty au­tho­rised to pur­chase nat­ur­al gas from up­stream pro­duc­ers was a di­rect-sup­ply arrange­ment that bpTT had with the At­las methanol plant that last­ed from the plant’s start­up in 2004 un­til Jan­u­ary 2021, when the multi­na­tion­al com­pa­ny sold its 36.9 per cent stake.

NGC al­so holds a mo­nop­oly over the sale of nat­ur­al gas to its do­mes­tic cus­tomers, in­clud­ing pow­er plants, petro­chem­i­cal com­pa­nies and the firms in T&T’s light in­dus­tri­al and com­mer­cial (LIC) sec­tor.

In oth­er words, if Trinidad Ce­ment Ltd, Bermudez or As­so­ci­at­ed Brands In­dus­tries want to con­tin­ue us­ing nat­ur­al gas to pow­er their op­er­a­tions, those com­pa­nies have no al­ter­na­tive but to agree to NGC’s ex­tor­tion­ate price pro­pos­als.

But mon­polies, nat­ur­al or man­made, can­not be capri­cious in de­cid­ing what price they sell to their cus­tomers, es­pe­cial­ly if the mo­nop­oly is a mer­chant, buy­ing whole­sale and sell­ing re­tail.

T&T’s Fair Trad­ing Act (FTA) de­fines mo­nop­oly pow­er as fol­lows: “An en­ter­prise has mo­nop­oly pow­er in a mar­ket,

if...it oc­cu­pies such a po­si­tion of eco­nom­ic strength as will en­able it to op­er­ate in the mar­ket with­out ef­fec­tive con­straints from its com­peti­tors or po­ten­tial com­peti­tors.”

In my view, there is no doubt that the NGC has mo­nop­oly pow­er over the pur­chase and sale of nat­ur­al gas in T&T.

The act states, “An en­ter­prise which has mo­nop­oly pow­er abus­es that pow­er if it im­pedes the main­te­nance or de­vel­op­ment of ef­fec­tive com­pe­ti­tion in a par­tic­u­lar mar­ket.”

Ac­cord­ing to sec­tion 21 of the FTA, an en­ter­prise abus­es mo­nop­oly pow­er if it:

...(d) di­rect­ly or in­di­rect­ly im­pos­es un­fair pur­chase or sell­ing prices;

(f) makes the con­clu­sion of agree­ments sub­ject to ac­cep­tance by oth­er par­ties of sup­ple­men­tary oblig­a­tions which by their na­ture, or ac­cord­ing to com­mer­cial us­age, have no con­nec­tion with the sub­ject of such agree­ments.”

In my view, there is no doubt that in­creas­ing the price of nat­ur­al gas to the LICs by close to 80 per cent is “un­fair.”

At sec­tion 21 (3), the FTA states, “An en­ter­prise shall not be treat­ed as abus­ing mo­nop­oly pow­er, (a) if it is shown that—

(i) its be­hav­iour was ex­clu­sive­ly di­rect­ed to im­prov­ing the pro­duc­tion or dis­tri­b­u­tion of goods or to pro­mot­ing tech­ni­cal or

eco­nom­ic progress; and

(ii) con­sumers were al­lowed a fair share of the re­sult­ing ben­e­fits...;

Can NGC show that its in­crease in nat­ur­al gas prices was “ex­clu­sive­ly di­rect­ed to im­prov­ing the pro­duc­tion or dis­tri­b­u­tion of goods or to pro­mot­ing tech­ni­cal or eco­nom­ic progress?”

The FTA gives the Fair Trad­ing Com­mis­sion the right to “in­ves­ti­gate on its own ini­tia­tive or at the re­quest of any per­son ad­verse­ly af­fect­ed and take such ac­tion as it con­sid­ers nec­es­sary with re­spect to the abuse of a mo­nop­oly pow­er by any en­ter­prise.”

One ex­pects Be­van Nar­i­nesingh, the ex­ec­u­tive di­rec­tor of the Fair Trad­ing Com­mis­sion to take note.

Ma­te­r­i­al dis­clo­sure

The Se­cu­ri­ties Act de­fines a ma­te­r­i­al change “as a change in the busi­ness, op­er­a­tions, as­sets or own­er­ship of an is­suer, the dis­clo­sure of which would be con­sid­ered im­por­tant to a rea­son­able in­vestor in mak­ing an in­vest­ment de­ci­sion.”

There­fore, if it is true that NGC pro­pos­es to in­crease the price of nat­ur­al gas sold to its sub­sidiary Phoenix Park Gas Proces­sors Ltd (PPG­PL) by 38.66 per cent from US$3.75 per mil­lion btu (mmb­tu) to US$5.20 per mmb­tu, that is a ma­te­r­i­al change that should be dis­closed by TTNGL, which is a pub­licly list­ed com­pa­ny on the Trinidad and To­ba­go Stock Ex­change. TTNGL owns 39 per cent of PPG­PL.

It is al­so prob­lem­at­ic that the chair­man of the NGC is al­so the chair­man of PPG­PL and TTNGL.

Can Mr Ramdeen serve the in­ter­ests of the sole share­hold­er of PPG­PL, Cor­po­ra­tion Sole, while al­so serv­ing the in­ter­ests of TTNGL’s hun­dreds of share­hold­ers?

Sky­rock­et­ing share price

In the pe­ri­od De­cem­ber 31, 2025, to Jan­u­ary 27, 2026, the pub­licly list­ed stock, TTNGL, in­creased by 130.68 per cent, mov­ing from $2.64 at the start of the year to $6.09 on Tues­day.

The con­ven­tion­al wis­dom is that the TTNGL share price sky­rock­et­ed this month be­cause of the an­nounce­ment by the com­pa­ny that it was seek­ing the ap­proval of its share­hold­ers for a spe­cial res­o­lu­tion at its Feb­ru­ary 5, 2026 an­nu­al meet­ing.

The spe­cial res­o­lu­tion asks share­hold­ers to ap­prove the re­duc­tion of the com­pa­ny’s stat­ed cap­i­tal ac­count for all class­es of its shares by $2.2 bil­lion, pur­suant to sec­tion 48 (1) of the Com­pa­nies Act.

As TTNGL’s to­tal share cap­i­tal is cur­rent­ly $2.77 bil­lion, the re­duc­tion of its cap­i­tal by $2.20 bil­lion re­duces it to $572 mil­lion.

My un­der­stand­ing is that TTNGL is us­ing its cap­i­tal, which in­cludes its re­tained earn­ings, to elim­i­nate its es­ti­mat­ed ac­cu­mu­lat­ed deficit of $1.8 bil­lion as at De­cem­ber 31, 2025.

The com­pa­ny ac­cu­mu­lat­ed the es­ti­mat­ed deficit be­cause it was re­quired by ac­count­ing rules to write down (im­pair) the val­ue of its un­der­ly­ing as­set, Phoenix Park Gas Proces­sors.

“Over the past three years, TTNGL has been un­able to pay div­i­dends to its share­hold­ers, due to the com­pa­ny’s in­abil­i­ty to sat­is­fy the sol­ven­cy test pre­scribed un­der Sec­tion 54 of the Com­pa­nies Act of the laws of Trinidad and To­ba­go. In par­tic­u­lar, the net re­alised val­ue of TTNGL’s as­sets has been less than the ag­gre­gate of its li­a­bil­i­ties and stat­ed cap­i­tal of all class­es of shares.”

In oth­er words, by re­duc­ing the com­pa­ny’s cap­i­tal by $2.2 bil­lion, TTNGL elim­i­nates the es­ti­mat­ed ac­cu­mu­lat­ed deficit of $1.8 bil­lion and is able to sat­is­fy the sol­ven­cy test as pre­scribed un­der sec­tion 54 of the Com­pa­nies Act “there­by en­abling the Com­pa­ny to de­clare and pay div­i­dends pur­suant to Sec­tion 48(1) of the Com­pa­nies Act.” That is ac­cord­ing to a TTNGL let­ter to share­hold­ers, dat­ed Jan­u­ary 12, which was pub­lished as an ad­ver­tise­ment in the T&T Guardian on Jan­u­ary 15.

DIS­CLO­SURE: I pur­chased a block of TTNGL shares on Jan­u­ary 2 at $2.64 and sold that block on Jan­u­ary 22 at $4.20, book­ing a prof­it of 59.09 per cent. My shares in TTNGL were de­clared to my em­ploy­er, Guardian Me­dia Ltd, this month.