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Judge rules for TCL’s majority shareholders

Tuesday, August 19, 2014

High Court judge Nadia Kangaloo yesterday dismissed an application for an injunction by Trinidad Cement Limited (TCL),  paving the way for the holding of today’s special (compulsory) meeting of shareholders to remove six of the cement company’s directors and elect seven new directors. The judge also declined the request by TCL’s attorney to grant the company an Erinford injunction, which would have stayed her order pending the hearing of an appeal.

In the 16-page written judgment delivered following more than five hours of hearings on Friday, the judge said she was refusing to grant the Erinford injunction “given that to do so would be to prolong the hardship suffered by the shareholders of TCL and its majority in particular in being shut out from having their rightful say in the business and affairs of the company.” At 3.53 yesterday afternoon, an official at the Court of Appeal Registry told the Guardian that TCL’s notice of appeal of the Kangaloo judgment was “now being processed.” The appeal is expected to be heard this morning. 

The TCL shareholders who are seeking to hold today’s special (compulsory) meeting own a 54.7 per cent stake in the company and have solicited additional proxies that take them above 66 per cent of the company. Today’s meeting is being called by the majority of TCL’s shareholders following the refusal of the company’s directors to call a compulsory meeting after they received a requisition to do so on June 24.

Section 133 of the Companies Act allows holders of not less than five  per cent of the issued shares of a company to call their own meeting for the purpose stated in a requisition. Attorneys representing TCL had argued that to call a section 133 meeting at this time would be a contempt of court because a matter involving the holding of the company’s annual meeting is before the courts. 


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