Ear­ly last Sun­day af­ter­noon, I re­ceived the fol­low­ing mes­sage by What­sApp:

“Vin­cent Pereira has an­nounced his re­tire­ment/res­ig­na­tion from Re­pub­lic Fi­nan­cial Hold­ings (RFHL). I have known him for decades, and he has said that he is sell­ing all his shares in the bank, and I should do the same. I am go­ing to fol­low his ad­vice; he has nev­er guid­ed me wrong. This is all be­cause of gov­ern­ment in­ter­fer­ence in a very, very suc­cess­ful BANK.

“Robert Ri­ley and Ja­son Mootoo SC have al­so re­signed from the RFHL board. Share­hold­ers have lost val­ue since the shares are down main­ly be­cause of the gov­ern­ment’s plan to have RFHL ab­sorbed by FCB. Take Mr Pereira’s ad­vice in­vestors; I know some pow­er­ful in­vestors have al­ready start­ed pulling out.”

I sent that mes­sage to Mr Pereira, ask­ing him whether it was fake news or if some­one had breached his con­fi­dence. Mr Pereira read my mes­sage, but he did not re­spond.

I re­ceived the What­sApp from some­one who asked me sim­ply, “Is this true?”

Fol­low­ing is my ini­tial re­sponse to that per­son on Sun­day af­ter­noon.

“There is some truth to it.

“As I re­port­ed on Sat­ur­day, Mr Pereira is 70, which I am told is the re­tire­ment age for RFHL di­rec­tors.

“Mr Pereira owns 14,991 shares in his own name worth $1.54 mil­lion. That is less than 0.1 per cent of RFHL’s is­sued share cap­i­tal.

“I DO NOT con­sid­er a share­hold­er vot­ing its ma­jor­i­ty stake in a pub­lic com­pa­ny to en­able a ma­jor­i­ty of di­rec­tors to be “in­ter­fer­ence” in that com­pa­ny.

“I was told that two more di­rec­tors are go­ing to re­sign from the board short­ly. Be­cause my source did not name the re­sign­ing di­rec­tors, I did not re­port that in my sto­ry on Fri­day.

“I doubt that the Gov­ern­ment plans to have RFHL ab­sorbed by FCB. I do not think the Cen­tral Bank, even un­der Mr Howai, would al­low that.

“I al­so do not think ‘some pow­er­ful in­vestors’ have al­ready start­ed pulling out of RFHL. From rec­ol­lec­tion, there has on­ly been one large trans­ac­tion in RFHL shares since April 28, 2025.”

These are the main take­away points from this mes­sage:

1) That Mr Pereira has an­nounced his re­tire­ment as the chair­man of RFHL;

2)

I do not know Vin­cent Pereira per­son­al­ly. I may have met him twice dur­ing my 35-year ca­reer as a jour­nal­ist. But I know peo­ple who know Mr Pereira well and who have at­test­ed to his pro­bity, in­tel­li­gence and in­tegri­ty.

On re­flec­tion, I am ab­solute­ly cer­tain that Mr Pereira did not tell any­one—and that in­cludes his wife, sib­lings, his best friend from pri­ma­ry school or his dog—that he is sell­ing all his shares in the bank and that the writer should al­so sell all of his RFHL shares.

I am cer­tain that Mr Pereira did not tell any­one that he is sell­ing his RFHL shares, be­cause to have done so is il­le­gal and could re­sult in him pay­ing mil­lions of dol­lars in fines and spend­ing the rest of his life in prison.

T&T has a Se­cu­ri­ties Act, which makes in­sid­er trad­ing and mar­ket ma­nip­u­la­tion il­le­gal of­fences.

Sec­tion 100 of the 2012 Se­cu­ri­ties Act stip­u­lates: “No per­son con­nect­ed to a re­port­ing is­suer shall, di­rect­ly or in­di­rect­ly, buy, sell, or oth­er­wise trade in any se­cu­ri­ties of such re­port­ing is­suer, on a se­cu­ri­ties mar­ket, dur­ing any time that such per­son has knowl­edge or pos­ses­sion of ma­te­r­i­al non-pub­lic in­for­ma­tion, how­ev­er ob­tained, un­til such in­for­ma­tion has been pub­lished.”

Sec­tion 101 of the Act states: “A per­son con­nect­ed to a re­port­ing is­suer shall not, di­rect­ly or in­di­rect­ly, com­mu­ni­cate or oth­er­wise dis­close any ma­te­r­i­al non-pub­lic in­for­ma­tion to any per­son un­til such in­for­ma­tion has been pub­lished, un­less in the nec­es­sary course of busi­ness.”

And at sec­tion 102 the Act out­lines: “A per­son who con­tra­venes sec­tion 100 or 101 com­mits an of­fence and is li­able on sum­ma­ry con­vic­tion to a fine of $10 mil­lion and to im­pris­on­ment for 10 years.”

Sec­tions 100 and 101 of T&T’s Se­cu­ri­ties Act treats with the is­sue of in­sid­er trad­ing or the “pro­hi­bi­tion on use of ma­te­r­i­al non-pub­lic in­for­ma­tion.”

Ac­cord­ing to the Act, ma­te­r­i­al non-pub­lic in­for­ma­tion means, in re­la­tion to se­cu­ri­ties of a re­port­ing is­suer, any ma­te­r­i­al fact or ma­te­r­i­al change that has not been pub­lished.

The Act de­fines a ma­te­r­i­al fact when used in re­la­tion to the af­fairs of an is­suer or its se­cu­ri­ties as “a fact or a se­ries of facts, the dis­clo­sure of which would be con­sid­ered im­por­tant to a rea­son­able in­vestor in mak­ing an in­vest­ment de­ci­sion.”

A ma­te­r­i­al change means “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 and in­cludes a de­ci­sion to im­ple­ment such a change made by the di­rec­tors of the is­suer or oth­er per­sons act­ing in a sim­i­lar ca­pac­i­ty.”

The re­tire­ment of the chair­man of a pub­licly list­ed com­pa­ny is a ma­te­r­i­al change as that would be “con­sid­ered im­por­tant to a rea­son­able in­vestor in mak­ing an in­vest­ment de­ci­sion.” The sale of shares in a pub­licly list­ed by the di­rec­tor of that com­pa­ny is al­so a ma­te­r­i­al fact that must be pub­lished.”

Since RFHL has not made pub­lic the fact that Mr Pereira is re­tir­ing from the bank, his re­tire­ment is ma­te­r­i­al non-pub­lic in­for­ma­tion. For him to even con­firm to any­one that he is re­tir­ing is a breach of sec­tion 101 of the Act.

On the is­sue of mar­ket ma­nip­u­la­tion, the Se­cu­ri­ties Act a sec­tion 92 (b) states that “no per­son shall en­ter in­to or car­ry out, di­rect­ly or in­di­rect­ly, any fic­ti­tious or ar­ti­fi­cial trans­ac­tion or de­vice, with the in­ten­tion that, or be­ing reck­less as to whether, such trans­ac­tion has, or is like­ly to have, the ef­fect of main­tain­ing, in­creas­ing, re­duc­ing, sta­bil­is­ing, or caus­ing fluc­tu­a­tions in the price of se­cu­ri­ties trad­ed on a se­cu­ri­ties mar­ket.”

A per­son who con­tra­venes sec­tion 92 of the Act “com­mits an of­fence and is li­able on sum­ma­ry con­vic­tion to a fine of $2 mil­lion and im­pris­on­ment for five years.”

So, I would imag­ine that hav­ing spent many years at the apex of cor­po­rate life in T&T—Mr Pereira was ap­point­ed as the chair­man of At­lantic LNG as at Oc­to­ber 1, 2024 and pre­vi­ous­ly served as the pres­i­dent of BHP T&T—that he knows that pre­ma­ture dis­clo­sure of ma­te­r­i­al non-pub­lic in­for­ma­tion is ab­solute­ly for­bid­den by the rules of mod­ern se­cu­ri­ties trad­ing.

Would he risk his rep­u­ta­tion to sat­is­fy the vic­ar­i­ous de­sire by some­one who claims to be his friend for in­sid­er in­for­ma­tion on RFHL?

Very doubt­ful, in my view.

FCB ab­sorb­ing Re­pub­lic

I al­so think that the no­tion that FCB could ab­sorb RFHL is ridicu­lous, as that would mean the Gov­ern­ment hav­ing to find about $8.5 bil­lion to buy the shares of the mi­nor­i­ty own­ers of Re­pub­lic Bank­plan is to have RFHL ab­sorbed by the First Cit­i­zens Group (FCB).

It is al­so not on, in my view, that the Cen­tral Bank would al­low Re­pub­lic Bank to ab­sorb FCB. That’s be­cause RFHL and FCB are this coun­try’s two largest fi­nan­cial in­sti­tu­tions by as­sets. Bring­ing them to­geth­er would mean cre­at­ing a fi­nan­cial ser­vices com­pa­ny that is ‘too big to fail.’.

In­vestors sell­ing RFHL

The Sun­day What­sApp mes­sen­ger in­di­cat­ed that “some pow­er­ful in­vestors have al­ready start­ed to sell their shares in the com­pa­ny.” If by pow­er­ful the writer means large, there is no ev­i­dence of large trades tak­ing place in RFHL shares since the elec­tion of the ad­min­is­tra­tion.

Here is a list of the largest trades in RFHL since April 28, 2025

Date*Num­ber*Price*Con­sid­er­a­tion

Nov 5*101,730*$105.61*$10.74M

Oct 10*201,286*$107*$21.53M

Sept 8*83,237*$106.89*$8.89M

Ju­ly 11*230,680*$112*$25.85M

Ju­ly 10*158,441*$111.92*$17.73M

June 25*102,339*$112.09*$11.47M

May 15*83,506*$112,07*$9.35M

My cal­cu­la­tion is that there were sev­en large trades in RFHL shares since the gen­er­al elec­tion at the end of April and that the to­tal num­ber of shares trad­ed amount­ed to 961,219.

As RFHL’s is­sued share cap­i­tal to­tals 163,839,311, the num­ber of shares trad­ed in what is like­ly to be large trans­ac­tions amounts to 0.58 per cent of the fi­nan­cial hold­ing com­pa­ny’s is­sued share cap­i­tal.

Fact or fic­tion

The on­ly rea­son­able con­clu­sion for any­one who read that What­sApp mes­sage to come to is that it was fake, con­coct­ed to desta­bilise the share price of what is this re­gion’s largest fi­nan­cial ser­vices com­pa­ny.

Who stands to gain from such mis­chief?

No one, as every­one in T&T has an in­ter­est in the con­tin­ued suc­cess of RFHL, giv­en the com­pa­ny’s out­sized im­por­tance in the in­vest­ment port­fo­lio of the Na­tion­al In­sur­ance Board. As the own­er of 30,811,955 RFHL shares, every $1 that the bank de­clines means a de­cline in the val­ue of the NIB by about $31 mil­lion.

If the val­ue of RFHL is hurt, the abil­i­ty of the NIB to con­tin­ue pay­ing re­tire­ment ben­e­fits would be jeop­ar­dised.

Dis­clo­sure: The au­thor of this com­men­tary is one of tens of thou­sands of small hold­ers of RFHL shares