An­drea Perez-Sobers

Se­nior Re­porter

an­drea.perez-sobers@guardian.co.tt

An­gos­tu­ra share­hold­er and mi­nor­i­ty share­hold­er ad­vo­cate Pe­ter Per­me­ll is urg­ing fel­low share­hold­ers to turn out in large num­bers for to­day’s an­nu­al meet­ing and vote against the re-elec­tion of di­rec­tor Jen­nifer Fred­er­ick, while putting the com­pa­ny’s near­ly $1 bil­lion claim against CL Fi­nan­cial back un­der the spot­light.

Per­me­ll said he in­tend­ed to raise what he de­scribed as “a very crit­i­cal is­sue of mu­tu­al im­por­tance” con­cern­ing the ac­tions of a par­tic­u­lar di­rec­tor and how they re­lat­ed to An­gos­tu­ra’s in­abil­i­ty to re­cov­er the ap­prox­i­mate­ly $984 mil­lion owed by CL Fi­nan­cial be­fore it was placed in­to liq­ui­da­tion.

He main­tained that, giv­en what had been al­leged, the di­rec­tor should have re­signed last year and ar­gued that she still had the op­tion of with­draw­ing her nom­i­na­tion rather than fac­ing re­jec­tion at the meet­ing.

“As I in­di­cat­ed pre­vi­ous­ly, giv­en what is be­ing al­leged, this di­rec­tor should have done the ho­n­ourable thing and re­signed forth­with since last year,” Per­me­ll said.

Fred­er­ick de­clined to com­ment when con­tact­ed by Guardian Me­dia, cit­ing ad­vice from her le­gal coun­sel.

The $984 mil­lion claim is the sub­ject of High Court pro­ceed­ings, Claim No. CV2017-02536, af­ter CL Fi­nan­cial liq­uida­tor Mark By­ers re­ject­ed An­gos­tu­ra’s proof of debt claim.

The share­hold­er con­cerns sur­round­ing Fred­er­ick al­so re­late to her nom­i­na­tion to the An­gos­tu­ra board by Rumpro Com­pa­ny, which a draft share­hold­er com­mu­ni­ca­tion de­scribed as ul­ti­mate­ly con­trolled by CL Fi­nan­cial.

A sec­ond An­gos­tu­ra share­hold­er, Pe­ter Moralles, yes­ter­day raised sep­a­rate con­cerns about the his­to­ry of the $984 mil­lion claim, the treat­ment of mi­nor­i­ty share­hold­ers and the ac­tions of the CL Fi­nan­cial liq­uida­tor.

Moralles not­ed that he was one of the first fi­nan­cial per­sons to bring the mat­ter in writ­ing to the at­ten­tion of the press, the pub­lic, au­thor­i­ties and An­gos­tu­ra’s mi­nor­i­ty share­hold­ers.

He traced his con­cerns to an en­try in an An­gos­tu­ra an­nu­al re­port re­lat­ing to the $984 mil­lion with­draw­al.

Moralles claimed the re­port dis­closed that for­mer CL Fi­nan­cial chair­man Lawrence Duprey had “sud­den­ly and qui­et­ly whisked away al­most $1 bil­lion of An­gos­tu­ra’s prof­it funds” ac­cu­mu­lat­ed over ten years.

He al­so crit­i­cised the man­ner in which the dis­clo­sure ap­peared in the fi­nan­cial re­port.

“This was al­so an al­most un­seen com­ment hid­den away on the an­nu­al re­port’s last page with just a few words,” Moralles wrote.

His con­cerns were root­ed in the treat­ment of div­i­dends fol­low­ing CL Fi­nan­cial’s ac­qui­si­tion of ma­jor­i­ty con­trol of An­gos­tu­ra.

Moralles said mi­nor­i­ty share­hold­ers had re­ceived no div­i­dends for the first ten years or more, while the ex­pla­na­tion giv­en over the years was that prof­its were be­ing re­tained to fund fu­ture in­vest­ments and over­seas ex­pan­sion.

“Af­ter CLF ac­quired ma­jor­i­ty con­trol of An­gos­tu­ra, no div­i­dends were paid for the first ten years or more, and Duprey’s com­ments were the same every year,” Moralles wrote.

He said the stat­ed ra­tio­nale had been that with­hold­ing div­i­dends would fa­cil­i­tate greater in­vest­ment and ex­pan­sion abroad aimed at in­creas­ing share­hold­er val­ue.

Moralles ques­tioned how, af­ter years of re­tained prof­its and no div­i­dends for mi­nor­i­ty share­hold­ers, al­most $984 mil­lion was sub­se­quent­ly with­drawn.

“Then $984 mil­lion was sud­den­ly with­drawn with lit­tle ex­pla­na­tion or sat­is­fac­tion for mi­nori­ties who were de­prived of div­i­dends for ten years,” he wrote.

The is­sue al­so led Moralles to ques­tion cor­po­rate gov­er­nance pro­tec­tions for mi­nor­i­ty share­hold­ers in T&T.

Draw­ing on his fa­mil­iar­i­ty with US law dur­ing the 1990s, he con­trast­ed the lo­cal frame­work with the treat­ment of cor­po­rate prof­its in the Unit­ed States.

He ar­gued that com­pa­nies in the Unit­ed States could al­so be re­quired to ob­tain reg­u­la­to­ry ap­proval from the Se­cu­ri­ties and Ex­change Com­mis­sion for jus­ti­fied re­ten­tion of prof­its.

“Un­for­tu­nate­ly, this does not ap­ply in this coun­try. Why? I ask,” Moralles wrote.

Moralles said his con­cerns ex­tend­ed be­yond An­gos­tu­ra.

He re­ferred to an­oth­er un­named  T&T Stock Ex­change-list­ed com­pa­ny where, he claimed, a fam­i­ly had ac­quired ma­jor­i­ty con­trol and mi­nor­i­ty share­hold­ers had re­ceived no div­i­dends from sub­stan­tial prof­its for more than 20 years.

He ques­tioned why what he re­gard­ed as se­ri­ous dis­re­gard for mi­nor­i­ty share­hold­ers had not at­tract­ed greater reg­u­la­to­ry at­ten­tion.

Re­turn­ing to An­gos­tu­ra, Moralles fo­cused on the dis­pute over whether the $984 mil­lion re­ceiv­able was a le­git­i­mate debt.

He point­ed to the ex­is­tence of a let­ter from Cli­co ac­knowl­edg­ing the debt and said the mat­ter had al­so been ex­plained at an An­gos­tu­ra an­nu­al meet­ing by a for­mer chair­man of the board.

For Moralles, those cir­cum­stances made the po­si­tion at­trib­uted to the UK liq­uida­tor dif­fi­cult to ac­cept.

He claimed the liq­uida­tor had in­formed mi­nor­i­ty and oth­er share­hold­ers, in­clud­ing the Na­tion­al In­sur­ance Board and Unit Trust Cor­po­ra­tion, that he did not ac­cept An­gos­tu­ra re­ceiv­able as a le­git­i­mate debt.

Moralles fur­ther claimed the liq­uida­tor had in­di­cat­ed that the debt would most like­ly re­main un­set­tled if he were al­lowed to pro­ceed with that po­si­tion.

“It is dif­fi­cult to ac­cept that, giv­en the ex­is­tence of a let­ter from Cli­co ac­knowl­edg­ing the debt, which was ex­plained at an An­gos­tu­ra an­nu­al meet­ing by a for­mer Chair­man of the Board and which debt is a fact,” Moralles wrote.

He de­scribed the sit­u­a­tion as “out­ra­geous” and called on An­gos­tu­ra share­hold­ers to protest and push for the re­moval of the liq­uida­tor and his present board nom­i­nee, whom Moralles claimed was frus­trat­ing a so­lu­tion on the liq­uida­tor’s be­half.

Moralles al­so crit­i­cised the length of time the mat­ter had re­mained un­re­solved.