Last week Mon­day, mi­nor­i­ty share­hold­er ad­vo­cate, Pe­ter Per­me­ll, wrote to the com­pa­ny sec­re­tary of Pres­tige Hold­ings Ltd, tak­ing is­sue with the fail­ure and/or re­fusal of Agos­ti­ni Ltd to com­ply with takeover by­law 26 (2), which re­quires mi­nor­i­ty share­hold­ers of a com­pa­ny be­ing tak­en over to be giv­en cer­tain op­tions if the ac­quir­ing com­pa­ny goes be­yond 90 per cent.

Agos­ti­ni of­fi­cial­ly launched its takeover bid for Pres­tige Hold­ings on June 17, 2025, of­fer­ing share­hold­ers of Pres­tige an all-eq­ui­ty share swap to ac­quire 100 per cent of the restau­rant man­age­ment com­pa­ny. Pres­tige share­hold­ers were of­fered 1 Agos­ti­ni (AGL) share for every 4.8 Pres­tige shares they owned.

The orig­i­nal, ini­tial clos­ing dead­line for the of­fer was Ju­ly 21, 2025, but the of­fer on­ly closed on June 23, 2026 as a re­sult of de­lays in reg­u­la­to­ry ap­proval, in par­tic­u­lar, the length of time it took for the Gov­ern­ment to ap­point a board for the T&T Fair Trad­ing Com­mis­sion.

Per­me­ll, who is a share­hold­er of Pres­tige Hold­ings Ltd, took the de­ci­sion to go pub­lic with the is­sue be­cause to do oth­er­wise could al­so se­ri­ous fi­nan­cial con­se­quences for oth­er mi­nor­i­ty and dis­sent­ing share­hold­ers of Pres­tige.

Re: Con­cerns re­gard­ing the Fail­ure and/or Re­fusal of Agos­ti­ni Hold­ings Lim­it­ed as of­fer­or to com­ply with by­law 26 (2) of the Se­cu­ri­ties In­dus­try (Take-Over) By-Laws, 2005 (the By-Laws) in con­nec­tion with its of­fer and takeover bid made to Pres­tige Hold­ings Lim­it­ed Share­hold­ers on June 15, 2025

Fur­ther to our tele­phone con­ver­sa­tion of Fri­day, 24th Ju­ly 2026, I write to for­mal­ly ex­press my deep dis­ap­point­ment re­gard­ing the ap­par­ent non­cha­lant and lais­sez -faire oral re­sponse of Pres­tige Hold­ings Ltd (PHL) with re­spect to my se­ri­ous con­cerns that on 24th Ju­ly 2026, Agos­ti­ni Hold­ings Ltd (AGL) al­leged­ly failed to com­ply with or in oth­er words breached By-Law 26 (2) of the Se­cu­ri­ties In­dus­try (Take-Over) By-Laws, 2005 (the TakeOver By-Laws) in con­nec­tion with its Of­fer and Take-Over Bid made on 17th June 17, 2025.

I wish to re­it­er­ate that this is par­tic­u­lar­ly con­cern­ing in cir­cum­stances where AGL and PHL are both pub­licly list­ed com­pa­nies and share a com­mon chair­man and ma­jor­i­ty share­hold­er.

As pre­vi­ous­ly ex­plained to you, it is my un­der­stand­ing that pur­suant to By-Law 26. (1):

Where 90 per cent or more of a class of vot­ing or eq­ui­ty se­cu­ri­ties of the of­fer­ee is­suer are ac­quired by or on be­half of the of­fer­or, the of­fer­or’s af­fil­i­ates and the of­fer­or’s as­so­ciates, then the hold­er of any se­cu­ri­ties of that class not count­ed for the pur­pos­es of cal­cu­lat­ing such per­cent­age shall be en­ti­tled in ac­cor­dance with this sec­tion to re­quire the of­fer­or to ac­quire the hold­er’s se­cu­ri­ties of that class. (My em­pha­sis)

26 (2): Every of­fer­or, with­in 30 days af­ter it be­comes aware that se­cu­ri­ty hold­ers are en­ti­tled to re­quire it to ac­quire their se­cu­ri­ties un­der para­graph (1), shall send a writ­ten no­tice to each such se­cu­ri­ty hold­er that the se­cu­ri­ty hold­er may with­in 60 days af­ter the date of such no­tice re­quire the of­fer­or to ac­quire his, her or its se­cu­ri­ties.

Ad­di­tion­al­ly, for the avoid­ance of doubt, pur­suant to these Take-Over By-Laws, the de­f­i­n­i­tion of Of­fer­or and Take-Over Bid are as fol­lows:

Of­fer­or means a per­son who makes a take-over bid, an is­suer bid or an of­fer to ac­quire and, for the pur­pos­es of by-law 19, in­cludes a per­son who ac­quires a se­cu­ri­ty, whether or not by way of a take-over bid, is­suer bid or of­fer to ac­quire;

Takeover bid means an of­fer to ac­quire out­stand­ing vot­ing or eq­ui­ty se­cu­ri­ties of a class made to any se­cu­ri­ty hold­er of the of­fer­ee is­suer where the se­cu­ri­ties sub­ject to the of­fer to ac­quire, to­geth­er with the of­fer­or’s se­cu­ri­ties, con­sti­tute in the ag­gre­gate 30 per cent or more of the out­stand­ing se­cu­ri­ties of that class of se­cu­ri­ties at the date of the of­fer to ac­quire.

Need­less to state, the pre­ced­ing is self-ex­plana­to­ry and the in­con­tro­vert­ible ev­i­dence of the 90 per cent thresh­old be­ing crossed by the AGL’s is the pub­li­ca­tion of its no­tice dat­ed June 23 2026 which states in­ter alia: “At the close of the Bid Agos­ti­ni re­ceived shares valid­ly ten­dered pur­suant to the Bid rep­re­sent­ing ap­prox­i­mate­ly 96.8% of the is­sued and out­stand­ing shares of PHL.”

How­ev­er, it is note­wor­thy that up to the date and time of this cor­re­spon­dence, AGL has failed and/or re­fused to com­ply with the le­gal re­quire­ments of the said By-Law 26 (2).

In the cir­cum­stances, I wish to im­me­di­ate­ly draw your at­ten­tion to Sec­tion 99 of the Com­pa­nies Act, Chap. 81:01 which states in­ter alia as fol­lows:

99 (1) Every di­rec­tor and of­fi­cer of a com­pa­ny shall in ex­er­cis­ing his pow­ers and dis­charg­ing his du­ties-

(a) act hon­est­ly and in good faith with a view to the best in­ter­ests of the com­pa­ny; and

(b) ex­er­cise the care, dili­gence and skill that a rea­son­ably pru­dent per­son would ex­er­cise in com­pa­ra­ble cir­cum­stances.

Ac­cord­ing­ly, the di­rec­tors of PHL each owe du­ties of hon­esty, good faith, care and dili­gence to the com­pa­ny. These du­ties in­clude fair and eq­ui­table treat­ment of all its share­hold­ers, in­clud­ing its mi­nor­i­ty and dis­sent­ing share­hold­ers. In oth­er words, each di­rec­tor of PHL has a fidu­cia­ry re­spon­si­bil­i­ty to en­sure that all nec­es­sary steps are tak­en to not on­ly pro­tect their in­vest­ment in­ter­ests but so too their le­gal rights.

In this re­gard, I wish to re­spect­ful­ly re­quest that PHL pro­vide the fol­low­ing:

1. An of­fi­cial state­ment in­di­cat­ing the com­pa­ny’s po­si­tion con­cern­ing the al­leged fail­ure and/or re­fusal of AGL to com­ply with By-Law 26(2) of the Se­cu­ri­ties In­dus­try (TakeOver) By-Laws, 2005;

2. An ex­pla­na­tion of how PHL ar­rived at this po­si­tion con­cern­ing the al­leged breach;

3. A de­tailed ex­pla­na­tion as to the rights, re­course and reme­dies avail­able to the dis­sent­ing share­hold­ers re­gard­ing the al­leged breach;

4. Copies of any le­gal opin­ions, board res­o­lu­tions, cor­re­spon­dence or com­mu­ni­ca­tions con­sid­ered by the PHL Board of Di­rec­tors in de­ter­min­ing the com­pa­ny’s po­si­tion at

Item 1. above.

5. Con­fir­ma­tion of the steps and/or ac­tions, if any, tak­en or to be tak­en by PHL to pro­tect the in­ter­ests of dis­sent­ing share­hold­ers.

6. Con­fir­ma­tion of whether the al­lege breach is in the process of be­ing re­port­ed to, has been re­port­ed to, or dis­cussed with, the Trinidad and To­ba­go Se­cu­ri­ties and Ex­change

Com­mis­sion or any oth­er rel­e­vant reg­u­la­to­ry au­thor­i­ty.

Go­ing for­ward, I trust that the PHL will treat this mat­ter with the se­ri­ous­ness and ur­gency it war­rants as I look for­ward to a for­mal re­sponse with­in the next sev­en­ty-two (72) hours.

Please al­so note this let­ter is sub­mit­ted with­out prej­u­dice to any rights or reme­dies avail­able to me as a dis­sent­ing share­hold­er un­der the Se­cu­ri­ties Act, the Se­cu­ri­ties In­dus­try (TakeOver) By-Laws, 2005, the Com­pa­nies Act, or com­mon law, and noth­ing con­tained here­in should be con­strued as a waiv­er of any such rights.

Kind­ly ac­knowl­edge re­ceipt of this cor­re­spon­dence by re­turn email.

Yours tru­ly,

Pe­ter Per­me­ll

Share­hold­er of Pres­tige Hold­ings Ltd

The let­ter was copied to Kester Guy, the CEO of the Trinidad and To­ba­go Se­cu­ri­ties and Ex­change Com­mis­sion