Prestige Holdings Ltd (PHL) dissenting shareholder, Peter Permell, yesterday rejected the offer by the Agostini Group of $12.15 per share for his shares in the restaurant management company as “not only woefully inadequate, but it seems to want to add insult to injury.”
Agostini published a notice on the website of the T&T Stock Exchange yesterday in which the company said it would proceed with the process contemplated by bylaw 26 of the Securities Industry (Takeover) bylaws 2005 in respect of the remaining minority shareholders of PHL.
Bylaw 26 provides a mechanism through which shareholders who do not accept a takeover bid may require the offeror (Agostini) to acquire their shares.
“Accordingly, Agostini intends to issue the notice prescribed by bylaw 26 to the remaining minority shareholders of PHL, setting out the offered price of $12.15 per PHL, the basis upon which that price has been determined and the rights available to shareholders under the takeover bylaws,” according to the notice.
In a nine-page document on its website, the Agostini board said it “has determined that the offered price of $12.15 per share represents a fair value for the shares of the remaining minority shareholders of PHL.”
The price of $12.15 per share to the remaining minority PHL shareholders is 13.2 per cent less than the effective $14 per share that the original minority shareholders accepted in the takeover bid.
That bid resulted in 3.2 per cent of the PHL shareholders not accepting the 4.8 PHL shares for 1.0 Agostini share, which was initially made in June 2025.
Among the bases for the $12.15 offer, Agostini said that that price “materially reflects the effective value settled with majority accepting shareholders on July 3, 2026, the date of the transaction close, affording an equitable economic position compared with the original offer.”
Agostini also said: “PHL’s operating performance has declined materially since the date of the offer and this along with its future expected performance has been reflected in AGL’s valuation of PHL.
“Since the date of the offer, there has been a general softening in the T&T economy, an increase in the cost of foreign exchange and an increase in effective interest rates.”
The nine-page Agostini document quotes bylaw 26(3)(d), which states that “if the security holder is not satisfied with the price offered by the offeror in the notice, the security holder is entitled to have the fair value of his, her or its securities fixed by the Court.”
In responding to the notice and the document, Permell called on Agostini’s chairman Christian Moutet and his board of directors to immediately reconsider the $12.15 offer “with a view to at least bringing it in line with the effective $14 per share price that was originally offered to the PHL shareholders.”
In a news release, Permell said he would be carefully reviewing his options, in line with section 4 (b) of bylaw 26, which allows minority shareholders in a takeover to notify the offeror that they wish to have the fair value of their shares fixed by the High Court.
Referring to the option of having the High Court fix the fair value of the shares, Permell said, “I’m not there yet.”
PHL’s remaining minority shareholders have until November 2 to respond to the $12.15 offer.
