A group of Trinidad Cement Ltd (TCL) minority shareholders has decided to withdraw its year-old lawsuit which served as the catalyst for the recent removal of management at the Claxton Bay-based cement producer. The decision automatically discharges an injunction obtained by the group, which prevented the financially-troubled manufacturer from hosting its annual general meeting last year.
Contacted yesterday, newly-elected TCL chairman Wilfred Espinet, who led the group of the shareholders, confirmed the company was planning to hold the long overdue meeting in the next two months, in keeping with the 90-day deadline set by the new board when it was elected on August 19.
Espinet also said the election of himself and fellow board members would have to be ratified at the meeting, as only 240 shareholders, representing 72 per cent of shares in the company, were present at the special (compulsory) meeting last month that led to the departure of the old board. “Although it was by a majority and was not a casual thing, it will still have to be done by the full rotation of shareholders at the meeting,” Espinet said in a telephone interview.
The group of 11 shareholders, who together hold a 5.68 per cent stake in TCL, obtained the injunction hours before last year’s meeting was scheduled to be held. It was part of their substantive lawsuit challenging a decision by TCL directors to refuse to attach the group’s proposal and statement to the management proxy circular which accompanied the notice of the meeting.
While the case was still pending in court last month, the group sought to challenge the former board’s management by requisitioning the special meeting. The board attempted to block the move but were refused an injunction by both the High Court and Court of Appeal. But hours before the meeting, six of the board members—chairman Andy Bhajan, CEO Rollin Bertrand, Carlos Hee Houng, Bevon Francis, Leonard Nurse and Brian Young—resigned.
They were replaced by Espinet, retired public servants Alison Lewis, Jamaican business executive Chris Dehring, attorney Glenn Hamel-Smith, UTC executive Nigel Edwards and Cemex executives Carlos Palero and Francisco Aguilera, who joined Wayne Yip Choy, Alejandro Cantu and Jean Michel Allard to form a ten-member board. Three of the ten TCL directors are employees of Mexican cement giant Cemex, which has a 20 per cent stake in the local cement producer.
Addressing Justice Frank Seepersad in the Port-of-Spain High Court yesterday, Espinet’s lawyer Stuart Young said his clients and the company had agreed to withdraw the lawsuit by mutual consent. The company has been ordered to pay the group’s legal fees for initiating the lawsuit.