High Court judge David Harris yesterday granted a last-minute injunction stopping the annual general meeting of Trinidad Cement Ltd (TCL). The injunction, which was being sought by a group of eleven minority shareholders, was granted shortly after 3 pm yesterday. The meeting was scheduled to be held at 4.30 pm at TCL in Claxton Bay. The group wanted to nominate five directors to TCL’s board, but had been blocked. Harris gave the ruling after hearing lengthy submissions from attorneys representing the group and TCL.
The company’s corporate secretary Kathryna Baptiste was in court for the hearing. Media personnel were barred from the hearing, as it was held in a closed chamber court. Immediately after Harris’s ruling, TCL’s attorneys went to the Appeal Court to appeal the decision.
However, they were unable to obtain an emergency hearing and were told to file a notice of appeal and an application for an expedited hearing on Monday morning. TCL’s group public relations manager Michelle Langton issued a statement late yesterday evening.
In the brief release, Langton said: “The company will be pursuing this appeal, since it has been advised by its attorneys that the order to restrain the holding of an annual meeting is unprecedented and raises important issues of corporate law.” The injunction forms part of a lawsuit brought by the group of investors under the Companies Act of 1995.
In the lawsuit, which was filed on Thursday, the group is 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 annual meeting. The group wanted to nominate five directors to TCL’s board.
The shareholders listed in the lawsuit are Wilnet Holdings Ltd, Stephen Espinet, Masa Investments Ltd, Brimont Ltd, Kamal Ali, Alescon Readymix Ltd, Bourne Investment Inc, Tatil Life Assurance Ltd, Nicholas Development Ltd, Helen Bhagwansingh Ltd and Issa Nicholas Holdings. The group of investors together hold 5.68 per cent shareholding in TCL. Included in the lawsuit is a 12-page affidavit, sworn by Espinet, in which he detailed the dealings between the two parties which led to the legal action being filed.
Espinet said after the meeting was first announced on May 18, the group submitted its proposal to TCL’s corporate secretary on June 14. He said ten days later, TCL’s chairman Andy Bhajan told them the board had decided to refuse its proposal. Espinet said Bhajan and the board relied on Section 119 (f) of the Companies Act to deny the proposal, while saying it “was inimical to the overall best interest of TCL.”
In its lawsuit, the group is seeking a declaration that the directors’ position on the issue was “oppressive or unfairly prejudicial” to them. The legislation defines the nomination process and also lists the circumstances in which a board can refuse such a proposal. The group’s legal team includes Senior Counsel Douglas Mendes and attorney Stuart Young. Dr Claude Denbow, SC, and Donna Denbow are representing TCL.
Restructured $2b debt
In February last year, TCL endured a 92-day strike as its representative trade union, the Oilfields Workers’ Trade Union, withdrew labour at the Claxton Bay plant to protest for higher wages. In May, the company restructured $2 billion in debt and as a result of the slowdown in construction spending, the company declared an after-tax loss of $390.4 million for 2012.