We on the margin were reflecting on the recent conclusion of the Neal & Massey BS&T takeover. Neal & Massey were successful of course in buying the entire company. Some 97% of shareholders willingly took the offer and the remainder were bought out by N&M following the 90% rule. (If you own 90% of a public company you can take possession of the other 10% of shares just by paying for them). So lock stock and barrel, BS&T as an independent entity is history. What was once considered the symbol of white corporate power in Barbados has been sold (but that is another post).
So what happens next? Of course the company will be de-listed from the BSE, it’s now a wholly owned subsidiary so it won’t be traded. As a result the numbers of companies on the exchange take a hit. This will be the latest in a series of reductions in the number of public companies in Barbados. Island Properties Ltd. was taken off the exchange by Colin Brewer & Tony Hoyos, Life of Barbados was taken down by the Mutual (now Sagicor), BWIA was grounded by the Trinidad Government. If we want to think back that far Plantations Ltd. went in a long agonizing slide into oblivion. Now we have BS&T joining the ranks of companies that were once public.
Along with this slow dwindling, there is a scarcity of new companies going on to the exchange. Of course unless you count Sunbeach (we won’t go any further on that one). To make matters worse there’s an overwhelming tendancy for people to buy shares and then hold onto them for long term appreciation. So we have far more buyers than sellers. The mutual funds have added a new dimension but the returns (if you take out the BS&T takeover) have been pretty much moribund.
Merging the regional exchanges will buy time, however the fact of the matter is the investment arena in Barbados is pretty stagnant. If you listen to the rumour mill, the stories floating around about “back room deals” may or may not have substance, but they don’t engender confidence in smaller investors.
The management of the exchange must see the trends, and also must realise that from a long term view, if they do not take action they will be consigned to the same file folder that currently holds BS&T.
A couple of days ago we were listening to the mid day call in programme and heard Barbadian construction magnate Sir Charles (COW) Williams call in. After he had made his point, the moderator David Ellis took the opportunity to ask him about the progress of his Apes Hill project.
Never one to miss an opportunity for promotion Sir Charles proceeded to wax lyrically about the great success that Apes Hill is becoming. Apparently the sales of lots has been so great it has forced them to accelerate their business plan to keep up with demand.
Then Sir Charles made an insightful point, when Apes Hill was a dairy farm, it employed approximately 12 persons at minimum wage, in its current state of construction it’s employing close to 400 persons (we were driving so we didn’t have the opportunity to write this down so if the numbers are slightly off don’t scream for our scalps) and those 400 are employed at much higher salaries. One can reasonably assume that as the project completes it will occupy much more than 12 persons.
Now this opens an interesting point, is moving land out of agriculture necessarily a bad thing for society? Obviously there are limits on how much of this you can do but, is society better off with Apes Hill in agriculture or with it in tourism and golf courses? Similar questions could be asked about Royal Westmoreland.
It is unfortunate that there wasn’t an opportunity for this point to be discussed more on the call in programme.
Local Barbadian Taxi drivers who have recently been in the news protesting poor service from the local BMW dealership have threatened to sue the dealership for time lost due to the vehicle being out of service. The taximen’s lawyer Chester Sue (No you can’t make stuff like this up) threatened the lawsuit to members of the local media today.
The taximen’s complaint was recently covered in the Nation newspaper.
Some of the protestors estimated they could lose $200 to $300 in business a day because of poor service.
Anthony Wood said he was “tired of the run around” and “the shabby treatment was just not right”.
“They tell you to bring the car for two weeks, and nothing is happening. When you come back for the car, nothing has been touched yet so the service is lousy. When I go to the insurance company, I can’t tell them I didn’t work this week, so I can’t give you any money,” Wood vented.
Lloyd Holder said: “It is ridiculous . . . . They lend us a loaner, but what can a loaner do for you? It can’t put any money in our pockets. It is to transport our families. We can’t use them for work. We are not begging them, we have bought the vehicles.”
Holder, the owner of a BMW for five years, said it had taken seven months to have his car alarm fixed.
The drivers said if the situation did not improve, their next step would be the law suit.
While reports on Starcom network today would suggest that the taximen have gone that further step, Managing Director of Warrens Motors indicated that he had not heard about the suit, but “would deal with it if it arose”. At the time of the earlier press article he indicated:
“We do all we can to address their issues. Nobody is laughing at them. We know they are businessmen and we understand and empathise with them when their vehicles are off the road.”
Based on today’s news report it would seem that the taximen have decided to ratchet up the pressure an additional notch.
We on the Margin do have to wonder why the taximen should feel that their only route available was to go public and to threaten going to the courts. We can’t help but feel that the initial reaction from Warrens Motors may not have been as prompt as they felt they had a right to expect having bought the car reputed to be “The Ultimate Driving Machine”. We can’t help but be disturbed by claims of transmissions “going bad” after only two years of service on what is supposed to be a top quality car. Yes taxi’s are run hard but hey IT’S A BMW!!!!
We will continue to follow this story.
In a move that some would argue is long overdue, the Securities Commission stepped into the BS&T circus yesterday.
In a statement issued late yesterday, the commission also suggested that BS&T’s 3 000 shareholders “refrain from taking any further action regarding the tendering of their shares to any and all offers until this matter has been fully ventilated and some order is restored to what has become a disorderly transaction”.
In the meantime rumours of lawsuits continue to circulate around Bridgetown. Some of the questions being asked in particular are “Did the actions of the BS&T board in this matter result in the withdrawal of Ansa McAl’s offer?” and if the answer to that is yes…”Does the board have a legal liability to shareholders who wanted to sell their shares at $10.00?”. We on the margins don’t even pretend to know the answers to either of these questions, but in our humble opinions this whole matter is worthy of intense scrutiny.
There is enough money in question to make a lawsuit worthwhile, however there would appear to be no shortage of people to sue. One thing is for sure, this “disorderly transaction” has rattled the investing public in Barbados far more than any takeover battle before, anything less than complete transparency in this matter will result in lower confidence by investors in the local stock exchange.
The Securities Commission should intervene as the stakes are too high to let this debacle continue unchecked.
IN the most unexpected outcome of the whole saga both Ansa McAl AND Neal & Massey withdrew their bids for Barbados Shipping & Trading today.
Neal & Massy Chairman, Arthur Loc Jack, was first to break the news of his company’s decision “to tender Neal & Massy’s 28.1 per cent shareholding in BS&T to the ANSA McAL offer and will be recommending that BS&T shareholders who had previously tendered their shares to the Neal & Massy offer, as well as those who had intended to do the same, also accept the McAl offer”.
However this was not the case as in very short order Ansa McAl issued a press release withdrawing THEIR offer.
“This decision was taken after extensive and in-depth consideration of all the factors, both positive and negative, that have influenced our ability to acquire 50.1 per cent of BS&T shares as well as to execute our stated plans to improve the performance of BS&T in the future,” it said.
“The timing of this decision was also considerate of the many BS&T shareholders who have deposited their shares with ANSA McAL that will now have the opportunity to accept the offer of the competitor, Neal & Massy Holdings Limited (N&M), before the close of their bid on Thursday 18 October, 2007.”
Now this would seem to be too much of a coincidence to us on the Margin that they should both choose the same day to withdraw and to offer each other their shares. Neal & Massey’ s Chairman Mr. Lok Jack flew to Barbados to make the announcement, Ansa McAl issued a press release.
Looking at what happened our interpretation on this is that both companies came to the conclusion that at $10.00 per share, BS&T was no longer a bargain. Neal and Massey having earlier said that “they would respond” to the Ansa McAl bid, decided to bow out rather than raise their bid of $8.50. Ansa McAl realising that they would be stuck with buying BS&T at $10.00 and having to foot all the costs of restructuring the company, hurriedly withdrew as well, rather than pony up the cash required.
This all leads us to believe that much of this whole bid was aimed at making their Trinidadian rival pay handsomely for BS&T and was not supposed to buy the company in the first place. To say that this withdrawal is an embarrassment to them would be an understatement.
So this then leaves us several unanswered questions:
1. What of the local consortium (or are they about to fade into the woodwork as well)?
2. What happens now with the current board of directors of BS&T? We think that their initial actions require some explaining.
3. Does BS&T still want to pursue a merger and is it seeking strategic partners? (which is what started this whole mess)
One thing we can all be sure of that the BS&T story still is not over, however it would seem that a new chapter is about to begin.
An interesting bit of news hit the press today, Ansa McAl extended the deadline on their offer for the share by another 15 days to September 21st. We on the margin would speculate that this would mean that the offer has not been taken up by many shareholders and as of the current date, if the offer was to close it would fail as a take over bid. This is not an unreasonable flight of fancy as currently they are being outbid by Neal & Massey’s $8.50 and IPL’s $8.75.
One could speculate further….
Given the environment where it seems that Island Properties Consortium is acting as a spoiler by forcing the price of the shares upwards, and where in the cases of both BNB and Brydens the minority shareholders have done better under new management, it would not be an unreasonable course of action for BS&T shareholders to hold onto their shares to see who wins the bidding war (right now NOT Ansa McAl) or just to hold on to their shares period. (most Bajan shareholders buy and hold shares anyway).
It would be highly ironic if the ultimate expression of shareholder confidence in your management ability would be for them not to sell the shares to you, because they felt you could cause the stock to appreciate after you took over the company.
(We’re sure there’s a chicken and an egg somewhere around here!)
Well the BS&T battle rages, and Ansa McAl is responding to the BS&T’s directors statementin the press and Neal and Massey has backraised Ansa McAl and the whole mess is just rolling along.
It strikes me however that whoever wins this bruising takeover battle. The current board of BS&T is not going to come out of this smelling like a rose. At the very least it suffers from a credibility crisis in saying that Ansa McAl’s offer of $7.00 “does not reflect the intrinsic value of the company” but only very recently recommended that they accept $5.25 in value.
When all the dust settles the investors in Barbados (and elsewhere) are going to review the conduct of the directors in this matter and how well they discharged their duty of stewardship for the shareholders. They will also look closely at other boards where the same directors hold posts.
There will be a reckoning.
In a stinging rebuke in this mornings papers Banks Holdings CEO vehemently denied that they supported Ansa McAl’s bid to take over Barbados Shipping and Trading. In a full page advertisement in the Daily Nation the CEO called Ansa McAl’s description of the “very enthusiastic” response of BHL management to their bid “highly inaccurate”.
Mr. Cozier goes on to endorse the Neal & Massey deal as better for Banks Holdings than an Ansa McAl takeover.
“The BS&T Neal and Massy Deale is better for BHL than a takeover of BS&T by Ansa McAl …” – Source: BHL Ad “BHL is NOT on board with Ansa McAL” – Daily Nation 26th July 2007 Pg 15
Now here is where we have a problem with this. In making this statement Mr. Cozier in effect endorses one of the three parties in the whole BS&T/Neal & Massy/Ansa McAl/local consortium mess that this has become. Despite the rest of the text which goes on to effectively say that BHL can do what it needs to with the partners that it has now, Mr. Cozier has in effect taken sides.
It would have been far better to have stayed completely neutral in the whole mess.
Well, let’s see… we have what was a fairly routine merger (if there is such a thing) that was planned over the last how many ever years. Suddenly we have Ansa McAl coming in with an outright takeover offer, we have Colin Brewer and Tony Hoyos jumping in, we even have Trevor Clarke talking about making an offer. In the interim we have every blog, call in programe gadfly, and every politician commenting about what the would or wouldn’t do. Interestingly the PM is probably the quietest person on the island in this whole mess. (other than making some very general comments from the Caricom podium)
My thoughts on this…
1. Look for Neal & Massey to launch an outright takeover bid. They already own a large block of shares and would have a relatively easy path to get a controlling interest.
2. Ansa McAl will raise it’s offer. They are big enough that they can afford it, and the asset valuation of BS&T is still far higher than their opening offer.
3. Island Properties remains a dark horse in the race. They are a sentimental favourite, but they need to make an offer for more than just a million shares to make it happen. If the rumour mill is to be believed, they have a sponsor (a bajan one) behind them. Guys, those of us on the Margin wish you good luck and hope you pull it off. (if for no other reason that it would be fun to watch you run BS&T aggressively)
4. Trevor Clarke…… hmmn maybe I’ll come back to this one.
5. I realise that the silly season is lurking out there but the opposition’s position on this is laughable. How would they undo the deal? If a shareholder wants to sell his or her shares how does government get into it? And what signal does that send on foreign investment? There are some very bright people in the DLP, this demagoguery is unworthy of them.
One thing is for sure, this is far from over, and will be the source of much conversation on the cocktail circuit over the coming weeks. I’m sure it will provide fertile ground for the bloggers as well.
As most of us have no shares, we’ll just look on from the margins.