The concerned shareholders of Banks Holdings Ltd (BHL) have stated that they will no longer listen to the recommendations of the board, following the latest circular to be issued by the directors this week, recommending that the shareholders accept the $5.60 per share offer issued by SLU Beverages Limited, which is owned by AMBEV.
The BHL directors in fact warned of “a negative impact” on the company, the shareholders and its employees, suggesting that SLU had the upper hand in light of rights guaranteed under a convertible debt purchase agreement (CDPA).
However in a statement released this afternoon, the shareholders said they continue to be baffled by statements made by the BHL Board.
“We are particularly concerned by statements made to the effect that the BHL shareholders knew of the “poison pill clause” buried within the agreement with the South American company Latin Capital Fund,” the statement said.
“The BHL Board claims that the shareholders gave its blessings to act accordingly, but we, the concerned shareholders are now calling for the specific resolution as it applies to this “poison pill clause” and supposedly approved by the shareholders.”
The shareholders added that they would also like to know why the board waited until the second circular to advise the shareholders of this “clause” that could be detrimental to anyone who bids, with the exception of AMBEV.
“It was not included in the first circular… why not?” the shareholders asked.
“We are upset and baffled by the actions of the BHL board thus far and reserve our right to decide to whom we should shell our shares.
“We will no longer listen to the recommendation of the BHL board,” the shareholders said.