‘Backdoor takeover’

Minority shareholders in Cable & Wireless West Indies Ltd (CWWI), the company that trades here as Flow, is currently racing against the clock to meet a mid-July date by which to submit documentations for a pre-trial.

However, despite facing several hurdles in obtaining certain documents from Cable & Wireless, the group is very confident they will be ready with a very strong case.

A September date has been set for the hearing. However, before that can take place certain procedures have to be followed including the submission of evidence including an expert “witness” evaluation by July 14.

At the centre of the dispute is the value of $2.86 that the company has offered per share for the issued and outstanding shares in Cable and Wireless Barbados back in July 2017, when it announced it had made a proposal by way of an amalgamation.

Attorney-at-law with the law firm Lex Caribbean Bartlett Morgan said the group continued to face some challenges in obtaining critical pieces of information.

“There are certain little hitches that we have to work out with the other side. There are certain documents that are very, very critical to the evaluation process, which they still, to this day, have not handed over,” Morgan told a recent minority shareholders meeting.

“So we are now in the process of attempting, amicably, to get those documents,” he said.

Barbados TODAY understands that if those documents are not forthcoming in coming weeks, then lawyers of the group could go the route of further court action.

CWWI owns about 81 per cent of the shares in the company that has some 2,200 shareholders. Approximately 2,000 of those are considered small shareholders.

However, the minority shareholders group, which consists of both individuals and companies, is made up of about 242 shareholders.

It is not known how many units of shares the minority shareholder group holds, but it is understood to be in the millions.

A similar case was brought against the company in Jamaica and earlier this year the Supreme Court in that jurisdiction ruled that the minority shareholders in Cable and Wireless Jamaica can keep their shares for now.

Pointing to that experience, Morgan said the judgment proved that the method used by the company to acquire the shares was wrong, and he was more confident about the prospects for the minority shareholders in Barbados.

“So that certainly raises our hopes even higher than they were before . . . We were confident from the jump that this entire process was wrong. It was done in haste. So we are further emboldened in our belief as we go towards trial” he said.

He described the company’s move as a “backdoor takeover”, adding that it was disclosed over time that the directives regarding the acquisition of shares came “from far further up the tree than simply here in Barbados”.

“We say that when Cable & Wireless acted to take back the shares of the minority shareholders, they did so in a manner which was, for all intents and purposes, oppressive. It was without due regards for the rights of the small shareholders in Cable & Wireless [Barbados],” said Morgan.
marlonmadden@barbadostoday.bb