Barbados Shipping and Trading's corporate office at Warrens, St. Michael. Neal and Massy has been barred until January 31 from taking up shares tendered under its offer. - file

An order by the Barbados Securities Commission (BSC) barring Neal and Massy Holdings Limited from trading in or taking up any shares in the Barbados Shipping and Trading Company has put the Trinidad conglomerate on the defensive, eliciting vows to safeguard its name.

Neal and Massy said allegations made by the BSC in a notice dated December 31 but published Wednesday, were both spurious and libellous.

"Within the recitals of that order two very false and misleading impressions were given by the Securities Commission," said the conglomerate.

"Neal & Massy confirms that it has not accepted any BS&T shares subject to the conditions alleged by the Securities Commission and that it considers the allegations made by the Securities Commission to be libellous and damaging. Neal & Massy is also aware that the Securities Commission has carried out its own investigation and has found no grounds to support such spurious claims."

No mentioned options

But while NMH has declared boldly that it would "do everything in its power to ensure its reputation is not tarnished in any way by anyone", the company has not said what its options include.

The BSC order, which covers the conglomerate's agents and related parties, remains in effect until January 31, but could be lifted sooner if the Barbados high court rules on the petitions that the regulator has before it.

It also speaks to the actions of former bid rival AMCL Holdings Limited, saying that the reasons advanced for the withdrawal of AMCL's bid did not conform to the rules. BSC wants the courts to order AMCL, an ANSA McAL subsidiary, to reinstate its offer.

The greater issue, however, is with Neal and Massy.

The regulator in its published statement under the signature of chairman Neville Nicholls has said clearly that it considers the Neal and Massy bid for 50 per cent of the shares held by BS&T shareholders to be illegal.

It is also contending that Neal and Massy's offer of B$8.50 per share should be raised to match the TT$28.35 (B$9.04) the company itself had paid for 3,786,543 units of the shipping conglomerate's stock during a period when its own and another rival bid was on the table.

The BSC's position is that Neal and Massy had by its actions accepted tenders on terms that were not declared in its offer document, and therefore not available to all shareholders in breach of takeover rules.

Withdrawal of its offer

The regulator holds further that an October 16 notice, published by Neal and Massy, constituted a withdrawal of its offer and would therefore render its September 1 bid illegal, and that the amended offer it placed on the table on October 18 should be declared "null and void."

The September 1 offer was a variation on the original August 28 bid, increasing the offer price to B$8.50 (US$4.25).

The BSC gave as one reason for the cease order, a statement by Neal and Massy that it would proceed to take up the shares more than 56 per cent of shares tendered under its B$8.50 offer once the issues were settled.

But the Trinidad conglomerate read the comment as a suggestion that it would likely disobey the court.

"Neal & Massy has the utmost respect for the rule of law, and will abide by any final order that may be made upon the conclusion of the legal process," it said in a statement Wednesday.

"Neal & Massy has previously made this position very clear to the Securities Commission, and is very surprised and disappointed that the Securities Commission would make such inaccurate, irresponsible and damaging insinuations."

business@gleanerjm.com