– Chartered Accountant opines
A major transaction to buy back over US$26M in shares that a Barbadian partner had been holding
is not going down well.
In a letter in the press this weekend, chartered accountant Christopher Ram raised several questions over the transaction of Banks DIH Limited which was announced last week in a full page advertisement in Kaieteur News. Ram discussed his letter with this publication yesterday.
Against the current hiccup in the foreign currency market, Ram noted that the advertisement placed by Banks DIH Limited seemed designed to suggest that the transaction was a Guyana dollar transaction rather than a US dollar one. He questioned the possible involvement of the beverage giant’s banking subsidiary Citizens Bank Guyana Limited and said that separate investigations by the regulators – the Securities Council and the Bank of Guyana – are absolutely necessary. He noted, too, that there is some evidence of a conflict of interest by certain directors of the company.
Ram, of the accounting firm Ram & McRae – which has conducted several forensic audits for the Coalition Government – noted that the price paid for the repurchase of some 15% of its shares held by the Barbadian company represented a premium of 64% on the transaction, causing the company to pay out $2,145,478,650 – more than the current market price.
Ram noted that there was no legal or commercial obligation or justification to engage in the transaction which hit him, as a shareholder, like a thunderbolt.
In his letter, Ram had asked: “How do [the Banks directors] justify handing a gain of $3.6 billion to the Bajans (Banks Holdings Limited) when the gain a year ago in the sale of shares in Banks Barbados was $1,147 million? Are they aware that the $5,523 million they will pay out for these shares is more than two years of the company’s 2015 after-tax profit, more than 2.3 times the value of its share capital and about 90% of its revaluation reserves?”
Banks DIH said last week that the agreement between the two companies had provided for “certain” cooperation arrangements between the two companies designed to enhance and expand their businesses in the Caribbean Community and beyond.
“It was a fundamental term of those co-operation arrangements under the MOU, that each company would hold shares in the issued capital of each other.”
That arrangement, according to Ram, has now been substantially reversed.
The accountant noted that almost every year since 2005, the Chairman, Mr. Clifford Reis, and directors of Banks DIH have touted the virtues of the agreement, the synergies from the relationship, and benefits in export sales to both companies. In his letter he pointed out:
“Keen observers also noted enhanced procurement and governance practices with the presence of nominees of the Barbados company having a place on the Board of Banks DIH. So it was with some surprise that the public learnt, even before the shareholders did, that in 2015 Banks DIH had sold its shares in the Barbados company. With no reason offered for walking away from the greatest opportunity to expand the export market for Banks DIH products, speculation circulated about the true motive of the Banks management.
At that time, a Brazilian company, through its St Lucian subsidiary SLU Beverages Ltd, and Ansa McAl of Trinidad and Tobago were engaged in a battle to gain control of Banks Holdings Ltd of Barbados. The issue of shares by the directors of Banks DIH to the Barbados company in 2005 was to forestall an attempted takeover of Banks DIH by Ansa McAl. In a strange twist, the sale of those very shares in 2015 to SLU Beverages Limited was also to prevent Ansa McAl from getting control of the Barbados company!”
Ram, a shareholder in Banks DIH, wants the Clifford Reis-led management and board to provide urgent answers and explanations about their failure to alert shareholders in a timely manner of the proposed buy-back of the company’s shares at a whopping premium, how they propose to finance the transaction, and the quality of the advice they received from their accountants and attorneys. He noted, however, that poor advice can be no excuse or substitute for careful deliberation and proper judgment by the advised.
The purchase price of G$5.4 billion has to be seen against the state of the company’s resources. At September 30, 2015, the company’s cash reserves stood at $4,060 million, current liabilities of $4,155 million, borrowings of $585 million, and current year (2016) capital committment of $4,607 million.
Ram believes that the Bank of Guyana needs to consider whether the payment in US dollars is not a violation of the Bank of Guyana Act. He is of the view that the directors have breached their fiduciary obligations to the company and caused the dissipation of billions of dollars of the company’s funds. At the national level, their action may have contributed to the shortage of foreign exchange at the commercial banks.
Ram said that as a shareholder and a commentator, he has lost complete confidence in the entire Board of Banks DIH, and by extension, its banking subsidiary, Citizen’s Bank Limited. He believes that Guyanese would be setting dangerous double standards to demand of the private sector standards that are less transparent, less accountable and less proper than those expected of the public sector. Whether the right conditions have been met in this transaction can only be determined by independent investigations commissioned by the regulators.
Ram said that if the directors are unwilling to submit themselves to exacting examination and are unable to justify their action in the clearest of terms, they should be removed by a due process.
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