Agostini moves to resolve PHL minority shareholding

Agostini Ltd is moving to address the shares held by Prestige Holdings Ltd shareholders who rejected its takeover offer, after discussions with the Trinidad and Tobago Securities and Exchange Commission.

PHL minority shareholder and advocate Peter Permell said Agostini contacted him on August 28. He had earlier questioned whether the company complied with By-Law 26 of the Securities Industry (Take-Over) By-Laws, 2005, in connection with its bid for PHL.

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several legal, interpretative and procedural matters

In a letter to Permell, Agostini said it had discussed “several legal, interpretative and procedural matters” with the TTSEC, including how By-Law 26 applied. The company said it would proceed with the process required under the by-law and expected to issue the necessary notice in line with legal and regulatory requirements.

Agostini said it was proceeding “without prejudice” to the legal and interpretative issues it had previously raised. It also said it remained committed to treating shareholders “fairly and equitably” and to following the applicable regulatory framework and procedural fairness requirements. The letter was signed by Group chief legal and compliance officer and company secretary Nadia James-Reyes Tineo.

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without prejudice

Under By-Law 26, each dissenting shareholder must receive written notice that they can require Agostini to acquire their shares within 60 days. The notice must state the cash price and explain how it was calculated, as well as identify supporting material that shareholders or authorised agents can inspect. Shareholders who reject the price can ask the Court to determine the fair value of their shares.

Permell was among those who rejected Agostini’s offer of one Agostini share for every 4.8 PHL shares. He welcomed the company’s decision to proceed, describing it as a path forward for minority shareholders.

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fairly and equitably