(Trinidad Express) The National Investment Fund (NIF) has sent a legal letter to One Caribbean Media Ltd (OCM), requesting the list of all of OCM’s shareholders and the number of them who voted for and against the two individuals nominated by the Government to join the media house’s board of directors.
OCM has been given seven days to provide this information, which NIF says will help determine whether the shareholders’ meeting in which the Government’s nominees were rejected was conducted legally.
The letter, titled “Request of Information and Inspection” and dated July 12, was sent by Senior Counsel Deborah Peake to OCM’s company secretary, Karlene Ng Tang, yesterday.
The letter comes on the heels of OCM’s 56th annual meeting of shareholders, which was held at Express House, Port of Spain, on Thursday, when shareholders rejected the nomination of insurance executive Dale McLeod and head of Government Relations at Digicel Shakka Subero to become directors on the OCM board.
When the issue of the election of McLeod and Subero to the board was raised, shareholders in the standing-room-only meeting expressed concerns.
This led the representative for NIF, which holds a 23% ownership in OCM as part of the $30 billion “CLICO bailout” by the ¬Government, to call for a poll to gauge shareholder consensus on the nominations.
When the poll was completed, the results showed 23,997,642 votes against McLeod’s election and 23,229,443 votes for it; while the results for Subero’s were more decisive, with 28,684,368 votes against him and 18,542,717 votes for.
NIF’s requests
In her letter to Ng Tang yesterday, Peake reminded that NIF is “the largest shareholder of OCM holding 15,285,917 shares”.
And as such Peake said NIF is requesting the following information:
1. The names of the Series “A” shareholders;
2. The names of the Series “B” shareholders;
3. The number of Series “A” shareholders who voted at the Annual General Meeting held on 11 July 2024 (“AGM”);
4. The number of Series “B” shareholders who voted at the AGM;
5. The number of shareholders who submitted proxy forms authorising the chairman of the meeting to vote for them.
In addition to this information, NIF also requested inspection of:
1. OCM’s share register that was utilised for the AGM;
2. The record of the votes cast at the AGM;
3. The proxy forms and the identification documents (where provided) of the persons who submitted proxy forms for the AGM.
“Kindly provide the requested information within the next seven days and let me know the date and time that my client’s representatives may attend at the registered office of the Company to conduct the above inspection,” the letter stated.
“It has been reported in today’s Daily Express Newspaper that the Chairman of OCM stated that the meeting was conducted in a ‘very professional and orderly manner’. The above information and inspection will enable my client to satisfy itself that the meeting was conducted in accordance with the law, the articles and by laws of the Company and will demonstrate that the Company is committed to transparency and accountability,” it stated.
Following the shareholders meeting on Thursday, OCM’s chairman, attorney Faarees Hosein, said: “A poll was requested by a shareholder with respect to the election of two NIF nominees to the OCM board. This process was overseen by an independent scrutineer and after tabulating the votes, the shareholders expressed their view.”
Concerns raised
Even before Thursday’s meeting, OCM had expressed concerns about the nomination of Subero in particular to the its board.
In a notice dated June 17, OCM stated that it “informed the shareholder making the nomination that Mr Subero’s nomination will not enjoy the support of the OCM board and company management for the following reasons: he is a senior employee with an organisation that competes with one or more of OCM’s companies, placing him in a position of substantial conflict as a director”.
“In addition, his affiliation with the company’s competitor, where his responsibilities include Government relations, could challenge the desired and perceived independence required of a director of One Caribbean Media Ltd,” it added.
However, despite the concerns raised, the OCM board stated “the nominating shareholder has declined to withdraw the nomination of Mr Subero and has insisted that his name be placed in nomination for election as a director of the ¬company”.
“Mr Subero’s nomination and consequently his election as a director is not supported by your board of directors,” the notice stated.
Speaking in Parliament earlier this month, Minister in the Ministry of Finance Brian Manning defended the Government’s nomination of McLeod and Subero, stating that it was done out of concern for the “precipitous decline in the value of OCM shares”.
Manning said there had been a “precipitous decline in the value of OCM shares, since the Government acquired ownership… OCM shares have plummeted over the last six years from a value of $12 when they were acquired in July 2018 to a value of $3.68 on July 1, 2024, a decline of $8.32 per share or 69.3%.
“This has reduced the Government’s asset value held in OCM shares, and by extension the National Investment (Fund) Company and the taxpayers of Trinidad and Tobago, by $127.2 million,” Manning stated then.
In November 2020, OCM chief executive officer Dawn Thomas blamed active market manipulation for the decline in the media-dominated conglomerate’s share price.
She said although OCM reported double-digit increases in its after-tax profits in its first and third quarters, “nothing has happened with the share price”. She said after the company delivered a 15% improvement in its profit after tax, the share price started to go downwards.
In October 2020, chairman Hosein wrote to the country’s securities regulator, the TTSEC, requesting a formal investigation into a number of purchases and sales of OCM’s shares since the start of that year.
In the letter to TTSEC, Hosein identified 22 instances of “signifi¬cant declines” of the OCM share price between January 13 and October 9, zeroing in on one shareholder who consistently sold shares at a lower price (than they purchased them), driving down the share price.
Hosein said all shares, with the exception of one block on May 5, 2020, were sold at a price lower than the purchase price.
