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AMCL Withdraws Offer to BS & T

AMCL Holdings Limited


NOTICE TO BARBADOS SHIPPING & TRADING
COMPANY LIMITED SHAREHOLDERS


AMCL Holdings Limited (AMCL) wishes to advise all Barbados Shipping & Trading Company Limited (BS&T) Shareholders that it is withdrawing its Offer to purchase 100% of the outstanding and ordinary shares of the Barbados Shipping & Trading Company Limited.


This decision was taken after extensive and in-depth consideration of all the factors, both positive and negative, that have influenced our ability to acquire 50.1% of BS&T shares as well as to execute our stated plans to improve the performance of BS&T in the future.


The timing of this decision was also considerate of the many BS&T shareholders who have deposited their shares with ANSA McAL that will now have the opportunity to accept the offer of the competitor, Neal & Massy Holdings Limited (N&M), before the close of their bid on Thursday 18 October, 2007.


The following are, in our opinion, factors that have severely constrained and prejudiced our position.
ANSA McAL and the Offeror have recently become aware that BS&T has submitted a bid in connection the acquisition of a significant business in the Caribbean. At this stage the Offeror has no details of the financial exposure related to that bid and is unable to confirm the extent of the financial obligations intended to be assumed by BS&T if successful in its acquisition bid. The AMCL Holdings Offer is based on publicly available information, and does not assume the creation of any additional significant liability. Further, ANSA McAL and the Offeror are of the view that any additional significant liability is likely to impact the financial returns from the investment in the BS&T Shares.

While AMCL has conducted its bid and publicity campaign in accordance with the highest corporate and securities standards and has sought to be compliant with the applicable laws in Barbados and Trinidad and Tobago, significant inconsistencies with what we would consider as best practice have taken place.
Further, several alternative investment opportunities have been presented to ANSA McAL since the date of issue of the AMCL Holdings Offer, and these alternative investment opportunities provide a stable and consistent return on investment.

In the light of all of the foregoing circumstances, and having due regard to the legal and fiduciary obligation of ANSA McAL to maximise the shareholder value of its own shareholders, ANSA McAL and the Offeror have decided to withdraw the AMCL Holdings Offer.   The Offeror has exercised its right to withdraw the AMCL Holdings Offer prior to the Expiry Time, with the intention of permitting any Shareholder the opportunity to accept the competing take-over bid offer prior to the published expiry time of that offer, or to tender their Shares for sale on the stock exchanges.

AMCL believes firmly that it is the best strategic partner for BS&T and given a ‘level playing field’ would have been successful both in the acquisition process and gaining value in BS&T for all stakeholders in the years ahead.

We also believe we have delivered considerable value to BS&T shareholders by entering the bidding process when the merger between N&M and BS&T valued their shares at five dollars and thirty-five cents.

ANSA McAL would like to thank the many BS&T shareholders, as well as numerous members of BS&T management and staff and the public that have come forward and offered their support and encouragement.


LEGAL NOTICE O WITHDRAWAL – PDF file 35kb