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Response to BS&T Directors’ Circular by President / CEO, ANSA McAL Barbados Ltd

This statement is being made in the interest of the Shareholders, Management and Staff of BS&T and ANSA McAL, our associates, suppliers, customers and other interested stakeholders.


The decision by ANSA McAL to launch an acquisition bid for BS&T was the result of a strategic plan, developed 18 months ago as part of the expansion of the Groups’ Caribbean footprint. More recently it was at the encouragement of several BS&T shareholders some of whom had already started legal action to prevent N&M from taking over BS&T for what they considered to be a price significantly below the real value of the company and for lack of disclosure of information pertinent to the merger proposal. 
 
The ANSA McAL offer represents an improved value to BS&T shareholders of BD$131.4M or 33% above the exchange ratio value per share (BD$5.25) of the previously recommended merger of Neal & Massy Holdings Ltd and BS&T.
The Ansa McAl offer at BD$ 7.00 has already delivered value to BS&T shareholders.


It has been said that the acquisition bid by ANSA McAL  was considered hostile since it was not ‘invited’ by the Board of BS&T. While this is indeed accurate, the fact is, our ‘invitation’ came from the people to whom the Directors of the Board of BS&T are accountable the BS&T Shareholders!


At every step during this process ANSA McAL and its Officers, Directors and advisors, have been compliant with every legal, corporate, procedural and timeframe obligation under the take over regulations of Barbados and Trinidad & Tobago.  It is now a record of fact that the Securities & Exchange Commissions and the other regulatory bodies in both jurisdictions have reviewed the Ansa McAl Offer and Investment Election option.


As a courtesy, even before the public announcement of our intention to bid, the ANSA McAL Group Chairman Mr. Norman Sabga spoke in person to Mr. Bernard Dulall-Whiteway in his capacity as a Director on both the N&M and BS&T Boards to advise that ANSA McAL would launch an offer for 100% of BS&T shares.


Before the official delivery of the ANSA McAL Offer Document to Shareholders on July 16th, a letter was also written on the 12th July to the Chairman and Board of BS&T requesting a meeting to present the ANSA McAL offer and plans for BS&T.   A  response to this letter was received 14 days later on the 31st July refusing to meet with us as the BS&T directors had not had the time to review the offer and therefore a meeting would not be productive.


At every engagement with national stakeholders, regulators, shareholders and the public, ANSA McAL has been careful to conduct its communication in a measured, professional manner that is mindful of the fact that employees of both enterprises, BS&T and ANSA McAl, as well as people in all walks of life are spectators of our behavior as leading corporate citizens.

The ANSA McAL  Group recognise that, we have a significant responsibility to the people of our Region to ensure that the enduring image of corporate governance especially in conflict is one that is inspires respect and emulation.


In the ANSA McAL Offer document, via the media and at a meeting of over 250 shareholders and employees of BS&T, we have outlined our plans to create value by improving the performance of BS&T companies not by displacing people.

Our track record for sustained growth through – synergies in complementary sectors, investment in plant and equipment – benchmarking on Global standards – marketing excellence – and training and career development is proven in the Region.


Keeping mind and Management in place in BS&T’, is a commitment based on our belief in the capability of the companies management and staff and the talent and resources available in Barbados.    


It is therefore disappointing that after a delay of about two weeks, that the BS&T Directors’ Circular to Shareholders that appeared in the Media on Friday 10th August should contain statements of fact and law or have omissions which we believe to be inaccurate and /or misleading, either as specifically stated in the document or when read as a whole. 
 
We therefore urge you to examine and compare the manner in which ANSA McAL has acted through this exercise. We have been careful to ensure that we have executed all legal requirements in accordance with internationally accepted standards and have tried at all times to act in a manner which is respectful of all parties and in accordance with the highest ethical corporate standards. We further encourage you to examine the track records of the companies involved in this acquisition.


ANSA McAL has delivered on all its stated commitments and continues to work professionally with the respective Regulators and other stakeholders to ensure full compliance at all times and rejects forcefully any allegation to the contrary.

We have therefore decided to respond to the inaccuracies in law and fact contained in the Directors’ Circular, directly to shareholders and to the wider public via the Media in the days ahead.

As stewards of our respective enterprises and custodians of the interests of our employees and shareholders we have a duty and responsibility to deliver consistent growth and value to these stakeholders and at the same time lay down a framework that will become a springboard for building Regional Champion Companies and Brands …to Go Global!

Not as Trinis or Bajans or Jamaicans but together as Caribbean people.  


I thank you.


David Inglefield
President/ CEO
ANSA McAL (Barbados) Ltd