Clico

The Clico headquarters located on St. Vincent Street Port of Spain.  

ASSET by asset, the liquidators of the CL Financial group are selling off the company that it took Cyril Duprey and his nephew, Lawrence, 73 years to build up.

The liquidators are plodding through the sale of thousands of acres of land, millions of dollars worth of shares in a local conglomerate, a major local insurance firm, a manufacturer of resins and a security company.

When the liquidators’ task is finished, all of the assets that were acquired by CLICO, starting in 1936 when it was established, from premiums paid in by policyholders, would have been sold off or acquired by the Government to defray the cost of the 2009 bailout of the group, which had become CL Financial in 1993.

For the first six months of 2021, the liquidators of CL Financial, oversaw the sale of $177.7 million of the assets of the group, once the largest indigenous company in T&T, they say in their eighth report, which was for the period December 16, 2020 to June 18, 2021.

In that report, the liquidators, represented by Grant Thornton’s David Holukoff, provided updates on the liquidation process.

HCL’s land divestment

The liquidators placed in excess of 3,000 acres of land for sale on the open market in a process that ultimately resulted in substantial public interest, with 73 bids being received.

“At the time of the last report the sale process had resulted in three sale and purchase agreements being executed. At the date of this report a further three sale and purchase agreements have been executed, making for six total sales, of which four have successfully completed within the period for a total of $43.1 million. The remaining two sales are scheduled to complete by 1 August 2021, however this will depend on the continued impact the pandemic has on the ability for banks & service providers to close deals,” the report said.

The report noted that the liquidators, Home Construction Ltd and HCL’s secured creditor First Citizens (a direct creditor in the liquidation) are working to ensure that the proceeds of these sales are used in a manner which both provides the majority State-owned bank with the security it needs, with respect to the money it is owned, and to ensure that HCL continues to have liquidity to continue its operations during the pandemic.

The report said that the HCL management has arranged for updated survey plans for the remaining properties to be marketed in tranche two of the Land Bank as the JLs identified that certain plans held by HCL were inaccurate.

“At the date of this report eight properties have been re-surveyed; however , this project has been placed on hold due to the renewed measures in Trinidad & Tobago restricting the surveyor’s activity. The delay of the re-surveying project combined with the difficulty potential purchases will encounter in performing due diligence on the properties has led to the JLs delaying the launch of tranche 2, likely until the current set of lockdown measures has been lifted,” the report said.

It noted that since being granted approval by the court, 11 formal notices of ‘Land Likely to be Acquired for a Public Purpose’, which amount to 1,455 acres, have been filed in the Trinidad and Tobago Gazette by the Government against land owned by the HCL sub-group.

“All eleven lots will be excluded from any further marketing process and will be subject to a compulsory acquisition process which remains ongoing at the date of this report,” it said.

“On 8 February 2021, HCL submitted to GORTT its understanding of the value of the lands to be compulsorily acquired complete with renewed valuations.

The liquidators are awaiting GORTT’s response to commence the negotiation process. Completing this process in a timely manner will be critical for the settling of HCL’s secured debt and remitting further funds from HCL to CLF for the benefit of its stakeholders,” it said.

Agostini’s Share Sale

The report noted that the liquidators were authorised by Court Order to oversee the sale of HCL’s Agostini’s shares.

The liquidators have overseen the sale of 1,564, 734 shares in publicly listed Agostini’s Ltd, approximately 50 percent of HCL’s shareholding in Agostini’s Limited.

That sale was for $39 million in mid- March 2020.

“The independent brokers have continued to monitor the market in the Prior with a view to identifying a suitable opportunity to bring the shares bank to market as a bloc. There have been a further 26 sales of an aggregated 635,644 shares completed within the period at a market value of approximately $15.4 million. HCL still holds approximately 1.2 million shares in Agostini Limited. The liquidators and the management of HCL remain open to offers for the shares which reflect current market value and will ensure that any suitable opportunity to release value from the remaining shareholding is progressed in 2021,” it said.

Colfire

The report said that the liquidators engaged Broadspan Capital for the sale of CLF’s 94.2 per cent shareholding in Colfire (Colonial Fire & General Insurance Company).

“In the first phase, targeted parties within both the local Caribbean region and broader global insurance markets, who had expressed interest and who were deemed to be targets, were provided with a teaser document to ascertain their interest in purchasing the shareholding.

“In conjunction with the broker, the liquidators also arranged for the creation of a public website and the marketing of the accessibility of this website and overall commencement of the sale process in seven local and regional Caribbean newspapers in addition to the Wall Street Journal and the Financial Times, to ensure that international, regional and domestic interest in the sale would be captured. Some 38 parties registered to the sale website and 36 non-disclosure agreements were executed,” it said.

It noted that the bidding deadline was moved to July 2021.

“The sale of Colfire has to be a careful and structured process due to the regulatory environment in which it sits, and the JLs, brokers and their legal counsel are navigating the process carefully as we work with regulators to ensure a smooth transition of ownership,” the report said.

Caribbean Petrochemical

Manufacturing Ltd (CPML)

The report noted that the sale of CPML was approached in the same manner as Colfire in terms of advertising, a sale teaser to 80 parties, non-disclosure agreements and a sale website. According to its website. CPML is a manufacturer of urea formaldehyde Cconcentrate (UFC85), amino resins (urea formaldehyde resins - liquid and powder) and adhesives.

“A double-digit number of bids were received by the deadline. From those bids, the most competitive bidders were chosen to proceed to the second phase of the sale process. The second phase of the sale process permits the selected bidders to perform more detailed due diligence to formulate a final, binding offer for the purchase of the shareholding,” it said. The deadline was postponed to July 26, 2021.

Safeguard Services

The report said that four firms were invited to bid for the security firm by way of an Request For Proposals and after evaluation of the proposals received, Ernst & Young (EY) was appointed as the sell-side financial adviser to facilitate the sale.

“In the course of reviewing the business of SSL it became apparent that there were some strategic questions to be addressed that might enhance the outcome of any sale process. In consultation with the JLs and EY as advisor, work was done by management to make SSL a more attractive proposition for potential buyers by negotiating new contracts with existing customers, extend the term of existing contracts and regularise break closest allow purchasers some flexibility in managing the business after acquiring it from Plaza Development Limited (PDL). EY is currently preparing an updated valuation paper and while shortly be in a position to finalise the drafts to market documentation,” it said.

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