Duprey in energy ‘fire sale' to raise severance money
PORT SPAIN
Trinidad & Tobago Guardian
Petroleumworldtt.com
03 24 09
Three days after publicly signing the Memorandum of Understanding (MOU) aimed at saving Clico's depositors and policyholders, Lawrence Duprey was scrambling in a virtual fire sale to sell off key energy assets to his German business partners, according to documents made available to the Trinidad and Tobago Guardian. Duprey sold the group's 51 per cent stake in Clico Energy to Proman, a German project management company, which held the balance of 49 per cent, in order to pay CL Financial's severance, termination and on-going administrative costs.
Duprey would be among the beneficiaries of the severance packages.
The agreement between Duprey and Proman, which is dated February 3, was arrived at following less than 24 hours of “negotiations” and after an exchange of letters between the two sides, in which Duprey said CL Financial “would be extremely pleased to enter into immediate discussions with you with a view to selling our entire 51 per cent shareholding in Clico Energy.” Duprey agreed on February 3 to sell CL Financial's 51 per cent in Clico Energy, which is the parent company of Industrial Plant Services Ltd, and Eurotecnia Melamine, for US$ 46.5 million. The agreement between Duprey and Proman placed a value of about US$91 million on Clico Energy.
CL Financial's 51 per cent stake in Clico Energy included a 17 per cent stake which it held in trust for Clico. The deal arrived at by Duprey and Proman placed a value of US$15.5 million on the 17 per cent stake in Clico Energy owned by Clico. The valuation which Proman and Duprey used was dated February 2009 and was conducted by Till Reuter of a company called RINVEST AG. But, according to the documents, a valuation of Clico Energy done by staff of Clico determined that the value of the Clico Energy shares held by Clico as at December 31, 2007, was US$68.9 million—which was 4.4 times more than the US$15.5 million to which Duprey had agreed.
The documents reveal that instructions were given to an escrow agent for the sum of US$15.5 million to be transferred to Clico's account No 1583741 at First Citizens. The instructions to transfer the money mean that, if the transaction were fair, CL Financial would have lived up to its side of the January 30 MOU, which required it to apply any proceeds of asset sales to meet the statutory fund deficit, which has been estimated at $10 billion. The Clico Energy shareholders' agreement states that if a shareholder (like Clico, CL Financial and Proman) has been declared bankrupt, has been wound up or is in default, the shareholder shall be deemed a seller. Neither Clico nor CL Financial has been declared bankrupt, nor is there any evidence that either company has defaulted on any of its loan agreements.
The shareholders' agreement also gives shareholders the the right of first refusal in terms of shares held by the other party. The Guardian understands that on February 3, as well, CL Financial and Clico wrote offering to sell Methanol Holdings (Trinidad) Ltd to Consolidated Energy, which is a holding company for the German firms of Ferrostaal, Helm and Proman. That attempted transaction, which would have been in breach of the Memorandum of Understanding, was stopped after it was discovered by Claude Musaib-Ali on the day he took up office as the new manager of Clico, February 4.
Story by
Anthony Wilson from Trinidad & Tobago Guardian
Trinidad & Tobago Guardian
March 23rd, 2009
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