The Trinidad and Tobago Securities and Exchange Commission (TTSEC) has levied a fine of $39,150 on majority state-owned TSTT for failing to make the timely disclosure of a ratings report.
In a notice published on the Commission’s website on Wednesday, the TTSEC said TSTT was in contravention of section 64(1)(a), (b) and (c) of the Securities Act, which mandates reporting issuers to make timely disclosures of material changes.
The Commission noted that TSTT received an adjustment of its global scale issuer credit and issue-level ratings from Standard & Poor’s Global Ratings effective October 23, 2023.
The Commission said TSTT filed a material change report with the TTSEC, published a notice in two daily newspapers and filed copies of the published notice with the Commission, past the respective due dates.
The Securities Act mandates reporting issuers to file notices of material change with the TTSEC within three day of the occurrence of the change. The notice is required to disclose the nature and substance of the material change and to be certified by a senior officer of the company.
Reporting issuers are also required to publish notices of material change in two daily newspapers of general circulation in T&T within seven days of the occurrence of the material change.
The Commission said it advised TSTT that it was in contravention of Section 64(1)(a), (b), and (c) of the Act “by failing to file and publish the aforementioned documents, respectively, within the prescribed timeframes.”
TSTT acknowledged that it was in contravention of the Securities Act and entered into a settlement agreement with the staff of the TTSEC.
The Commission said the settlement agreement was approved by the settlement panel and the board of commissioners, with TSTT being ordered to pay to the TTSEC an administrative fine of $39,150 within 28 days of the making of the order. The order is dated July 29.
The Commission said its order shall be published in the T&T Gazette and posted on the TTSEC’s website and that a notice of the posting shall be published in two daily newspapers of general circulation in T&T.
TSTT is 51-per cent owned by National Enterprises Ltd (NEL), a publicly listed investment holding company of the T&T. Cable & Wireless (West Indies), (C&W), now Liberty Group Latin America, owns 49 per cent of TSTT.
According to NEL’s 2023 annual report, “Following its November 2014 acquisition of Columbus Communications (FLOW), C&W agreed to the suspension of its shareholder rights in TSTT under the shareholders’ agreement dated December 20, 1989. C&W’s interest in TSTT has been available for sale since the divestment agreement of March 20, 2015.”
On the NEL website, TSTT is described as “T&T’s largest and most advanced provider of integrated communications solutions to the residential and commercial markets. It provides cutting-edge, solutions with the most complete telecommunications product offering, including fixed line services on the largest digital network in the country, mobile services on a frequency division duplex (FDD) LTE 4G network and fixed wireless broadband services on a time division duplex (TDD) LTE network.
“High-speed internet and high definition TV with a next-generation fibre optic telecommunications backbone using fibre-to-the-home GPON technology, is provided through TSTT’s wholly-owned subsidiary, Amplia Communications.”
TSTT acquired 100 per cent shareholding of Massy Communications Ltd on July 31, 2017 for $215 million, which was audited and assessed to be $42 million less than the ‘net book value’ of the assets.