An­tho­ny Wil­son

Share­hold­ers of Trinidad Ce­ment (TCL), vot­ing at a spe­cial meet­ing last night at the Hilton Trinidad in St Ann's, ap­proved a res­o­lu­tion lift­ing the com­pa­ny's 20 per cent cap on share­hold­ing by a mar­gin of 91.4 per cent to 8.6 per cent.

The vote came at the end of the spe­cial meet­ing at which tem­pers near­ly boiled over fol­low­ing an in­ter­ven­tion by fired TCL chief ex­ec­u­tive, Rollin Bertrand, who called on the cur­rent chair­man Wil­fred Es­pinet to al­low the share­hold­ers to make con­tri­bu­tions last­ing more than three min­utes.

Bertrand's in­ter­ven­tion end­ed when Es­pinet told him that he had had 26 years to make a dif­fer­ence at the Clax­ton Bay-head­quar­tered com­pa­ny, which has sub­sidiaries in Bar­ba­dos and Ja­maica.

The vote by the TCL share­hold­ers sets the stage for the fi­nan­cial re­struc­tur­ing of the ce­ment pro­duc­er's $1.9 bil­lion debt, as one of the pre­con­di­tions of the re­struc­tur­ing ex­er­cise was the re­moval of the 20 per cent cap, said TCL di­rec­tor Nigel Ed­wards.

An­oth­er pre­con­di­tion is that the lenders' amend­ments should be com­plet­ed by April 30 in the first in­stance, with a 30-day ex­ten­sion pos­si­ble, Ed­wards told over 200 TCL share­hold­ers at the spe­cial meet­ing.

Ed­wards said an­oth­er pre­con­di­tion of the re­struc­tur­ing was that the share­hold­ers have to pump at least $320 mil­lion (US$50 mil­lion) in­to the com­pa­ny.

The TCL board on Fri­day passed a res­o­lu­tion to raise a max­i­mum of $362 mil­lion (US$56.6 mil­lion) in new cap­i­tal through a rights is­sue of 124,882,568 new shares at a price of $2.90 a share.

The TCL share­hold­ers will be of­fered the right to pur­chase one new share for every two shares they hold.

The $2.90 rights is­sue price is a 24.5 per cent pre­mi­um of TCL's $2.33 share price as at the close of trad­ing on Fri­day.

Ed­wards said that in or­der to guar­an­tee the suc­cess of the rights is­sue, the board had agreed to im­ple­ment what he de­scribed as a back­stop share­hold­er agree­ment through which Ce­mex, TCL's largest sin­gle share­hold­er at 20 per cent, would be able to ac­quire shares worth up to US$45 mil­lion in the rights is­sue.

The arrange­ment would lim­it Ce­mex to no more than a 40 per cent stake in the com­pa­ny af­ter the rights is­sue.

Ed­wards said in the event that Ce­mex does not get up to a 35 per cent stake in TCL through the rights is­sue, the board will arrange a pri­vate place­ment of shares for Ce­mex that will take the Mex­i­can ce­ment gi­ant be­yond 35 per cent.

He said the funds from the rights is­sue will be used to fund cap­i­tal ex­pen­di­ture, pay over­due monies to the com­pa­ny's em­ploy­ees, pro­vide TCL with work­ing cap­i­tal and pay over­due sup­pli­ers.

If all of TCL's share­hold­ers sub­scribe for the 124.88 mil­lion shares be­ing of­fered in the rights is­sue, the num­ber of shares in is­sue by com­pa­ny will in­crease by 50 per cent from 249,765,136 to 374,647,704.