An­tho­ny Wil­son

Clax­ton Bay-based ce­ment pro­duc­er, Trinidad Ce­ment Lim­it­ed (TCL), yes­ter­day called on the lo­cal Se­cu­ri­ties and Ex­change Com­mis­sion (TTSEC) to un­der­take an in­ves­ti­ga­tion in­to whether or not a Re­pub­lic Bank ex­ec­u­tive and a TCL share­hold­er con­tra­vened the in­sid­er trad­ing pro­vi­sions of the new Se­cu­ri­ties Act.Sec­tions 100 and 101 of the Se­cu­ri­ties Act pro­hibits in­sid­ers – de­fined as per­sons con­nect­ed to a re­port­ing is­suer–from dis­clos­ing or us­ing ma­te­r­i­al non-pub­lic in­for­ma­tion for their own ad­van­tage, ei­ther di­rect­ly or in­di­rect­ly.In a news re­lease, head­lined "TCL Share­hold­ers' pro­pos­al up­date", the com­pa­ny al­so an­nounced that it had lodged a com­plaint with the TTSEC against Re­pub­lic Bank, Ian De Souza and Wil­fred Es­pinet re­lat­ing to sec­tion 92 (b) of the Se­cu­ri­ties Act, which deals with price-rig­ging.

The Se­cu­ri­ties Act at 92 (b) states: "No per­son shall en­ter in­to or car­ry out, di­rect­ly or in­di­rect­ly, any fic­ti­tious or ar­ti­fi­cial trans­ac­tion or de­vice, with the in­ten­tion that, or be­ing reck­less as to whether, such trans­ac­tion has, or is like­ly to have, the ef­fect of main­tain­ing, in­creas­ing, re­duc­ing, sta­bil­is­ing or caus­ing fluc­tu­a­tions in the price of se­cu­ri­ties trad­ed on a se­cu­ri­ties mar­ket."

TCL fur­ther dis­closed it had lodged a com­plaint with the lo­cal Cen­tral Bank.The Se­cu­ri­ties Act, which re­places the pre­vi­ous Se­cu­ri­ties In­dus­try Act, is new leg­is­la­tion, as it was as­sent­ed to by Par­lia­ment on De­cem­ber 24, 2012, pro­claimed by the Pres­i­dent on De­cem­ber 28 and came in­to ef­fect on De­cem­ber 31.The act is meant to pro­vide pro­tec­tion to in­vestors from un­fair, im­prop­er or fraud­u­lent prac­tices, fos­ter fair and ef­fi­cient se­cu­ri­ties mar­kets in T&T, as well as re­duce sys­temic risk.

The re­quest by TCL for ac­tion by the reg­u­la­tors is the lat­est twist in the at­tempt by 11 TCL share­hold­ers, hold­ing 5.68 per cent of the com­pa­ny, to nom­i­nate five new peo­ple to serve as di­rec­tors on the com­pa­ny's board.The TCL share­hold­ers ap­plied for and were grant­ed an in­junc­tion by High Court judge David Har­ris on Ju­ly 12 pre­vent­ing TCL from hold­ing its an­nu­al gen­er­al meet­ing. The 11 share­hold­ers had com­plained to the court that the ce­ment com­pa­ny was block­ing their right to put for­ward nom­i­nees for elec­tion as TCL di­rec­tors.TCL im­me­di­ate­ly ap­pealed the de­ci­sion by Jus­tice Har­ris to grant the in­junc­tion. The ap­peal has been fixed for hear­ing on Sep­tem­ber 30 while the sub­stan­tive mat­ter of the grant­i­ng of the in­junc­tion is due to be heard on Oc­to­ber 4.In its state­ment yes­ter­day, TCL said it took the ac­tion against the share­hold­er, the bank and the bank ex­ec­u­tive, "based on facts that have come to light in this mat­ter, in­clud­ing the state­ments and ad­mis­sion made by Wil­fred Es­pinet in his af­fi­davit filed in court and hav­ing re­gard to the cir­cum­stances sur­round­ing the in­volve­ment of Re­pub­lic Bank, Ian De Souza and Wil­fred Es­pinet in the or­ches­tra­tion of the share­hold­ers' pro­pos­al."

Re­spond­ing to the TCL re­lease by e-mail yes­ter­day, Es­pinet said: "There is sim­ply no mer­it in their claims, as there was no mer­it in their orig­i­nal de­ci­sion to dis­al­low our re­quest for the nom­i­na­tion of di­rec­tors. The noose is tight­en­ing. Pan­ic has re­placed ra­tio­nal thought."The TCL share­hold­er al­so said that the com­pa­ny's chair­man and its chief ex­ec­u­tive were "mak­ing these de­ci­sions to the detri­ment of share­hold­ers' in­ter­est."Re­pub­lic Bank man­ag­ing di­rec­tor, David Du­lal-White­way, speak­ing through an ex­ec­u­tive of the bank yes­ter­day, said: "This mat­ter is be­ing looked at by our le­gal ad­vis­ers and the bank is not in a po­si­tion to com­ment at this point."Calls to Re­pub­lic Bank in Bar­ba­dos went to voice­mail and De Souza did not re­spond to an e-mail sent to him.

On Sat­ur­day, TCL re­port­ed that it had made an unau­dit­ed, af­ter-tax prof­it of $70.4 mil­lion for the first six months of 2013, com­pared with a loss of $172.4 mil­lion in the com­pa­ra­ble pe­ri­od in 2012.The ce­ment com­pa­ny al­so re­port­ed a 26 per cent in­crease in its rev­enue as a re­sult of high­er av­er­age ce­ment prices, a 17 per cent in­crease in ce­ment vol­umes, es­pe­cial­ly in the T&T mar­ket, and a 48 per cent in ex­port vol­umes.In the notes to their June 30 ac­counts, it is stat­ed: "Notwith­stand­ing the im­prove­ment in op­er­at­ing per­for­mance and fi­nan­cial po­si­tion over the past six months, the di­rec­tors have con­clud­ed that the chal­leng­ing de­mand en­vi­ron­ment and the still-ex­ist­ing weak­ened fi­nan­cial po­si­tion of the TCL group and its main sub­sidiaries, CC­CL and AC­CL, con­tin­ue to rep­re­sent a ma­te­r­i­al un­cer­tain­ty that may im­pact the abil­i­ty of the group to con­tin­ue as a go­ing con­cern."