The way has been cleared for the new board of Cli­co to be­gin the process of tak­ing con­trol of a size­able block of shares in An­gos­tu­ra Hold­ings Ltd, the Laven­tille-head­quar­tered com­pa­ny that pro­duces the world-fa­mous An­gos­tu­ra Bit­ters as well as rum and oth­er bev­er­ages.

For years, fol­low­ing the col­lapse of Cli­co in Jan­u­ary 2009, the lead­er­ship of the in­sur­ance com­pa­ny ar­gued that trust deeds from 2003 en­ti­tled it to 42 per cent of the shares in CL World Brands, a whol­ly owned sub­sidiary of CL Fi­nan­cial.

At is­sue was whether CL Fi­nan­cial held the 42 per cent of CL World Brands on trust for Cli­co or if CL Fi­nan­cial was en­ti­tled to the shares.

Cen­tral to the case was the va­lid­i­ty of trust deeds dat­ed June 11, 2003, of which there were three ver­sions, and No­vem­ber 15, 2003, of which there were four ver­sions.

The is­sue of the va­lid­i­ty of the trust deeds was set­tled on June 20, 2023, when High Court judge, Kevin Ram­cha­ran, de­liv­ered a judg­ment in which he con­clud­ed: "In the cir­cum­stances, the Court will de­clare that the com­pa­ny in liq­ui­da­tion (CL Fi­nan­cial) holds 42,830,350 shares in CL World Brands on trust for Cli­co."

CL World Brands, which is a hold­ing com­pa­ny for CL Fi­nan­cial’s spir­its com­pa­nies, is the 100 per cent own­er of Rumpro Com­pa­ny Ltd, which is reg­is­tered in St Lu­cia.

Rumpro is list­ed in An­gos­tu­ra an­nu­al re­ports as own­ing 92,551,212 An­gos­tu­ra shares, equal to 44.97 per cent of the com­pa­ny.

Rumpro’s 92,551,212 shares were worth $1.89 bil­lion (US$279.42 mil­lion) at the close of trad­ing on the Trinidad and To­ba­go Stock Ex­change on No­vem­ber 3. An­gos­tu­ra’s mar­ket cap­i­tal­i­sa­tion–the to­tal val­ue of all of its shares–was $4.21 bil­lion (US$621.40 mil­lion).

Ar­gu­ing the case for Cli­co were Ian Ben­jamin, SC and Ker­win Gar­cia, SC, in­struct­ed by Ele­na Arau­jo. Ap­pear­ing for CL Fi­nan­cial were Fyard Ho­sein, SC and Sasha Bridge­mo­hans­ingh, in­struct­ed by Lu­a­na Boy­ak and Khrys­tanne George.

Cli­co’s new board is chaired by Jen­nifer Fred­er­ick, whose LinkedIn pro­file de­scribes her as di­rec­tor of Com­pli­ance and In­ter­nal Au­dit at CL Fi­nan­cial Ltd. She al­so served as sec­re­tary to the board of An­gos­tu­ra Hold­ings Ltd be­tween March 10, 2017 and April 1, 2019.

A CL Fi­nan­cial source told Guardian Me­dia last month that the com­pa­ny, which is in liq­ui­da­tion, does not in­tend to ap­peal Jus­tice Ram­cha­ran’s rul­ing. If the de­ci­sion is not ap­pealed, Cli­co can take con­trol of the 42,830,350 An­gos­tu­ra shares. Cli­co owns 5,294,866 An­gos­tu­ra shares in its own right.

A Gov­ern­ment source said Cli­co has made no de­ci­sion to date on sell­ing its CL World Brand shares. But the source agreed that the “sale of the shares must be con­duct­ed at arms’ length and at the op­ti­mal price.”

T&T’s 2018 In­sur­ance Act pre­vents lo­cal in­sur­ance com­pa­nies from own­ing more than 19.9 per cent of any en­ti­ty, which means Cli­co must dis­pose of sell at least 27.63 per cent of its shares in An­gos­tu­ra.

Steady fi­nan­cials

For the nine-month pe­ri­od end­ed Sep­tem­ber 30, 2023, An­gos­tu­ra re­alised prof­it af­ter tax of $104.42 mil­lion, which rep­re­sents an in­crease of 16.48 per cent over the com­pa­ra­ble pe­ri­od in 2022.

The rum and bit­ters pro­duc­er re­port­ed rev­enue of $720.11 mil­lion, an in­crease of $9.1 mil­lion year over year.

In his re­view of the com­pa­ny’s nine-month re­sults, An­gos­tu­ra chair­man, Ter­rence Bharath said of the com­pa­ny's rev­enue growth: “This was dri­ven by an in­crease in in­ter­na­tion­al sales of 4 per cent over last year, large­ly in sales of An­gos­tu­ra Bit­ters in North Amer­i­ca and pre­mi­um rum in some key Eu­ro­pean mar­kets. Gen­er­al­ly, the in­ter­na­tion­al mar­ket con­tin­ues to show re­silience in the face of glob­al dis­rup­tions, re­sult­ing in An­gos­tu­ra be­ing well placed to cap­i­talise on this re­cov­ery.

New CEO

Vet­er­an spir­its ex­ec­u­tive Lau­rent Schun was ap­point­ed as the com­pa­ny’s CEO, with ef­fect from Jan­u­ary 23, 2023.

Schun is a for­mer ex­ec­u­tive of the French com­pa­ny Pern­od Ri­card, which is one of the largest spir­its com­pa­nies in the world. He worked for 33 years at the com­pa­ny, with stints in Eu­rope, Brazil and North Africa. Schun’s last five years at Pern­od Ri­card were spent as the ex­ec­u­tive man­ag­ing the com­pa­ny’s Caribbean and Cen­tral Amer­i­can re­gion, com­pris­ing 30 ter­ri­to­ries and 40 plus dis­trib­u­tors.

Fabio Di Gi­ammar­co, a for­mer Bac­ar­di and Sab­miller ex­ec­u­tive, was ap­point­ed as a non-ex­ec­u­tive di­rec­tor of An­gos­tu­ra Hold­ings Ltd in No­vem­ber 2021. Di Gi­ammar­co ad­vised of his res­ig­na­tion with ef­fect from Jan­u­ary 31, 2023.

Get­ting it right

In the Sun­day Busi­ness Guardian of Oc­to­ber 15, an ar­ti­cle head­lined ‘Way clear for Cli­co to sell large block of shares: AN­GOS­TU­RA IN PLAY’ was pub­lished. The ar­ti­cle stat­ed that Cli­co was en­ti­tled to 100 per cent of the shares in An­gos­tu­ra Hold­ings Ltd owned by a com­pa­ny called CL World Brands Ltd. Based on a High Court judg­ment in June, Cli­co is on­ly en­ti­tled to 42 per cent of the An­gos­tu­ra shares owned by CL World Brands. The er­ror is re­gret­ted.