Minority shareholder advocate, Peter Permell, submitted a letter to the editor yesterday, relating to the bid by Agostini Ltd to acquire 100 per cent of the shares of Prestige Holdings Ltd (PHL).
In a notice dated June 23, 2026, Agostini said its share swap of 4.8 PHL shares for 1.0 Agostini share, had “formally closed.”
In that notice, Agostini said it received approximately 96.8 per cent of shares of the restaurant management company. As PHL has 62,513,002 shares in issue, 3.2 per cent of that is 2,096,416 shares.
Following, in full, is Mr Permell’s letter:
Reference is made to my earlier letter dated July 27, 2026 “Re: Concerns regarding the Failure and/or Refusal of Agostini Holdings (Agostini) as offeror to comply with bylaw 26 (2) of the Securities Industry (Takeover) Bylaws, 2005 in connection with its offer and takeover bid made to Prestige Holdings Ltd (PHL) Shareholders on June 17, 2025.” As you are aware, the letter was sent on August 3rd and published in the Business Guardian on August 6, under the headline “Permell raises concern about Agostini takeover of Prestige Holdings”
I am therefore pleased to inform you and by extension the public (in particular my fellow PHL shareholders) that Agostini finally reached out to me last Friday, two days before the Independence Day holiday, via letter dated August 28th which states as follows:
Dear Mr Permell,
Re: Correspondence concerning the takeover bid for Prestige Holdings Limited
Further to our letter dated August 5, 2026, we wish to provide an update with respect to the acquisition of the minority shareholding in Prestige Holdings Limited. As previously advised, Agostini was in discussions with the Trinidad and Tobago Securities and Exchange Commission concerning several legal, interpretative and procedural matters arising in relation to the bid, including the application and operation of bylaw 26 of the Securities Industry (Takeover) Bylaws, 2005.
Following recent discussions with the Trinidad and Tobago Securities and Exchange Commission and having regard to the position communicated by the Commission’s staff, Agostini will be proceeding with the implementation of the process contemplated by bylaw 26 of the Securities Industry (Takeover) Bylaws, 2005. Consistent with that process, Agostini expects to issue the notice contemplated by bylaw 26 in accordance with the applicable legal and regulatory requirements.
For completeness, Agostini’s decision to proceed with the bylaw 26 process is made without prejudice to the legal and interpretative issues previously raised concerning the application and operation of that provision.
Agostini Limited remains committed to ensuring that all shareholders are treated fairly and equitably and that any further steps taken in connection with the minority acquisition process are undertaken in accordance with the applicable legal and regulatory framework and the requirements of procedural fairness.
Yours sincerely,
Agostini Limited
Nadia Jamess-Reyes Tineo
Group Chief Legal And Compliance Officer/ Company Secretary
So the $28 million-qestion is what does all this mean for the PHL dissenting shareholders or those shareholders who, like me, did not accept Agostini’s offer of 1 Agostini share for every 4.8 PHL shares. Well the answer is quite simple. Essentially, it means that Agostini will now be proceeding with the implementation of the process contemplated by bylaw 26 which requires Agostini to send a written notice to each dissenting PHL shareholder stating that such shareholder may within sixty days after the date of such notice require Agostini to acquire his, her or its shares. The notice shall:
• ↓Set out a (cash) price that Agostini is willing to pay for the shares;
• ↓Give the basis for arriving at the price;
• ↓State the location where any supporting material used for arriving at the price may be examined and extracts taken therefrom by the shareholder or a duly authorized agent; and
• ↓State that if the shareholder is not satisfied with the price offered by Agostini in the notice, the shareholder is entitled to have the fair value of his, her or its shares fixed by the Court.
Accordingly, it would be remiss of me if I did not take this opportunity to convey my sincere appreciation to the board and management of Agostini for allowing good sense to prevail in this matter albeit a tad bit late but nonetheless, I have found solace in the old maxim, “Better late than never.”
Please permit me to also thank the hard-working staff of the Securities and Exchange Commission, for their wise counsel and the pivotal role they would have played in bringing about an amicable resolution of this matter without further recourse to the courts.
And last but by no means least my heartfelt thanks and gratitude to the fourth estate, the media for the role that it continues to play in highlighting important public interest issues such as this.
Peter Permell
PHL dissenting shareholder and minority shareholder advocate
