DA­REECE PO­LO

Se­nior Re­porter

da­reece.po­lo@guardian.co.tt

The Sen­ate yes­ter­day re­ject­ed a mo­tion by op­po­si­tion sen­a­tor Wade Mark, which sought to com­pel the Gov­ern­ment to dis­close all the doc­u­ments re­lat­ed to the agree­ment be­tween Colo­nial Life In­sur­ance Com­pa­ny (Cli­co) and Con­sol­i­dat­ed En­er­gy Ltd (CEL)—owned by the Pro­man Group—re­gard­ing the sale of Methanol Hold­ings In­ter­na­tion­al Ltd (MHIL) shares.

Mark’s mo­tion al­so called for the Sen­ate to com­mis­sion an in­de­pen­dent foren­sic au­dit in­to the sale agree­ment if the re­quest­ed doc­u­ments were not pro­vid­ed with­in 14 days.

As he ad­dressed the Up­per House, Mark ac­cused the Gov­ern­ment of de­lib­er­ate­ly un­der­valu­ing the 56.53 per cent stake owned by Cli­co, which the in­sur­ance com­pa­ny sold to CEL in De­cem­ber 2023. He ques­tioned the tech­niques used in valu­ing the shares and de­mand­ed the im­me­di­ate tabling of crit­i­cal doc­u­ments, in­clud­ing the share­hold­ers agree­ment, val­u­a­tion re­ports, the sale and pur­chase agree­ment and rel­e­vant court or­ders.

Mark high­light­ed dis­crep­an­cies in the val­u­a­tion of MHIL shares, not­ing that the car­ry­ing val­ue fluc­tu­at­ed sig­nif­i­cant­ly over the years. He said the shares were val­ued at $2.58 bil­lion in 2018 but dropped to $2.25 bil­lion in 2021. He ques­tioned why this as­set was be­ing un­der­val­ued and claimed that even au­di­tors, in­clud­ing KP­MG, raised con­cerns about the chang­ing val­u­a­tion meth­ods.

Fur­ther­more, the op­po­si­tion sen­a­tor ac­cused the gov­ern­ment of con­duct­ing se­cret meet­ings with key play­ers in the trans­ac­tion. He claimed to have ev­i­dence of a meet­ing held in April 2022 at the Diplo­mat­ic Cen­tre, where Prime Min­is­ter Dr. Kei­th Row­ley and Min­is­ter of En­er­gy Stu­art Young met with Pro­man Group CEO David Cas­sidy. An­oth­er meet­ing al­leged­ly took place in Switzer­land in Sep­tem­ber 2022 in­volv­ing sim­i­lar par­ties.

“I de­mand to­day the min­utes of those meet­ings – what did you dis­cuss?” Mark asked.

He al­so ques­tioned whether a non-dis­clo­sure clause in the agree­ment was be­ing mis­used to with­hold vi­tal in­for­ma­tion from the pub­lic.

Mark ex­plained that un­der the share­hold­ers’ agree­ment, Cli­co, hold­ing 56.53 per cent, and CEL, with the bal­ance were the share­hold­ers of MHIL. Af­ter CEL de­clined to pur­chase the shares on three oc­ca­sions, he claimed the Cor­po­ra­tion Sole (the Min­is­ter of Fi­nance) stepped in to ini­ti­ate the sale. How­ev­er, he crit­i­cised the gov­ern­ment for al­leged­ly by­pass­ing le­gal re­quire­ments and un­der­valu­ing the shares to ben­e­fit CEL.

“The gov­ern­ment has sold out to for­eign­ers,” Mark charged.

How­ev­er, Fi­nance Min­is­ter Colm Im­bert strong­ly re­ject­ed Mark’s com­ments, call­ing the ac­cu­sa­tions a “tis­sue of un­truths” and la­bel­ing it “pop­py­cock.”

Im­bert dis­missed the sen­a­tor’s al­le­ga­tions of un­der­val­u­a­tion, se­cre­cy, and gov­ern­ment mis­con­duct as base­less and in­flam­ma­to­ry.

“This is a set of fool­ish­ness, and I re­ject every­thing said by Sen­a­tor Mark,” Im­bert de­clared. “It’s a to­tal tis­sue of un­truths, bla­tant un­truths, false­hoods—nasty false­hoods at that.”

He ac­cused Mark of re­ly­ing on “shout­ing, scream­ing, false state­ments, in­ac­cu­ra­cies, colos­sal un­truths, and ir­rel­e­van­cies” to mis­lead the pub­lic.

Im­bert clar­i­fied that the Cen­tral Bank re­lin­quished con­trol of CLI­CO on De­cem­ber 1, 2022, a full year be­fore the MHIL shares were sold in De­cem­ber 2023. He stressed that the dis­pos­al of the shares was not gov­erned by Sec­tion 44(d) of the In­sur­ance Act, con­trary to Mark’s claims.

“The MHIL shares were not dis­posed of when CLI­CO was un­der the con­trol of the Cen­tral Bank,” he said. “All that rah-rah and car­ry­ing on about Sec­tion 44(d) in the In­sur­ance Act is just a tis­sue of un­truths, whol­ly ir­rel­e­vant, de­signed to mis­lead peo­ple and in­cite the pop­u­la­tion.”

The Min­is­ter ex­plained that the fluc­tu­at­ing val­ue of MHIL shares was tied to volatile methanol prices, which var­ied sig­nif­i­cant­ly over the years.

He said in Jan­u­ary 2020, methanol was priced at US$280 per met­ric tonne. Prices peaked at US$500 per met­ric tonne in Oc­to­ber 2021 but fell to US$300 per met­ric tonne in De­cem­ber 2023, when the shares were sold.

“The shares were of­fered to the oth­er share­hold­er at the price of US$337 mil­lion. They agreed, they paid, and that is the end of that,” Im­bert stat­ed, em­pha­sis­ing that the sale was con­duct­ed in line with the share­hold­ers’ agree­ment.

Cor­po­ra­tion Sole owns 49 per cent of Cli­co, while CL Fi­nan­cial (in liq­ui­da­tion) owns 51 per cent.

The Min­is­ter re­mind­ed the Sen­ate that the de­ci­sion to sell MHIL shares was orig­i­nal­ly made un­der the Unit­ed Na­tion­al Con­gress (UNC) gov­ern­ment in 2015. He high­light­ed that suc­ces­sive gov­ern­ments had been forced to bail out com­pa­nies as­so­ci­at­ed with CL Fi­nan­cial, in­clud­ing CLI­CO, to the tune of ap­prox­i­mate­ly $18 bil­lion.

“Even though Colo­nial Life In­sur­ance Com­pa­ny, in 2024, com­plet­ed the re­pay­ment to the gov­ern­ment of the ap­prox­i­mate­ly $18 bil­lion that was pumped in­to Coloni­lal life, there was still an­oth­er $12 to $13 bil­lion owed by the CL Fi­nan­cial Group,” Im­bert said.

He ex­plained that the share­hold­ers’ agree­ment re­quired MHIL shares to first be of­fered to the oth­er share­hold­er, CEL, be­fore they could be sold else­where. How­ev­er, a clause pro­hib­it­ed their sale to a com­peti­tor, fur­ther com­pli­cat­ing the dis­pos­al process.

“Who, oth­er than some­body en­gaged in the methanol busi­ness, would want to ac­quire $2.5 bil­lion in shares in a methanol com­pa­ny?” Im­bert quipped.

Ad­dress­ing con­cerns about val­u­a­tion, Im­bert out­lined his­tor­i­cal as­sess­ments of MHIL shares from the low­er, mid­dle and up­per end:

2009: Val­ued by PWC at US$105 mil­lion, US$110 mil­lion and US$114 mil­lion

2013: Val­ued by Duff and Phelps at US$325 mil­lion, US$354 mil­lion and US$387 mil­lion

2022: Va­lyed by Charles Riv­er As­so­ciates at US$292 mil­lion, US$337 mil­lion (record­ed on CLI­CO's books) and US$376 mil­lion

Im­bert dis­missed Mark’s in­sin­u­a­tions about the val­u­a­tion process, stat­ing that the Gov­ern­ment had no role in de­ter­min­ing the val­ue of the shares.

He al­so re­ject­ed Mark’s de­mand for the gov­ern­ment to dis­close con­fi­den­tial min­utes and val­u­a­tions re­lat­ed to the sale.

“I must com­pel Colo­nial Life to dis­close to you, con­fi­den­tial val­u­a­tions and con­fi­den­tial min­utes of meet­ings? Look. All I will tell Sen­a­tor Mark, you go and try and com­pel a pri­vate com­pa­ny to dis­close their con­fi­den­tial cor­po­rate in­for­ma­tion. Go ahead, go to court and do it, be­cause this Gov­ern­ment is not go­ing to do that.”

Re­spond­ing to Mark’s claim that he had video ev­i­dence of a meet­ing be­tween Dr Row­ley, Young, and Cas­sidy, Im­bert said, “Pro­duce the video. Pro­duce it, bring it. Ab­solute rub­bish!”