Sto­ries by Asha Javeed

Lead Ed­i­tor - In­ves­ti­ga­tions

asha.javeed@guardian.co.tt

Patrick Fer­reira, an al­ter­nate di­rec­tor at the Fur­ness Group of Com­pa­nies, is now chair­man of three state com­pa­nies that con­trol close to $40 bil­lion in as­sets.

Fer­ri­era, chair­man of the Na­tion­al In­sur­ance Board (NIB), was named chair­man of Home Mort­gage Bank (HMB) on June 20 and of the T&T Mort­gage Fi­nance Com­pa­ny (TTMF) on June 27.

The chair­man­ship of both en­ti­ties moved from Dou­glas Ca­ma­cho to Fer­ri­era in the past three weeks.

The NIB owns 100 per cent of the HMB and 51 per cent of TTMF, with the 49 per cent bal­ance be­ing held by the Gov­ern­ment through Cor­po­ra­tion Sole. And Fer­ri­era is the chair­man of all three en­ti­ties.

Jen­nifer Lutch­man, act­ing per­ma­nent sec­re­tary of the Min­istry of Fi­nance, is list­ed as deputy chair­man of HMB and TTMF. On June 7, the board of HMB was re­placed with Calvin Bi­jou, Gre­go­ry Marchan, Robert C Green, Richard Rop­er and An­tho­ny G Camp­bell.

Both HMB and TTMF now have the same di­rec­tor­ship.

In the pub­lished no­tice, it said Ca­ma­cho did not of­fer him­self for re-elec­tion at the 2022 an­nu­al gen­er­al meet­ing of the share­hold­ers and there­fore ceased to be a di­rec­tor of the com­pa­ny.

Fer­ri­era’s ap­point­ment as chair of the NIB board was chal­lenged by ac­tivist Ravi Bal­go­b­in Ma­haraj, who filed a law­suit against Fi­nance Min­is­ter Colm Im­bert over his de­ci­sion to ap­point him. How­ev­er last De­cem­ber, Jus­tice Jacque­line Wil­son, ruled in favour of Im­bert and dis­missed Ma­haraj’s ap­pli­ca­tion for ju­di­cial re­view.

New CEO

Price­Wa­ter­House­C­oop­ers (PWC) has been man­dat­ed to restart the process of sourc­ing a chief ex­ec­u­tive for the pro­posed en­ti­ty, which will come from the merg­er of the HMB and TTMF.

It’s an­oth­er de­lay in the merg­er process—it was pro­posed over ten years ago and for­mal­ly ap­proved in 2021—and part of the shake­up that has tak­en place with the en­ti­ties over the past sev­er­al weeks.

The Sun­day Guardian un­der­stands that while the re­cruit­ment process had been com­plet­ed and a can­di­date in­ter­viewed and iden­ti­fied for the po­si­tion un­der the pre­vi­ous chair­man, the new board wants to restart the process.

As such, PWC, con­sul­tant to the merg­er, has been tasked to re­cruit and in­ter­view can­di­dates once again.

When the Sun­day Guardian queried the cost of the process, an in­formed source ex­plained that PWC had bun­dled the cost of the re­cruit­ment in­to its month­ly fees to the NIB.

The TTMF orig­i­nates mort­gages by lend­ing mon­ey to po­ten­tial home­own­ers, while the HMB pack­ages mort­gages in­to se­cu­ri­ties that can be sold to in­vestors.

In its 2022 an­nu­al re­port, the TTMF said it achieved growth in as­sets of 8.46 per cent to $5.15 bil­lion and prof­it be­fore tax of $136.1 mil­lion, up from $127.7 mil­lion in 2021, a 6.6 per cent year-on-year in­crease.

“This strong fi­nan­cial per­for­mance con­tin­ues the mo­men­tum of pri­or years and ef­fec­tive­ly cre­ates a sol­id plat­form from which we can pro­vide sus­tain­able re­turns to our share­hold­ers, the Na­tion­al In­sur­ance Board of Trinidad and To­ba­go and the Min­is­ter of Fi­nance/Cor­po­ra­tion Sole.

“It al­so en­ables us to suc­cess­ful­ly de­liv­er on our pri­ma­ry man­date, which is to pro­vide af­ford­able fi­nanc­ing to the cit­i­zens of Trinidad and To­ba­go. This po­si­tion of strength fu­els our op­ti­mism in the com­ing year ahead of the merg­er of TTMF and Home Mort­gage Bank (HMB).

“Once com­plet­ed, the merged com­pa­ny will lever­age the com­bined strengths of the two com­pa­nies and en­able in­no­va­tion and dy­namism in the next chap­ter of the com­pa­ny’s evo­lu­tion as we con­tin­ue to pro­vide af­ford­able mort­gage fi­nanc­ing and gen­er­ate pur­pose-dri­ven out­comes that ben­e­fit all our stake­hold­ers,” for­mer chair­man Dou­glas Ca­ma­cho had said in the re­port.

Since Bud­get 2012 for­mer fi­nance min­is­ter Win­ston Dook­er­an had first float­ed the merg­er “for which an ini­tial pub­lic of­fer (IPO) by the Gov­ern­ment will be made”.

Pro­posed changes

The NIB board, on Au­gust 6, 2021, as well as the boards of the TTMF and the HMB, for­mal­ly ap­proved the merg­er of TTMF and HMB.

In an an­nounce­ment in 2021, the TTMF and the HMB said the merg­er would be ef­fect­ed through the fol­low­ing mech­a­nism:

• A re­struc­tur­ing of the share­hold­ing of the HMB such that TTMF will be­come HMB’s sole share­hold­er;

• An al­lot­ment of shares of TTMF to the NIB; and

• The sub­se­quent liq­ui­da­tion of HMB, with the dis­tri­b­u­tion of as­sets of HMB to TTMF.

In the reg­u­la­to­ry fil­ing at the time, the en­ti­ties said: “The merg­er is in­tend­ed to achieve busi­ness syn­er­gies be­tween HMB and TTMF re­sult­ing in in­creased re­turns to the share­hold­ers of each en­ti­ty, an im­proved ser­vice to cus­tomers and an en­hanced en­ti­ty for the ben­e­fit of em­ploy­ees and cred­i­tors.”

“Our Board of Di­rec­tors re­mains com­mit­ted to en­sur­ing the suc­cess­ful tran­si­tion to the new com­pa­ny, and I thank our teams for every­thing they have done to sup­port what has been one of our most im­por­tant strate­gic ini­tia­tives.

“Af­ford­able hous­ing is es­sen­tial to the fu­ture of our in­dus­try, our com­mu­ni­ties and ul­ti­mate­ly our coun­try. Through a com­bi­na­tion of pub­lic poli­cies, pub­lic-pri­vate part­ner­ships and fi­nan­cial re­sources, the gov­ern­ment has im­ple­ment­ed a se­quenced and com­ple­men­tary pro­gram to ex­pand the pool of af­ford­able and qual­i­ty hous­ing for the cit­i­zens of Trinidad and To­ba­go, par­tic­u­lar­ly the low-in­come and vul­ner­a­ble seg­ments.

“The al­lo­ca­tion of $1.5 bil­lion to the Hous­ing De­vel­op­ment Cor­po­ra­tion (HDC) in the gov­ern­ment’s 2022/2023 na­tion­al bud­get as well as the re-or­gan­i­sa­tion of the HDC in­to three com­pa­nies, which col­lec­tive­ly will de­liv­er well-de­signed and af­ford­able hous­ing so­lu­tions for qual­i­fy­ing per­sons from the low- and mid­dle-in­come groups, will sup­port the de­liv­ery of hous­ing so­lu­tions for low-in­come earn­ers.

“Fur­ther­more, TTMF and HMB, when merged, will be well-po­si­tioned to pro­vide re­sources for fi­nanc­ing the stock of hous­ing units as well as fa­cil­i­tate bet­ter ac­cess to mort­gages,” Ca­ma­cho said in the 2022 an­nu­al re­port.