Asha Javeed

Lead Ed­i­tor In­ves­ti­ga­tions

asha.javeed@guardian.co.tt

Ni­Quan’s founder and chief vi­sion­ary of­fi­cer Ains­ley Gill has writ­ten to bankers, note­hold­ers and fi­nanciers say­ing that if the Gas to Liq­uids (GTL) plant does not get ur­gent fund­ing it will be forced “to cease op­er­a­tions and send home all em­ploy­ees”. The com­pa­ny has more than 70 work­ers.

Em­ploy­ees told the Sun­day Guardian that they have been fur­loughed un­til No­vem­ber and have not been paid their Au­gust and Sep­tem­ber salaries and are con­cerned whether they will be paid for Oc­to­ber.

They al­so ex­pressed con­cern that their Na­tion­al In­sur­ance (NIS) pay­ments and Pay As You Earn (PAYE) are not paid up to date by the com­pa­ny but were de­duct­ed from their salaries.

Em­ploy­ees shared an email with the Sun­day Guardian in which they queried the mat­ter with the Hu­man Re­sources team.

“The com­pa­ny has, and al­ways has had, every in­ten­tion to pay and re­solve this mat­ter ful­ly with the In­land Rev­enue and The Na­tion­al In­sur­ance Board and has been li­ais­ing with them con­tin­u­ous­ly. For in­for­ma­tion, in no way would any em­ploy­ee be per­son­al­ly held re­spon­si­ble to set­tle any short­falls ow­ing In­land Rev­enue, that onus is on the com­pa­ny through the PAYE sys­tem as are in­curred penal­ties,” a let­ter signed by HR to all em­ploy­ees stat­ed.

The let­ter not­ed that the out­stand­ing debt was sup­posed to be set­tled on the at­tain­ment of the Com­mer­cial Op­er­a­tions Date (COD) which has not yet been achieved.

“As a di­rect re­sult of not ob­tain­ing COD and oth­er plant is­sues since 2021, the com­pa­ny has been in­struct­ed by its lenders on what the com­pa­ny can utilise their fund­ing for, and can­not use their fund­ing for any­thing oth­er than what is ap­proved. They are al­so ful­ly aware of the sit­u­a­tion. We now have le­gal claims against Up­stream Down­stream and the GORTT, which was nev­er ex­pect­ed, and which could take some time to re­solve, so we do not have date cer­tain­ty to pro­vide at this time.

“Once the le­gal cas­es are re­solved and dam­ages are ob­tained, then the com­pa­ny will pay the full amounts owed to the In­land Rev­enue and The Na­tion­al In­sur­ance Board to re­solve the mat­ter,” the let­ter said.

Em­ploy­ees told the Sun­day Guardian that some have sought le­gal ad­vice on the mat­ter. Last week, they said,  the com­pa­ny held a vir­tu­al meet­ing with staff and “was ac­tu­al­ly en­cour­ag­ing us to seek em­ploy­ment”.

“They just told us and gave us per­son­al let­ters, we had no choice,” one em­ploy­ee said.

In a let­ter dat­ed Sep­tem­ber 21, 2023, Gill wrote to note­hold­ers ex­plain­ing: “The com­pa­ny has tried to raise new eq­ui­ty fund­ing through a re­cent cash call to share­hold­ers with lim­it­ed suc­cess. We are there­fore com­pelled to give no­tice that ab­sent fund­ing of the bud­get­ed amount, re­gret­ful­ly and sad­ly Ni­Quan will with­in the com­ing week be forced to cease all op­er­a­tions and send home all em­ploy­ees.

“Fur­ther, stem­ming from Ni­Quan Found­ing Chair­man, John An­drews state­ment in the me­dia and the pos­i­tive feed­back, Mr An­drews will be reach­ing out di­rect­ly to the Prime Min­is­ter for an ur­gent meet­ing next week to dis­cuss with a view to­wards a res­o­lu­tion.”

In his let­ter, Gill ex­plained that the plant was now in “silent mode” and that funds were need­ed for “cer­tain nec­es­sary and crit­i­cal pay­ments which must be made now in­clud­ing month­ly in­sur­ance pre­mi­ums to avoid can­cel­la­tion of the OCIP In­sur­ances and phys­i­cal se­cu­ri­ty for the plant”.

He said that crit­i­cal pay­ments in­clude salaries, over­due elec­tric­i­ty charges to avoid dis­con­nec­tion by T&TEC, pro­cure­ment of cer­tain con­sum­ables to main­tain the cat­a­lysts and oth­er vi­tal parts of the plant and pay­ment of judg­ment debts to avoid com­mence­ment of en­force­ment ac­tion by cred­i­tors, in­clud­ing the con­tin­u­a­tion of a wind­ing up pe­ti­tion lodged by South­ern Sup­plies Lim­it­ed and which had been stayed while cer­tain in­stal­ment pay­ments were be­ing made to them.

He said that the three-month bud­get need­ed im­me­di­ate­ly was US$2,576,575. Of this amount, the in­sur­ance of US$483,399 which is due and the phys­i­cal se­cu­ri­ty ven­dor cost of US$200,000 are manda­to­ry for all reg­u­lat­ed en­er­gy plants.

The Sun­day Guardian un­der­stands that the 21-day stay on the $20 mil­lion judg­ment in favour of for­mer vice pres­i­dent David Small has passed and his lawyers have writ­ten to Ni­Quan de­mand­ing full pay­ment or they will seek to wind up the com­pa­ny.

Ni­Quan de­clined to com­ment to the Sun­day Guardian.

Le­gal bat­tles ahead

In his let­ter to note­hold­ers, Gill said Ni­Quan had held dis­cus­sions with the Trinidad and To­ba­go Up­stream Down­stream Com­pa­ny (TTUDEO­CL) and would agree to ne­go­ti­ate an­oth­er con­tract if US$10 mil­lion of the US$21 mil­lion debt was paid up­front.

The Sun­day Guardian un­der­stands that while Ni­Quan has sought to en­gage the Gov­ern­ment in­for­mal­ly, there has been no meet­ing be­tween the Gov­ern­ment and Ni­Quan be­cause it is a com­mer­cial con­tract be­tween Ni­Quan and TTUDEO­CL.

The Sun­day Guardian un­der­stands that to date, Ni­Quan has made no pay­ment to TTUDEO­CL.

Fur­ther­more, the com­pa­ny has not yet been giv­en clear­ance by the Min­istry of En­er­gy and En­er­gy In­dus­tries (MEEI) to restart op­er­a­tions fol­low­ing the June 15 ac­ci­dent at the plant which sub­se­quent­ly led to the death of 35-year-old pipe fit­ter Al­lan­lane Ramkissoon.

Gill told note­hold­ers that Ni­Quan’s Board and ex­ec­u­tives have been try­ing to seek an am­i­ca­ble res­o­lu­tion with the Gov­ern­ment.

He said that “fail­ing a fair and rea­son­able and com­mer­cial­ly vi­able com­pro­mise” be­ing reached with TTUDEO­CL, Ni­Quan would pur­sue dif­fer­ent le­gal strate­gies: (1) the Ap­peal for the manda­to­ry in­junc­tion against UD and de­c­la­ra­tion against GORTT, (2) the fil­ing of a Re­quest for ICC Me­di­a­tion, and (3) the com­mence­ment of the sub­stan­tive claim un­der ICC Ar­bi­tra­tion”.

He said that the ap­peal on Jus­tice Kevin Ram­cha­ran’s Au­gust 21 de­ci­sion which de­nied Ni­Quan an in­junc­tion to com­pel the State to sup­ply nat­ur­al gas to the plant was filed on Au­gust 29 and Ni­Quan’s writ­ten sub­mis­sions set­tled by Stu­art Isaacs, KC, were sub­mit­ted on Sep­tem­ber 19. He ex­pects the mat­ter to be heard by ear­ly No­vem­ber.

“Al­ter­na­tive­ly, if Ni­Quan does not get gas back to the plant, Ni­Quan will pur­sue all le­gal re­course and claim for dam­ages and loss prof­its from which pro­ceeds to all Note­hold­er will be paid, al­beit a bit more pro­tract­ed over 18–24 months. Ni­Quan and its le­gal ad­vis­ers are of the view that it has a strong case,” he said.

He not­ed that Ni­Quan is cur­rent­ly await­ing clear­ance from the MEEI pend­ing the com­ple­tion of their in­ves­ti­ga­tion.

“Ni­Quan ex­pects that the in­ves­ti­ga­tion would be giv­en pri­or­i­ty for com­ple­tion, giv­en the im­por­tance of the in­ci­dent and high pub­lic in­ter­est. Based on the MEEI in­ves­ti­ga­tion out­come, it is an­tic­i­pat­ed that Ni­Quan would be no­ti­fied of any start-up de­pen­dent ac­tions and giv­en an op­por­tu­ni­ty to ad­dress the same,” he said.

He blamed the Gov­ern­ment for where Ni­Quan present­ly stands.

“One could not have ex­pect­ed that the GORTT would re­nege on its Cab­i­net de­ci­sion and un­der­tak­ing to en­sure that the plant re­ceived a guar­an­teed sup­ply of gas from the Min­is­ter’s Share/Gov­ern­ment Nat­ur­al Gas, though UD, that was not sub­ject to avail­abil­i­ty, cur­tail­ment of use of rea­son­able en­deav­ours. The Ni­Quan suite of project agree­ments are clear and un­equiv­o­cal, and the gas sales con­tract is what all in­vestors re­lied on to make their in­vest­ment, and it is the jew­el in the crown that cre­ates the val­ue for all,” he said.

Man­age­ment change

Mean­while, in a bid to sal­vage the in­vest­ment, fi­nanciers have been try­ing to move Gill from the helm of the project. How­ev­er, Gill is the largest share­hold­er of the com­pa­ny.

But fi­nanciers, who have pumped hun­dreds of mil­lions in­to the project, be­lieve that Gill’s le­gal bat­tles with for­mer ex­ec­u­tives have cost the com­pa­ny from a rep­u­ta­tion­al per­spec­tive.

To get Gill out of the project, Ni­Quan’s note­hold­ers have to agree to such a move.

Ni­Quan was set to re­fi­nance its bonds for US$300 mil­lion ($2 bil­lion TT) by Ju­ly 31 but the ac­ci­dent set it back.

Ni­Quan owes hun­dreds of mil­lions to fi­nanciers in T&T—among them banks and cred­it unions and in­vest­ment com­pa­nies. Even the Gov­ern­ment, through Petrotrin, has pref­er­ence shares in Ni­Quan.

Ni­Quan raised mon­ey on the in­ter­na­tion­al bond mar­ket, loans and sums from lo­cal in­vestors which in­clude Re­pub­lic Bank Lim­it­ed, RBC Trust (Trinidad and To­ba­go) Lim­it­ed, Bea­con In­sur­ance Com­pa­ny, First­line Se­cu­ri­ties, Prime Cap­i­tal Lim­it­ed, JMMB Se­cu­ri­ties Lim­it­ed, Wa­ter­loo Cap­i­tal Ad­vi­sors, KCL Cap­i­tal Mar­ket Bro­kers Lim­it­ed, In­shal­lah In­vest­ments, Farm Chem En­gi­neer­ing  Man­age­ment Lim­it­ed, GM Homes Lim­it­ed, M&J Ser­vices Lim­it­ed, Cen­tral Fi­nance Fa­cil­i­ty Co­op­er­a­tive So­ci­ety of Trinidad and To­ba­go Lim­it­ed, Petrotrin and Wash­ing­ton DC reg­is­tered, Ni­quan En­er­gy LLC.

On Sep­tem­ber 22, Ni­Quan’s chair­man John An­drews, in a news­pa­per ad­ver­tise­ment, asked the Gov­ern­ment to up­hold the “sanc­ti­ty of con­tract” even though no con­tract ex­ists be­tween the com­pa­ny and the State.

The di­rec­tors of Ni­Quan En­er­gy Trinidad Ltd, as of the com­pa­ny’s 2022 an­nu­al re­turn, stamped on Au­gust 15, 2022, are An­drews, Al­i­son Lewis, Nicholas Galt, Lar­ry Fe­lix and Gill.