A transaction between Proman Holdings (Barbados) Ltd and CL Financial jefe Lawrence Duprey for the sale of Clico Energy’s shares - described as the crown jewel of the group - cannot be ratified, attorneys for the conglomerate and its subsidiary, Clico, are contending.
In response to Proman’s appeal against a judge’s ruling which voided the sale of the lucrative energy assets in Process Energy (Trinidad) Limited (PETL), made three days after the Government bailed out the companies in early 2009, attorneys for CLF and Clico have asked for the 2021 ruling to stand.
They have also asked the appellate court to make a finding of fraud on Proman’s part.
“Proman’s actions were not only dishonest but fraudulent,” Senior Counsel Fyard Hosein, who leads a legal team for Clico, insisted on Friday.
At the time of the deal, CLF controlled 34 per cent, Clico another 17 per cent, with the remaining shares in PETL, which previously operated as Clico Energy Company Limited, being held by Proman.
The deal resulted in Proman controlling the entire company, which held a sizeable portion of the group’s stake in Methanol Holdings Trinidad Limited (MHTL) and other minor stakes in profitable energy companies.
In 2014, the International Court of Arbitration ordered Clico to sell its remaining shares in MHTL to Proman’s subsidiary, Consolidated Energy Limited (CEL), for US$1.175 billion (TT$7.485 billion).
In October 2021, Justice Devindra Rampersad ruled that Duprey acted oppressively and unfairly prejudicial to both companies’ interests when he cut the deal to sell CLF and Clico’s 51 per cent stake for a little over US$46.5 million.
He also ruled that the company was grossly undervalued, and voided the sale, ordering Proman Holdings to pay CLF the dividends it collected from the shares since 2009, plus interest.
In turn, CLF was ordered to reimburse Proman Holdings for the purchase price, plus interest.
Proman Holdings appealed Rampersad’s decision and on Friday, Justices Alice Yorke-Soo Hon, Gregory Smith and Vasheist Kokaram reserved their ruling after a full day’s hearing.
Proman’s lawyer, Simon Salzedo, KC, said Rampersad’s ruling was erroneous as he failed to address the ratification of the sale by Clico and CLF.
Proman’s appeal centred on the issue of ratification and the exoneration of Proman in the transaction.
During his submissions, Salzedo took the judges through the history of the dispute set out in tens of thousands of pages of statements and other documents forming the evidence in the case.
He said the court could not grant the declarations sought by CLF and Clico in its original lawsuit if the sale was not considered valid. In fact, he said the “transaction was and remains valid.”
Salzedo said CLF and Clico continued to use the benefits of the proceeds of the transaction years later and it was “too late” now to take issue with it.
However, in response, CLF and Clico’s attorneys maintained that the judge’s findings could not be faulted although admitting he should have gone further to make a
