05 October, 2007

NICA Dead

Let us Take NICA off Life Support. A group of shareholders of the National Investment Company of Anguilla Ltd met on 2 October at Bob Rogers’ home to consider the meeting that had taken place with the directors on 27 September. The number of members attending and showing interest continues to rise.

Concerns were expressed about the failure of the Board to have taken any steps to prosecute the offences revealed in the Report of Mr Avondale Thomas to the Court in Bob Rogers’ court case of 2003.

Others expressed worry on learning that the Board had leased the Wholesale Building to the Rum Factory at very unfavourable terms. They were paying rent of about $3,500.00 per month instead of $7,000.00. It was also noticed that the Rum Factory was trespassing onto land that they had not been leased. They were proposing to build 10,000 sq ft of storeroom on it.

What was even more worrying was the Board’s expressed intention to bring in to a future general meeting teams of experts to persuade us to let them develop the Gibbons Estate lands owned by the company at Lockrums. Members agreed that after nearly twenty years of mismanagement and inactivity, the company was brain dead and should now be taken off life support machines. The time for the Board to be coming with schemes to develop land was long past.

Particularly worrying to some was the announcement made on radio just that morning that the Board was calling a general meeting of shareholders to elect new directors and appoint new auditors on 22 October at 5:00 pm at the Stoney Ground Primary School. There was general consensus that the company should be taken out of its misery. It was time to apply to the court for a court supervised voluntary winding up. That means that it is pointless to appoint new directors. They will be replaced by the Liquidator immediately he is appointed.

Members also considered that it was pointless to conduct an audit of the company’s accounts over the previous thirteen years. It is not as if there would be an incoming new Board that needed to know what the state of the accounts was. We were now past the stage where audits were required. It would be a waste of money to audit the accounts just before the company was put into liquidation. Members agreed that the ideal Liquidator would be Mr Thomas. He would not need an audit to be presented to him for him to know what to do.

Several members expressed the strong desire that there be a resolution for the company to be wound up on the agenda of any future shareholders’ meeting. Members approved the following resolution to be submitted to the Board of Directors for inclusion in the official Notice calling the meeting: Resolved: That the National Investment Company of Anguilla Ltd be voluntarily wound up, under the supervision of the Court, that the assets of the company be sold, that the debts be paid off, and the balance distributed among the shareholders. Mr Avondale Thomas of Antigua to be the Liquidator of the company.


15 comments:

  1. Are the Directors paying themselves for their good works? On "Talk Your Mind" this week, Hubert stated that people "are being paid two, three, four thousand dollars a month to attend a board meeting once a month." He didn't call any names, but I wondered if he was referring to NICA.

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  2. Any funds which may have been misappropriated from NICA will lessen the distribution to shareholders if the company is liquidated. Any information on this subject, whether contained in the Thomas Report or elsewhere, should be given to the police for investigation. Liquidation of the assets of the company should not change this. I trust this will not be forgotten in the general confusion.

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  3. It would be a sad lost to the people of ANguilla if more ANguillian assets ended in the hands of foreign investors. I hope the Shareholders can see the long term view and not just sell the assets for short temr gain. I hope they can explore all options and do what's best for everybody.

    But first and most importantly they must get rid of all those currently on the NICA Board. Members who want to be on Board should undergo and vigorous, election process. Look for people with intergrity and capability who understand business and management and leadership.

    FInally, is it ethical to have the same person who wrote the Thomas report also function as auditor? Lets try and keep conflict of interest out of this. There are other capable, independent auditors we can work with.

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  4. By the way, those shareholders who want out, should be allowed to seel their shares to other persons who wil buy them. Presently, the Board does not allow anyone to sell shares.

    I am sure there is a way to price the value of those shares whether by appreciation or depreciation from the time they were held. Lets move on with NICA. I am not ready to say let it die. Just allow those who want to sell to get rid of their NICA investment. ANd those who want to take the high risk of purchasing NICA shares should be allowed to.

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  5. Our information is that the Directors have never paid themselves one penny for their efforts. All their work has been voluntary.

    IDM

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  6. The poster above who refers to the Thomas report confuses an auditor with a liquidator. There is a difference.

    I see no conflict of interest in Mr. Thomas being the liquidator.

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  7. Dr Lindel BrookesOctober 05, 2007 3:14 pm

    I would like to say that as we go through this process of understanding and bringing to a solution the problem of the failed National Investment Company of Anguilla (NICA), the management style of which in part has been described as "reckless" and "unorthodox", let us be mindful that our approach must parallel a higher ground of good reason, communication, transparency and accountability. We must act from a position of strength bound by the victimization of poor management and directorship of those we entrusted with our trust but equally so as share holders (investors). The simplicity of our behavior in response to our victimization, for almost two decades, however small a measure, may be contributory.
    I read the final Avondale Thomas Report of 14th, August 2003, and there is blame enough to go around the table. However, evidence of genuine hard work and commitment cannot be denied existed.

    NICA was incorporated and became a Public Company of Anguilla, January 27th, 1989. It has failed miserably due to a variety of errors including poor training and lack of proper skills. Shareholders have been marginalized and victims of gross neglect. To continue the existence of the company with such a pass and with such large financial deficiencies present seems unwise.

    The brilliance of developing land that NICO owns falls short of good reasoning even though the "economic growth" in Anguilla at the moment looks good. When one considers the years of loss and disappointment to the shareholders and the potential initial cost and time with years of uncertainty, such an endeavour seems humanly unreasonable.

    As pointed out in the Report, when Company Directors loose the trust of the shareholders and the public, and when the Court becomes involved, the matter is serious. I support the recommendation of winding the company up.

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  8. I agree that shareholders who are interested in selliing their shares should be allowed to do so. The Board is not stopping anyone from selling. The problem is that there is not a system set up to sell shares. this proposal should be introduced at the meeting on October 22. I will be the first to vote in favor to set up a system to allow those shareholders who want, be given that opportunity.

    Secondly, the Directors have not received a Red cent form NICA.

    Anguilla is on an upswing,to alienate more Anguilla's land is dumb. There is a hidden agenda by SOME, not ALL, who want to liquidate NICA,it will come out sooner or later.

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  9. To the person who made that last comment. First, the Liquidator will not be able to sell any NICA land to an alien. Only Government can permit land in Anguilla to be sold to an alien. The Liquidator cannot sell secretly to whomever he wants. It will have to be done in the open. If it is Court supervised, it will be subject to the sanction of the court. Every Anguillian will have an opportunity to purchase.

    No shareholder will be wise to sell his or her shares. We do not know what the true worth is. Persons offering to buy your shares are only trying to take advantage of you. They are not doing you a favour. We know that the 36 acres of land was bought for US10,000.00 per acre. Each acre is now worth about US#100,000.00. That is US$3.6 million. Our shares are probably worth five times what we paid. We will never know what the actual worth is until NICA's assets are sold by the Liquidator, if one is appointed, and the proceeds are shared out after the debts are paid. My recommendation is for us to hold on to our shares, unless we are offered a ridiculously high sum for them.

    IDM

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  10. WHat was the price of NICA shares in 1989?

    It seems like after all is said and down, nothing much will go to the shareholders. Will we have to pay the BOARD for all thsoe years of voluntary service? It would be interesting to know the company outstanding debt.

    Otherwise, the only people who will benefit are those Anguillians who can buy back the land and property from I am sure the private auction they would have.

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  11. In 1989 the company issued 4,900,000 ordinary shares at EC$1.00 per share.

    I believe that on a fair liquidation each shareholder will receive between EC$5.00 and EC$10.00 per share when the assets are sold. Because of the loss of value of money over the past 20 years, that will be barely the value we paid for them.

    IDM

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  12. I still maintain that those who want to sell their shares should be allowed to do so. If they want out so bad, I am sure they would get more than a fair price for what they pay for them.

    But whatever decision is made will depend on the majority vote of those attending the meeting. I suggest all shareholders make this a must meeting. The present Board needs to be relieved of their duties.

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  13. SOurce: (Web)
    Shares

    What happens in a share buy-back?
    In a share buy-back a company makes you an offer to buy back some of its own shares.

    There are several types of buy-backs. Two common types are:

    an equal access scheme - when the company offers to buy back the same proportion of each shareholder's shares

    a selective buy-back - when the company offers to buy back shares from only one or some of its shareholders.

    Another alternative is that the company may offer to buy the share back on the Stock Exchange.
    The company will send you a document offering to buy the shares. This will explain why it is making the offer and the steps it is taking to do this.

    A company may want to buy back its shares for a number of reasons, for example, to:

    distribute to shareholders funds that the company does not need

    reduce administrative costs in a listed company by buying out holders of small parcels of shares or

    enable a shareholder of a small company, who wants to sell their shares, to be bought out.

    In some cases, shareholders may be required to approve the share buy back. Each shareholder, whose shares the company wants to buy back, will receive an offer. Each shareholder must then decide whether they want to sell their shares.

    If you are happy with the company's future prospects then you may decide to keep your shares and you will not be forced to sell any of them.
    --------

    Is liquidation the only option?

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  14. To the person who asked about a share buy-back as an alternative to liquidating the company or selling our shares. A share buy-back needs special powers in the company's constitutional documents. NICA does not have such a power.

    It is impossible for NICA to buy back our shares, even if it wanted to.

    IDM

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  15. who are the inept Director's of Nica?

    Is there a bank account?

    Who are the authorized persons to sign?

    Was there money missing?

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