NICA Saga Continues. Last evening, the general meeting of shareholders in the distressed company, the National Investment Company of Anguilla, continued. The meeting was nearly a fiasco. Only the good sense of the temporary Chair, Navine Kissob, saved the day. The company had originally arranged this general meeting two weeks ago. The notice calling the original meeting had been published in the newspapers. Paragraph 3:3 of the company’s by-laws says each shareholder is entitled to receive a written notice. A notice published in the newspaper cannot replace the mandated individual written notice. So, the meeting was not a properly called one. Any decision taken at it would have been invalid. The Agenda included electing new directors and appointing a new Auditor. These are sufficiently serious matters to require that any meeting arranged to accomplish them should be properly called!
In the event, there were not enough shareholders present at the original meeting when it began two weeks ago. The by-laws require 51% of the shares to be represented. Only about 45% turned up. So, the meeting was adjourned for two weeks to last evening. No notice of the adjourned meeting was necessary, according to the statute and the by-laws. In their wisdom, the company decided to publish a new notice of the meeting. They did not advertise it as the “adjourned” meeting. They advertised it as, in effect, a new meeting! And, they changed the Agenda published in the newspaper! For example, they omitted from the adjourned Agenda the item of election of new directors which had been on the original Agenda. So, it was not an adjourned meeting. It was a new meeting.
We all turned up to what should have been the adjourned meeting in numbers yesterday evening. It seemed to me that there were many more shareholders present than at the first meeting two weeks ago. The Chair agreed that as neither of these meetings had been called in accordance with the by-laws there could be no question of electing new Directors or appointing new Auditors. The meeting continued on the basis that it was to be held purely to listen to the financial status of the company and to discuss options for the way forward. The long-suffering company accountant, Felicia Hill, bore the brunt of revealing to the shareholders the status of the company’s accounts. She held up well to the pressure, I must say!
She told us that the land at Sandy Ground had been bought in 1989 for EC$284,000.00, and the warehouse built for EC$735,000.00. That was a total of EC$1,019,000.00. The land and building had just been valued at EC$3,306,000.00. So, after nearly 20 years, this investment has shown a 300% increase. I do not know what this amounts to, when you realize that the dollar lost 25% of its purchasing power last year alone. A barrel of oil has jumped from $30.00 to $90.00, or an increase of 300%, in that time.
She told us that the Lockrums, or Gibbons Estate, land was bought for EC$1,523,000.00. It has now through the effluxion of time been given an increased value of EC$10,055,000.00. Without a stroke of action by the Board, this asset has increased in value by 700%. You might well say, thank heavens they did not touch it! It would almost invariably have lost value if they had.
She told us that NICA has shares in various companies that it originally bought for EC$1,339,000.00. The value of these shares may have gone up, or they may have gone down. On the other side of the balance sheet, NICA has overdrafts of EC$403,000.00. An overdraft in my business days attracted interest of nearly 20%. Why NICA would hold shares in companies that may or may not pay dividends and simultaneously carry an overdraft of nearly a half-million dollars for over 15 years, is a complete mystery to me! She told us the Board had decided to liquidate some of the investments and to clear the overdraft. That is at least fifteen years too late.
She then told us that the directors were considering three different options for the future progress of the company. One was a 100% “buy out”. Two was a partial buy-out. And, three was a voluntary liquidation. She did explain that it was only in the third option that the shareholders can be sure that the full and true value of the assets of the company can be ascertained. Worse, she told us that the directors were discussing with “new investors” the partial buy-out option. Partial buy-out? First time we are hearing about this! Those shareholders who want desperately to sell will have someone to sell to? What measure will these new “investors” use to decide how much to offer for our shares? There was no hint of the identity of these new “investors”. Some unknown person is going to come and make some private deal with the poorest of the shareholders and, basically, con them out of their shares? Over my dead body! The only way we shareholders can be sure that we get value for our investment is for the total assets of the company to be sold in the open market and the proceeds divided among us. That is called a “voluntary winding-up”. It is the only clean, transparent, above-board, and fair way of realizing the value of our investment. That is option number three.
Under the chairmanship of Bob Rogers the shareholders will meet at Upper Level, English Rose, at 5:00 pm on Tuesday 13 November to agree on the wording of a requisition to summon a meeting of shareholders to decide on this very solution. We need 5% of the shareholders in NICA to sign that requisition. We can only hope that in the meantime the Board of NICA does not give away the warehouse!
I had to leave the meeting early to take Bob home. If there is any important matter discussed at the meeting after that, would some shareholder who was present please inform us?