WIBISCO suing Sagicor, NIB

by Stacey RussellWEST INDIA BISCUIT Company Limited (WIBISCO) has slapped Sagicor Financial Corporation and the National Insurance Board with a civil suit over the sale of Sagicor’s shares to the NIB in a private placement last December.According to the claim form filed in the Supreme Court last Monday, WIBISCO is seeking, inter alia, a declaration that the issuance of the 11.76 million new shares, issued to NIB “was contrary to and in breach of [Sagicor’s] restated Articles of Incorporation and the rules of the Securities Exchange of Barbados 1987, and is accordingly null and void”.On December 29, 2009, Sagicor closed the deal with the NIB issuing the shares at $3.32 per share, 18 cents below the then trading price of $3.50 per share. The document said WIBISCO was also seeking a declaration, under Section 228 of the Companies Act, that the transaction was “oppressive and/or unfairly prejudicial to and/or unfairly disregarded the interests of [WIBISCO] as a shareholder of [Sagicor].WIBISCO, the holder of 2.73 million shares in Sagicor, was pursuing an order setting aside the private placement and directing the secretary of Sagicor to amend its register of shareholders accordingly, the claim form stated.Alternatively, WIBISCO was seeking an order directing Sagicor to hold a shareholders’ meeting within 60 days of the date of such an order for the ratification of the private placement to be discussed; and either “in the event that the majority of the shareholders of [Sagicor] resolves to ratify the private placement, an order directing [Sagicor] to apply to the Barbados Stock Exchange [BSE], within 60 days of the date of the meeting at which the private placement was ratified, for its approval and acceptance of the private placement”.The claim of the manufacturer of cookies and crackers included another alternative for an order setting aside the private placement and directing Sagicor’s secretary to amend its shareholders’ register accordingly if the majority of Sagicor’s shareholders did not approve the private placement or the BSE failed to approve or accept it.WIBISCO is also seeking damages, an injunction restraining Sagicor through its “directors, officers, servants or agents or otherwise howsoever from initiating or completing any further transactions for issuance of shares by private placement”, payment of its “costs of and incidental to” the court action by Sagicor, and any other relief that the court considered appropriate. (SR)