Permell challenges Agostini price offer for Prestige shares in High Court

Mi­nor­i­ty share­hold­er ad­vo­cate Pe­ter Per­me­ll has for­mal­ly re­ject­ed Agos­ti­ni Lim­it­ed’s $12.15-per-share ac­qui­si­tion of­fer for his shares in Pres­tige Hold­ings Ltd (PHL), elect­ing in­stead to have their fair val­ue de­ter­mined by the High Court.

Per­me­ll sub­mit­ted a no­tice of elec­tion to Agos­ti­ni on Fri­day (Oc­to­ber 30), ex­er­cis­ing his rights un­der By-Law 26(4)(b) of the Se­cu­ri­ties In­dus­try (Take-Over) By-Laws, 2005. A copy of the no­tice was al­so sent to the Trinidad and To­ba­go Se­cu­ri­ties and Ex­change Com­mis­sion.

His de­ci­sion came just days be­fore to­day’s 4 pm dead­line for ac­cep­tance of Agos­ti­ni’s ac­qui­si­tion of­fer to dis­sent­ing PHL share­hold­ers.

The takeover dis­pute dates back to June 17, 2025, when Agos­ti­ni launched its pro­posed ac­qui­si­tion of PHL through a share-swap of­fer to ac­quire all of the com­pa­ny’s is­sued and out­stand­ing shares.

Un­der the orig­i­nal arrange­ment, PHL share­hold­ers were of­fered 1 Agos­ti­ni share for every 4.8 Pres­tige shares held. Based on Agos­ti­ni’s share price of ap­prox­i­mate­ly $67 at the time, the of­fer im­plied a val­ue of ap­prox­i­mate­ly $13.96 for each PHL share.

More than 14 months lat­er, on Sep­tem­ber 3, 2026, Agos­ti­ni is­sued its no­tice of ac­qui­si­tion to dis­sent­ing PHL share­hold­ers, of­fer­ing $12.15 for each or­di­nary share. The com­pa­ny stat­ed that this rep­re­sent­ed the fair val­ue of the shares held by the re­main­ing mi­nor­i­ty share­hold­ers.

Per­me­ll, how­ev­er, re­ject­ed that val­u­a­tion af­ter re­view­ing the ba­sis and sup­port­ing ma­te­r­i­al used by Agos­ti­ni to ar­rive at the of­fer price.

In his no­tice of elec­tion, he for­mal­ly opt­ed to have the fair val­ue of his shares de­ter­mined by the court and re­quires Agos­ti­ni to ac­quire them at the val­ue ul­ti­mate­ly de­ter­mined.

Un­der By-Law 26(5), Agos­ti­ni is re­quired to make the rel­e­vant ap­pli­ca­tion to the Court with­in 90 days af­ter the date of its Sep­tem­ber 3, 2026 no­tice of ac­qui­si­tion, mak­ing De­cem­ber 2, 2026 the ap­plic­a­ble dead­line.

Per­me­ll said he had ab­solute­ly no re­grets about re­ject­ing Agos­ti­ni’s orig­i­nal share-swap of­fer.

In fact, he ar­gued that the sub­se­quent de­cline in Agos­ti­ni’s share price had re­in­forced his de­ci­sion.

Per­me­ll point­ed out that Agos­ti­ni’s share price of $67 was used to es­tab­lish the share-swap ra­tio when the of­fer was made on June 17, 2025. How­ev­er, by Fri­day (Oc­to­ber 30), Agos­ti­ni shares were trad­ing at ap­prox­i­mate­ly $44, rep­re­sent­ing a de­cline of 34.3 per cent.

“I am even more per­suad­ed now than ever,” Per­me­ll said, ar­gu­ing that the sub­se­quent fall in Agos­ti­ni’s share price had sig­nif­i­cant­ly af­fect­ed the val­ue of the orig­i­nal share-swap arrange­ment.

He al­so point­ed to PHL’s clos­ing mar­ket price of $12 on Oc­to­ber 30, ar­gu­ing that share­hold­ers who ac­cept­ed the orig­i­nal share-swap of­fer had seen the val­ue of their in­vest­ment de­cline. Per­me­ll said PHL share­hold­ers had suf­fered a loss of 23.6 per cent, equiv­a­lent to $2.83 for every PHL share pre­vi­ous­ly held. He said he had giv­en Agos­ti­ni am­ple op­por­tu­ni­ty to re­con­sid­er its $12.15 of­fer to dis­sent­ing mi­nor­i­ty share­hold­ers.

Per­me­ll dis­closed that he had sug­gest­ed the com­pa­ny make a cash of­fer of at least $14 per PHL share, which he con­sid­ered equiv­a­lent to the dol­lar val­ue of the orig­i­nal share-swap arrange­ment of one Agos­ti­ni share for every 4.8 PHL shares held. In his view, such an of­fer would have been more con­sis­tent with best prac­tice.

How­ev­er, Per­me­ll sug­gest­ed that Agos­ti­ni had cho­sen not to re­con­sid­er its po­si­tion, ef­fec­tive­ly de­cid­ing to stand its ground. He main­tained that the Se­cu­ri­ties In­dus­try (Take-Over) By-Laws, 2005 pro­vide an av­enue of re­course for mi­nor­i­ty share­hold­ers dis­sat­is­fied with the ac­qui­si­tion price, al­low­ing them to elect to have the fair val­ue of their shares de­ter­mined by the Court.

Hav­ing for­mal­ly ex­er­cised that right, Per­me­ll said he was re­serv­ing fur­ther com­ment and would al­low the le­gal process to take its course.