It may be a round-and-about way but Michael Ashcroft is apparently still attempting to purchase shares and be a majority shareholder in Belize Telemedia. In a letter to the Prime Minister dated September 23, one of two trustees of the so called BTL Employees Trust, Dean Boyce, wrote the Prime Minister explaining that the Trust is interested in purchasing shares in BTL. The letter states, “it is now clear that an opportunity exists for the Trust to secure… a majority equity stake in BTL.” In speaking with the Prime Minister, Hon. Dean Barrow, he explained that there is no way that government will countenance such a request. He went on to explain that the maneuver is one where, again, Ashcroft is trying to get control of BTL, which will not be allowed.
While the trust will not be given an opportunity to purchase the majority shares in BTL, the Prime Minister says that government is inclined, however, to give the real employees of BTL an opportunity to purchase shares in the company. He explained that if the Telemedia employees express interest in purchasing shares in the company, they would be given preference so much so that government would be selling them shares at less than the selling price which will be offered to the general public. However, the BTL employees have to secure the funding for the purchase of the shares. He added that “we are amenable to sitting down and working at a means of them purchasing shares through their trust.” The employees of BTL, says the P.M., would have to set up their own trust with them fully in control of it and through that means they would be able to purchase shares in the telecommunications company.
For clarity we need to explain the structure of the Ashcroft BTL Employees Trust. The trust deed explains what the trust is. From the onset it is clear that BTL employees have no say in the doings and maneuverings of the trust. The deed states that “THE Trust… shall be known as ‘The BTL Employees Trust or such other name as the Original Trustees with the written approval of the Protector shall declare.” The document goes on to define the Beneficiaries, Protector, Trustees, Trust Property and Trust Purposes.
Under “Beneficiaries” the document indicates that “the ‘Beneficiaries’ means the employees of Belize Telemedia Limited (BTL) (or any successor company thereto) for the time being.” That latter phrase ‘for the time being’ clearly indicates that at any point in time there can be changes made to those who are the beneficiaries.
Under the “Protector”, the document indicates that it “means The Belize Bank Limited but only for as long as there is any indebtedness owed by the Trust to the Belize Bank Limited (or to any other company that is an affiliate of The Belize Bank Limited or any ultimate controlling shareholder of The Belize Bank Limited), the Belize Social Security Board or the Government of Belize…”.
Under the “Trustees”, the document specifies that it “means the Original Trustees and or the trustees or trustee of this Trust for the time being or any one of them.” These original Trustees are Dean Boyce and Keith Arnold. Further reading of the deed states that “the Trustees shall have all the powers of an absolute owner in relation to the development, improvement, management and administration of the Trust Property. This clearly indicates that employees, again, have no say in the Trust.
The “Trust Property” is defined as “the 2 issued shares of Sunshine Holdings Limited (constituting the entire issued share capital of Sunshine Holdings Limited) specified in the Schedule”. (The SCHEDULE indicates that there are “2 ordinary shares in the issued share capital of Sunshine Holdings Limited (comprised of share certificates 1 and 2). 1 share in the name of the “Trustees of the Belize Telecommunications Limited Employees Trust” and the other in the name of Dean Boyce.” This indicates that Keith Arnold and Dean Boyce as the trustees own one share and Dean Boyce owns the second share.
The document states that The “Trust Purposes means the use of the Trust Property for the long term benefit of the Beneficiaries and such other purposes related thereto as may be approved from time to time by the Protector (read Belize Bank) and the Trustees (read Dean Boyce and Keith Arnold) in consultation with the Employees Representatives.
From the onset it is clear that the Trust was never created to benefit any of BTL’s employees, after all, it is the trustees, Boyce and Arnold who along with the Belize Bank have all the say in matters related to the Trust. At no point in the document is it specified that the employees of the telecommunications company would have any say in the Trust.
