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THE sale of Trincity Mall is officially off, as the government is set to agree to accept the consortium of buyers’ proposal for the return of their deposit and related costs. Newsday understands the government has been in discussions with the court-appointed liquidator on the proposal advanced last week on behalf of the consortium.
The consortium of buyers behind the $505 million purchase of Trincity Mall expressed its intention to pull out of the deal due to the criminal investigation into the sale of CL Financial (CLF) assets and the High Court injunction that halted the transaction earlier in October.
In a letter dated October 15, attorney Melissa Inglefield of Hamel-Smith & Company, writing on behalf of the buyers, informed Bernard Shepherd, SC, of Lex Caribbean, that her clients were seeking a full refund of their deposit and related costs following the injunction and police probe.
The correspondence, addressed to Shepherd as attorney for the vendor, Trincity Commercial Centre Ltd (TCCL), which includes Trincity Mall, followed the October 13 injunction granted by Justice Kevin Ramcharan at the request of the Attorney General.
The injunction halted the pending sale just hours before it was due to be finalised, amid mounting scrutiny over the management of CLF's liquidation.
The sale of Trincity Mall, one of the most valuable commercial properties in the CLF portfolio and a key asset of Home Construction Ltd (HCL) — a subsidiary of CLF — was given the go-ahead in April by liquidators Grant Thornton to the consortium comprising businessmen John Aboud and Anthony Rahael, along with contractors Kallco Ltd and Fides Ltd.
Inglefield’s letter said the buyers had been “ready and willing” to complete the transaction but could no longer proceed due to “serious concerns about the legality and validity of the sale.”
“We further note the recent reports on commentary by the main creditor of CLF (the government) regarding the sale of assets by the liquidator, as well as the report that the Commissioner of Police has directed the Anti-Corruption Investigation Bureau (ACIB) to launch a criminal probe into the sale of key CLF assets,” the letter stated.
The attorney said these developments “have a considerable negative impact, both on our client and on the transaction,” and raised questions about whether the vendor could “provide clear title or meet the conditions precedent” of the sale agreement.
She added that the uncertainty surrounding the sale had already caused reputational damage, operational disruptions, and financial exposure for the consortium and mall tenants.
“At minimum, the issues that have been raised expose our client and the target to considerable (unwarranted) reputational risk,” the letter continued. “The injunction and/or the probes that are apparently to be conducted, to the extent that they impact the vendor's ability to complete the proposed sale, will delay the closing of the transaction.”
Inglefield said the mounting legal and political fallout constitutes a “material adverse change” under the sale agreement, entitling the purchasers to withdraw from the deal. She proposed an amicable termination under Clause 11.1(v) of the contract and requested a full refund of the deposit, along with reimbursement of costs totalling $4.75 million, inclusive of accrued interest.
“It is in the best interests of all parties to resolve this matter amicably,” Inglefield wrote, warning that further litigation would “only prolong delays, increase costs, and add uncertainty.”
The proposal, made on a without-prejudice basis, emphasised that the buyers’ withdrawal should not be construed as an admission of liability or unwillingness to perform their obligations. The buyers, the letter added, reserve the right to either proceed with the transaction or formally terminate under Articles 11.1(iii), (iv), and (vii) if no agreement is reached.
A letter, sent to the AG by attorneys for Legacy Shareholders, a group representing CLF shareholders and residual creditors, on October 7, detailed what was described as “grave concerns” over the sale of CLF assets under questionable circumstances, including the 2023-2024 proposed sale of TCCL for $505 million, a figure reportedly almost half the 2021 court-approved valuation of $900 million.
Police Commissioner Allister Guevarro directed the Anti-Corruption Investigation Bureau (ACIB) to launch a criminal probe into the sale of CLF’s assets, while the government, simultaneously, through the Attorney General, sought the court’s intervention to stop the sale of Trincity Mall.
The injunction came just hours before the deal was reportedly set to be finalised at 4 pm on October 13.
Ramcharan, who has been overseeing the CLF liquidation since the company was wound up in 2017, granted the injunction, which was subsequently served on Lex Caribbean, attorneys for Grant Thornton, the court-appointed liquidators. The matter was expected to return to court on October 27, with the Attorney General filing its formal injunction application on October 21.
The government is CLF’s principal creditor, having injected $28 billion during the 2009-2012 bailout of the once-largest private conglomerate in TT, before its 2009 collapse.
In its report to the court in October 2023, the liquidators noted that in April 2023, they had received four offers for the shares in TCCL and two for Trincity Mall property assets.
“None of the offers received were equal to or higher than the approved, minimum sale value(s) ascribed to the asset via the order made by the court on November 11, 2021, which, inter alia, permits the joint liquidators to sell the shares in Trincity Commercial Centre or Trincity Mall,” the report noted.
Immediately after the injunction was granted, CLF’s largest shareholder welcomed the halt of the sale of TCCL. In an interview with Newsday, Carlton Reis, representative of Dalco, said the decision vindicated years of shareholder warnings about irregularities in the liquidation process. Reis has previously written to the commissioner, the Prime Minister and the Finance Minister, urging a criminal probe into the sale of CLF assets.
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