Tonight an air of uncertainty hangs over BTL's Annual General Meeting which is scheduled for Friday night.
That's because of a decision coming out of a special sitting of the Caribbean Court of Justice which held a videoconference hearing today.
As we reported, the Ashcroft Alliance filed claims at the CCJ in an attempt to block the Government controlled Board from issuing any dividends at the AGM, which is scheduled for Friday.
As we put it last week, an AGM without dividends being paid out - is like a birthday party without the cake - and that's just what the court says has to happen.
Dean Boyce of the BTL Employee's Trust and the British Caribbean Bank had their claims heard this morning at 8 in the Supreme Court.
Their attorneys, Godfrey Smith and Eamon Courtenay, presented their arguments as to why the CCJ should intervene and restrain the Government of Belize, being the majority shareholder, from exercising its power to lead the AGM to the declaration of dividends on Friday.
The attorneys for the GOB, Denys Barrow and Magali Perdomo, responded to those arguments and after about an hour of proceedings, the CCJ ruled in the favor of the Aschroft Alliance, ordering that the declaration of dividends must be adjourned to a date no earlier than December 14, 2012.
We spoke to both sides after the hearing, and here's what they told us about their arguments:
Godfrey Smith - Attorney for Dean Boyce
"The matter before the CCJ this morning was an application by Dean Boyce and the British Caribbean Bank to attempt to restrain the annual general meeting of BTL, scheduled for Friday, particularly, to restrain any declaration or payment of dividends. What the Caribbean Court of Justice decided to order today was that the respondents - meaning the Attorney General and the relevant minister - must take all steps within their powers - whether directly or indirectly - to ensure that the agenda item dealing with the declaration of dividends is adjourned to a time not before December 14 of this year, which would be 1 year. And the simple reason behind all of that is to preserve the status quo of the parties - preserve the assets."
Denys Barrow - Attorney for GOB
"The point which we were making is that there were 2 acquisitions: 2009 and 2011. The 2009 acquisition was struck down, and the case which is before the CCJ right now is that when the Court of Appeal struck down the 2009 acquisition, it did not give them any award of damages. It did not make an order saying you, the former owners, can go back and take back the management and control of the company. So, they are before the CCJ saying that an order should have been made by the Court of Appeal for that. What we are saying is that since that 2009 acquisition which was struck down, the Government went back in 2011, and acquired the thing all over again. The 2011 acquisition is not before the CCJ, so this is the point we were making. The 2011 acquisition was recently declared by Justice Legall in June of this year as having been invalidly done, but because of the 8th amendment, the vesting - or the ownership and control of the property - remained in Government. So, the 2011 Board continues in place because Justice Legall said, 'I will not give you, the claimants, any relief. We will leave things with Government owning and controlling it. So, my point to the CCJ is you are not dealing with the 2011 acquisition; you are dealing with the 2009 acquisition. If out of the 2011 acquisition, they want something, such as an order restraining the payment of dividends, or an order to give them the dividends, or to pay it in trust, come to the Court of Appeal of Belize or the Supreme Court of Belize, don't go to the CCJ. And what the CCJ decided is, 'Listen, we don't need to get into any of this, just wait until December when things have a chance to evolve in Belize.'"
Eamon Courtenay - Attorney for the British Caribbean Bank
"I believe the Judges of the Caribbean Court of Justice emphasize that there has been a significant change of circumstances. And the change in circumstances is that the Board of Belize Telemedia that is completely controlled by the Government of Belize decided to bring forward the Annual General Meeting from December to the end of September. And the reason is obvious to everyone; they wanted to declare the dividends and pay it to Government before the Court of Appeal starts sitting on October 8. So, they have been caught; it was a crude attempt to take money that rightfully belongs to the previous shareholders of BTL to pay it to the Government - a government that has repeatedly confessed that it is bankrupt. Now let us not forget that on the 11th of June of this year, Mr. Justice Legall struck down the second nationalization, so that Board that is sitting there, headed by Mr. Vasquez, all of them are there unlawfully."
So, that's where the issue stands now with the CCJ saying that GOB cannot address the agenda item of dividends on Friday's AGM.
And as noted in the interview, the CCJ tip-toed carefully while entertaining this matter because the court was hesitant to hear any ventilation of issues surrounding the ownership of the company which would prejudice another case before the Court of Appeal. That court is scheduled to sit in 2 weeks' time.
Attorney Denys Barrow explained more today:
Denys Barrow - Attorney for GOB
"That is the decision made by Justice Legall in June of this year in which he said that the 2011 acquisition is null and void because the law which was passed as it were, attached itself to provision in the law which was declared void in 2009. So, he decided that because that law was declared void in 2009, to add new provisions to that meant that you have added on to something which was void, and therefore, what you are adding, amounts to nothing. Our argument on that is very simple, that the Court of Appeal - or the court - has the power to declare a law to be void to the extent - and I emphasize - to the extent that it is inconsistent with the constitution. It is not everything in the 2009 law that was inconsistent with the Constitution. So, the overall statement that the 2009 legislation is void, does not take into account that there were some provisions which are perfectly innocent and perfectly harmonious with the Constitution. So, we think - we are arguing - that Justice Legall got it wrong, and that is what is before the Court of Appeal here."
So what will happen next? Will there even be an AGM? Well - we could not get a comment from BTL as they were in a board meeting up until late this evening.
We will note though that there is precedent for an AGM to be held in defiance of a court order - and that happened in 2006 when the company was under the management of the Ashcroft Alliance.
At that time the injunction was issued by the Chief Justice Sir Abdulai Conteh - just hours before the meeting was supposed to start. Then Chairman Keith Arnold proceeded with the meeting as if the injunction did not exist.