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.
