2016 was for us another year of key achievements in spite of harsh economic realities.
Some of the significant factors that characterise the year in review were successful
restructuring, capital investments in our people and plants, healthy cash flows, dividends
for shareholders after seven years and a takeover offer by CEMEX. Announcement of
the latter in December of 2016 and its eventual realisation in the ensuing month was,
however, by far the most significant and timely – opening a broad range of opportunities
for the Group’s competitiveness, financial strength and sustainability.
CEMEX TAKEOVER
CEMEX now owns *69.83% of TCL. On December 5, 2016, Sierra Trading, a wholly owned
direct subsidiary of CEMEX Espana, S.A., which in turn is a 99.88% owned indirect
subsidiary of CEMEX, S.A.B. de C.V., issued a takeover bid to acquire up to 132,616,942
ordinary shares in Trinidad Cement Limited at a price of TT$4.50 per ordinary share.
Later, on December 23, shareholders were advised by the TCL Board to reject the offer
based on a Fairness Opinion by Ernst & Young, which stated that the offer was not fair,
from a financial point of view, to the shareholders of TCL.
On January 9, 2017, CEMEX revised its offer price to TT$5.07 per share with the
option for shareholders to be paid in US dollars at US$0.76 per share. Despite another
recommendation to reject the offer by a special committee of the TCL Board, again
based on an Ernst & Young Fairness Opinion, the revised offer received overwhelming
response, taking the CEMEX shareholding in TCL from 39.5% to *69.83%, just short of
its initial target of 74.9%.
Already, TCL’s acquisition by its largest and enduring shareholder has begun to deliver wide ranging improvements in its operations, largely facilitated and advanced by the groundwork achieved through the Technical and Managerial Services Agreement entered into with CEMEX back in 2015.
CORPORATE RESTRUCTURING
Over the last two years, we have been reorganising our operations across the Caribbean for
optimisation, by flattening the corporate structure and simplifying the way that business is
conducted. Some of these initiatives so far, include:
• Delisting of shares from the stock exchanges. In January of 2016, TCL delisted from the
Guyana Stock Exchange. In March of the same year, from the Eastern Caribbean Stock
Exchange and more recently, in March of 2017, the Stock Exchanges of Barbados and
Jamaica. Minimal volumes and frequency of trades in those jurisdictions also accounted
for the move.
• Liquidation of TCL Service Limited and de-registration of TCL Service and TCL Leasing
as reporting issuers with the Trinidad and Tobago Stock Exchange.
• Shifting TCL Trading from Anguilla to Barbados by incorporation of TTLI Trading Limited
in Barbados.
• Amalgamation of Premix & Precast Concrete Inc. and Arawak Cement Company Limited
in Barbados – in progress.
• Amalgamation of Caribbean Cement Company Limited with Jamaica Gypsum and
Quarries and CGC – in progress.
FINANCIAL PERFORMANCE
Overall, the Group generated TT$1.9 billion of revenue during 2016, an 11% decrease
compared to 2015 — a direct consequence of a contracted construction sector exacerbated
by the severe economic conditions. The last quarter results were significantly impacted
by these factors in the Trinidad and Tobago market, however, increased cement sales in
Jamaica provided some buoyancy.
Our adjusted EBITDA for 2016 was TT$464.2 million. During the year, the Group absorbed a
number of one-time charges amounting to TT$140 million, the outcome of which was an after
tax profit of TT$52.4 million, representing TT$0.10 earnings per share.
We are encouraged that the Group generated very healthy cash flows of TT$530.8 million
from operations during 2016. This allowed (1) scheduled loan payments totalling TT$193
million and a prepayment of TT$67.3 million, reducing the loan balance to TT$968.5 million
and resulting in a 27% reduction in net interest expense from TT$151.8 million to TT$110.9
million and (2) capital expenditure investments of TT$200.5 million across our plants in
Trinidad and Tobago, Jamaica and Barbados.
STRATEGIC PRIORITIES AND OUTLOOK
Construction activity in the region is expected to remain slow throughout 2017 and to be
further compounded by increasing competition. We see these as well as all of today’s
challenges as tremendous opportunities and are confronting them with immense confidence
and a sound strategic approach.
The Board remains confident of the Group’s future viability and believes that the restructuring
initiatives completed so far position the Group on the right path for the creation of longterm
value for all stakeholders. To help ensure this, we have expanded and strengthened
collaboration within and throughout the company and raised our corporate culture, maintaining
our identity as “TCL” with the strategic priorities of Health, Safety and Environment, customer
centricity, the pursuit and growth of new and existing markets, continuous employee
development, financial stability, a relentless focus on operational and restructuring programs
and sustainable business.
All of this will ideally position us to continue shaping the future of the Group and the region’s
construction sector against a changing cement/concrete landscape.
BOARD CHANGES
José Luis Seijo González was appointed to the Board of Directors in May of 2016, replacing
Emilio Saenz Arroniz. José Bavaro Vallone and Christopher Dehring also resigned from the
Board in 2016 and Wayne Yip Choy in February of 2017. I wish to thank our former Board
members for their invaluable contributions and service to the Group.
(*Subject to final confirmation by the TTSE.)
Note: In March of 2017, TCL issued an offer to acquire all of the outstanding minority shares
(28.9%) in Readymix (West Indies) Limited at TT$11.00/US$1.62 per share. The offer will
close on May 1, 2017.
Edited from Wilfred Espinet Group Chairman Trinidad Cement Limited 2016 Annual Report to Shareholders.
See also
https://businessuiteonline.com/index.php/2016/12/21/the-2017-businessuite-skin-index/