The Tribune

By NEIL HARTNELL

Tribune Business Editor

A well-known financial analyst yesterday urged the Securities Commission to take strong, swift public action to protect the 22 per cent minority investors in City Markets' operating company, warning that "the integrity and reputation" of the Bahamian capital markets were threatened.

Richard Coulson, head of RC Capital Markets Consultants, in a letter to Securities Commission regulator Laverne Thompson, said minority shareholders in Bahamas Supermarkets were complaining they had received no information on the company's financial position other than what they read in the newspapers.

Mr Coulson's letter, which was copied to Tribune Business, described this as "a shocking state of affairs" for a public company, and he urged the Securities Commission to use whatever enforcement measures were available to it to levy sanctions against City Markets, or at least bring it into compliance.

"I am aware that last year your Commission directed Bahamas Supermarkets to complete and release audited financial statements and hold an (annual general meeting) AGM," Mr Coulson wrote.

"Clearly, this has not happened. A minority shareholder (a lawyer) recently told me he and his fellow shareholders still learn nothing about Bahamas Supermarkets' developments except what they read in the press."

And he added: "This is a shocking state of affairs for a public company under the jurisdiction of your Commission. Under the present legislative and regulatory regime, I am not sure what sanctions are available to you, but surely you must have some enforcement measures available.

"If this were the US or UK, doubtless the regulatory authorities would bring some form of civil action imposing liability directly against Mark Finlayson, as the controlling person of Bahamas Supermarkets, and enjoin him from serving as a director of any public company pending full compliance.

"In order to retain the integrity and reputation of our capital markets, I do hope that your Commission will soon take, and publicise, strong relevant action."

The Bahamas Supermarkets/City Markets situation, and protecting the interests of minority investors, is likely to be the first big test for newly-appointed Securities Commission executive director, Dave Smith.

Tribune Business attempted to contact Mr Smith for comment yesterday, but despite a message being passed to him he did not return the call seeking comment before press time last night. Efforts to reach Mark Finlayson, principal of the Finlayson family-owned Trans-Island Traders, which holds the 78 per cent majority stake in City Markets, also proved fruitless.

It is unclear what options are open to the Securities Commission, although it does have the new Securities Industry Act as an additional tool in its armoury. Last September, the Bahamian capital markets regulator admitted it had exhausted "all legal options available to it" under existing law to force Bahamas Supermarkets to comply, the company failing to heed its call for it to hold an AGM.

In a statement that laid bare the inadequacies of the previous Securities Industry Act, and its relative impotence as a regulator, the Securities Commission said Bahamas Supermarkets' failure to hold AGMs and provide shareholders with timely audited financial statements meant it the investing public lacked material information upon which to make sound investment decisions.

It added that Bahamas Supermarkets' audited annual financial statements had been issued late for three years running up until 2010, and that the failure to hold an AGM since December 2009 breached the Companies Act.

The last financial statement released by Bahamas Supermarkets were unaudited management accounts for the year that closed at end-June 2011. Two quarterly, and one half-year period, have passed since then, with no more information forthcoming.

This would appear to put Bahamas Supermarkets in breach of the April 7, 2010, settlement worked out with the Securities Commission under the former BSL Holdings ownership, when it was charged with breaching the Securities Industry Act by filing its annual audited statements late. That settlement required the company to publish quarterly management accounts 30 days after each period ended.

The situation is fraught with danger and difficulty, both for the minority investors, who have effectively seen the value of their investment wiped out over the past five years, and the Securities Commission, given that its inability to enforce the rules and maintain an orderly market threatens to undermine both its authority and the wider capital markets.

When it responded to the Securities Commission's statement last year, Bahamas Supermarkets said its priority was to save jobs and get back to profitability, not spend $100,000 on an AGM to tell shareholders what they know already.

It argued that the company's value was the same as the $1 paid by Trans-Island Traders and Mark Finlayson to acquire the 78 per cent majority stake in Bahamas Supermarkets from the BSL Holdings group, under whose ownership the company lost a collective $28 million in four years.