The Tribune

By NEIL HARTNELL

Tribune Business Editor

nhartnell@tribunemedia.net

The elderly protector for the late Sir Jack Hayward’s family trust signed documents within a month of his removing two trustees saying he had “no memory or recollection” of doing so, amid allegations they “mishandled” a deal to acquire the Grand Bahama Port Authority (GBPA).

Keith Griffiths, the architect and confidant of Sir Jack, also signed a witnessed document on June 16, 2015, saying he would not have signed documents presented to him Hannes Babak and Andre Feldman had he “known and understood” their content and effect.

Documents obtained by Tribune Business provide fresh insight into the events that led up to the removal of Richard DeVries and Ian Barry as two of the three trustees for the late Sir Jack’s trust, re igniting the ‘battle for control’ between the Hayward and Bloom camps over the family inheritance.

The bitter rift, which has led to the Supreme Court taking control of the Sir Jack Hayward 1993 Discretionary Settlement via the appointment of two Judicial Trustees, including ex-financial services minister, Ryan Pinder, has also ‘locked up’ or immobilised the family’s 50 per cent stake in the GBPA and Port Group Ltd.

This will complicate, and potentially bar, efforts to find a buyer for both entities - a development that Rick Hayward has admitted would be beneficial for Freeport and all concerned.

Mr Hayward, Sir Jack’s son, is quoted in a transcript of a June 11, 2015, meeting with Mr Griffiths as saying: “I think everyone is willing to, well, certainly the trustees are willing to sell and we, er, think it’s a good idea and the Government thinks it’s a good idea to, um, sell it.

“You know, time the Haywards and St Georges went and, um, new guys come in and new cash, new money come in - that’s what they really want......

“And I think the St Georges are doing their best to, um, provide that...but, of course, how do you value something like the Grand Bahama Port Authority and Port Group Ltd. Especially at the moment; very, very difficult.”

Meanwhile, correspondence between the UK attorneys for the Hayward children and grandchildren on one side, and those for the former Hayward trustee, Striker, on the other, details the divide that emerged over the BlackRock offer to purchase the GBPA.

Striker’s attorneys suggested that the deal offered by the $4.5 trillion asset manager, the world’s largest private equity firm, was “a loan” rather than a straightforward cash purchase.

Mark Payne, the Hayward family’s attorney, wrote on July 13, 2015, to his Striker counterpart: “You confirmed that Keith Griffiths had removed the two individual trustees (Richard DeVries and Ian Barry).

“You said the reason for this was that an interested third party had made an offer of investment in the Grand Bahama Port Authority/Port Group Ltd which was essentially in the nature of a loan rather than a sale of shares, and would therefore not produce any immediate cash for the shareholders.

“You said this offer had found favour with the St George shareholders and with Messrs DeVries and Barry, who were ‘acquiescing’ in the proposal, but not with Prometheus.”

Prometheus Services Ltd was the sole remaining Hayward trust trustee, until its removal by the Supreme Court on October 5. The Hayward children and grandchildren are alleging that Prometheus is controlled by Messrs Babak and Feldman, a claim that the former denied to Tribune Business last week.

David Warne, Striker’s attorney, confirmed Mr Payne’s description of events on July 15, saying: “In essence the view was formed that Messrs DeVries and Barry had mishandled the proposal.

“In the light of this, the protector was consulted and the decision taken to remove them... I would remind you that I also told you that Hannes Babak had spoken with Rupert very swiftly after the removal had been effected to advise him of this. Rupert [Hayward] expressed his appreciation of being told.”

Mr Warne alleged that Prometheus was hopeful that BlackRock would submit a cash offer for the GBPA and Port Group Ltd “following more recent negotiations”.

Detailing what was wrong with the original offer, Mr Warne told Mr Payne: “You agreed that what was required was a sale for cash, and not a transaction such as that I briefly described.”

Tribune Business has obtained copies of the two May 17, 2015, ‘Instruments of Removal’ that took Mr DeVries and Mr Barry out of the picture. They are both signed by Mr Griffiths, and witnessed by Messrs Babak and Feldman.

Yet less than a month later, on the same day as his meeting with Rick Hayward and Preston Rabl, the guardian for Sir Jack’s great-grandson, Mr Griffiths said he had not recollection of signing such documents.

“I, Keith Griffiths, write to confirm that I have no memory or recollection of signing any document in my capacity as protector of the Sir Jack Hayward Discretionary Settlement removing Richard DeVries and/or Ian Barry as trustees of the Sir Jack Hayward Discretionary Settlement,” read the document signed by Mr Griffiths.

“If I did sign any such document, I did not understand that this was the effect of the document and do not remember whether any (or any proper) attempt to explain this was made at the time of my signature of such a document.”

Mr Griffiths signed a similar document denying that he had “retired or resigned” as the trust’s protector, or that he had appointed anyone to replace him.

Then, five days later, Mr Griffiths signed a witnessed document confirming that Messrs Babak and Feldman visited him in Brighton, the UK, to get him to sign “various documents”.

Alleging that he had not received copies of the documents he signed, Mr Griffiths said: “I do not recall that any of those documents removed any trustee of the Sir Jack Hayward Discretionary Settlement.

“Certainly, there was no explanation by Hannes Babak or Andre Feldman that any of the documents did so.”

The document signed by Mr Griffiths said that if any of the papers he signed did remove Messrs DeVries and Barry, “I wish to make clear that I would not have signed it had I known and understood its true content and effect”.

Mr Griffiths suggested that both men be reinstated as trustees if they had been removed.