The Tribune

By NEIL HARTNELL

Tribune Business Editor

nhartnell@tribunemedia.net

The sole remaining guardian for the late Sir Jack Hayward’s trust, which holds his family’s 50 per cent Grand Bahama Port Authority (GBPA) stake, is owned and controlled by the same individuals who engineered the removal of all other trustees.

Documents filed with the Supreme Court, and obtained by Tribune Business, reveal that ex-GBPA chairman Hannes Babak, and attorney Andre Feldman, are the beneficial owners of Prometheus Services Ltd.

This company was left as the sole trustee for the Sir Jack Hayward Discretionary Settlement 1993 on May 17, 2015, when Messrs Babak and Feldman - by their own separate affidavit admissions - persuaded Keith Griffiths, the trust’s protector, to dismiss Richard DeVries and Ian Barry as fellow trustees.

And Mr Feldman, in a November 5, 2015, affidavit, also admits that he drew up the documents - signed by Mr Griffiths - to remove Messrs DeVries and Barry on his own computer with no one else present. He also concedes that Mr Babak and himself are the “ultimate controllers” of Prometheus.

Messrs Feldman’s and Babak’s affidavits thus confirm that the effect of their engineering the removal of the other two trustees was to leave a company they controlled as the sole guardian for the Hayward trust and its assets, including the 50 per cent equity interest in the GBPA and its Port Group Ltd affiliate.

Freeport’s future development, by extension, rested heavily in their hands until Prometheus Services was relieved of its duties by the Supreme Court appointment of Judicial Trustees to safeguard the Discretionary Settlement.

Mr Feldman “rejected” accusations by the Hayward children and grandchildren that he had acted “improperly”, or that there had been any ‘self-dealing’, in helping to remove Messrs DeVries and Barry.

Yet he confirmed: “Mr Babak and I each beneficially own one of the two corporate directors of Prometheus, and we are together the beneficial owners of Prometheus.”

And, complying with court Orders to answer questions supplied by the Hayward family, Mr Feldman said he and Mr Babak obtained the removal of the trustees following consultation with Patti Bloom, the late Sir Jack’s long-time partner.

“They were drawn up by me on my computer. No one else was present when I drafted them,” Mr Feldman said in relation to the removal documents.

“Mr Babak and I are the ultimate controllers of Prometheus. Our control is shared with the members of the Boards of its two corporate directors.”

Tribune Business previously revealed that Messrs DeVries and Barry were removed as trustees because Mr Babak, and Mr Feldman, felt they were negotiating “silly deals” to sell the GBPA/Port Group Ltd involving a price, and purchase structure, that was not in the Hayward trust’s best interests.

The two trustees’ removal then prompted the Hayward children and grandchildren to race to the Supreme Court where, at a hearing where only their attorneys were present, Justice Indra Charles removed Prometheus and replaced it with ex-financial services minister, Ryan Pinder, and his Deltec Bank & Trust colleague, Paul Winder.

This, in turn, has ‘frozen’ efforts to sell the Hayward equity interest in the GBPA, and potentially ‘locked up’ the ownership of Freeport’s quasi-governmental entity for some time to come.

However, Mr Feldman alleged that the Hayward family had not allowed Prometheus to explain its position, and did not “understand the implications of what they have done.

“In doing so, they have put the future financial position of the trust at substantial risk,” he alleged.

“There seems to be no purpose to their approach other than a possibly mistaken attempt to create leverage in relation to whatever negotiations they might imagine take place about how much they should receive out of the trust.”

The Hayward children, in documents filed with the Supreme Court to support their Judicial Trustee application, expressed concern that their interests in a GBPA sale were not necessarily aligned with Mr Babak’s.

The Austrian businessman, as part of the 2010 settlement to end the litigation between the Haywards and their fellow GBPA owners/shareholders, the St George family, is due to receive the first net $20 million proceeds from any sale.

In the interim he has been entitled to receive $1 million in interest payments per annum, although only $400,000 is being paid. The remainder is “capitalising and, therefore, compounding” and will be paid out upon a sale.

Both Mr Babak and Mr Feldman refuted the Hayward family’s concerns, the forming saying: “I note that it has been alleged by the plaintiffs that I intervened to prevent the BlackRock deal happening because it did not suit to me.

“To be clear, I would never block a sale where it was in the best interests of the beneficiaries of the trust. It is quite wrong to suggest that my belief that Mr DeVries was about to enter into a deal which justified his removal was motivated by my own interests.”

Mr Babak said that despite the initial offer from BlackRock, the $4.5 trillion asset manager that is the world’s largest private equity firm, significantly undervaluing the trust’s GBPA stake, he would still have realised his $20 million entitlement had it been accepted.

He implied that he had shown good faith, and fairness, in not accepting it, adding: “It was not in the interests of the beneficiaries of the trust for that sale to go ahead.”

He was backed by Mr Feldman, who alleged: “In my experience, Mr Babak has always been concerned to ensure that any sale of IDC [the holding company that owns the GBPA] takes place on the best possible terms for the trust.

“When I spoke to Mr Babak, he agreed that the BlackRock offer being negotiated was not in the best interests of the trust. That was despite the fact that the BlackRock deal, in its form on May 5, would still ultimately have entitled Mr Babak to sums under the IDC sale compromise.”