The Tribune

By NEIL HARTNELL

Tribune Business Editor

nhartnell@tribunemedia.net

A former trustee for the late Sir Jack Hayward’s family trust says his removal “came as a complete surprise”, since there had been no complaints about the conduct of negotiations to sell the Grand Bahama Port Authority (GBPA).

Ian Barry, the GBPA’s ex-chief financial officer, alleged that neither Hannes Babak nor Andre Feldman “had given any indication” they were unhappy about his actions in talks with BlackRock, the world’s largest asset manager.

Tribune Business revealed last year how Mr Babak, the ex-GBPA chairman, and Mr Feldman persuaded the elderly protector for the Hayward trust, Keith Griffiths, to remove Mr Barry and Richard DeVries as trustees.

This left Prometheus Services Ltd, a company that Messrs Babak and attorney Feldman subsequently admitted to owning, as the sole trustee looking after the Hayward trust and its main asset - the 50 per cent equity stake in the GBPA and its Port Group Ltd affiliate.

Mr Barry, in an affidavit designed to rebut the duo’s allegations, said he and Mr DeVries were simply trying to obtain a BlackRock offer that merited consideration by the Hayward trust’s trustees and beneficiaries.

The ex-GBPA chief financial officer, in his January 14, 2016, affidavit, said “there was no question” of Mr DeVries signing an offer binding the trust to a deal with BlackRock unless all parties approved it.

This directly refutes the central charge levelled against Messrs Barry and DeVries, namely that 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.

Mr Babak and Mr Feldman cited this as their rationale for persuading Mr Griffiths to remove the duo, but Mr Barry alleged: “Mr Feldman’s telephone call to me on May 17 to tell me that I have been removed as a trustee came as a complete surprise.

“Nobody (neither Mr Feldman, nor Mr Babak and nor Mrs Bloom), had given me any indication that any of them were concerned in any way about the actions of the trustees, especially in relation to the BlackRock discussions.”

Mr Barry emphasised that neither himself, nor Mr DeVries, would have committed the Sir Jack Hayward Discretionary Settlement 1993 to a deal with BlackRock unless it had been approved by Prometheus (Messrs Babak and Feldman) and the beneficiaries.

The latter included Ms Bloom (Sir Jack’s companion) and her family, plus Sir Jack’s children and grandchildren.

“It was made clear to BlackRock that Mr DeVries and I had entered into the introductory discussions in our capacity as trustees, and any proposals they made would have to be passed to Prometheus and on to the beneficiaries before any commitment could be made or paperwork signed,” Mr Barry alleged.

“There was absolutely no question of either Mr DeVries or I signing anything without the knowledge of Prometheus and the beneficiaries....

“We saw our role as trying to elicit some form of offer or proposal from BlackRock that we could table for consideration by all the trustees and beneficiaries.”

Mr Barry said he was happy with the negotiations conducted by Mr DeVries in his absence, and added: “I wish to make it clear that we had no intention of committing the 1993 Settlement to any offers made from BlackRock.

“We were simply trying to establish all the options that were made available in order to eventually identify the best possible deal that might then be available for a sale.”

Reiterating this point several times during his affidavit, Mr Barry also denied Mr Feldman’s claim that Mr DeVries was ‘acting on his own’ in the BlackRock negotiations.

He instead asserted that Mr DeVries was “regularly consulting with me”, and added: “There was no question of him signing or committing the 1993 Settlement to any transaction with BlackRock without a full and proper discussion between all the trustees, and involvement of Mrs Bloom on behalf of the beneficiaries.”

Mr Barry’s affidavit adds to the impression given previously by Mr DeVries, who implied that Messrs Babak and Feldman used the BlackRock negotiations - and subsequent claims - as a pretext to ensure they were removed as trustees.

They then engineered matters to their advantage such that any purchaser of the Hayward family’s GBPA interest must negotiate with and/or be brought to the table by themselves - to the exclusion of all others.

Mr DeVries had pointed out that Messrs Babak and Feldman immediately picked up ‘where they had left off’ with BlackRock following his and Mr Barry’s removal as trustees.

As a result, the GBPA’s fate - and that of Freeport, its 60,000 residents and the city’s future development - rested very much in the duo’s hands until the Hayward children and grandchildren successfully persuaded the Supreme Court to replace them with Judicial Trustees.

Mr Barry, meanwhile, also addressed Mr Feldman’s complaint about not receiving financial statements on the GBPA/Port Group Ltd and their underlying companies.

Mr Feldman had sought these documents after negotiations started with the $4.5 trillion BlackRock, arguing that “another prospective purchaser” of the GBPA had emerged in the former of $203 billion asset manager, the Carlyle Group.

Mr Barry, though, said he was unable to help Mr Feldman because, as a Port Group Ltd director, he had signed a confidentiality and non-disclosure agreement (NDA).

He added that the financial statements could not be released unless Carlyle signed a similar agreement.

“My refusal to supply the financial statements had nothing whatsoever to do with the St Georges,” Mr Barry said, refuting another allegation by Mr Feldman.

He added that he discussed the matter with Mr DeVries, who said he would also be signing an NDA, and that neither Mr Feldman nor anyone else should be given financial statements without a similar commitment.

‘I also had the backing of the St Georges on this issue,” Mr Barry alleged, in reference to the GBPA’s co-owners.

“However, some time after my removal as trustee, Sarah St George told me that Mr Feldman had coerced her to release some financial statements to him.”