Ramkhelawan, the then-chairman of the Trinidad and Tobago Stock Exchange (TTSE), and his company, Bourse, the broker for the transaction, were involved in the purchase by dismissed chief risk officer of First Citizens Hassan Philip Rahaman, of 659,588 FIRST shares and the disposal of 634,588 of those shares four months later.
Rahaman agreed to pay $750,000 “without any admission of liability”.
He had purchased 659,588 FIRST shares in August 2013 from the bank’s undersubscribed employee bucket, and then sold 634,588 of those shares to his cousin, Imtiaz Rahaman; his aunt, Alia; and five Rahaman-controlled businesses on January 14, 2014.
Imtiaz Rahaman, who was also the chairman of Bourse Securities at the time of the transaction, was penalised $750,000.
All four actors—Hassan Philip Rahaman, Imtiaz Rahaman, Ramkhelawan and Bourse Securities—will pay a total of $2.8 million.
The settlements were reached six years after the IPO scandal, with notices published in today’s newspapers as part of the settlement agreement.
Phillip Rahaman, who had paid $14.5 million for the shares, sold the 634,588 shares for $26.7 million, making a profit of approximately $12.2 million.
In addition, he had also pocketed $718,950.92 in dividends from the bank in December 2013.
He made $13 million on a four-month investment.
The settlements were all done after the SEC investigated the alleged contravention of Sections 91(1), 91(2) and 94 of the act.
According to one notice, Philip Rahaman (the first respondent) entered into an agreement with the SEC on December 20, 2019.
He agreed to pay $750,000 to the SEC in full and final settlement. The notice states that the Settlement Panel of the SEC approved the settlement.
Another notice said Imtiaz Rahaman, also entered into settlement agreements with the SEC on December 20, 2019, and agreed to pay $750,000 to the SEC.
The third notice indicated Ramkhelawan and Bourse “have accepted without admission of wrongdoing or guilt or liability” to the settlement terms, which include a payment of $1.3 million.
In June 2013, the then-government announced an IPO of 20 per cent of First Citizens comprising 48,495,665 ordinary shares. Of this amount, employees were allocated 15 per cent.
First Citizens employees could have acquired up to a maximum of 5,000 shares at a ten-per cent discount of $19.80 (while the public was sold shares at $22) at a zero-per cent interest loan. However, that pool was undersubscribed at just eight per cent, while the IPO itself was oversubscribed by nine times.
Through his broker, Bourse Securities, Rahaman applied for shares from the undersubscribed employee bucket.
On August 12, 2013, at 2 p.m., the last day of offer, Rahaman submitted his application to Bourse (where his cousin, Imtiaz, was chairman), for the share amount.
According to the PWC audit on the IPO, Rahaman said his source of funds for the share acquisition was a loan from CIBC First Caribbean and from family loans.
In its April 2014 report, PWC said Rahaman borrowed $499,994 from CIBC, $1,499,982 from Caribbean Metal Industries, $4,499,990 from Olympic Manufacturing, $999,988 from Olympic Rentals, $999,988 from Rahamut Service Station and $5,999,994 from Imtiaz Rahaman—a total of $14,499,936.
All of the companies are owned by the Rahaman family, which provided 96.5 per cent of the proceeds for the purchase of the shares in the IPO.
“We noted that Mr Rahaman entered into the loan agreements outlined above with four companies and one individual. However, these one-page agreements were all signed by two individuals, namely, Imtiaz Rahaman and Raffia Rahaman. We also noted that these loans were unsecured,” the PWC report stated.
Rahaman told PWC the money loaned was credited to his account at Bourse on August 13, 2013.
“We noted that $499,994 was withdrawn from this account on 12 August 2013. Mr Rahaman confirmed that this amount was also used towards the purchase of his allocated shares. The aggregate of $13,999,942 and $499,994 withdrawals equalled the $14,499,936 to FCIS by Bourse in the form of two cheques dated August 12, 2013.”
Rahaman told PWC he decided to sell the shares in January 2014 after the initial blackout period of 90 days.
He said it was his desire to reduce the debt incurred to purchase the shares and the time was right to sell, given the price attained in the market at the time, and advised his broker, Bourse, to dispose of the shares.
According to the audit, Rahaman’s sale of 634,588 shares at $41.73 was put into the system on January 13, 2014, but had the “withheld” status—which meant it could not be viewed by other buyers.
On January 14, 2014, the sale was “made firm” by a Bourse representative, which meant there was a matching sale and buying price so the transaction was concluded.
The firms that loaned money to Rahaman—Caribbean Metals Industries Ltd, Olympic Manufacturing Ltd, Imtiaz Rahaman, Rahamut Service Station Ltd, Olympic Rentals Ltd and related parties Cedi Holdings Ltd and Alia Rahaman—bought the block for $42.15 a share.
The Sunday Express had exclusively reported that five companies owned by the Rahaman family, which comprise the Rahamut Group, also bought blocks of FIRST shares:
• Rahamut’s Service Station, with a registered address of 1 Shafik Drive, Cross Crossing, San Fernando, bought 25,904 FIRST shares;
• Olympic Manufacturing Ltd, with the same registered address of 1 Shafik Drive, Cross Crossing, San Fernando, bought 65,000 FIRST shares;
• Caribbean Metal Industries Ltd, of the same address, bought 40,000 FIRST shares;
• Cedi Holdings Ltd, of same address, bought 48,229 FIRST shares;
• Olympic Rentals Ltd, of the same address, bought FIRST 45,455 shares.
On that January 14 morning, the total share acquisition, through seven trades by the Rahaman family and the Rahamut Group in companies with interlocking directorates, was 634,588.
“The orders to sell and buy were made firm” simultaneously on 14.53 on 14 January 2014. There was a matching of the sell and buy order price upon release and the First Citizens shares previously held by Mr Rahaman, were acquired by the parties,” the report stated.
“We noted that there were 8,460 shares available for sale at a price lower than $42.15 on 14 January 2013 prior to 14:52, based on trading records provided by the TTSE,” the PWC report said.
“By entering a price of $41.73 at 16:33 (time) the purchase could not have been affected by any other requests already in the queue on that day as the bid prices in the queue were all lower than $41.73. At 14:52 on 14 January 2014, there were offers for sale and purchase in the queue that exceeded $41.73. The highest share price on the day prior to 14:53 was $42.11.
“By updating the sale and buy share price to $42.15 immediately prior to making it firm the purchase could not have been affected by any other requests in the queue on the day,” the report said.
It noted that a stamp duty of five per cent is usually applicable for sale over the exchange, but no stamp duty applied to this transaction, which would have amounted to $1,333,394.24.
PWC noted that all the individuals/entities who benefited from Rahaman’s sell-off applied for shares during the offer and were either allocated at least some of the shares applied for or rejected.
Rahaman was fired on March 25, 2014, by First Citizens, which said it had lost confidence in its chief risk officer.
On April 9, Ramkhelawan resigned both positions as the IPO scandal unfolded.
He said that as the most senior of the independent senators, he did not want his senatorial position to become enmeshed in any legal action which he might have to take on behalf of himself or his company.
And while he maintained the offices were not compromised during his stewardship, he insisted the integrity of the offices should not be enmeshed in his private matters.
In April 2014, PWC said the purchase of 659,588 shares by Rahaman during the company’s IPO in 2013 and the subsequent sale of 634,588 of them in 2014 “raise a suspicion that the dominant purpose of the transaction outlined herein may have been to provide a benefit” to related individuals and entities.
PWC noted the sale of the share block at $42.15 would have been $26,747,884 when Rahaman only paid $13,950,338, therefore netting a profit of $12,797,546.
“Since Bourse executed both the sale and purchase orders for the sale of the shares previously held by Mr Rahaman, the settlement reports provided by CBTT and the TTSE indicated that the net bank settlement for this transaction for Bourse was zero.
“Bourse would therefore have been able to settle the transaction between their clients internally without the TTSE having to submit a file for the debiting or crediting of any Bourse bank accounts for settlement,” the report added.