Recently Seen in the Leewards Times Newspaper:
PINNEYS BEACH RESORT LIMITED ““ A BRIEF REPORT
By Hon. Dwight C. Cozier LLB (Hons) MP
I promised the Leewards Times Newspaper last week that I would report to the People of Nevis on the status of the ownership of the Pinneys Beach Resort Limited. My promise came after I was contacted by that good newspaper regarding an analysis of the public records of the said company.
The public records to which I refer are accessible to any member of the public and include the company’s constitutional documents as well as all annual returns of the company at each anniversary date.
According to its Certificate of Incorporation, the company was formed on the 11th of December 2003. As the company is private, whatever business transacted throughout the year is the private affair of its shareholders and directors. Such is the privilege of ordinary private Nevis company.In my view, Pinneys Beach Resort Limited however is no ordinary Nevis Company. Here are the reasons why. On the 26th November 2004, 24.3675 acres of land were acquired from the ownership of Pinneys Investment Company a company under investigation of the then CCM led Nevis government and transferred directly by way of Crown Grant to the ownership of Pinneys Beach Resort Limited.
On August 4, 2005 the first annual returns were filed by the Company’s Incorporator, Mrs. Robin C Herbert-Thompson. The said annual returns at clause 6 page 2 provided a list of persons holding shares in the company on the 30th day of June 2005 and of persons who have held shares therein at any time since the date of the last return, or, (in the case of the first return) the names and addresses and account of the shares so held. On this date there were 3 directors all foreign nationals. The name of the only holder of shares in the company by virtue of that record was Hillary Guishard of registered office address Cayon Street Basseterre, St. Kitts, the said address as the Incorporator, Mrs. Robin C Herbert-Thompson. The cost of the acquired land was US Dollars $3, 300, 000.00. In order to pay for the acquisition the land was mortgaged to Unit Trust Corporation of Trinidad and Tobago. The Mortgage was executed on February 17 2005 by Mr. Donald Blackman and was for a loan of US$5Million.
It is important to note that Donald Blackman was not listed as a shareholder or director of the company until the 2nd annual return filed on April 27 2006. Alien Land Holding Licences were issued to Mr. Blackman and all the other foreign directors of the company on April 25 2005, five (5) months after the acquisition and transfer to the company in November of 2004.
No taxes were paid to the Inland Revenue Department of Nevis as a result of the fact that the transfer was done by Crown Grant. At the usual twelve percent (12%) transfer tax, the Nevis Inland Revenue Department would have collected US$396,000.00 on the transaction.
It is also important to note that Hillary Guishard is the brother of the then Land Minister, the late Malcolm Guishard and the uncle of Robin C Herbert- Thompson, daughter of the said late Land Minister.
Donald Blackman of Barbados now as the listed shareholder and a director of Pinneys Beach Resort Limited, effectively owns the sole issue of 1000 shares in the company and by extension the 24.3675 acres of prime land at Pinneys Beach next to Four Seasons Hotel.
The implications of the above are curiously interesting and raise many questions.
Firstly, is the Hillary Guishard listed as the owner of the company on the 2005 annual returns the same person who is the late Land Minister’s brother?
During a live radio show, interviewing the Premier of Nevis, the Hillary Guishard who is the late Minister’s brother called from New York and denied any knowledge of his ownership of Shares in the company.
This denial seems to have exploded however, when on Friday 7th December, the Premier of Nevis received a faxed letter from Mrs. Robin C Herbert-Thompson stating amongst other things:
“”¦that the Hillary Guishard’s name appearing on the company’s document for the period 2004 as being the beneficial owner of 1000 shares in the company was made in error.”
Mrs. Robin C Herbert- Thompson went on to state:
“The fact that no instruments of transfer of shares were filed by Hillary Guishard evidencing a transfer of his share interest in the company pursuant to the provision of section 195 of the Companies Ordinance, 1999 and Article 14 (1) of the Company’s Articles of Incorporation and Bye-Laws is further proof, to any person(s) searching the records, that no shares were issued or allotted to Hillary Guishard in the first instance.”
This begs the question: if Hillary Guishard was not the shareholder for the period 2004 then who was? The best person to provide this valuable piece of information would be the Incorporator herself but in a lengthy letter, no mention is made of that mystery person.
As to how Hillary Guishard’s name actually got into such an enviable position Mrs. Thompson explains: “On our investigation, the explanation of the error noted on the filed annual return for the year 2004 is as follows: – Hamilton Estate Development, a limited liability company incorporated under the Companies Ordinance, 1999 with registered office situate at Church Ground, St. John’ Parish, Nevis is authorized to issue 1000 Common Shares of which Hilary Guishard is the beneficial owner.” Here she refers to the company which owns the 80 acres of land.
“Pinneys Beach Resort Limited is also authorized to issue 1000 Common shares of which no shares have been issued or allocated by the Company to date. The annual returns for both Companies for the period 2004 were prepared at the same time and what obviously occurred was that on the annual return for said period the share account of Hamilton Estate Development was transposed inadvertently into the annual returns of Pinneys Beach Resort Limited.”
Hence the Incorporator has not denied but confirmed that the identity of the Hillary Guishard holding the shares of Pinneys Beach Resort Limited on the first annual returns was in fact her uncle, the brother of the late Malcolm Guishard and the same person who owns the sole issued shares of the company owning the 80 acres of land in the same general area; albeit she said the listing happened by way of “inadvertent transposition.”
Secondly, Donald Blackman of Barbados now owns the shares (and therefore the 24.3675 acres of land) in the company as per the 2006 annual returns. When did the transfer happen from Hillary Guishard to Donald Blackman? What are the transfer tax implications of such a transfer? In effect, the ownership of the shares reflect the ownership of the company’s only known asset;- the 24.3675 acres of land which forms the prime development resource of the People of Nevis.
Thirdly why was US$5 Million borrowed when the land cost US$3.3 Million? What has happened to the remaining US$1.7 Million?
We know that Donald Blackman of Barbados could not hold the shares as an alien before land holding licences were issued. We also know that it is unlawful for anyone to hold land in trust under the laws of Nevis.
According to what Mrs. Robin C Herbert-Thompson is explaining, none of the two persons listed as shareholders of the company at different dates were shareholders at the time of the land acquisition. Are Nevisians therefore to assume that the CCM government transferred over 24 acres of the most valuable beach-land in Nevis to a company without any shareholders?
To speedily solve this mystery it would be helpful for the People of Nevis to receive a truthful answer to the question of who owned the shares of the company at the time of the acquisition and transfer of these precious lands.
As Minister of Research in the Nevis Island Administration, I can assure you that this matter will be vigorously pursued until satisfactory answers are given. Until then, I wish
Peace, Progress and Prosperity to you all.