The Securities and Exchange Commission (SEC) yesterday issued a directive to Claridge Stockbrokers (Pvt.) Ltd to withhold the release of the proceeds stemming from the recent sale of Agalawatte Plantations PLC shares by Mackwoods Plantations (Pvt.) Ltd until it examined the legality of the transaction. Last week saw the sale of 15,200,000 Agalawatte Plantations shares held by Mackwoods Plantations being sold at Rs.20 per share to Browns Power Holdings, a subsidiary of the Browns group.
The SEC said it had received a complaint from Nirmali Samaratunga and M.J. Varma—the majority shareholders of Mackwoods Securities, the ultimate parent of Mackwoods Plantations and Agalawatte Plantations— about the sale of Agalawatte Plantations shares amounting to 60.8 percent, carried out by Dr. Chris Nonis, Chairman of Mackwoods Securities, without due authorisations and approval of the shareholders of Mackwoods Plantations. “As you are aware, this transaction appears to fall under the category of a major transaction for which shareholder approval needs to be obtained prior to the sale being effected,” the SEC said in its directive to Claridge Stockbrokers, a company, in which Dr. Nonis is said to have an interest.
The SEC said it had obtained a copy of the CDS account opening form of Mackwoods Plantations and discovered that the name of Dr. Nonis was not among the names of persons authorized to issue instructions for such a sale of shares. The two persons authorised to issue such instructions, according to the CDS account, were Mackwoods Directors Shelendra Ranaweera and Lalith Fonseka, who have sided with Dr. Nonis in a legal battle currently being waged for the control of Mackwoods Securities. According to the information, Claridge Stockbrokers had provided to the Colombo Stock Exchange (CSE) the instructions for the sale of shares had come from Dr. Nonis. “In light of the above, the SEC needs to verify whether Dr. Chrishantha Nonis is a duly authorized signatory to issue trading instructions for and on behalf of Mackwoods Plantations Private Limited, in addition to whether the shareholders of Mackwoods Plantations Private Limited has in fact approved the sale of the aforementioned parcel of shares,” the SEC said.
The regulator also drew the attention of the brokerage to a previous directive sent to all publicly listed companies barring the directors selling the shares of a company on the Default Board. Agalawatte Plantations has been on the CSE’s Default Board since June 15 for the nonsubmission of the annual report for the financial year ended December 31, 2015.
“The sale of shares without due authorisation of the owner of the said shares is a matter of grave concern to the SEC as it affects the credibility and integrity of the securities market,” the SEC directive said. “Furthermore, the sale of shares in violation of the written instructions issued to you (Claridge Stockbrokers) and contrary to a directive issued by the SEC is a serious breach of discipline on your part and a matter on which the SEC takes very serious cognizance. Your conduct is aggravated by the fact that Claridge Stockbrokers (Pvt.) Ltd is a company in which Dr. Chrishantha Nonis has an interest,” it added.