Black Immigrant Daily News
Finance Minister Dr Nigel Clarke is refuting a claim made by directors of scandal-hit Stocks and Securities Limited (SSL) that they did not seek to wind up the company.
SSL is currently under investigation for a multimillion-dollar fraud of accounts, including one held by eight-time Olympic champion Usain Bolt.
Clarke, via Twitter this morning, shared photos of SSL’s “members’ voluntary winding up” resolution, which formed the basis of the successful application by the Financial Services Commission (FSC) to the court for an injunction last week.
On or around January 16, 2023, fraud-hit SSL applied to the Companies Office of Jamaica for a members’ voluntary winding up, Clarke tweeted last week.
Yesterday, however, SSL’s board and management, said it became necessary to set the record straight in respect of some “damaging and widely repeated inaccuracies”, which suggest that directors and management sought to dispose of assets to frustrate efforts by authorities to take control of same.
“This is simply untrue,” SSL directors said in the statement.
But Clarke is now showcasing SSL’s Declaration of Solvency Embodying a Statement of Assets and Liabilities (Pursuant to Section 277 of the Companies Act, 2004), dated January 16, 2023. The declaration is required to undertake a voluntary winding up of a company.
To undertake a voluntary winding up, the company must be solvent and make a statutory declaration indicating that it is able to pay its debts in full, no longer than 12 months after commencing the winding up.
Clarke has also shared a photo of SSL’s statement of assets and liabilities, signed by SSL founder Hugh Croskery, Laurence Adamson, and Peter Knibb.
The document showed net assets of $1.3 billion and total liabilities at $1.1 billion as at June 30, 2022. The estimated net distribution to members stood at $98 million.
Croskery and the other majority directors declared that they have “made a full enquiry into the affairs of this company and, having done so, have formed the opinion that the company will be able to pay all its debts in full within a period of 12 months from the commencement of the winding up.”
A company wind-up results in the assets being identified and realised, the company’s debts paid out of proceeds of realisation based on priority, and any remaining balance returned to the shareholders.
Croskery and the directors also declared a statement of the SSL’s assets and liabilities as at January 31, 2019, “being the latest practicable date before making this declaration, and we made this solemn declaration conscientiously believing the same to be true, by virtue of provisions of The Voluntary Declaration Law.”
To this end, the FSC obtained a court order to prevent the trustee and directors of investments company SSL from winding up the company and liquidating its assets.
SSL, Caydion Campbell, Hugh Croskery, Laurence Adamson and Peter Knibb are defendants in the matter.
The interim injunction obtained by FSC remains in place until February 17, the date set for a court hearing.
SSL’s documents to wind up were reportedly rejected by the Companies Office of Jamaica.
SSL’s board and management said they appointed Campbell of Phoenix Restructuring, Advisory and Insolvency Services Enterprise (PRAISE) as Trustee under the Companies Act of Jamaica effective, Monday, January 16, 2023.
According to the directors, the intention was that their powers and authority be vested in the Trustee and that the affairs of SSL would be under his control.
Further, the trustee and Campbell’s team would conduct an Independent Business Review (“IBR”) and other investigations into SSL’s operations to determine, among other things, its financial state of affairs as of the date January 16, 2023.
“The purpose of the appointment was not, we repeat, not to wind up the company,” the statement from the SSL directors said.
“It was intended that he would also use the results of the IBR to explore the restructuring and reorganisation options that were available to preserve and enhance the value of the business, operations, and undertakings of SSL for the benefit of all its stakeholders,” it added.