TCL wishes to respond and by so doing clarify any misconceptions which may have been created by an article which appeared under the headline “TCL Blocked, Judge Bars T&T Firm in US$50M Lawsuit in Guyana” on pages 1 and 3 of the Daily Express of June 5, 2003 (a reproduction of an article carried in the Starbroek News of the same date).

TCL wishes to advise its stakeholders that it has entered into two contracts with Mazaruni Granite Products Inc. (MGPI): (i) a Confidentiality Agreement to investigate the possibility of taking an equity position, signed by TCL and MGPI on February 22, 2002 and (ii) an Operating Agreement signed between TCL and MGPI (In Receivership) on May 5, 2003. There have been no beaches of either of these contracts by TCL.

Since the institution of receivership proceedings by one of MGPI’s main financiers (RBTT), the main shareholder of MGPI has taken action against RBTT, the Receiver (Maurice Solomon & Company) and TCL, claiming damages of one (1) billion Guyanese dollars. These matters are presently before the courts of Guyana and parties expect a speedy resolution.

The detailed facts are as follows:

i. TCL, in response to an unsolicited request from MGPI for TCL’s consideration of an equity participation in MGPI, signed a Confidentiality Agreement with MGPI on February 22, 2002 in order to obtain the required information on the Company in a due diligence exercise to evaluate the feasibility of TCL making any equity investment in MGPI.
Upon completion of the exercise, TCL advised MGPI that it had declined the offer. TCL, in accordance with the Confidentiality Agreement has never used and “will not use any of the Confidential Information either for any reason or purpose other than to evaluate and to negotiate the Transaction”.

ii. On May 2, 2003 (some fourteen (14) months after), RBTT Merchant Bank Limited put MGPI into receivership. Mr. Maurice Solomon of Maurice Solomon and Company, a Guyanese firm of Chartered Accountants / Management Consultants was appointed the Receiver / Manager.

iii. Subsequently, the Receiver/Manager requested TCL to consider an Operator’s Contract for a period of three (3) months to operate and manage the quarry on his behalf, to allow the Receiver/Manager the necessary time for his own assessment as to the future course of the Company.  TCL is the largest quarry operator in the English speaking Caribbean. The parties finalised a contract on May 5, 2003 and TCL swiftly mobilised its team. This contract was signed by Mr. Maurice Solomon in his position as the duly appointed Receiver/Manager of MGPI – In Receivership.

iv. On May 8, 2003, an ex-parte interim injunction was obtained by MGPI against RBTT Merchant Bank Limited and Maurice Solomon and Company, immediately restraining the Receiver/Manager and his agents from accessing and dealing with MGPI’s properties, assets and operations. The ‘hearing date’ for this matter is June 20, 2003.

v. On June 4, 2003, another ex-parte interim injunction was obtained by MGPI against RBTT Merchant Bank Limited and TCL, claiming a breach of the aforementioned Confidentiality Agreement by TCL and again restraining TCL from performing as Operator for the Receiver/Manager (MGPI – In Receivership) although the previous injunction has effectively halted the Receiver/Manager’s and by extension his agents’ participation in the operations of MGPI since May 8, 2003.

TCL wishes to re-iterate to its stakeholders that both the Confidentiality Agreement and the Operator’s Contract were duly signed between TCL and the respective legal and duly constituted management of MGPI at the respective times and that no breach of confidentiality has taken place contrary to what the said article attempts to purport.

For Information
Contact: michellel@tclgro