Home' Trinidad and Tobago Guardian : February 22nd 2015 Contents FEBRUARY 22 • 2015 www.guardian.co.tt SUNDAY BUSINESS GUARDIAN
NEWS | SBG3
The United Kingdom affiliate of Winchester Capital,
the company hired by CL Financial to advise it
on the sale of three of its European alcoholic
beverage companies, is now chaired by Andrew
Mitchell, QC, the English lawyer who served as
the legal advisor to Lawrence Duprey, the former CL Financial
Apart from representing Duprey, Mitchell has appeared in
T&T courts on behalf of local businessman Ishwar Galbarans-
ingh, in his fight against extradition to the US in connection
with the Piarco corruption matter, according to Guardian
A July 29, 2010, article states that Mitchell was one of two
UK Queen's Counsel who submitted legal advice to former
attorney general Anand Ramlogan arguing that T&T was the
proper forum for the prosecution of those charged with cor-
ruption in relation to the construction of the new terminal
at Piarco International Airport.
Mitchell also represented Mora Ven chairman, George
Nicholas, in his private prosecution brought against the Mora
Ven chief executive Krishna Persad.
An August 14, 2013, a news story quotes Jack Warner as
saying that he was being advised by Mitchell in responding
to the Confederation of North, Central American and Caribbean
Association Football (Concacaf) report into corruption allegations
authored by Barbadian jurist Sir David Simmons.
The Winchester Capital Web site states that Mitchell was
appointed as the chairman of the company's UK affiliate in
The Business Guardian reported on Thursday that Winchester
Capital, a company based in the UK and the US that specialises
in mergers and acquisitions, was engaged by the CL Financial
board to be its financial advisor for the sale of Thomas Hine
& Co, a cognac producer, and other European assets.
Hine was valued by PwC in November, 2011, at US$33 million,
but CL Financial received US$77.4 million for the asset when
it was sold in August, 2013, after Winchester Capital targeted
123 potential buyers in 23 companies, according to a CL Financial
document made available to the Guardian.
Winchester Capital also advised CL Financial on the sale of
Dugas, a drinks distributor for Burn Stewart, Hine and Angostura
products in Europe, targeting 66 potential buyers in a process
for which the distributor was valued at US$4 million by PwC
but sold for US$10.5 million.
Winchester also advised CL Financial on the sale of S Fassbind
AG, a Swiss distilling operation, which took place in April,
2014, but which was not disclosed in the CL Financial doc-
Mitchell was appointed as the chairman of CL World
Brands, CL Financial's European drinks subsidiary on No-
vember 15, 2010. His appointment on the CL World Brands
board was terminated on September 4, 2014, according to
information on the companies house.gov.uk Web site. The
Web site also reveals that the CL World Brands accounts for
2013 are labelled overdue as they were supposed to have
been submitted since September 30, 2014.
While Winchester Capital represented CL Financial's interests
in the sale of the three European drinks companies, the advisor
was on the other side of the negotiating table with regard to
the April, 2013, sale of Burn Stewart Distillers to the Distell
group of South Africa. Winchester represented Distell in the
sale of Burn Stewart, the Scottish whisky producer that fetched
net proceeds of US$137 million for its owners CL Financial
(83 per cent) and Angostura (17 per cent).
In January 2010, Winchester Capital also served as the buy-
side advisor to Mizkan Americas Inc, the wholly owned sub-
sidiary of the Mizkan Group, Japan on the successful acquisition
of World Harbors Inc, which was described as a wholly owned
subsidiary of the House of Angostura on the Winchester Web
site. That transaction is not recorded in Angostura's 2010
In the same month, Winchester also advised Mizkan on a
strategic distribution agreement with Angostura Bitters,
which is owned by Angostura Holdings Ltd.
Contacted on Friday, the first response of a CL Financial
source was that he was not aware that Mitchell is/was the
chairman of Winchester Capital and that he had never de-
clared that interest.
After checking, the source said the appointment of the
advisors for the sale of CL Financial assets was done by a
sub-committee of the board comprising CL Financial man-
aging director, Marlon Holder, and director Robert Ramc-
hand. The source said CL Financial benefitted from the
valuations and the process used in the sale of the European
drinks companies and that in the case of Thomas Hine and
Dugas, the valuations were conducted by PwC and the sales
process advice was provided by Winchester Capital.
The sources, who requested anonymity because of the
sensitive nature of the matter, explained that Winchester,
like all the other advisors hired, worked on commission for
a percentage of the value of the final sales price. These
commissions were within the normal range for such work,
he said, adding that for some of the larger asset sales, sell-
side advisors would get up to three per cent of the final
price, while for the smaller ones about one per cent would
He said that Winchester Capital bid for several other jobs,
including the sale of Lascelles deMercado, which went to
UBS, and the Burn Stewart sale, which also went to UBS
(with Winchester acting for the purchaser).
The source, who is close to the divestment of CL Finan-
cial's asset, said that when Mitchell served on the CL Fi-
nancial board, he was always a stickler for conflict of
interest issues and that there was "never any hint that he
tried to lobby the CL Financial board to favour one invest-
ment advisor over another."
Contacted for comment by e-mail, Mitchell said: "Know-
ing how conspiracy theories can be groundless, and wishing
to ensure you have full facts and transparency, please send
the article and any questions you have.
"I can already see from the terms of your e-mail that you
are short on facts. By example the Fassbind sale, took a very
long time but was, as I recall, part of a sale side mandate for
a trio of businesses, two of which sold (including Hine) and
sold well but the third Fassbind (not a hugely valuable busi-
ness) took a while to complete.
"I hope that helps."
The article was not sent to Mitchell, as he requested.
But in response to Mitchell's e-mail, the following was
sent to him:
"The article is a work in progress. As you would have
gathered, it will lay out the facts of you being on the CL Fi-
nancial and CL World Brands boards, which were looking to
sell assets, and hired Winchester as its advisor for the sale
of three assets. About a year later you were appointed to
Winchester's UK board as its chairman.
"The article will also look at Winchester's prior relation-
ship with the CL Financial group, as outlined on its Web
"If you can bring clarity to these issues and relationships,
I am sure it would prevent the development of conspiracy
In the Thursday Business Guardian, CL Financial had
said: "Valuations conducted in respect of each of the com-
panies listed above amounted in total to US$560 million for
the foreign companies and to TT$94.75 million for the two
local companies---Valpark and Atlantic Plaza.
"The actual proceeds from the sales of the foreign com-
panies totaled US$841 million, which was US$280 million
or 50 per cent higher than the valuations that the group had
received. In the case of the local companies, sales proceeds
of TT$158.5 million amounted to TT$63.75 million or 67 per
cent more than the original valuations.
"Each of the eight companies sold had several liabilities
that had to be treated with from the sales proceeds, result-
ing in net proceeds of US$258 million in the case of the for-
eign assets and TT$ 1 million from the local companies.
"These funds are being held in escrow accounts pending
the full resolution of the repayment of debts to CL Finan-
cial's creditors, including the Government."
One of CLF's advisors now
chaired by Duprey's QC
Andrew Mitchell, QC.
chairman of CL Financial
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