The unlawful sale of Banco di Caribe at this time will make the restoration of solvency at ENNIA Caribe Leven permanently impossible
WILLEMSTAD - Parman International BV (“PIBV”) has taken note of reports in the media that Ennia Caribe Holding NV (“ECH”) intends to proceed with the sale of Banco di Caribe NV (“BdC”), its assets and its operations.
On the basis of provisions of the articles of incorporation of Ennia Caribe Holding NV, an entity which owns the bank and is owned 100% by PIBV, any sale of assets by ECH, other than in the ordinary course of business, which obviously include the sale of the assets of BdC, would require the prior approval and authorization of the shareholders of PIBV.
PIBV is therefore reaffirming that it has been on record since May 20, 2021, having asked for but denied pertinent information from the Central Bank of Curacao and St. Maarten (“CBCS”) as well as ECH regarding the possible sale of BdC that would make it possible for PIBV to reach a decision at an appropriate shareholder meeting to ensure that its U.S. shareholders are fully compliant with the stringent U.S. regulatory requirements in this arena with no fear of repercussions resulting from failure to do so. PIBV has therefore not had the opportunity to approve or disapprove a sale of BdC. As such, the sale of BdC will clearly be in breach of the articles of incorporation of ECH and therefore illegal.
Among other undisclosed issues of crucial importance is the need for us to publicly disclose for the first time the transfer in 2009 (pre–Dr. Jardim’s time) of NAF 300 million in assets with about 6% net annual income from Ennia Caribe Leven NV (“ECL”) to BdC excluding its related expenditures which were left behind by verbal instructions from the CBCS to the management of the entities without the approval or even the knowledge of US shareholders. This appears to have been done under questionable procedures. The so-called restructuring of our Group of Companies that the CBCS asked and received the approval for when it imposed an emergency rule at an estimated cost of NAF 100,000 aimed at returning these assets from BdC to ECL for the purpose of restoring its solvency within a period of six months. This was later raised to NAF 500,000 by the CBCS and in this period has actually been raised all the way to multi million dollars of absolutely unnecessary legal expenditures in spite of which these assets have never been returned to Ennia Caribe Leven and the sale of BdC for a song at this time, with NAF 300 million of Ennia Leven assets in its belly, will make the restoration of solvency at Ennia Leven permanently impossible.
Regretfully, therefore, the unlawful sale of BdC, having nothing to do with the Insurance Act, will represent expropriation in clear violation of the provisions of The Most Favored Nations Clause of the U.S.-Netherlands Treaties, will force PIBV to initiate a series of legal actions that it has been so far most reluctant to take against companies that it wholly owns such as ECH, ECI and BdC, their Management and Supervisory Boards, the CBCS, other appropriate governmental levels as well as intermediaries in Curacao, St. Maarten and the United States.
Equally important are the legal steps that will be taken against the assets and businesses of prospective buyers and participants in this process of fraudulent conveyance of BdC, some of whom have already been sent earlier legal notices in advance.
