This document is important and requires your immediate attention.

If you are in doubt as to how to respond to the Neal & Massy offer you should consult your investment advisor, stockbroker,
lawyer or other professional advisor.

DIRECTORS CIRCULAR
IN RESPECT OF THE OFFER BY

NEAL & MASSY HOLDINGS LIMITED

To Purchase Any and All of the Outstanding
Ordinary Shares of
THE BARBADOS SHIPPING & TRADING COMPANY LIMITED

While the cash price offered of BD$8.50 is favourable to shareholders

as compared to the existing offer of $8.00 from AMCL Holdings Ltd,
with regard to the various reasons contained in this Circular

The Board of Directors

recommendS
that Shareholders do not accept either offer at this stage.
Shareholders are however urged to seek independent investment, financial and
legal advice in respect of their own circumstances.

Notice To Shareholders
The offer to which this Directors Circular relates is in respect of the securities of a Barbadian Issuer and while the Issuer is subject to
Barbados and Trinidad and Tobago disclosure requirements, shareholders should be aware that such disclosure requirements may be
different from those of other jurisdictions. The enforcement by non-Barbadian investors of civil liabilities may be affected by the fact
that the Barbados Shipping & Trading Company Limited (BS&T or Company) is a Barbados corporation, that most of its directors and
officers are Barbadian residents and that a majority of its assets are located in Barbados.
This Directors Circular has not been approved or disapproved by any securities regulatory authority nor has any securities regulatory
authority passed upon the fairness or merits of the circular or upon the adequacy of the information contained in this document.
11 SEPTEMBER 2007

Table of Contents
Page
Directors Certificate

17

Directors Circular

Circumstances Under Which This Circular Is Issued

Obligations of The Directors

Assessment of The Terms Of The Neal & Massy Offer

Board Recommendation

Reasons for Recommendation

The Boards Intentions

Right to Withdraw Deposited Shares

Form for Notice of Withdrawal Of Shares

11

Other Information

12

Financial Information (Appendix 1)

18

DIRECTORS CIRCULAR
This Directors Circular is issued by the Board of Directors (the Board) of The Barbados Shipping & Trading Company
Limited (BS&T or the Company) in connection with the offer made by Neal & Massy Holdings Limited (Neal
& Massy or N&M or the Offeror) to purchase all of the outstanding ordinary shares of BS&T for cash or a
combination of cash and shares in the capital of Neal & Massy as set out in its Offer for Purchase dated 28 August
2007 and Notice of Variation dated September 1, 2007 (collectively referred to herein as the Documents).
All information contained in this Directors Circular relating to the Neal & Massy offer has been taken from or is
based on information disclosed in Neal & Massys Offer and Take-over Bid Circular and other public sources. The
Board does not assume any responsibility for the accuracy or completeness of such information.
All dollar amounts in this Directors Circular are expressed in Barbados dollars (BD$), unless otherwise indicated.

CIRCUMSTANCES UNDER WHICH THIS CIRCULAR IS ISSUED

Unlike the case of the initial offer by Ansa McAl, through its wholly owned subsidiary AMCL Holdings Ltd, which
was the only offer to be considered by your Directors at the time of issuing our Circular of August 6, 2007, the
Companys shares are now subject to a bidding process with the entrance of Neal & Massy.
As at the date of this Circular, only the above mentioned parties have made offers to all shareholders and while
there are reports in the press to the effect that there is a third offeror your Board of Directors has not received any
other offers in compliance with the Take-over Bid Regulations. BS&Ts shares however continue to trade on the
stock exchanges of Barbados and Trinidad & Tobago and all shareholders are entitled to sell their shares by that
means if the price being bid is acceptable to them (or to acquire more if they so choose).
As at the date of this Circular, Neal & Massy is offering to acquire any and all of the outstanding Ordinary Shares of
The Barbados Shipping & Trading Company Limited by way of :
(a) Cash at the price of BD$8.50 (or US$4.25 for non-residents of Barbados) for every one (1) ordinary share
of BS&T (N&M Cash Consideration),
or
(b) A combination of one (1) Ordinary Share in the capital of Neal & Massy for every 2.75 Ordinary Shares
in the capital of BS&T plus BD$1.80 (or US$0.90 for non-residents of Barbados) cash for each BS&T share
(N&M Combination Consideration).
Shareholders are permitted to select either option for all of their shares or option (a) for a portion of their shares
and option (b) for the remainder of their shares.
The Neal & Massy offer is currently scheduled to expire on October 18, 2007.
AMCLs offer of BD$8.00 per share was due to expire on September 6, 2007. AMCL has extended the expiry of this
existing bid to September 21, 2007.

While the bidding situation that now exists may not result in the best outcome for the business and other
stakeholders, shareholders desirous of selling their shares may opt to receive the highest price available for passing
control of the Company to a successful bidder, assuming there will be a successful bidder as both bids have certain
conditions.
BS&T as an Independent Business
Notwithstanding the above, the Board of Directors takes this opportunity to remind Shareholders that on proposing
the merger with Neal & Massy, it was never our intention that Shareholders exit their investment in BS&T or to put
BS&T up for sale. Rather, it was an option seen to be in the best long term interest of the two companies and their
shareholders with continued investment in an expanded enterprise.
BS&T is capable of operating independently and has the means to continue to drive operational improvements
where necessary and to grow and develop its businesses as our results in recent years demonstrate. Clearly, the
companies bidding for BS&T recognise its worth and progress and Neal & Massy would never have been interested
in a merger combination unless BS&T was viewed as desirable. Neal & Massys cash offer for BS&T is not at a value
which is higher than the intrinsic value range which informed the basis for the proposed merger. It represents an
offer for shareholders to cash out at the cost of debt and capital to the acquiring company (and to the resultant
combination of the companies, if successful) instead of having those funds remaining invested.
Expansion of BS&Ts Business Interests
Contrary to the erroneous view held by some that BS&T needs to be acquired in order to grow its business,
BS&T has not been standing still in its expansion thrust, particularly outside of Barbados. Our subsidiary, United
Insurance has, for several years, been growing its business beyond the shores of Barbados and is represented today
in 14 countries across the region through agencies and with a branch office in Trinidad, generating more than 60
percent of its premium income from outside Barbados. Seawell Air Services entered into a joint venture with LIAT
to provided various airport services in Antigua as recently as three years ago following the parent companys entry
into the supermarket business in St Lucia with St Lucian partners - indeed BS&T increased its stake in Gablewoods
Supermart Ltd to 33% in July of this year.
Moreover, within the last two years, other sizeable investments have been made such as our participation in the
acquisitions of two hotel properties which in turn facilitate the growth of our Associate, Almond Resorts - one
being Morgan Bay, St Lucia and the other Casuarina Beach in Barbados. Following these was a 33% stake in a
business in The Bahamas comprising 12 supermarkets, albeit that it is subject to the approval of the Bahamian
government. While returns on these recent investments are not yet being realised, they are expected to contribute
meaningfully in the coming years.
Further and for the future, we are even now actively evaluating other opportunities that are before us, in and
outside of Barbados. BS&T also possesses certain property assets which have the potential for future earnings
notwithstanding that the projects earmarked for several of these properties vary in complexity and require that
feasibility criteria and/or regulatory approvals be met before proceeding.
BS&Ts Balance Sheet is strong and underleveraged, meaning we are capable of sourcing debt financing on

reasonable terms for further expansion. Also, the Neal & Massy shares which we hold, for which only dividend
income is earned, can be sold at the appropriate time to provide funds for new projects or the acquisition of new
businesses, the future earnings of which would be accounted for in our Group results.
The best source of information on BS&Ts operations and financial affairs is contained in our most recent Annual
Report, augmented by our published results for the first half of the 2006/07 financial year as well as at the third
quarter of this 2006/07 financial year, included in this Circular as Appendix 1. These results reflect increasingly
better performance for our operations as a whole resulting from various initiatives that are being taken by
management.
While therefore any take-over offer may afford shareholders a liquidity event, shareholders should recognise
that it was not the intention of Directors to put BS&T up for sale. As outlined above, BS&T is well positioned to
take advantage of regional opportunities which are appropriate for its relative size and strategic fit. While this
positioning may not be translated into the cash value for BS&Ts shares today, it is available for those who invest, or
remain invested, in BS&T. Shareholders should thus determine whether they wish to accept cash today instead of
remaining invested in the Company going forward and benefiting from its future growth.

OBLIGATIONS OF THE DIRECTORS

Under The Companies Act Cap. 308 - The Take-Over Bid Regulations, 2002 of Barbados, and the Securities Industry
(Take-Over) By-Laws, 2005 of Trinidad & Tobago, the Board is required to issue a Directors Circular in response to
any properly submitted Take-over bid. In summary, the Board is required to :
-

provide either a recommendation to shareholders with respect to acceptance or rejection of the takeover bid or a statement that they are unable to or will not make a recommendation. In all cases the
reasons why must be given;

disclose what course of action the Board plans to take; and

provide up to date information on the company and the position of the Board;

disclose certain other relevant information including that relating to shareholdings of directors, officers,
significant shareholders.

Notwithstanding the above, under the Companies Act Cap 308 of Barbados (the jurisdiction under which the
company is incorporated) within Section 95, the Duty of Directors and Officers is stipulated as follows:
(1) Every director and officer of a company in exercising his powers and discharging his duties must
(a) act honestly and in good faith with a view to the best interests of the company; and
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.
(2) In determining what are the best interests of a company, a director must have regard to the
interests of the companys employees in general as well as to the interests of its shareholders.

(3) The duty imposed by subsection (2) on the directors of a company is owed by them to the company
alone; and the duty is enforceable in the same way as any other fiduciary duty owed to a company by its
directors.
In considering a take-over bid for the Company, your Directors must therefore take into account not only the
collective interests and various circumstances of the shareholders but very importantly the best interest of the
Company through which the interest of shareholders is served. The Companys other stakeholders, including staff,
must also be considered.
In this regard, the Board also has to consider that one of the bidders may achieve their goal but without 100% of
BS&Ts shares being acquired. In both cases, and subject to any variation of their offers, the successful bidder could
attain ownership of between 50.1% and 100%, meaning that a significant minority of shareholders could remain,
and the Board needs to consider the future of the Company as it relates to those shareholders that may choose not
to tender their shares, or not be in a position to so do.
This means that Directors may, upon taking all aspects of competing offers and various stakeholders interest into
account, recommend an offer that provides better prospects for the Company and its wider stakeholders but
which may involve a lower cash value than another. THEREFORE THE RECOMMENDATION OR CRITERIA FOR A
RECOMMENDATION OF THE DIRECTORS MAY NOT BE BEST SUITED TO EACH AND EVERY SHAREHOLDER, particularly
those who wish to exit their investment.
ASSESSMENT OF THE TERMS OF THE NEAL & MASSY OFFER
i)

The Neal & Massy offer is conditional on Neal & Massy achieving an overall ownership in excess of
50% and as such is not a certainty. However Neal & Massy could have a higher chance of success in
this respect than Ansa McAl through its subsidiary AMCL Holdings due to Neal & Massy only requiring
an additional 27.5% of BS&T whereas AMCL requires 50.1%.

ii)

As stated in their offer, Neal & Massy has other conditions which relate to the well being of the
company and certain events which are not unusual and which generally also apply in the case of
Ansa McAl. The risk of the Fair Trading Commission of Barbados triggering the condition whereby
Neal & Massy would withdraw its offer is low due to the absence of similar or competing businesses in
Barbados. To put this in the context of the two offers made to shareholders, the risk of this condition
is more likely in respect of the offer by Ansa McAl.

iii)

In contrast to ANSA McALs proposed consolidation and streamlining of the business enterprises
of BS&T with those of the ANSA McAL group, Neal & Massy has recognised that this is not applicable
upon the acquisition of BS&T due to the absence of overlap of similar businesses of its own within
any one country. To the contrary, Neal and Massy has demonstrated that the businesses are highly
complementary and has further stated that it intends to operate BS&T as a long term going concern
within a Caribbean regional context. Streamlining by associating two or more companies in similar
but non-competing business activities across countries (such as supermarket operations), is however
to be expected and should be beneficial rather than a basis for concern.

iv)

Neal & Massy makes no statement that there will not be disposals of any assets, as indeed neither has
Ansa McAl. Given the price being offered for BS&Ts shares, your Directors consider that the possibility

exists that certain assets may be disposed of by either of the successful bidders in pursuit of reducing
the debt incurred by undertaking the acquisition of BS&T. Subject to the level of acceptance of either
offer by shareholders, the outlay which would be incurred by Neal & Massy will naturally be less than
that of Ansa McAl due to Neal & Massy already owning 23% of BS&T, but in either case the debt will
be significant. Such disposals, if any, do not necessarily involve the loss of employment (for which
Neal & Massy has given certain assurances in their offer document) but the disposals could deny the
Company future earnings in relation to such assets.
v)

The N&M Combination Consideration provides the option for all Shareholders to have a stake in Neal
& Massy (which would include ownership in BS&T), unlike the Ansa McAl Investment Election which
is discriminatory as it is open only to shareholders resident in Barbados or Trinidad thereby unfairly
disregarding the interests of a number of shareholders.

vi)

Under the N&M Combination Consideration, BS&T shareholders have the legal right to require that
the offered shares be provided whereas the Ansa McAl Investment Election which is subject to various
third-party and intermediary arrangements, can be withdrawn by Ansa McAl even if the AMCL cash
offer succeeds.

vii)

The Neal & Massy Acceptance and Transfer Form conveys upon Neal & Massy the authority to act
with Power of Attorney only with effect from the date that Neal & Massy declares that it is proceeding
unconditionally to take up the shares tendered to their offer. It is clear and unambiguous that
Shareholders retain their rights including the ability to vote their shares until such date.

viii)

The Board believes that Neal & Massy is a significantly better acquirer for the business than Ansa
McAl. Neal & Massy and BS&T fit operationally very well together (such as the alignment of the Hi Lo
supermarket chain in Trinidad with BS&Ts Supercentre chain in Barbados) and have similar corporate
cultures and values. Neal and Massy knows your company better and many of the BS&T stakeholders
have a first hand appreciation of the way Neal & Massy operates. Neal & Massy, like BS&T, is widely held
with no single majority or substantial owner and has been successful in its business and operations,
earning an excellent reputation and significant financial strength.

BOARD RECOMMENDATION
If BS&T is to be acquired, the Board considers Neal and Massy to be the better choice as a corporate owner
of BS&T in consideration of the interest of the Company and its wider stakeholders. With regard however
to the personal interest of shareholders who intend to dispose of their shares, the Board has the following
recommendations AT THIS TIME.
Recommendation with respect to the Cash Offer of BD$8.50
While the cash price offered of BD$8.50 is in the opinion of the Board favourable to shareholders as compared to
the existing offer of $8.00 from Ansa McAl, the Board recommends that shareholders do NOT accept the offer
AT THIS STAGE. The reasons for this are due to the circumstances under which this Circular has been issued as
noted above, and for those reasons outlined further below.
Recommendation with respect to the Combination Consideration
The Board is unable to make a recommendation with respect to the Combination Consideration for the reasons
outlined below which primarily relate to the variable valuation implications arising from not all of the shareholders
taking up this option. That said, if 100% or the overwhelming majority of the shareholders were to take up the
Combination Consideration, then the Board would be comfortable in concluding that the offer is most favourable
as it believes that the intrinsic value of the combined companies with the benefits to be realised through the
creation of strong regional business units (in Retail & Distribution and otherwise) but without the high debt being
incurred for a cash only acquisition, would exceed the current cash offer.
REASONS FOR RECOMMENDATION TO HOLD BACK ON ACCEPTANCE OF THE OFFER AT THIS TIME
The Board, assisted by its financial, corporate and legal advisors, has carefully considered the Neal & Massy offer
and the circumstances under which this circular is issued.
Following are the primary reasons why the Board has concluded that shareholders should hold back on accepting
the Neal & Massy Offer at this stage, albeit that the Cash Consideration may be comparatively favourable:
i)

Value - With respect to the Cash Offer, the Board is of the view that there is rarely an absolute and single
value for a Company as the perception of value will always vary from buyer to buyer depending on the
strategic and synergistic value of the Company to the specific bidder. There are varying levels of premium
that might be paid for control (and conversely discounts for a minority stake) and for synergistic and
strategic reasons. Therefore, it is the Boards view that the BD$8.50 cash price may not necessarily be
the highest price that shareholders might ultimately be offered via the current bidding process. While
this process may not result in the best outcome for the business and for other stakeholders, it is in this
situation that shareholders desirous of selling their shares generally receive the highest price available for
passing control of the Company to a successful bidder.

ii) Timing - In the section entitled Circumstances under which this Circular is issued we have outlined the
expiry timing of the two competitive bids. Given that AMCL has extended the period of its offer, and that
the Neal & Massy offer expires after the end of the AMCL offer, shareholders may wish to wait to assess

how the bidding develops. The recommendation of the Board to shareholders desirous of disposing of
their shares not to accept the offer now, but to wait to see how the bid process progresses, is primarily as
a result of this timing issue.
iii) The Combination Consideration - The reason the Board is unable to make a recommendation as to
the acceptance of the Combination Consideration is that the value of this offer is dependant on several
factors which are uncertain and these factors include the following:
-

Should Neal & Massy be the successful bidder, it may not ultimately achieve a 100% take-up, and
while some shareholders may choose the Combination Consideration, many others may select the
Cash Offer. In this scenario, Neal & Massy would benefit from the benefits to be achieved from the
combined businesses to the extent of the percentage of BS&T shares acquired, but it will have also
increased its debt to meet the Cash Offer obligation. The Board is however not aware of the amount
or terms of the debt that may be assumed to fund the purchase. Hence the initial combined value
of the two companies would likely be different to what it would have been in the case of a pure
merger;

Those BS&T shareholders interested in acquiring Neal & Massy shares may consider accepting the
Cash Offer and then purchasing those shares on the Stock Exchange in either Barbados or Trinidad
& Tobago due to the seemingly advantageous price at which they might be obtained. Shareholders
should however take into account that as demand for the shares increases, the share price could
increase beyond the point at which it may have been better to have opted for the Combination
Consideration beforehand.

If shareholders wish to consider the Combination Consideration then your Directors recommend that unless
you are comfortable in evaluating the above factors in relation to your individual circumstances, that you seek
professional financial advice.

COURSE OF ACTION THAT THE BOARD INTENDS TO TAKE

The Board will be monitoring the bidding process closely and plans to update its recommendation as outlined in this
Circular as events unfold, and respond as may be required to any future bids or variations that may be received.

YOUR RIGHT TO WITHDRAW DEPOSITED SHARES

It is your legal right to withdraw deposited shares to the Neal & Massy (or any other) offer.
We are advised that the Take-over Bid regulations in Barbados provide that A SHAREHOLDER MAY
WITHDRAW HIS SHARES FROM A TAKE-OVER BID AT ANYTIME UP TO 2 BUSINESS DAYS PRIOR TO THE CLOSE
OF THE OFFER.
We are however advised that the Take-over Bid regulations in Trinidad & Tobago permit shareholders
to withdraw tendered shares at any time before the expiration of the offer. There may also be various
circumstances which could extend the date by which tendered shares may be withdrawn including for
instance where the shares have not been taken up by the Offeror.
The Neal & Massy offer document on page 12 under section 4 and in its Notice of Variation under Section 5,
states that subject to applicable law, any Shares deposited may be withdrawn at any time before Shares
have been taken up by the Offeror.
Shareholders are advised where possible, to withdraw their shares up to 2 business days prior to the close
of the offer and if they intend to withdraw their shares after that time that they seek legal advice in respect
of their own circumstances.
Any BS&T shares tendered to NEAL & MASSY may be withdrawn by lodging a Notice of Withdrawal with the
same Designated Broker where the applicable shares were deposited. The Designated Brokers are:
BNB Finance & Trust Corporation, Independence Square, Bridgetown, Barbados
Tel (246) 431 5926 Fax (246) 429 8389
and
Republic Securities Limited, 1st Floor Briar Place, 10 Sweet Briar Road, Port-of-Spain, Trinidad
Tel (868) 622 8581 Fax (868) 628 1364
BS&T shareholders who hold or deal their BS&T shares through a brokerage firm and who choose to
withdraw their shares should contact their broker in order to withdraw the BS&T shares on their behalf.
BS&T shareholders who acted for themselves in tendering their shares under the Neal & Massy offer may
use the NOTICE OF WITHDRAWAL OF SHARES FORM included in this document to withdraw those BS&T
shares, keeping a careful note of the date and time when the form was faxed or lodged with BNB Finance &
Trust Corporation or Republic Securities Limited as the case may be.
BS&T shareholders requiring assistance in withdrawing BS&T shares from the Neal & Massy offer or the
AMCL offer may contact the BS&T Corporate Secretary at (246) 417 5110 or (246) 417-5137

10

NOTICE OF WITHDRAWAL OF SHARES

OF
THE BARBADOS SHIPPING & TRADING COMPANY LIMITED

TO: BNB Finance & Trust Corporation

By Mail or By Hand: Independence Square, Bridgetown, Barbados
By Fax: (246) 429 8389

OR

TO: Republic Securities Limited

By Mail or By Hand: 1st Floor Briar Place, 10 Sweet Briar Road, Port-of-Spain, Trinidad
By Fax: (868) 628 1364

Take notice that the undersigned is withdrawing __________________* ordinary shares in the capital of Barbados
Shipping & Trading Company Limited (BS&T) previously deposited pursuant to the NEAL & MASSY HOLDINGS
LIMITED Offer to Purchase the shares dated August 28th, 2007.
If the undersigneds shares were tendered pursuant to the procedures for book-entry transfer, the depositary
account from which the shares were transferred must be credited forthwith with the withdrawn shares.
* If the number of common shares is not stated, all shares tendered by the undersigned must be deemed to be withdrawn.

____________________________________________________ ( Date)

____________________________________________________ (Shareholders signature)

____________________________________________________ (Shareholders name)

Day time telephone number of shareholder or authorised representative _______________________

11

OTHER INFORMATION
Directors and Officers shareholdings
The following table details the number of ordinary shares, and outstanding options vested as at the 11 September
2007, beneficially owned by the Directors and Officers of the Company or over which they exercise control or
direction:

Name of Director

No. of Ordinary
Shares owned
as at
11 Sept 07

% of Issued
Shares
of the
Company

No. of other
Ordinary
Shares which
are controlled
or directed

% of Issued
Shares
of the
Company

Altman, Paul Bernard

105,616

0.14%

231,514

Blackman, Dave Anthony

167,834

0.22%

Nil

1,000

Corbin, Philip Franklin Delano

70,088

0.09%

Nil

12,500

Delmas, Frere Francis Charles

172,640

0.23%

Nil

1,000

Fields, Sir Allan Clifford

151,203

0.20%

Nil

11,555

King, Gerald Anthony Allan

73,074

0.09%

Nil

36,112

Osborne, Sandra Kathleen

60,916

0.08%

30,000

Symmonds, Peter Gladwyn

5,000

0.01%

Nil

9,666

Taylor, Ralph Wendell

5,044

0.01%

Nil

Nil

Name of Officer

No. of Ordinary
Shares owned
as at
11 Sept 07

% of Issued
Shares
of the
Company

No. of other
Ordinary
Shares which
are controlled
or directed

0.31%

No. of
Vested
Options as
at 11 Sept
07

0.04%

% of Issued
Shares
of the
Company

334

334

No. of
Vested
Options as
at 11 Sept
07

Chatrani, Sunil

33,983

0.04%

Nil

668

Corbin, L. Mark

136,280

0.18%

Nil

668

Browne, Everton

19,379

0.03%

Nil

334

Brace, Natalie M.

Nil

Nil

Nil

Nil

Nil

DAguiar, Frances

1,575

< 0.01%

An application is currently pending for the exercise of a number of vested Options, included in the above table,
for certain Directors as follows: Philip Corbin 3,500; Sir Allan Fields 11,555; G. Anthony King 9,426 and Peter
Symmonds 9,666. An application is currently pending for the exercise of 8,000 of vested Options for executives
other than the above Directors and Officers of the Company.
Sir Allan Clifford Fields, Gerald Anthony King and Everton Browne together with three other persons are members
of the Board of Trustees of the Defined Benefit Pension Plan which owns 2,634,768 shares in the Company.
Other than as disclosed above, no associates of the Directors or Officers of the Company own, control or direct any
shares in the Company.

12

Issue of Shares to and Vesting of Options by Directors and Officers in preceding Two Year Period
The following tables detail the shares issued to directors and officers as well as Options not yet exercised but
which became vested during the two year period preceding the 7 September 2007.

Name of Director

No. of Ordinary
Shares issued
during the two
year period
preceding
11 September 07

Price
BD$

No. of Options existing

for Ordinary Shares
which vested during
the two year period
preceding
11 September 07

Option Price
BD$

1,000
3,000
5,000
6,000
6,000
4,000
2,000

3.14
2.75
2.83
3.05
5.50
7.36
5.31

167
167

7.36
5.31

Blackman, Dave Anthony

12,000
12,000
18,000
1,102
1,588
18,000
12,000
6,000

3.14
2.83
3.05
6.80
4.72
5.50
7.36
5.31

500
500

7.36
5.31

Corbin, Philip Franklin Delano

2,000
12,000
12,000
6,000
1,588
500

2.83
3.05
5.50
5.31
4.72
7.36

12,000
500

7.36
5.31

Delmas, Frere Francis Charles

2,000
9,000
1,102
1,588
5,000
18,000
12,000
6,000

2.83
3.05
6.80
4.72
4.73
5.50
7.36
5.31

500
500

7.36
5.31

Fields, Sir Allan Clifford

1,102
5,555
22,222
38,889
50,000
5,333

6.80
2.75
2.83
3.05
5.50
5.31

11,111
444

7.36
5.31

King, Gerald Anthony Allan

1,102
1,588
5,000
16,667

6.80
4.72
4.94
5.31

34,723
1,389

7.36
5.31

Altman, Paul Bernard

13

Name of Director

Osborne, Sandra Kathleen

No. of Ordinary
Shares issued
during the two
year period
preceding
11 September 07

No. of Options existing

for Ordinary Shares
which vested during
the two year period
preceding
11 September 07

Option Price
BD$

12,000
6,000
6,000
6,000
6,000
4,000
2,000

2.75
3.14
2.83
3.05
5.50
7.36
5.31

167
167

7.36
5.31

3,000

5.50

2,833
4,167
2,167

5.50
7.36
5.31

Symmonds, Peter Gladwyn

Name of Officer

Price
BD$

No. of Ordinary
Shares issued
during the two
year period
preceding
11 September 07

Price
BD$

No. of Options existing

for Ordinary Shares
which vested during
the two year period
preceding
11 September 07

Option Price
BD$

Chatrani, Sunil

1,102
1,588
12,000
8,000
4,000

6.80
4.72
5.50
7.36
5.31

334
334

7.36
5.31

Corbin, L. Mark

1,000
5,000
6,000
6,000
1,102
1,588
12,000
8,000
4,000

3.14
2.75
2.83
3.05
6.80
4.72
5.50
7.36
5.31

334
334

7.36
5.31

Browne, Everton

1,102
1,588
4,000

6.80
4.72
5.31

334

5.31

Brace, Natalie M.

Nil

DAguiar, Frances

100
100

Nil
6.80
4.72

Nil

Shareholders owning more than 10% of the shares

The following details the number of ordinary shares, and percentage of the total shares of the Company, beneficially
owned or controlled or directed by shareholders which are known by the Directors to represent more than 10%
of the shares of the Company:

14

Neal & Massy Holdings Limited

17,381,226

22.9 %

Sagicor Financial Corporation

8,631,543

11.4 %

Interests in the Offeror

1. No Directors or Officers or their associates have, within the six months preceding the date of the offer or
otherwise, traded in any shares in Neal & Massy, the Offeror company. Neither do any of them own, control
or direct any shares in Neal & Massy, the Offeror company, other than Sir Allan Fields who holds 2,000 shares
in Neal & Massy, G. Anthony King who holds 50,000 shares in Neal & Massy and Paul Altman who holds
indirectly through Alleyne, Aguilar & Altman 10,000 shares in Neal & Massy.

The Directors are not aware of any shares in the Offeror company which are owned, controlled or directed
by shareholders that beneficially own more than 10% of BS&T.

2. The following shares in the Offeror company, Neal & Massy, are owned or controlled by shareholders owning,
controlling or directing more than 10% of the shareholding in BS&T:

Sagicor Financial Corporation
2,092,815
2 .4 %
3. BS&T has not, within the six months preceding the date of the offer traded in any shares in the Offeror
company. BS&T beneficially owns 3,500,000 shares in the Offeror company. BS&T does not control or direct
any other shares in the Offeror company.
4. There are no persons acting jointly or in concert with the Company in respect of this offer.
Trading in BS&T shares
To the knowledge of the Directors:
1. No Directors or Officers of the Company or their associates have traded any shares in BS&T in the 6 months
preceding the date of the offer.
2. Trading in BS&T shares by Shareholders owning, controlling or directing more than 10% of the shareholding
in BS&T within the 6 months preceding the date of the offer are as follows:
Name

Transaction

Amount of
Ordinary
Shares

Date
(On or
about)

Price
BD$

Sagicor Global Balanced Fund

Purchased

1,750

23 Mar 07

$5.20

Sagicor Global Balanced Fund

Purchased

2,500

03 Apr 07

$5.15

Sagicor Equity Fund

Sold

57,693

21 May 07

$5.29

Neal & Massy

Purchased

10

11 Aug 07

$6.53

3. BS&T did not purchase any of its own ordinary shares in the 6 months preceding the date of the offer.
No acceptance of offer
1. No Director or Officer of the Company or their associates has accepted or intends to accept the offer as at
the date of this Circular.
2. The Directors are not aware of any shareholder, owning or exercising control over 10% or more of the shares
of BS&T, having accepted or intending to accept the offer.

15

Material Contracts
1. No Director or Officer of the Company or their associates has any interest in any material contract to which
the Offeror is party.
2. The Directors are not aware of any shareholder, owning or exercising control or direction over 10% or more
of the shares of BS&T, having entered into any material contract to which the Offeror is party.
Directors and Officers contracts

Other than contracts of employment, no Directors or Officers of the Company or its affiliates have any service
contracts with the Company.
Contracts with Offeror
No Directors or Officers have entered into any contracts, agreements, commitments, understandings or
arrangements made or proposed to be made with the Offeror.
Contracts between shareholders and the Offeror
The Directors are unaware of any contracts, agreements or understanding made or proposed to be made between
the Offeror and any shareholder of the Company.
Prior 6 months trading
The Directors have reviewed the trading and price range of the Companys shares over the last 6 months as
disclosed in the Neal & Massy offer document, and are of the view that such information is adequately disclosed
except that we are advised that during the month of April 2007 the Low Price of the BS&T shares on the Trinidad &
Tobago Stock Exchange was recorded as TT$16.63 and not TT$16.70.
Financial information
The Company has not prepared any financial information for public filing since the issuance of its third quarter
results for the period ended June 30, 2007, which were filed on July 31st, 2007. A copy of this latest filing is attached
to this document in Appendix 1.
The Directors and Officers of the Company are not aware of any material events subsequent to the issue of the latest
filing that would materially change the financial information therein or its presentation. Further the Directors and
Officers of the Company are of the view that there has been no material change in the prospects of the Company
since the date of the filing.
Intent to purchase shares in the Company
No Director or Officer of the Company intends to purchase shares in the Company other than the exercise of
vested options during the course of the offer.
It is noted in the Neal & Massy offer document in Section 5.13 that it intends to acquire shares of BS&T on the stock
market.
The Directors are aware of public statements made in the press by Island Properties Limited, and/or related parties,
who have expressed an intent to purchase shares of the Company; the Directors have however not received any
offers from such persons.

16

Other material facts

On 3 August 2007, the Company and Neal & Massy Holdings Limited signed agreements to terminate the proposed
merger of the two companies.
Advisors
The Companys advisors, listed below, have given and have not withdrawn their consent to their names appearing
in this circular in the form and context in which it appears.
Financial Advisors
KPMG Corporate Finance Ltd.
5th Floor Montague Sterling Centre
East Bay Street, Nassau
The Bahamas

KPMG
Hastings
Christ Church
Barbados

KPMG Corporate Finance was appointed as an independent financial advisor by the Company after receipt
of the formal offer from AMCL Holdings and has been retained in respect of the offer by Neal & Massy. Their
primary scope has been to review our financial information and to provide feedback and independent input to
the Directors in this regard. KPMG Corporate Finance expresses no formal opinion in respect of this circular or
its contents by virtue of their name being included herein, and has not audited any of the information herein.
Corporate Consultants

Attorneys-at-Law

Grenville Phillips & Associates Inc

Suite 5, James Fort Building
Hincks Street,
P.O.Box 618, Bridgetown
Barbados

Mr. P. K. H. Cheltenham Q.C.

Charlton Chambers,
Whitepark Road
Bridgetown
Barbados

Directors of BS&T
The following are the current Directors of the Company at the date of issuance of this Circular:
Senator Sir Allan C. Fields - Chairman, G.A.A. King - Chief Executive Officer, P.B. Altman, D.A. Blackman,
P.F.D. Corbin, F.F.C. Delmas, S.K. Osborne, P.G. Symmonds, R.W. Taylor
A former Director, C.D. Maingot, an executive of the Neal & Massy Group, resigned from the Board of BS&T on 26
July 2007 and has had no further participation in any matters before the Board of Directors.
A former Director, B. Dulal-Whiteway, the CEO of Neal & Massy Holdings Limited, resigned from the Board of BS&T
on 26 July 2007 and has had no further participation in any matters before the Board of Directors.
Corporate Secretary

Natalie M. Brace
Directors Certificate

THIS DIRECTORS CIRCULAR AND ITS CONTENTS WERE APPROVED BY THE BOARD OF DIRECTORS ON SEPTEMBER 11th, 2007 AND
THE DELIVERY OF THIS CIRCULAR HAS BEEN AUTHORISED BY THE BOARD OF DIRECTORS.
THE FOREGOING CONTAINS NO UNTRUE STATEMENT OF MATERIAL FACT AND DOES NOT OMIT TO STATE A MATERIAL FACT
THAT IS REQUIRED TO BE STATED OR THAT IS NECESSARY TO MAKE A STATEMENT NOT MISLEADING IN THE LIGHT OF THE
CIRCUMSTANCES IN WHICH IT WAS MADE.

______________________

Sir Allan Fields

Chairman

_____________________
G. Anthony King
Managing Director

17

APPENDIX 1
Page 1 0f 3
THE BARBADOS SHIPPING & TRADING COMPANY LIMITED
Unaudited Consolidated Balance Sheet
As At June 30, 2007
(Expressed in thousands of Barbados dollars)

Restated

Unaudited
Unaudited
Audited

As At
As At
As At

30/06/07
30/06/06
30/09/06

CURRENT ASSETS
Cash and Short-term Deposits
838
34,055
26,107
Short-term Investments
93,181
88,490
104,603
Accounts Receivable
175,667
169,922
175,907
Prepayments
18,543
19,722
15,430
Inventories
90,548
84,578
96,037

378,777
396,767
418,084


CURRENT LIABILITIES
Accounts Payable & Accruals
118,218
112,961
120,857
Unearned Premiums & Outstanding Claims
112,762
110,254
143,022

230,980
223,215
263,879

WORKING CAPITAL
Investments in Associated Companies
Long-term investments
Property, Plant & Equipment
Other Assets
Long-term Loans

147,797
160,714
96,607
291,438
24,105
(130,143)

173,552
148,751
65,838
274,495
25,002
(144,869)

154,205
153,594
87,129
295,961
25,338
(144,118)

NET ASSETS EMPLOYED

590,518
542,769
572,109


FINANCED BY
Share Capital
97,904
96,764
96,933
Reserves
450,500
406,853
432,099

18

SHAREHOLDERS EQUITY
Minority Interests

548,404
42,114

503,617
39,152

529,032
43,077

590,518

542,769

572,109

APPENDIX 1
Page 2 0f 3
THE BARBADOS SHIPPING & TRADING COMPANY LIMITED

Unaudited Consolidated Statement of Income
For the nine months ended June 30, 2007
(Expressed in thousands of Barbados dollars)

Restated

Change on
Unaudited
Unaudited

Prior Nine
Nine Months To Nine Months To

Months
30/06/07
30/06/06

Revenue
7.3%
595,380
554,776

Operating Profit before
interest expense
21.6%
41,939
34,493

Interest expense
24.0%
(11,042)
(8,902)

Profit before tax - Parent
and Subsidiaries
20.7%
30,897
25,591

Share of Income after tax of
Associated Companies
50.9%
8,016
5,313

Consolidated Group Profit before tax
25.9%
38,913
30,904

Taxation
(6,072)
(3,557)

Profit after taxation
20.1%
32,841
27,347

Attributable to Minority Interest
(3,190)
(2,767)

Attributable to Shareholders
20.6%
29,651
24,580

Basic earnings per share
39.5
34.0

Audited
Year To
30/09/06
735,882

46,988
(12,346)

34,642

5,993
40,635
(4,682)
35,953
(2,720)
33,233
44.2

Note: Results for the prior nine months have been restated for fair comparison and in accordance with IAS 39
(Revised) so as to exclude any unrealised gains or losses in the parent companys Available-for-Sale Investment
holdings, and also IAS 28 whereby depreciation on buildings is recognised for those Associates which do not
charge such depreciation under their accounting policies.

19

APPENDIX 1
Page 3 0f 3
THE BARBADOS SHIPPING & TRADING COMPANY LIMITED

Unaudited Consolidated Statement of Cash Flows
For the nine months ended June 30, 2007
(Expressed in thousands of Barbados dollars)

Restated

Unaudited
Unaudited

Nine Months
Nine Months

To
To

30/06/07
30/06/06

Operating Activities
Profit before taxation
(excluding Associated Companies)
30,897
25,591
Adjustment for items not involving
the movement of funds
12,571
13,287
Working capital changes
(22,947)
(19,272)
Net cash from operating activities
20,521
19,606
Net cash used in investing activities
(10,523)
(7,734)
Net cash used in financing activities
(35,267)
(28,516)
Decrease in cash and cash equivalents

(25,269)

(16,644)

Audited
Year
To
30/09/06

34,642
16,861
(32,367)
19,136
(16,795)
(26,933)
(24,592)

Chief Financial Officers Report

To the Shareholders of The Barbados Shipping & Trading Co. Ltd:
In my professional opinion, the unaudited consolidated financial statements present fairly, in all material respects,
the financial position of the company as of June 30, 2007 and the results of the operations and its cash flows for
the nine months then ended in accordance with International Financial Reporting Standards.

Sunil Chatrani, CGA, FCA, MBA

Chief Financial Officer
September 11, 2007

20