THE CO$T SO FAR
Gas-to-liquids (GTL) conversion has so far cost the people of Trinidad and Tobago a solid $3.3 billion and counting. The concept moved from initial discussions in 1998 with SASOL, the South African company which was a pioneer in the GTL field, to the establishment in 2005 of World GTL Trinidad Limited (“WGTL-TL”), a Trinidad and Tobago Company, established as a joint venture between World GTL, Inc. and the Petroleum Corporation of Trinidad and Tobago (“Petrotrin”) to construct and operate a Gas-to-Liquids (“GTL”) Plant at Petrotrin’s Pointe-a-Pierre Refinery.
So far all the plant has produced is controversy and the only substances that have not hit the fan are the liquids the plant was supposed to produce from Petrotrin’s gas. Now, after eleven years, considerable expenditure on lawyers (about $50 million), and speculation about what a Judge would have decided in the matter, new evidence has surfaced, the impact of which would be best understood within the context of the lawsuit taken out by Petrotrin versus its former Executive Chairman, Malcolm Jones.
JONES HAD HIGH EXPECTIONS
There were high expectations about the project and its impact on the fortunes of Petrotrin. In an interview published in September 2006, Jones was optimistic, “Our partner in the project is a group called World GTL, which is largely made up of ex-Arco people, and their concept was to get the costs of GTL down by using idle methanol plants in parts of the world with relatively cheap supplies of gas – so of course they came to Trinidad. They were prepared to pay a reasonable price for our gas – although less than if we had put it into LNG – and according to their estimates, they reckoned they could make a 33 per cent return. Naturally, we wanted a piece of the action, so in return for our cheap gas we secured a 49 per cent stake in the venture.”
Since then the project collapsed and Mr. Jones was sued by Petrotrin for $2 billion. According to the Newsday Newspaper of May 15, 2013, the lawsuit alleged mismanagement by the payment of US$190.4 million towards construction of the GTL plant, in excess of the cost of its construction. The lawsuit eventually ended earlier this year, 2016, but under circumstances that are controversial and still very unclear.
WHOSE DECISION WAS IT TO END THE CASE?
On Thursday March 3, 2016, the Attorney General, Faris Al Rawi, gave reasons why he discontinued the Malcolm Jones Case. Mr. Al Rawi’s claim was contradicted by the Office of the Prime Minister which stated that it was the Petrotrin board that made the decision to end the matter and not the Attorney General. A release from the Office of the Prime Minister contended that on March 3, 2016, the Prime Minister made it very clear that the decision to discontinue the case was made by the Board of Directors of Petrotrin. Subsequently, Mr. Andrew Jupiter, the present Chairman of Petrotrin and a Director during the Malcolm Jones era, emphasized that he had recused himself from the meeting in which the decision to end the Malcolm Jones litigation was taken. Mr. Jupiter has not explained fully why he did so and there are concerns about whether he could, or would be allowed, to continue to be in charge of Petrotrin if he is not fully on board with the Government and totally supportive of its policy direction and directives.
NELSON TO THE RESCUE
Whoever was eventually responsible for the cessation of the proceedings against Mr. Jones, there is no question that the decision was based on the advice of British QC, Vincent Nelson, whose final position on the matter was, “There is a basis for concluding that the Petrotrin Board, through bad business decisions, found itself committed to the GTL venture with WGTL Inc. The Board was naïve and probably duped by the WGTL Inc. principals…A court may well find that the decisions which taken to achieve this were bad business decisions. However, a distinction is to be drawn between bad business decisions and negligence. This is what will engage the court…In the circumstances, there is a reasonable likelihood that a judge will be persuaded that there was a bad business decision but no negligence…” To Mr. Nelson’s statement, Mr. Al Rawi had added, “…Mr. Nelson QC specifically opined that the matter against Jones was destined to fail and that the claim could not be successful prosecuted. He categorically advised that the matter be discontinued.”
One of the many consequences to Petrotrin of ending the matter now is that the company has to pay the legal fees of Jones which amount to $3.179 million. He was represented by former Attorney General, John Jeremie S.C. and Stuart Young who is a Minister in both the Office of the Prime Minister and the Office of the Attorney General.
There are many people, including lawyers, who are asking why the decision was not left to the Court to decide. As one Attorney, not connected with the matter, commented, “This is what the Judge is there for. None of us can second-guess or say with the confidence that Mr. Nelson supposedly displayed to Mr. Al Rawi that a Judge would throw out the case against Jones.”
THE NEW EVIDENCE
New evidence has now surfaced that can support the contention that Jones was guilty of negligence and not, as the Attorney General and Mr. Nelson contend, the $3.3 billion fiasco was the result of a poor business decision. The evidence also provides ample proof that there were other forces involved and at play in the process that led to Petrotrin’s decision to enter into the Joint-Venture arrangement with World GTL Inc. In fact, there is evidence that the decision was not supported by the management of the company who advised against it.
On Thursday March 18, 2004, at 10.24 am an email was sent with the heading Catherine Peters from Kenesjay Systems Limited (email@example.com) to Jones, Malcolm A. on the subject “FW: World GTL Cover Letter and Proposal to the Natural Gas Export Task Force – are attached”. The importance ascribed to the correspondence was “High”. It was addressed to Mr. Jones and said, “…Julien has asked that the attached be forwarded for your attention.” It was followed by “Carla Williams, Kenesjay Systems Limited” with telephone numbers and the email address. According to a Niherst publication on Caribbean ICONS in Science, Technology and Innovation, the company Kenesjay Systems Limited is associated with Dr. Kenneth Julien who was at the time the Chairman of the Natural Gas Export Task Force (NGETF) located in Stanmore Avenue, Port-of-Spain.
The attachment, a letter from the World GTL Inc, dated March 5 2004, on the company’s letterhead was addressed to Dr. Julien in his capacity of Chairman of the NGETF and was signed by David Loring, President and CEO of GTL.
Mr. Loring thanked Dr. Julien for his assistance and direction at meetings held during the previous week and stated that he had attached a proposal for a small GTL plant to be located at the Petrotrin Refinery in Pointe-a-Pierre. In the letter, GTL proposed a small plant producing 1600 barrels per day that could be operational within 18 months (Phase 1) and scalable by another 3000 barrels per day (Phase 2).
What was significant is who was paying for the plant. In the letter, David Loring, GTL Inc’s CEO, placed on the record, “World GTL proposes a joint venture with Petrotrin where world GTL provides the GTL plan, the technology, the finance and the project management.” It is clear that contrary to the position subsequently taken by Petrotrin, the initial proposal was that GTL Inc. was going to be responsible for financing the project.
But what happened next? How come Petrotrin ended up paying the $3.3 billion?
On April 13, 2014, a letter signed by Mr. Wayne Bertrand of Petrotrin on behalf of the Executive Chairman, Malcolm A. Jones, was sent to Dr. Kenneth S. Julien, Chairman of the NGETF.
Mr. Bertrand wrote that Petrotrin had reviewed the proposal submitted by GTL Inc., a copy of which Petrotrin had received from Kenesjay Systems Ltd. on behalf of Dr. Julien. Mr. Bertrand explained to Dr. Julien that Petrotrin held equity positions in two gas fields and production from the two fields, NCMA and Central Block, were largely committed to ALNG and Petrotrin’s internal use. The letter stated that Petrotrin had no desire to dilute equity in these fields for an income stream from sale of GTL products which will be subject to both technical and market risk.
Significantly the letter added, “Petrotrin has however surpluses of associated gas from its Trinmar operations that can be used to supply the volumes required for the proposed GTL plant. Obviously there can be no ring-fencing of this supply and consequently no equity participation by third parties in the asset.” What was crucial was the next paragraph of the letter sent by Mr. Bertrand on behalf of the Executive Chairman, Malcolm Jones, “If WGTL departs from its insistence to be a joint venture partner in an upstream gas asset, then some modified commercial model can be worked out which would allow for implementation of the GTL plant.”
There are several questions which follow, the most important of which is how come Petrotrin ended up being responsible for all the costs of the project when the initial proposal from GTL Inc. was that GTL would be responsible for the plant, technology, financing and project management? When did the situation change and who took the decision for Petrotrin to bear the burden of financing the project? At the same time, it must be asked what the role of Dr. Julien was and whether there was subsequent correspondence, verbal or written, between him and Jones and to what extent that correspondence impacted on the decision for Petrotrin to take the full burden of the massive cost of the project. It must also be ascertained if these documents which we have made available to our readers were available to the legal team which prepared the case for Petrotrin and what their impact on, or contribution to the case would have been? Did Mr. Nelson QC get copies of these documents before he gave his advice to terminate the matter?
Other questions that must be asked are whether the project proposal went to the Energy Sub-Committee of Cabinet for approval, what supporting documents were attached to it and whether these included, for instance, a Front End Engineering Study or Contractors Completion Certificate?
What some concerned citizens are asking as well is if $3.3 billion went down the drain, was any of it siphoned off and if so who was responsible and for how much?
The correspondence between Dr. Julien and Petrotrin needs investigating in light of the termination of the case against Jones. Kenesjay is supposedly a private company headed by Dr. Julien and the official correspondence from GTL sent to Dr. Julien as Chairman of the NGETF was then sent on Dr. Julien’s behalf via his private company to Mr. Jones. Why? Would that not constitute a conflict of interest or lead to further concerns about what Dr. Julien’s role was in the financial fiasco for which there are still more questions than answers?
We intend to follow this chain of new evidence to see what impact this correspondence may have on the decision to jettison the case against Jones and whether it can be used to review and renew the matter. Will it prove that Mr. Nelson QC still did not have all the evidence he needed and that he might again change his mind if this information was presented to him? Would it cause the new Petrotrin Chairman, Andrew Jupiter, to recuse himself totally from any further dealings with Petrotrin and not just the Jones case? We intend to present the documents we have to the Attorney General and see what he makes of them and also hear from him what he plans to do with them. Our position is that we want the truth and we cannot just give up $3.3 billion to save Malcolm Jones when we need it more to save our country.
(To be continued)…