Ramirez argues that were the court to grant a decision now, the directors of the company would close a $25 million deal with a pair of Caribbean companies.

The investment agreement, signed in May by top-level management, hinges on the restructuring. In the process, the company has to write off retained losses on its books and consequently to reduce the company?s share capital in order to pay dividends to shareholders. But such a write-off would require the court?s approval, which is now being sought by the company.

However, citrus growers have demanded a review of the agreement, and Ramirez has asked the court to defer its decision until a 5-man committee has time to complete the review. That review is expected to conclude on October 21.

Ramirez had told us last week that if the court were to give permission for the restructuring now, the directors would likely push ahead and consummate the deal even before growers have been fully able to review the agreement. Today, growers expressed concern over new reports that the directors of CPBL have taken a $625,00 deposit on the deal.

The terms of the agreement were not disclosed to citrus growers until a few weeks ago, even though it had been signed since May.

Senior Counsel Rodwell Williams, attorney of CPBL, told the court there should be no further delay.

Williams spoke first at today?s hearing before Justice Arana. He told her that Ramirez has no legal standing or locus standi to raise what he called a ?purported objection,? because under Belize Company Law only creditors that would be affected by the restructuring could raise an objection. He went on to say that Ramirez had not truly raised an objection to the reduction in share capital, but has simply asked her to defer her decision. Williams insisted that the court ought not to entertain Ramirez.

The attorney furthermore asked the court to confirm the write-off of retained losses, since the company has complied with the legal process and has demonstrated its compliance to the court.

Arguing on Oscar Ramirez?s behalf, attorney Lois Young, SC, rebutted William?s argument by telling the court that it was the said court that had granted an order which invited creditors and shareholders to enter their objections to the court, if they have any. Young said that Ramirez had made his application to the court pursuant to that court order.

She also said that a fundamental matter has arisen since the case was brought to the court, and Ramirez is merely asking for an adjournment. Nothing catastrophic would happen if the adjournment were to be given, she added.

Attorney Young informed the court that in a ground swelling at a recent meeting of the Citrus Growers Association requisitioned by citrus growers, the growers had collectively passed a resolution to investigate the agreement with the foreign investors.

Four growers had filed a new action asking the court for an injunction on the consummation of the said agreement, as well as the petition before the court for the reduction of the company?s share capital, she added. She told Justice Arana that the points raised in the new application strengthened the argument for an adjournment.

After her, Williams rose again to speak. He told the court that the reason why the company was seeking to reduce its share capital was elementary. Again, he claimed that the CBPL shareholders are not involved in the action before the court. He further argued that the contract had nothing to do with them coming to court for the restructuring.

Ramirez was trying to prevent CPBL from doing something it is legally empowered to do, he charged, adding that if the procedure is right, motive really doesn?t matter. Williams also stated that the objective for asking the court to approve the adjustment of the books is really to clean the company?s accounts and remove accumulated deficits so dividends could be paid.

Young asserted, however, that the reduction of the share capital is a condition precedent to the agreement with the Caribbean investors.

?The motive for reducing the share capital is so dividends can be paid,? she added. ?In the same agreement, there is a warranty to the foreign investor to receive a minimum dividend payment of $2.5 million for 10 years.?

Our newspaper notes that this would permit the investors to recoup the $25 million they would pay for the shares in 10 years, while still keeping the shares they purchase in the company.

Attorney Young suggested that the timing of the court action by the ICL has something to do with the agreement with the foreign investors.

?How many years of accumulated deficits are we looking at?? questioned attorney Young. ?Now out of the blue they have chosen to do it.?

It has been reported that growers have held 99% of the company since 2002, but have not received dividends due to retained losses.

Young also argued that because of the 5-man committee recently set up, the investment agreement may well be changed and that could have a bearing on the matter now before the court.

After hearing both sides, Justice Arana affirmed that Ramirez does have locus standi to bring the matter before the court, because it was the very court, by its order, that invited shareholders to declare their position. She said that whereas by the strict letter of the law, creditors are the only ones named to give objections, the court has exercised its discretion by adding shareholders in its order.

She also ruled that the new matters that have arisen, evidently centered around the investment deal, as well as the new application before the court for the injunctions, have led her to defer her decision on the restructuring of the CPBL.

She has asked the parties to return to court on Thursday, November 9, 2006, after the 5-man committee has had a chance to report back to growers about the agreement.

The court was originally due to give its decision on the CPBL restructuring on September 25, 2006.

The case lodged by the group of four growers, namely Denzil Jenkins, Edgar Woodye, Gilbert Waight, and Duncan McPherson, is set to open on October 31, also before Justice Arana.