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Mergers and acquisitions

1834 Investments And Radio Jamaica Sign Agreement For Proposed Amalgamation Of Their Businesses.

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The Boards of 1834 Investments Limited (“1834 Investments”) and Radio Jamaica Limited (“RJL”) jointly announce that 1834 Investments and

RJL today entered into a Scheme Implementation Agreement which will lead to the amalgamation of both companies. The amalgamation will be done by way of a Court-approved Scheme of Arrangement by which RJL would acquire all of the shares of 1834 Investments in exchange for shares in RJL or cash consideration, subject to the approval of the shareholders in 1834 Investments and the sanction of the Supreme Court of Jamaica. A number of significant shareholders in 1834 Investments have indicated their support for the amalgamation.

Under the proposed transaction mechanism, each shareholder in 1834 Investments may elect to receive:

  1. 403125 shares in RJL per 1834 Investments share; or
  2. a cash payment of J$1.29 per 1834 Investments share; or
  3. a combination of shares in RJL and cash.

For example, where an 1834 Investments Shareholder holds 100 shares in 1834 Investments, they may elect to receive:

  1. 41 shares in RJL (rounding up from 40.3125);
  2. J$129.00; or
  3. a combination of shares in RJL and cash.

1834 Investments would, in the process, be amalgamated into RJL, which is the parent company of the RJRGLEANER Communications Group, and be dissolved.

Prior to both companies considering the recommendations of their management on this matter, both 1834 Investments and RJL established committees comprising members without cross directorships to examine the opportunity.  The 1834 Investments Committee comprised Morin Seymour, former director, and Terry Peyrefitte, executive director, under the chairmanship of director Monica Ladd. The RJL Committee comprised Chief Financial Officer Andrea Messam and executive directors Gary Allen and Christopher Barnes, under the chairmanship of director Carl Domville.

Ms. Ladd of 1834 Investments, said:

Our first task was to identify and engage a reputable and competent firm of independent financial consultants to consider what price was fair and to provide us with an opinion as to the value of the two companies, and a Fairness Opinion, in the event that a formal proposal or offer to acquire the 1834 shares was made by RJL. The Committee was authorized to give the matter its full consideration and to act in the best interest of all shareholders and we have done so.  The Committee and the 1834 Investments Board are of the view that the proposed merger should be put before the 1834 Investments shareholders, because (i) the price being offered is considered by our independent consultants to be fair, and currently represents a premium over the market price of 1834 on the Jamaica Stock Exchange; (ii) the two companies have synergies which we believe can benefit 1834 shareholders long-term via their participation in the merged RJL; (iii) it will offer greater liquidity for the resulting RJL shares; and (iv) there is an option for 1834 shareholders to be paid in cash in the event that they do not wish to participate in the merged RJL.”    

Ernst and Young was selected to undertake the fair value determination and subsequently reported that a value of J$1.29 per share in 1834 Investments was within the fair value range for the shares of the Company in an arm’s length transaction between a willing buyer and a willing seller.

Relying on the Ernst and Young Fairness Opinion and taking into account all relevant circumstances, the 1834 Investments Committee unanimously recommended to its Board, and the Board agreed, that the agreement should be put to shareholders for approval and if secured, to seek the approval of the Court for same.

Commenting on the transaction, Mr. Gary Allen, Managing Director of RJL said:

“We have taken independent professional advice and we have examined other options including loan financing and public offerings.  RJL is satisfied that this transaction is in our best business interest at this time and the exchange of approximately two and a half 1834 shares for one Radio Jamaica share is an equitable reflection of the relative asset values of the companies. Combining 1834 and RJL will give RJL a new revenue stream with cost and operational synergies, rather than running both companies as separate legal entities which brings two sets of costs.  RJL will, after the amalgamation, own the building at 7 North Street which houses its print operations among others and RJL will be better able to use the building without regard for separate boundaries, services and facilities which now characterize the independent relationship between both companies.  The financial resources accessed in 1834 Investments will also help Radio Jamaica Limited to accelerate and operationalize several of its strategic projects and activities for the wider RJRGLEANER Communications Group.”

In 2016, RJL acquired from The Gleaner Company Limited, the media assets of that company (including the Gleaner newspaper, the Star newspaper and Independent Radio Company). The non-media assets remained in the company, which then changed its name to 1834 Investments Limited.

1834 Investments Limited (formerly The Gleaner Company Limited) is a locally incorporated and domiciled holding company for a portfolio of domestic and international investment assets. The company’s main activity is the management of its income generating real estate, bond and equity investments, and the management of its joint venture and subsidiary companies. The shares of the company are listed on the main market of the Jamaica Stock Exchange as “1834“.

Radio Jamaica Limited is incorporated and domiciled in Jamaica. RJL’s primary activities, through its various subsidiaries, are the operation of a ‘over-the-air’ television station, three cable television channels, four radio stations and the publication of news and information in print and digital media formats on multiple platforms to global audiences. The shares of the company are listed on the main market of the Jamaica Stock Exchange as “RJR”.

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Unilever Initiates Talks To Potentially Sell Ice Cream Business

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Unilever has initiated talks with buyout firms to potentially sell its ice cream business, a move estimated to be worth up to $19.4 billion. This strategic decision aims to streamline Unilever’s operations and focus on its core business areas.

Unilever’s ice cream division, which includes renowned brands like Ben & Jerry’s, Magnum, and Wall’s, generated a turnover of €7.9 billion in 2023, representing about 13% of the company’s total sales. The separation will create a standalone ice cream business with significant global presence in both in-home and out-of-home segments.

The sale is driven by the distinct operational needs of the ice cream business, which differ from Unilever’s other segments. Ice cream has unique supply chain requirements, seasonal demand fluctuations, and higher capital intensity. By separating, Unilever can focus on its remaining core segments—Beauty & Wellbeing, Personal Care, Home Care, and Nutrition—aiming for mid-single-digit sales growth and improved margins post-separation​.

The potential buyers include private equity firms like Advent International, Blackstone, Cinven, and CVC Capital Partners, which have shown preliminary interest. The separation process will involve significant operational changes, including a major productivity program aimed at reducing costs by €800 million over the next three years, offsetting any dis-synergies from the separation. This plan also involves a restructuring that will impact approximately 7,500 predominantly office-based roles globally​​.

Overall, this move is expected to create a world-leading ice cream business with the flexibility to grow and innovate independently while enabling Unilever to become a more focused and higher-performing company.

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Who Is Christopher Williams, CEO of Proven Management Limited?

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Leadership and Vision

Christopher Williams is the co-founder and Chief Executive Officer (CEO) of Proven Management Limited, the investment management company behind Proven Investments Limited (PIL). With over 20 years of experience in merchant and investment banking, asset management, and stock brokerage in the Jamaican and Cayman Islands capital markets, Williams has established himself as a pivotal figure in the Caribbean financial landscape. His leadership style is characterized by strategic foresight, resilience in the face of challenges, and a knack for identifying lucrative opportunities in turbulent times.

Career Path and Milestones

Williams’ career is marked by significant milestones and strategic acquisitions. Under his leadership, Proven executed its first major acquisition in 2010 during the Government of Jamaica’s debt exchange, acquiring Guardian Asset Management. This acquisition was notable for its timing amidst widespread market panic, showcasing Williams’ ability to see opportunity in crisis​.

One of the most high-profile deals orchestrated by Williams was the acquisition of a 49.27% stake in Access Financial Services from Mayberry Investments in 2014. This move not only resolved a public dispute among Access’s major shareholders but also fortified Proven’s position in the micro-lending sector​​. Other significant acquisitions include the purchase of First Global Financial Services, which expanded Proven’s wealth management capabilities, and the acquisition of an 83% stake in the Bank of St. Lucia International, marking Proven’s first venture into the banking sector outside Jamaica​.

Management Style and Philosophy

Williams’ management style is deeply rooted in the belief that crises present unique opportunities. He advocates for maintaining calm and nimbleness during market upheavals, a philosophy that has guided Proven through various acquisitions and expansions. His strategic approach involves meticulous market analysis and a keen eye for undervalued assets that can be transformed into profitable ventures​​.

Williams also emphasizes the importance of a strong, cohesive team. He describes Proven as the Caribbean’s version of an NBA super team, highlighting the collective expertise and experience of his executive team and board members. This collaborative and high-performance culture is a cornerstone of Proven’s operational strategy and success​.

Future Outlook and Retirement Plans

Looking ahead, Williams continues to steer Proven towards new horizons. The company’s foray into real estate through its subsidiary, Real Properties Limited, exemplifies its strategy of diversification and growth. While specific details about his retirement plans remain undisclosed, Williams’ legacy at Proven is expected to endure, built on a foundation of strategic innovation and robust leadership​.

As Williams prepares for the future, his contributions to the financial sector and his role in shaping Proven into a regional powerhouse remain a testament to his visionary leadership and unwavering commitment to excellence.

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Strategic Implications of A.S. Bryden & Sons Holdings Limited’s Acquisition of a Stake in Caribbean Producers Jamaica Limited

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A.S. Bryden & Sons Holdings Limited (ASBH), a prominent Trinidad and Tobago-based conglomerate, has recently acquired a 44.8% stake in Caribbean Producers (Jamaica) Limited (CPJ). This strategic move carries significant implications for both companies and the wider Caribbean market.

Expansion and Synergy

ASBH’s acquisition of CPJ represents a strategic expansion of its footprint in the Caribbean. By entering the Jamaican market, ASBH is set to leverage CPJ’s established distribution networks and customer base in Jamaica and St. Lucia, augmenting its regional presence beyond its existing operations in Trinidad, Barbados, and Guyana​​.

Nicholas A. Scott, Director of ASBH, emphasized that this investment aligns with the company’s regional expansion strategy. He noted that ASBH plans to increase its holdings in CPJ with the ultimate goal of gaining control, subject to regulatory disclosures​. This approach suggests a long-term commitment to integrating and scaling CPJ’s operations within ASBH’s broader business model.

Operational and Financial Benefits

For CPJ, this partnership promises enhanced operational capabilities and financial strength. ASBH’s extensive resources and expertise in food and beverage distribution will likely drive efficiencies and innovation within CPJ. The acquisition also provides CPJ with increased access to hard currency earnings, which is crucial for import-driven businesses in the Caribbean region​.

P.B. Scott, Chairman of ASBH, highlighted that this strategic stake would enable ASBH to serve new markets, particularly in the hospitality and restaurant sectors, leveraging CPJ’s strong presence in these industries. The collaboration is expected to generate significant synergies, boosting growth and competitiveness for both companies​​.

“Over the last 30 years, CPJ has become the pre-eminent distributor of food and beverage products to hotels and resorts in Jamaica and beyond because of the talent and dedication of our team and the support of our loyal suppliers and customers. AS Byrden shares our values and culture and has a track record of building and supporting high-performing management teams.” Mark Hart

Market Impact

The acquisition has broader implications for the Caribbean market. By consolidating its position as the largest shareholder of CPJ, ASBH is poised to influence market dynamics, fostering increased competition and potentially driving innovation within the sector. Additionally, ASBH’s listing on the Jamaica Stock Exchange (JSE) underscores its commitment to transparency and regional integration, providing greater opportunities for investors and stakeholders across the Caribbean​.

Leadership

Nicholas Hospedales, who previously led the food and grocery, premium beverage and operations units at ASBH, will be appointed CEO of CPJ. CEO of ASBH Richard Pandohie will be appointed chairman and co-founder of CPJ Tom Tyler will be appointed deputy chairman. He will also serve as a consultant to the company.

Directors Mark Hart and Candace Hart will also retain their roles.

ASBH directors Nicholas Scott, Michael Conyers and David Franco will be appointed as new directors, replacing Christopher Berry, Konrad Berry, Camille Shields, Frank O’Dowd and Mark Hall.

Hart said the two companies will grow significantly through their collaboration. He expected that working together, the two companies would be able to expand their geographic footprint throughout the region.

Seprod Ltd

In 2023, Seprod Ltd, a regional manufacturing and distribution company headquartered in Jamaica, acquired ASBH at $312.7 million, scooping up a 60 per cent share in the company. Seprod said the acquisition would result in a company with combined annual revenues of more than $3.37 billion. ASBH was valued at $267.9 million in 2022 when Seprod sought to acquire it. To fund the transaction, the company used a combination of a loan of $172.4 million and issued preference shares to the tune of TT$140.3 million.

Seprod has been in regional food manufacturing, distribution and agribusiness since the 1940s. Its manufacturing base includes oils and margarine, wheat and corn milling, integrated dairy, biscuits and snacks. It is also a part of the Musson Group of Companies, which is involved in manufacturing, insurance, information technology, logistics and real estate.

In summary, ASBH’s acquisition of a significant stake in CPJ is a strategic maneuver that promises to enhance the operational capabilities, market reach, and financial stability of both companies. This move not only reflects ASBH’s growth ambitions but also signals a transformative shift in the Caribbean’s food and beverage distribution landscape.

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Kevin Gordon Led Simply Secure Limited Acquires 49.1% Stake in tTech Limited

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Edward “Teddy” Alexander

The Directors of tTech Limited announced that two (2) major shareholders, Edward “Teddy” Alexander and G. Christopher Reckord, have sold 52,012,834 tTech shares, representing 49.1% of tTech Limited’s issued shares. The acquiring entity, Simply Secure Limited, is owned by Kevin Gordon and Rob Mayo-Smith. Messrs. Gordon and Mayo-Smith are also the owners of Simply Secure LLC, a Managed Security Services Provider based in Ft. Lauderdale, Florida.

tTech Limited is a leading IT services provider offering a wide range of services to help businesses manage their IT infrastructure efficiently and securely. Our mission is to deliver exceptional IT services and solutions that empower businesses to thrive in an ever-evolving digital landscape.

Simply Secure LLC is a Managed Security Services Provider based in Ft. Lauderdale, Florida. The company specializes in providing comprehensive security solutions to protect businesses from cyber threats and ensure the safety and integrity of their IT environments.

In light of the fact that the acquisition is beyond the 20% threshold of the issued and outstanding ordinary shares of the company, tTech has duly notified the Jamaica Stock Exchange and the Financial Services Commission pursuant to the applicable JSE Junior Market Rules (Appendix 2) and the applicable Regulations promulgated under the Securities Act that relate to Takeovers and Mergers.

Simply Secure has indicated that upon the acquisition of 50% or more of tTech’s shares, it will extend an offer to all remaining tTech shareholders to purchase their shares. This intended offer to the remaining shareholders will be contingent on the completion of additional due diligence, finalization of the terms of the offer, review by the tTech board and approval by the regulators. Simply Secure and tTech have committed to adhering to the Securities TOM Regulations and the JSE Rules.

The Directors of tTech anticipate that the synergies between tTech and Simply Secure will enhance the services provided by tTech, particularly in the area of Cybersecurity.

There will be some changes at the director and management levels. However, Edward Alexander, who continues as the Board Chair, stated, “I am confident that Simply Secure’s involvement will bring new resources and expertise to tTech Limited. Their focus on Managed Security Services aligns perfectly with our strategic goals.”

 “Under this new arrangement, Simply Secure and tTech are committed to leveraging greater resources to meet the growing demand for Managed Security Services. The primary focus will remain the delivery of exceptional value to our customers and optimal growth opportunities for our employees.” Kevin Gordon, CEO of Simply Secure LLC

 

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Business Insights

RedPlate Group Limited: Corporate Profile

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About RedPlate Group

RedPlate Group Limited is a distinguished Caribbean-based investment holding company, specializing in equity investments across various sectors. Our diversified portfolio includes stakes in both established businesses and promising start-ups, with a focus on:

  • Business-to-Business (B2B)
  • Technology
  • Data-Driven Solutions
  • Integrated Fulfillment Logistics
  • Transportation Solutions
  • E-commerce
  • Mobile Payments

Our Companies

RedPlate Group encompasses a range of dynamic companies, each contributing to our overarching mission:

  • InterMetro Transit Jamaica
  • RedPlate Logistics and Fulfilment Group
  • RedPlate MarketPlace
  • RedPlate Technologies Jamaica Limited
  • RedPlate Financial Group

Innovative Business Model

RedPlate Group’s pioneering business model is poised to revolutionize the transportation and logistics sectors in Jamaica and the broader Caribbean. By leveraging cutting-edge technology, we address current inefficiencies, enhancing productivity and profitability across the value chain. Our holistic, horizontal integration of business units fosters seamless collaboration, creating a robust, technology-driven ecosystem.

Market Opportunity

Jamaica’s transportation and logistics landscape is currently fragmented and inefficient, posing significant challenges for businesses and commuters alike. RedPlate Group aims to resolve these issues by developing a cohesive and interconnected platform. This platform optimizes operations, maximizes resource utilization, and delivers an unparalleled experience for both corporate clients and end consumers.

Strategic Vision

RedPlate Group’s strategic vision is centered around building synergistic relationships and fostering a collaborative environment. Our approach not only fortifies the value chain but also enhances productivity and increases income for all stakeholders. By addressing the fundamental challenges within Jamaica’s transportation and logistics sector, we are paving the way for a more efficient and profitable future.

Conclusion

RedPlate Group Limited invites high net worth investors to join us in transforming the Caribbean’s transportation and logistics industry. Our innovative, technology-driven approach and commitment to excellence position us as a leader in the sector, offering substantial growth and investment opportunities. Together, we can achieve remarkable advancements and drive significant value for our stakeholders.

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