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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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VMIL Increases Stake In Kingston Properties

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Victoria Mutual Investments Limited (VMIL) has today acquired 135,483,871 units of Kingston Properties (KPREIT) shares for a combined consideration of
$1,050,000,000. This transaction increases VMIL’s stake in KPREIT to a total of twenty-three per cent (23%), making KPREIT an associate company of VMIL.

This is in line with the VM Group Vision of being a leading Caribbean-based, Member-focused organisation transforming lives by advancing the financial wellbeing of individuals globally, more specifically by leveraging the collective Real Estate competence embedded within the VM Group.

VMIL expects to benefit from dividend income as well as participation in the strategic direction of KPREIT, going forward. With the acquisition of the
additional shares, VMIL’s 23% stake in KPREIT will result in the Company reporting a share of profit.

This acquisition is in line with VMIL’s thrust to expand its real estate investments.

The addition of KPREIT to the VMIL portfolio adds significant strength to its balance sheet and enhances its business development capacity. VMIL will now have an opportunity to diversify its real estate investments outside of Jamaica, based on KPREIT’s expansive portfolio in other Caribbean jurisdictions and North America.

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I.G.L. To Be Acquired by Massy Gas Products Holdings

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Massy Holdings Ltd. (“the Company” announced that on December 19th, 2022 its Board of Directors approved the acquisition of I.G.L. (St. Lucia) IBC Limited by Massy Gas Products Holdings Ltd. (“MGPHL”), a wholly owned subsidiary of the Company.

On December 19th, 2022 MGPHL entered into a Share Purchase Agreement with Caribbean Petroleum Marketing Limited to purchase 100% of the share capital of I.G.L. (St. Lucia) IBC Limited, for US$ 140.3 Million.

I.G.L (St. Lucia) IBC Limited owns 100% of the share capital of IGL Limited, a company that has operated in Jamaica for six decades and whose primary business functions are the distribution of Liquefied Petroleum Gas (“LPG”), manufacturing and distribution of Industrial Medical Gases (“IG/IMG”) and the provision of a range of related services in both segments.

Completion of the transaction remains subject¬ to regulatory approval by the Jamaica Fair Trading Commission.

The acquisition of I.G.L. (St. Lucia) IBC Limited from Caribbean Petroleum Marketing Limited, is part of the Gas Products Portfolio’s growth strategy for its Liquefied Petroleum Gas (“LPG”) and Industrial Medical Gases (“IG/IMG”) business operations in Jamaica.

Currently, the Gas Products Portfolio operates in Jamaica via a subsidiary company and is already involved in the sale of LPG and IG/IMG.

The acquisition will represent a 7.3% increase in the Massy Group’s Assets and will contribute to an increase in the Group’s profit of approximately 7.1%. For the Gas Products Por olio, the acquisition is expected to increase its Profit Before Tax by 29.7%.

Massy Gas Products Holdings Acquires Air Liquide Trinidad And Tobago Limited

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Robert Rowe Sells Florida Based Rowe’s IGA For US$47M to Caribbean Retailer Massy Holdings

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Purchase Marks Massy’s First Foray Into U.S. Retail, As Company Eyes Expansion

Massy Holdings, a diversified holding company based in Trinidad and Tobago, has acquired Rowe’s IGA, a seven-store operator in the Jacksonville, Fla., area, for $47 million.

The purchase reflects Massy’s “strategy to expand its retail footprint in the U.S. market,” the company said in a statement.

The stores will operate under Massy’s wholly owned Massy Stores USA subsidiary.

Rowe’s IGA, which was founded in 2005, was owned by Robert A Rowe, who was recently named one of IGA’s 2023 Retailers of the Year by the global independent grocery-store network.

It was not immediately clear whether the stores would continue to operate under the IGA banner. IGA, or the Independent Grocers Alliance, is a voluntary network with more than 8,000 stores worldwide.

Massy, which is publicly traded in Trinidad and Tobago and in Jamaica, operates several retail concepts across the Caribbean, but did not list any retail holdings in the U.S. in its recent annual report. It does have some distribution business in Florida, however, according to the report.

Massy’s retail division includes 60 stores under nine different formats and includes 32 in-store pharmacies and 14 warehouses. The company said it is the leading supermarket operator in the territories where it operates, with formats that also include supercenters, express stores, gourmet stores, pharmacies, home goods stores and a mega-warehouse club in St. Lucia.

Retail operations tallied about $1.1 billion in sales in the most recent year, up 8% year-over-year. Profit before tax in the division totaled about $78.6 million, up 25%.

The Rowe’s IGA acquisition will represent a 1% increase in Massy Group’s assets and is expected to contribute to an increase in the company’s profit before tax of approximately 4%, Massy said in a statement. The acquisition is expected to increase the Massy Group’s retail portfolio profit before tax by 7%, the company said.

Massy Holdings has three main investment portfolios: Integrated Retail, Gas Products, and Motors & Machines, as well as other lines of business.

https://www.supermarketnews.com/issues-trends/caribbean-retailer-massy-holdings-acquires-rowe-s-iga-47m

https://www.jaxdailyrecord.com/article/rowes-iga-supermarkets-sold-for-dollar47-million

 

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Massy Gas Products Holdings Acquires Air Liquide Trinidad And Tobago Limited

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Massy Holdings Ltd. (“the Company”) announced that on November 28th, 2022 its Board of Directors approved the acquisition of Air Liquide, Trinidad and Tobago Limited (“Air Liquide”) by Massy Gas Products Holdings Ltd. (“MGPHL”), a wholly owned subsidiary of the Company.

On November 28th, 2022, MGPHL entered into a Share Purchase Agreement with Air Liquide International S.A. to purchase 100% of the share capital of Air Liquide for US$51.5 Million – US$58 Million; with a higher end range related to an earnout that is payable annually based on additional value considerations being met.

Completion of the transaction remains subject¬ to regulatory approval by the Trinidad and Tobago Fair Trading Commission.

The acquisition of Air Liquide, a manufacturer and supplier of industrial gases (oxygen, nitrogen and argon), is aligned with the MGPHL portfolio strategy to focus operations and its growth agenda on its core business.

The acquisition will represent an 11.4% increase in the Massy Group’s assets and will contribute to an increase in the Group’s profit of approximately 3%.

For the Gas Products Portfolio, the acquisition is expected to increase its profit before tax by 14%.

I.G.L. Acquired by Massy Gas Products Holdings

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MFS Capital Partners Set To Acquire Micro Financing Solutions Limited

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MFS Capital Partners Limited (MFS) has announced that it has signed a Memorandum of Understanding (MOU) with the shareholders of Micro Financing Solutions Limited to acquire 100% of its shares. According to the MOU, which was signed by both parties on November 28, 2022, the transaction is to be settled within 90 days of the date of the signed agreement and subject to pricing to be negotiated and agreed.

MFS, acquired in May of this year from Stocks and Securities Limited, is a listed private equity firm looking to fully acquire or take positions in mature companies with strong growth potential. Formerly known as SSL Venture Capital Limited (SSLVC), the company underwent a name change and brand overhaul in August after having implemented a new Board of Directors and management team immediately following the acquisition. The completion of this transaction marked the first successful takeover of a listed entity on the Jamaica Stock Exchange since 2020.

Micro Financing Solutions Limited is a Kingston-based private company licensed by the Bank of Jamaica. The company began operations in 2014 as a microlender and licensed cambio, and since then, has expanded its operations into other areas including remittances, bill payment services and large credit. It has also gone on to take equity positions in several other entities. The company is a sub-agent of Lasco Moneygram and Western Union.

Speaking at the Annual General Meeting (AGM) for MFS, held earlier today virtually, CEO, Dino Hinds, announced the company’s intent to acquire MFS Limited, and believes that the deal will be a significant first addition to the MFS’s portfolio. “We are very excited at the signing of this MOU. This acquisition is in keeping with our outlined strategy to target companies involved in money services, investment banking and real estate that show robust growth potential. We look forward to completing this deal, while continuing our due diligence on other prospects in our pipeline.”

This transaction would be the first major deal executed under the new management team, and the sole operating entity in the company’s portfolio. Completion of the deal is subject to regulatory approval.

Micro Financing Solutions Limited is led by CEO, Tamar Webley. Together the company’s leadership team has over 30 years of combined experience in the financial services industry.

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