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NCB Financial Group’s US$400M Takeover Of Guardian Holdings Lapses, Placed On Hold

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There are now concerns that the NCB Financial Group’s US$400 million bid to take control of Guardian Holdings Ltd, which has now lapsed, has been placed on hold, even though the take up went beyond targeted take up offer.

This following the announcement by Trinidad & Tobago’s securities regulator that it will hold expedited hearings to determine whether the offer breached any laws or bylaws.

NCB Financial Group’s bid for the Guardian Holdings shares though NCB Global Holdings, received acceptances from 535 owners of 91.74 million shares, well clear of the 74 million shares targeted by the offer.

In a statement last week, the NCB Financial Group declared that its bid to take control of Guardian Holding Limited had unfortunately lapsed due to the failure of condition 2.4.5 of the offer document.

That condition states that the offer is subject to no governmental, supranational or trade agency or regulatory body…having instituted any action, suit or investigation, that might adversely affect the offer.

The parties are expected to meet this week at the Trinidad & Tobago Securities and Exchange Commission to discuss complaints against NCB and the regulator’s review of the takeover bid. BM

The Official Notice

NCB Financial Group Limited (NCBFG) has given Notice of Expiration of Offer period issued by NCB Global Holdings Limited and Lapse of Offer in respect of the Offer and Take-Over Bid Circular dated 8th of December, 2017 and amended on 12th of January, 2018 and on 2nd February, 2018. As of Friday 23rd February, 2018 at 4:00p.m., there are terms and conditions of the Offer which remain outstanding.

As such and in accordance with the provisions of the Securities Industry (Take-Over) By-Laws, 2005 (the ‘By-Laws’), the Offeror is obliged to confirm as follows:

1) The Offer has lapsed due to the failure of Condition 2.4.5 of the Offer.

2) As at the time of going to press, the latest tally reflected that 535 GHL shareholders tendered approximately 91,743,975 GHL shares (subject to verification of validity of all acceptances received by Republic Securities Limited) which, together with the Offeror’s existing shareholding in GHL, represent approximately 70.24% of the outstanding GHL Shares. No shares deposited have been taken up by the Offeror.

3) All GHL shareholders who deposited their tenders pursuant to the Offer directly to Republic securities Limited (‘RSL’) may collect their documents from RSL at 2nd Floor, Promenade Centre , 72 Independence Square , Port of Spain , Trinidad at any time during usual business hours following Wednesday, February 28, 2018. Alternatively, persons may collect their tender forms from a Republic Bank branch office by emailing RSL at rslinfo@republictt.com so that arrangements may be made for such tender forms to be forwarded to the relevant branch office.

Businessuite News24

Who Is Mark Myers? Managing Director, Restaurants of Jamaica Ltd., and Chairman, Barita Investments Limited

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Mark Myers is a highly influential figure in Jamaica’s business landscape, recognized for his leadership in the food and financial sectors. As the Managing Director of Restaurants of Jamaica Ltd. (ROJ), Myers oversees the operations of the island’s KFC and Pizza Hut franchises. Under his stewardship, these brands have achieved significant market penetration and operational success, making KFC a household name in Jamaica.

In addition to his role at ROJ, Myers is the Chairman of Barita Investments Limited, a leading investment firm in Jamaica. Since his appointment, he has been instrumental in guiding Barita’s strategic direction, fostering innovation in financial products, and promoting a culture of corporate growth and resilience. His leadership has been associated with Barita’s impressive financial results and expanding influence within the regional investment space​

Career Path and Achievements
Mark Myers’ career showcases a trajectory of calculated growth, marked by his ability to innovate and lead in competitive industries. While his business ventures are diverse, his strategic acumen has consistently driven success. At ROJ, Myers has focused on customer satisfaction, operational excellence, and employee development, ensuring the sustained popularity of its quick-service restaurants.

At Barita, Myers’ tenure as Chairman coincided with the firm’s transformational initiatives, including capital raises and strategic investments aimed at solidifying its position in the financial market. His ability to balance risk with opportunity underscores his effectiveness as a business leader​

Management Style and Vision
Myers is known for his collaborative and forward-thinking management style. He prioritizes team development and innovation, aligning his teams with the long-term vision of the organizations he leads. His leadership ethos is characterized by adaptability, customer focus, and a commitment to excellence.

Contributions to Business and Society
Beyond his corporate roles, Myers is committed to community development and fostering opportunities for growth within Jamaica. His leadership in both the food service and financial sectors has significantly contributed to the country’s economic development and consumer confidence.

Mark Myers continues to be a vital figure in Jamaica’s business ecosystem, blending expertise in operations, strategic planning, and leadership to drive sustained success across multiple industries.

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Who Is Christopher Zacca President and CEO, Sagicor Group Jamaica Limited?

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Christopher Zacca is a celebrated Jamaican business leader whose career spans multiple industries, including financial services, energy, telecommunications, and manufacturing. As President and CEO of Sagicor Group Jamaica Limited, Zacca has played a pivotal role in steering the organization through significant challenges and innovations, solidifying its position as a leader in the region’s financial services industry.

Career Path and Achievements
Zacca’s professional journey is a testament to versatility and strategic vision. Before joining Sagicor, he held executive and advisory roles across diverse sectors, gaining a reputation for transformative leadership. At Sagicor, he has overseen initiatives that have bolstered the company’s financial stability and growth. His tenure has been marked by a decisive response to the COVID-19 pandemic, where he spearheaded the creation of a COVID-19 committee to ensure business continuity while safeguarding stakeholders. This initiative showcased his proactive leadership and ability to navigate complex crises​

Management Style and Vision
Christopher Zacca is recognized for his transparent and ethical approach to leadership, which he attributes to the strong moral grounding instilled by his family. He believes in building cohesive teams and fostering an environment of collaboration and mutual respect. Zacca’s strategic focus combines disciplined risk management with innovation, driving both organizational resilience and growth​

Contributions to Business and Society
Beyond his corporate successes, Zacca is deeply committed to national development. He serves as chairman of the National Private Sector Vaccine Initiative, reflecting his dedication to public health and social responsibility. His leadership philosophy emphasizes mentorship and learning, inspired by his own experiences with influential mentors such as Gordon “Butch” Stewart​

Future Goals
As Zacca looks to the future, he envisions expanding Sagicor’s revenue and geographic footprint by at least 50%. He also plans to transition from day-to-day management to board-level contributions and other roles that enable him to give back to the community while leveraging his extensive leadership experience​

Christopher Zacca exemplifies the qualities of a transformative leader, balancing business acumen with a commitment to ethical leadership and community impact. His journey provides inspiration for emerging leaders across Jamaica and beyond.

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Who is Don Wehby, Group CEO of GraceKennedy?

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A Legacy of Leadership at GraceKennedy
Don Wehby has been a transformative leader at GraceKennedy, one of Jamaica’s largest and most diversified conglomerates. Since becoming Group CEO in 2011, he has driven the company’s growth through a clear strategic focus on international expansion and innovation. Under his stewardship, GraceKennedy has expanded significantly in the global food and financial services sectors, achieving a balance of organic growth and strategic acquisitions.

Wehby first joined GraceKennedy in 1995 as Group Finance Manager. His leadership has been pivotal in major milestones, including the acquisition of Catherine’s Peak, La Fe Foods in the U.S., and Consumer Brands Limited. Notably, his efforts helped grow revenues and solidify GraceKennedy’s footprint in key international markets such as North America and the United Kingdom​

Visionary Management and Style
Wehby is recognized for his focus on creating a dynamic management team and cultivating Caribbean talent. Drawing inspiration from leaders like Jack Welch, Wehby emphasizes mentorship and succession planning. He actively recruits and develops high-potential executives, fostering a leadership pipeline that positions the company for sustained success. He is also known for his decisive yet collaborative approach, empowering his team to take ownership of key initiatives​

Challenges and Triumphs
Navigating Jamaica’s challenging economic landscape, Wehby has championed GraceKennedy’s resilience. From navigating geopolitical complexities to modernizing operations, he has consistently delivered strong results. His strategic decisions to relocate GraceKennedy’s headquarters to downtown Kingston and focus on foreign markets reflect his bold vision for the company’s future​

Beyond Business
Wehby has made significant contributions outside the corporate world. As a senator and honorary consul for New Zealand, he has advocated for economic reform and strengthened Jamaica’s global ties. His passion for sports is evident in GraceKennedy’s sponsorship of events like the Boys’ and Girls’ Championships, reinforcing the company’s commitment to community development​

Looking Ahead
As GraceKennedy continues its ambitious growth trajectory, Don Wehby remains a cornerstone of its strategy to become a global powerhouse. His focus on leveraging international markets while fostering local talent ensures the company is well-positioned for future success. With his leadership legacy firmly established, the company looks forward to realizing its global ambitions while staying true to its Jamaican roots.

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Artificial Intelligence

Guardsman Metaverse Elevating Security with AI Solutions

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Guardsman Metaverse, in collaboration with Jamaican artificial intelligence company Crimsontide AI, is revolutionizing security across Jamaica with cutting-edge, customizable solutions. This partnership brings together Guardsman’s expertise in virtual security and Crimsontide’s advanced AI technology, delivering a suite of intelligent security offerings tailored to meet the unique needs of Jamaican businesses and institutions.

Through this strategic collaboration, Guardsman Metaverse is positioned at the forefront of the country’s security landscape, offering systems that leverage both immersive digital technology and sophisticated artificial intelligence.

The partnership underscores the importance of local innovation in addressing the security challenges faced by Jamaica today, providing clients with tailor-made solutions that ensure effective protection.

Guardsman Metaverse is committed to offering security solutions that go beyond traditional models, emphasizing customization and flexibility to meet the specific requirements of each client. From large commercial operations to smaller enterprises, the platform delivers a personalized approach that ensures maximum efficiency and peace of mind.

This flexibility is what sets Guardsman Metaverse apart—adapting to each environment’s unique security demands and offering a more responsive, intelligent way to safeguard people and assets.

With AI-driven features that allow for real-time monitoring and proactive threat detection, Guardsman Metaverse empowers businesses and institutions to stay ahead of potential security breaches. Each system can be fully customized to fit the environment it protects, delivering advanced functionality across a wide range of settings.

Advanced Features for Comprehensive Protection

  • Facial Recognition: Guardsman Metaverse enhances access control through secure, real-time identification of authorized personnel, ensuring that only those with clearance can enter critical areas.
  • License Plate Detection: For commercial properties, this feature allows for real-time monitoring of vehicle activity, helping to identify unauthorized or suspicious vehicles and notify security personnel immediately.
  • Personnel Counting and Crowd Management: Especially important for businesses, this feature tracks occupancy and manages crowd flow, helping to ensure safety, meet regulatory requirements, and optimize operational efficiency.
  • Firearm Detection: Using AI-powered analysis, Guardsman Metaverse detects the presence of firearms, providing instant alerts to security teams to ensure a rapid and effective response to any threat.
  • Customizable Behavioural AI: Tailored to each client’s specific needs, Guardsman Metaverse’s behavioural AI can be trained to detect and respond to specific actions or patterns that are unique to the environment it monitors.
  • Infrared Drone Surveillance: Equipped with infrared technology, Guardsman Metaverse drones provide round-the-clock aerial surveillance, ideal for large properties, high-security areas, and search-and-rescue missions, offering comprehensive monitoring that goes beyond traditional methods.

These advanced security features are fully customizable, ensuring that businesses receive a solution designed specifically for their needs. Whether it’s safeguarding large commercial complexes, healthcare facilities or educational institutions, Guardsman Metaverse offers tailored protection that provides complete peace of mind.

The partnership with Crimsontide AI, a rapidly emerging Jamaican company specializing in state-of-the-art patent-pending artificial intelligence software, ensures that Guardsman Metaverse’s solutions are not only technologically advanced but also locally relevant.

Crimsontide AI Limited is at the forefront of technological innovation, and its expertise allows the system to be fine-tuned to the specific security challenges that businesses in Jamaica face.

Through this collaboration, a diverse offering of services is available to various customers and industries, including theft detection at banks, supermarkets, and retail stores, intruder detection and breach prevention at hotels and resorts, as well as risk mitigation and compliance solutions.

Crimsontide’s AI technology also enables businesses to recognize trends in data, detect outliers, and summarize data sets, all aimed at informing better business decisions.

This partnership ensures that Jamaicans are at the forefront of solving their own security issues, with solutions designed by Jamaicans, for Jamaicans. At Crimsontide AI, the commitment to rebuilding a safer Jamaica is at the heart of every innovation, working toward a future where local technology empowers local security.

However, beyond responding to security threats as they happen, Guardsman Metaverse is designed to predict and prevent potential issues before they escalate. By leveraging AI to analyse behaviours and patterns, the system can foresee risks, giving clients the ability to take proactive steps. This predictive approach ensures that businesses and homeowners are always ahead of security challenges, helping to mitigate risks before they become serious threats.

With Guardsman Metaverse, clients are empowered to protect their environments not just reactively but pre-emptively. This next-level security capability, combined with fully customizable features, ensures a comprehensive approach that adapts to the ever-evolving nature of security threats in today’s society.

 

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Business Insights

Beyond Repeated Failure: Defining a Strategy Triad

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Studies consistently show that most strategic plans fall short.

The reasons are varied, but a common mistake stands out: teams often assume they understand “strategic” planning, only to end up misguided, compromising their organizations’ success. Often, what they call a “strategic plan” lacks real strategic thought.

How Missteps Occur

If you’ve ever reviewed a company’s strategic plan, you’ve likely seen a list of ambitious goals. They may be grouped in catchy ways, but as you read through, doubts surface. Why?

You sense the organization may lack the resources or focus to achieve all these objectives simultaneously. The longer the list, the more you suspect it may be abandoned when daily issues arise, with lofty goals slipping out of view.

Redefining “Strategic”

One way to prevent this common pitfall is to rethink how we use the term “strategic.” Today, the label “strategic” is often used casually to signal importance, so much so that it’s lost its impact, and audiences tune it out.

This isn’t just a communication issue. When teams invest time in a strategic retreat, they expect the final plan to be truly strategic, yet often that’s not the case.

Typical brainstorming sessions encourage a mix of ideas and positive intentions without much structure. The result is often an extensive report of hopeful outcomes, which can look similar to other plans within the industry—ultimately, another reason for failure.

Enter the Strategy Triad

Peter Compo’s book *The Emergent Strategy* introduces a helpful redefinition of “strategic” by proposing a triad approach:

1. Aspiration: A meaningful, challenging goal that requires effort and won’t happen automatically.

2. Bottleneck: The main obstacle preventing the organization from achieving its aspiration(s).

3. Guiding Principle: A decision-making rule to help navigate actions that address the bottleneck.

Consider a store aiming to increase profits. If the biggest bottleneck is low brand recognition, the guiding principle could be to improve brand awareness through multiple channels—online, in-store, and through partnerships.

Applying the Strategy Triad

At a recent strategic planning retreat, a leadership team was challenged to apply the triad. Initially, it was difficult; identifying bottlenecks from new perspectives required collaboration and creativity, especially without cross-functional data, which led them to rely on firsthand experiences. Yet, they successfully defined bottlenecks and guiding principles that empowered employees to align their daily choices with the strategic plan. This alignment is what leaders want but is often rare.

Why Alignment is Rare

Leadership teams often avoid the challenging, healthy conflict required to build a robust strategy triad. They may take the easier path, creating lists of goals rather than diving into critical strategic planning. Alternatively, when discussions become too heated, leaders may intervene prematurely, cutting off debate and limiting essential buy-in.

To achieve meaningful alignment, it’s important to work through differing viewpoints until agreement is reached. Though challenging, this process builds the intellectual and emotional commitment needed for successful execution. By persevering through difficult conversations, leaders can significantly improve their strategic plans’ success and longevity.

Found this topic interesting? You may want to delve into my long-form content in my JumpLeap Strategic Planning Newsletter/Podcast.

Francis Wade
JumpLeap NewsletterPodcast

Framework Consulting
http://blog.fwconsulting.com : http://fwconsulting.com

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