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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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GraceKennedy’s Strategic Spur Tree Spices Acquisition: Positioning For Growth

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GraceKennedy Limited’s recent acquisition of an increased stake in Spur Tree Spices (Jamaica) Limited has positioned it as the second-largest shareholder in the company. With an estimated 338,410,375 shares now under its belt, based on Spur Tree’s issued share count of 1,676,959,244 ordinary shares, GraceKennedy solidifies its influence in Jamaica’s culinary landscape.

Continued Expansion through M&A

This transaction marks the latest in GraceKennedy’s series of mergers and acquisitions (M&A) activities, reflecting the company’s aggressive growth strategy. Following its acquisitions of Scotia Insurance Caribbean Limited and Unibev Limited in 2023, as well as doubling its interest in Catherine’s Peak Bottling Company Limited to 70% in February 2023, GraceKennedy demonstrates its commitment to diversification and market expansion.

Spur Tree’s Strategic Evolution

Meanwhile, Spur Tree Spices is undergoing a strategic transformation, expanding beyond spices and seasonings to become a full-fledged food brand. With plans to launch more than two dozen new products on May 1 and a brand refresh to reflect its new focus, Spur Tree is poised for a significant market repositioning.

Diversification and Innovation

In the upcoming quarter, Spur Tree Spices is set to unveil an array of innovative products, including their much-anticipated line of dried spices. This strategic move represents the company’s foray into new categories and a substantial expansion of its product offerings. By diversifying its portfolio, Spur Tree aims to capture a broader consumer base and solidify its position as a leading player in the culinary industry.

Implications of the Acquisition

GraceKennedy’s increased stake in Spur Tree Spices not only strengthens its position in the spice market but also opens doors for collaboration and synergies between the two entities. As GraceKennedy continues to expand its presence through strategic acquisitions, it can leverage Spur Tree’s innovative product line-up to bolster its offerings and tap into new market segments.

GraceKennedy Limited’s acquisition of a significant stake in Spur Tree Spices marks a strategic milestone for both companies. With GraceKennedy’s growing influence and Spur Tree’s strategic evolution, the stage is set for a dynamic partnership that promises innovation, growth, and market leadership. As they navigate the evolving landscape of Jamaica’s culinary industry, GraceKennedy and Spur Tree Spices are poised to redefine the future of food, one spice at a time.

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MFS Capital Partners successfully completes 100% acquisition of Microfinancing Solutions Limited.

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MFS Capital Partners (MFS), has announced that it has successfully completed the 100% acquisition of Microfinancing Solutions Limited. The transaction, which was first announced at the end of 2022, was finalised in time for the close of MFS CAP’s third quarter on March 31, 2024. This transaction marks the first major deal executed since the company was acquired in 2022 and subsequently renamed.  Microfinancing Solutions is now the flagship operating entity in the company’s portfolio.

Microfinancing Solutions is a Kingston-based money services company that began operations in 2010 as a microlender. Since then, it has expanded its operations into other areas of finance, including FX trading, remittances, bill payment services and private credit. Furthermore, the company has gone on to take equity positions in several other entities.

Through this strategic acquisition, MFS CAP strengthens its presence in the local finance market, expanding its financial products and services offerings. By leveraging the combined expertise and resources of both entities, MFS CAP aims to enhance its ability to meet the evolving needs of clients and drive sustainable growth and value for shareholders.

“We are very excited that we have arrived at the completion of our first acquisition as MFS CAP.” said Dino Hinds, CEO of MFS CAP. “The acquisition of Microfinancing Solutions aligns with our strategic vision of targeting companies operating in the financial services space, as well as companies that show strong growth potential or possess a robust balance sheet. This deal positions us to move forward in executing other key transactions that will significantly improve MFS CAP’s financial position and increase value for our shareholder.”

Microfinancing Solutions will continue to operate under its current brand name, from its current locations, with its existing management team, led by Tamar Webley, who has been at the helm of the company for the last 12 years since it began operations.

Tamar Webley

About MFS Capital Partners

MFS Capital Partners [JSE: MFS] is a dynamic private equity firm specialising in investments within the financial services and real estate sectors. With a focus on identifying opportunities in entities showing strong growth potential or a robust balance sheet, MFS CAP leverages its expertise, resources, and network to drive value creation and sustainable growth.

The firm’s seasoned team of professionals combines over 100 years of industry knowledge with a proactive approach to investment, enabling MFS CAP to capitalise on emerging trends and market opportunities.

Fostering innovation, driving operational excellence, and creating value for all stakeholder, MFS CAP is a trusted partner for companies seeking strategic capital and expertise to accelerate their growth and achieve their objectives.

About Microfinancing Solutions Limited

Micro Financing Solutions Limited is a Kingston-based private company that began operations in 2010 as a microlender. Since then, the company has expanded its operations into other areas of business, including FX trading, remittances, bill payment services and private credit. It has also gone on to take equity positions in several other entities. The company currently operates from 3 locations in Kingston and is led by a team of executives boasting over 30 years of combined industry experience.

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ANSA McAL Group Announces Formation Of Joint Venture Company, Globus ANSA Private Limited, With Globus Spirits Limited In India.

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A. Norman Sabga Executive Chairman of the ANSA McAL Group of Companies has announced the formation of the joint venture company, Globus ANSA Private Limited, with Globus Spirits Limited in India.

In a release posted on the Trinidad and Tobago Stock Exchange ANSA McAL confirmed that with effect from 4th April 2024, ANSA McAL Limited (“ANSA McAL”) entered into a joint venture agreement with Globus Spirits Limited (“GSL”) to establish Globus ANSA Private Limited (“GAPL”).

Each party will hold fifty percent (50%) of the issued and allotted ordinary share capital of GAPL.

“This collaboration signifies a new era in the Indian alcoholic beverages industry, driving innovation and growth, ‘

“Globus ANSA Private Limited will specialise in manufacturing and distributing alcoholic beverages across the Indian subcontinent, leveraging the strength of both ANSA McAL and Globus Spirits Limited,” said Mr. Shekhar Swarup, Managing Director for Globus Spirits Limited. “This collaboration signifies a new era in the Indian alcoholic beverages industry, driving innovation and growth, ‘he stated

 

 

 

Globus Spirits Ltd is one of the leading players in the Alcohol industry in North India distributing brands in the Consumer Segment including:
• GR8 Times.
• Rajputana.
• Globus Spirits Dry Gin.
• White. Lace.
• Governors’ Reserve Red.
• Governors’ Reserve Blue.
• Oakton.
• Laffaire. Napoleon.

Trinidad and Tobago conglomerate ANSA McAL Group has over 142 years of rich history representing many world-renowned brands, including some of their own home-grown successes. The partnership marks a significant milestone in ANSA McAL Group’s journey, merging cultures and expertise to revolutionise the beer industry in India, with their icon Carib brand and leading the charge.

Norman Sabga Executive Chairman of the ANSA McAL Group of Companies, highlighted the immense opportunities in India and their commitment to delivering unparalleled value through this partnership.

“We are confident that our collaboration will allow us to seize the growing demand for high quality beverages by captivating palates with our distinctive products” he said

ANSA McAL is now poised to be an equal Shareholder of GAPL, an Indian company which
would produce, market, sell, distribute and retail beer and other beverages.

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Statement by Bank of Jamaica Concerning Previous Regulatory Actions Involving Alliance Financial Services Limited

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Bank of Jamaica (BOJ) takes note of the recent Court Decision in the matter involving Alliance Investment Management Limited (AIML), which is not a licensee of the Bank, and public commentary related to the actions taken by the Bank in December 2021 to suspend the cambio and remittance operating licences issued to then AIML-affiliated company Alliance Financial Services Limited (AFSL) effective 3 December 2021. The Bank’s actions also included the revocation of the authorisation granted to AFSL to operate in the Bank of Jamaica Fintech Regulatory Sandbox as a payment service provider effective 3 December 2021.

As stated by the Bank at the time, the regulatory actions became necessary after the Financial Investigations Division (FID) on 2 December 2021 charged AFSL’s principals and two AFSL-affiliated companies at the time (AIML and Alliance Finance Limited (AFL)) with several offences under the Bank of Jamaica Act and the Banking Services Act. Bank of Jamaica is aware that investigations by the FID into the Alliance Group began around 2018. However, it was only after formal charges were laid against the entities and their principals by the FID following the requisite ruling by the Office of the Director of Public Prosecutions, that BOJ took the regulatory action of the suspension of licences to safeguard the financial system. The formal charging of the entities and their principals raised serious “fit and proper” considerations for their continued operation of financial services under the Bank of Jamaica Act and the Banking Services Act.

Alliance Finance Limited subsequently pleaded guilty in the St. Andrew Parish Court to several breaches of the Bank of Jamaica Act and the Banking Services Act and was fined. These breaches for which AFL was convicted related to “Carrying on the Business of Lending in Foreign Currency in breach of the Bank of Jamaica Act” and “Accepting Deposits Without the Requisite Licence in breach of the Banking Services Act.” The breaches involved engaging in economic activities which are regulated and which require an extensive application process, extensive due diligence checks and continuous monitoring throughout the life of the licence in the case of the Banking Services Act. The breaches also involved engaging in the business of lending in foreign currency without the requisite authorisation that allows for review, due diligence and monitoring mechanisms being applied to ensure continued order in the foreign Exchange market. These represent breaches of the substantive framework of financial services regulated by Bank of Jamaica. One consequence of such breaches is being rendered unfit to own and operate financial services in the financial system.

Bank of Jamaica is also aware of legal action initiated in the Supreme Court by the FID related to criminal forfeiture regarding the offences for which AFL was convicted in relation to the Bank of Jamaica Act and the Banking Services Act.

Bank of Jamaica maintains that its actions taken in December 2021 to suspend the cambio and remittance operating licence of AFSL and to revoke the authorisation granted to AFSL to operate in the BOJ Fintech Regulatory Sandbox as a payment service provider, were necessary as the allegations at the time threatened the good order in the foreign exchange market and payment systems as well as the reputation and good standing of the Jamaican financial system internationally. It is important to note that BOJ’s regulatory actions were the subject of judicial review, and finding in the Bank’s favour, the Court of Appeal noted in its 2022 judgment in the matter of Alliance Financial Services Limited v Bank of Jamaica that, “the risk to the financial sector outweighed the economic loss and inconvenience AFSL may suffer as a result of the continuation of the suspension.”

Bank of Jamaica remains committed to fulfilling its mandate to ensure the stability of the Jamaican financial system and the effective and impartial supervision of its licensees.

It is also to be noted that Alliance’s divestment of business was a strategy and activity pursued by the principals of Alliance as their own business decision.

It is also to be noted that Alliance’s divestment of business was a strategy and activity pursued by the principals of Alliance as their own business decision. Bank of Jamaica had no part in that decision or transaction. On 1 April 2022, BOJ publicly advised that AFSL, under a new ownership structure, applied for a cambio and remittance licence, and having satisfied the Bank’s due diligence requirements, was licenced to offer cambio and remittance services at approved locations effective 23 March 2022.

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PBS Acquires Xerox’s Businesses In Peru And Ecuador

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Productive Business Solutions Limited (“PBS”) (JSE:PBS) has announced that it has reached an agreement with Xerox Holdings Corporation (“Xerox”) (NASDAQ:XRX) to acquire its businesses in Peru and Ecuador.

Following the acquisition, PBS will become the exclusive distribution partner for Xerox in Peru and Ecuador. Both companies will continue to operate as subsidiaries of PBS. “We have proudly worked in partnership with Xerox for over two decades, during which we have consistently delivered a comprehensive suite of products and professional services to our valued clients across Central America, the Caribbean and South America. This strategic expansion in Peru and Ecuador further solidifies our presence in Latin America, extends our footprint to a total of 24 countries and bolsters our workforce to over 3,000 IT professionals. We look forward to deepening our longstanding relationship with Xerox and welcome the talented teams in Peru and Ecuador to PBS.” said P.B. Scott, Chairman of PBS.

The transaction is expected to close in the second quarter of 2024 pending authorization from the Ecuadorian competition authority.

About PBS
Productive Business Solutions Limited is a leading enterprise technology business in Central America, South America and the Caribbean. PBS connect the world’s leading technology brands to businesses and governments in the countries in which it operates. Its solutions include imaging, networking, information technology, security systems and advanced services. PBS is a public company listed on the Jamaica Stock Exchange and is a member of the Musson Group of Companies.

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