Connect with us

Businessuite Markets

Barita Investments To Be Delisted, As Cornerstone Group Reorganization Underway

Published

on

CORNERSTONE GROUP REORGANIZATION
Barita Investments Limited to be involved in Cornerstone Group Reorganization following issuance of Non-Objection Letter by the Bank of Jamaica to Cornerstone United Holdings Jamaica Limited

1. Bank of Jamaica Non-Objection Letter
The Bank of Jamaica (“BOJ”) on Friday, March 10, 2023, gave its non-objection (“Non-Objection”) to Cornerstone United Holdings Jamaica Limited (“CUHJL”) with respect to the reorganization of the Cornerstone Group of companies (“Cornerstone Group” or the “Group”). The BOJ in its letter stated that:
“It is our understanding that Cornerstone United Holdings Jamaica Limited requested the Bank’s non-objection to undertake a group re-organization to address a regulatory concern regarding the parallel ownership of Cornerstone Trust & Merchant Bank and Barita Investments Limited by Cornerstone shareholders.

This writing serves to confirm that, pursuant to section 7(1)(c)(ii) of the Banking Services Act, 2014 (“BSA”), the Supervisory Committee at its meeting held on 1 March 2023 raised no objection to the proposed reorganization of the Cornerstone Group on condition that the off-balance sheet vehicles (Barita Finance Limited and MJR Real Estate Holdings Limited) be consolidated in the financial group for prudential reporting purposes pursuant to section 71(2) of the BSA.”

2. Financial Holding Company Application Process
The Non-Objection comes thirteen months after CUHJL submitted its financial holding company (“FHC”) licence application and restructuring business case (the “FHC Application”) to the BOJ on February 4, 2022, following a request by the BOJ on August 27, 2021, for the preparation and submission of same, to conform with the prescription by the BSA with respect to financial groups. In acknowledging receipt of the FHC Application on March 3rd, 2022, the BOJ advised that the FHC Application would be evaluated in two phases with phase one being the Group Reorganization and phase two the FHC Licensing. The reorganization is necessary given the structure of the Cornerstone Group, which includes a deposit taking institution in the form of Cornerstone Trust & Merchant Bank Limited (“CTMB”) and two securities dealers in the form of Barita Investments Limited (“Barita”) and its subsidiary, Barita Unit Trusts Management Company Limited (“BUTMC”). In light of the existing structure, CUHJL is required, under section 69 of the BSA, to apply for an FHC licence, as part of the process of establishing a financial group and to organize itself and affiliate entities accordingly.

Following the BOJ’s August 2021 request, CUHJL commenced the process of preparing the FHC Application and put together an internal team of subject matter experts, which was bolstered by external experts who assisted with the preparation of the FHC Application, and reviewed and provided advice on the consolidation of the financial results for the new group structure. PricewaterhouseCoopers (“PwC”) Advisory Services assisted with the FHC Application process to the BOJ.

Prior to the submission of the FHC Application there were meetings involving Cornerstone and the BOJ to discuss elements of the proposed submission. This included details of the proposed structure, clarity on the structure and role of the special purpose vehicles, pro-forma capital and liquidity ratios for the FHC (under the current and prospective Basel III framework), and proposed management and Board governance structures.

These, and other matters such as details on the risk management framework, historical and forecasted financial performance, strategic plans, and scenario planning and analysis were addressed in the FHC Application.

On completion of the FHC Application the attendant documents were presented by Senior Management to all the Boards of Directors throughout the Group with the CUHJL’s Board of Directors issuing its formal approval on January 28, 2022. The proposed scheme of reorganization to facilitate the restructure of the Group along with the new structure being proposed had been previously presented to the Cornerstone shareholders on December 17th, 2021, at an extraordinary general meeting where shareholders representing 97% of the outstanding shares of CUHJL voted in the affirmative.

Having received the Non-Objection the next step is commencement of the evaluation of our FHC Application, which will involve further due diligence and assessment of the Group’s financial condition and risk governance framework.

3. Mechanics of Reorganization
Given the issue of the Non-Objection, CUHJL will now move to implement the Group reorganization, which will be undertaken as a court sanctioned scheme of reorganization (the “Scheme”). The reorganization will ensure that all regulated entities within the Group are held under one holding company to enable consolidated supervision under the BSA by the BOJ. Under the proposed new structure, CTMB, Barita and BUTMC will be held under the FHC, which will see a new company being formed for this purpose. The restructuring is expected to result in:
i. Cornerstone Financial Holdings Limited (“CFHL”), the mirror company to CUHJL, assuming the assets and liabilities of CUHJL, and will see the shares held by CUHJL in CTMB and Cornerstone USA being transferred to CFHL. The amalgamation of CUHJL and CFHL will effectively result in the implementation of the “mirror principle”, which has underpinned the operations of both Cornerstone entities since CFHL’s incorporation. The amalgamation of CUHJL and CFHL will see existing shareholders who currently own an equal number of shares in each of the Cornerstone entities owning one set of shares in the combined entity (CFHL), post amalgamation;
ii. A newly formed FHC will be created as a subsidiary of CFHL;
iii. The FHC, post incorporation, will issue shares to CFHL in exchange for the transfer by CFHL to the FHC of shares it owns in Barita and CTMB;
iv. The FHC will thereafter become the direct parent of Barita and CTMB;

v. The Cornerstone shareholders in CFHL will continue to hold their shares in CFHL in the same proportion as they did prior to the implementation of the Scheme. CFHL will become the ultimate holding company for the Group.

As a pre-requisite of the process, an application will be made to the Supreme Court for the convening of meetings by the Group companies that will be reorganized to allow the shareholders to consider and vote on the Scheme.

Further, and subject to the granting of all necessary approvals, it is intended that Barita, which is currently the publicly listed company within the Group, would be delisted from the Jamaica Stock Exchange and that the FHC will be listed in its place. The effect, as was the case when other financial groups undertook their own
restructuring under the BSA, is that the shareholders of Barita, at the relevant point in time, will see their shareholding move from Barita to the FHC. Further details on this process will be provided subsequently and prior to the implementation of the Scheme.

4. Conclusion
The Boards of Directors of the Cornerstone Group and its management team are excited about the prospects associated with the reorganization of the Group and its attendant benefits. Central to the objectives of the Group throughout this process are the synergies to be unlocked through closer integration of the operating entities, which we believe will redound to the benefit of our customers, shareholders and other stakeholders. The Group expects to further deepen and strengthen its focused efforts around risk management, governance and compliance in this next phase of its evolution.

We believe the formation and eventual listing of the FHC in particular will unlock material value for the Cornerstone Group, and by extension its existing shareholders, and especially Barita’s minority shareholders who will now benefit from a broader, integrated financial services platform. Additionally, this strengthens the Group’s ability to identify attractive strategic opportunities for acquisition, enhance its commercial value and further optimize its enterprise-wide risk management.

The Group will be sharing more information with its stakeholders at the appropriate juncture regarding the progress through the steps in relation to the reorganization process.

Malindo Wallace
Group Chief Legal Officer &
Company Secretary

Businessuite Markets

Prestige Holdings Enjoyed A Strong Performance For First Quarter Of Fiscal 2024.

Published

on

Christian E. Mouttet Chairman for Prestige Holdings has released the following Consolidated Unaudited Results for the Three Months Ended 29 February 2024

I am pleased to report that Prestige Holdings enjoyed a strong performance for the First Quarter of fiscal 2024. Group sales increased by 10% to $341 million from $309 million in the prior year, which resulted in a Profit Before Tax of $15.3 million compared to a profit of $11.6 million for the same period in 2023, a 32% increase. Profit After Tax, attributable to shareholders, increased by 25% from $7.8 million to $9.8 million. Cash flow from operations was $26.9 million and we ended the quarter with $100 million in cash having reduced total borrowings by $5.8 million. During the period we remodelled 2 restaurants and ended the period with 134 restaurants.

All brands posted solid performances during the quarter, with our Subway and Pizza Hut results driven by improved operations, efficiencies and strong demand for our innovative menu items and value offerings. Top line sales were impacted by the opening of five new Starbucks restaurants at Brentwood, Aranguez, O’Meara, St. Augustine and Amazonia Mall, Guyana, when compared to the First Quarter of 2023.

I am extremely pleased to report that KFC recently achieved a significant milestone of serving 150,000 Harvest Meals. The Harvest Meal Programme, which has been active for two years, is designed to provide unsold KFC food to participating NGOs in Trinidad and Tobago. This unsold food is carefully packaged and transported, following accepted global food safety protocols, and is then repurposed into delicious meals and served to the less fortunate. We are very happy to have the opportunity to positively impact the communities in which we operate by partnering with NGOs to provide meals to those in need.

As mentioned in my previous report, significant investment is planned in this financial year for new store development, including Guyana, as well as the remodelling of existing assets in Trinidad and Tobago. We expect these developments, as well as our continued brand initiatives, to continue to deliver positive results.
For More Click THIS LINK

Continue Reading

Businessuite Markets

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

Published

on

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.

Continue Reading

Businessuite Markets

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

Published

on

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.

Continue Reading

Businessuite Markets

Jamaica Broilers Group Reporting Strong Top and Bottom Line Performance for January 2024 Quarter

Published

on

Christopher E. Levy Group President & CEO of Jamaica Broilers Group Limited now release the following unaudited financial results for the quarter ended January 27, 2024, which have been prepared in accordance with International Financial Reporting Standards (IFRS).

The Group produced a net profit attributable to shareholders of $1.3 billion, for the quarter ended January 27, 2024. The operations of the Group continue to be strong, and our gross margins are consistent with expectations.

Quarterly Group revenues amounted to $23.6 billion, a 4% increase above the $22.7 billion achieved in the corresponding quarter.

Our gross profit for the quarter was $5.9 billion, a 7% increase above the $5.5 billion achieved in the corresponding quarter in the prior year.

Jamaica Operations reported a segment result of $5.9 billion which was $448 million or 8% above last year’s segment result. Total revenue for our Jamaica Operations showed an increase of 2% over the prior year nine-month period. This increase was primarily driven by the growth in the sale and export of poultry and implementation of cost containment efforts.

Our US Operations reported a segment result of $3 billion which was $226 million or 8% above last year’s segment result. This increase was driven by increased volumes of poultry meat and eggs, as well as the implementation of cost management initiatives.
Total revenue for the US Operations increased by 3% over the prior year nine-month period.

We have begun to realise additional volumes through the US operations, which has resulted in increased financing requirements primarily around working capital.

For More Information CLICK HERE

Continue Reading

Businessuite Markets

Main Event Reporting Net Profit Of JA$100M For Quarter Ended January 2024

Published

on

Solomon Sharpe Chief Executive Officer of Main Event Entertainment Group Limited has released the following unaudited financial statements for the quarter ended January 31, 2024 (Q1).

The company continues to have solid results in an increasingly competitive and largely difficult environment. The company’s performance was anchored by diversifying our client base through strategic targeting and efficient management of our operations.

The company reported net profit of $100.254M for the quarter ended January 31, 2024, representing a decline of 15% or $17.695M relative to the corresponding period of 2023. Consequently, earnings per share decreased by 15% to $0.33 per share.

Total revenues for the quarter ended January 31, 2024 declined by $59.235M to $567.752M, reflecting a decrease of 9% over the corresponding period. This was mainly due to a one-off event for one of our major clients which is not likely to reoccur in subsequent periods.

The company was strategic in its efforts to protect the margins and the gross profit for the quarter was $315.822M compared to the $312.611M earned in 2023. This demonstrates the company’s ability to be alert and responsive to market conditions. Gross margins improved to 56%, up from 50% in the corresponding period.

The company continues to generate revenues from activities requiring reduced external support.

For more information CLICK HERE

Continue Reading

Trending

0
Would love your thoughts, please comment.x
()
x