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Barita Investments To Be Delisted, As Cornerstone Group Reorganization Underway

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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

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Main Event Entertainment Records $9.4M Net Loss For April 2025 Quarter

As part of its long-term strategy to reduce revenue volatility and deepen brand equity, the company has begun investing in its proprietary events. The performance of these initiatives is expected to materialise in the upcoming quarters.

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Solomon Sharpe Chief Executive Officer For Main Event Entertainment Group Limited Has Released The Following Unaudited Results For Six Months Ended April 30, 2025

The second quarter of the financial year unfolded within a still recovering economic environment. Jamaica experienced two consecutive quarters of economic contraction prior to this period, with the latest data from the Planning Institute of Jamaica (PIOJ) indicating a return to modest growth.

As a business closely tied to consumer activity and discretionary spending, MEEG’s performance is inevitably influenced by prevailing economic conditions. In times of reduced disposable income, demand for entertainment, events, and promotional services often comes under pressure. This context has framed many of the challenges and opportunities we faced during the quarter.

The company generated revenue of $306.368 million for the second quarter ended April 30, 2025. This represents a decline of $112.207 million or 27% compared to the second quarter of 2024. For the half-year, the company earned revenue of $891.395 million, reflecting a reduction of $94.932 million or 10% relative to the corresponding period last year. This contraction in revenue is primarily attributable to continued softness in core event categories, most notably Entertainment & Promotions and M-Style Decor. Performance was impacted by a combination of lower client marketing spend, fewer large-scale productions, and the nonrecurrence of several high-value projects that contributed materially to the prior year’s second quarter. Despite the general slowdown, the period saw several new and re-engaged clients contribute positively to revenue performance.

As part of its long-term strategy to reduce revenue volatility and deepen brand equity, the company has begun investing in its proprietary events. The performance of these initiatives is expected to materialise in the upcoming quarters.

Gross profit for the quarter was $165.818 million, compared to $198.064 million in the second quarter of 2024 — a decline of $32.246 million or 16%. Gross profit for the six months amounted to $467.485 million, down $46.402 million or 9% relative to the same period last year.

The company’s gross margin remained relatively stable at 54% for the quarter, a slight improvement from the 53% reported in the prior year. This increase reflects stronger project cost control and enhancements in resource planning, even amidst a softer revenue performance.

The company recorded a net loss of $9.337 million for the quarter, compared to a net profit of $20.016 million in Q2 2024. For the six-month period, net profit stood at $64.329 million, a decrease of $55.942 million or 47% from the $120.271 million earned in the comparative period. This swing was primarily driven by the reduction in revenue and other operating income, which was not fully offset by cost reductions.

Administrative and general expenses for the quarter totalled $143.244 million, an increase of $15.757 million or 12% compared to $127.487 million in the prior year.

Selling and promotional expenses also rose to $7.177 million, up 62% year over year, driven by increased brand-building efforts.

Depreciation expense declined by approximately $6.718 million or 20% compared to the prior quarter and by $9.764 million year-over-year, reflecting the completion of previous capital cycles. Conversely, amortisation charges increased, largely due to the refinancing of existing leases and the addition of new ones. These movements are aligned with the company’s strategy to invest in equipment and assets that enhance operational capacity and service delivery.

Total operating expenses for the quarter were $186.794 million, compared to $178.886 million in Q2 2024, an increase of 4%. On a year-to-date basis, total operating expenses amounted to $405.514 million, up $20.279 million or 5% over the $385.235 million recorded in the prior year.

Finance costs were marginally higher at $2.959 million, while taxation for the quarter reflected a credit of $1.876 million, corresponding to the pre-tax loss position.

The company reported a loss per share of $0.03 for the second quarter, compared to earnings per share of $0.07 in the prior year. For the six-month period, EPS was $0.21, down from $0.40 in 2024.
As at April 30, 2025, total assets stood at $1,219.275 million, broadly in line with $1,219.929 million recorded at the end of the second quarter of 2024.

Cash and bank balances amounted to $141.700 million, with short-term deposits increasing to $252.598 million, together reflecting a stable liquidity position.

Receivables closed at $299.718 million, slightly below the $309.556 million reported in the prior year.

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The LAB Posts $20.6M Half-Year Profit, Down 58%, Impacted by Revenue Timing and Margin Compression

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Kimala Bennett Chief Executive Officer for Limners and Bards Limited (The LAB) has released the following unaudited consolidated financial statements for the six-month period ended April 30, 2025, prepared in accordance with International Financial Reporting Standards (IFRS). The consolidated results include the performance of subsidiary Scope Caribbean Limited (Scope), whose core business involves the scouting, placement, and management of talent, supported by the development and maintenance of a comprehensive talent database.

For the period under review, the Group’s consolidated balance sheet remained sound with a stable cash position, providing the financial flexibility to support ongoing operations and strategic initiatives.

Revenue over the 6-month period of $460.2 million, represented a 3.3% increase compared to the corresponding period in 2024. This growth was driven primarily by increased activity in the Production and Media business segments. Media contributed $240.7 million, followed by Production at $151.8 million, and Agency at $67.5 million.

Gross profit amounted to $175.4 million, reflecting a 2.7% decline year-over-year. This was due to a higher proportion of revenue being derived from Media, which typically carries lower margins relative to the Agency segment. This shift in revenue mix also resulted in a 2% decline in the company’s net profit margin.

Net profit for the six-month period stood at $20.6 million, a 58.3% decline compared to the same period in the prior year. The decrease was primarily attributable to lower gross margins and a reduction in second-quarter revenue which was largely due to seasonal variations and the timing of project deliveries.

Operating expenses, comprising administrative, selling, and distribution costs, increased by $14.4 million or 10 percent compared to the same period last year. This increase primarily reflects strategic investments in talent, particularly in areas critical to our growth agenda such as business development, content creation, and enhancing the overall customer experience. While these investments contributed to higher short-term costs, they are considered essential to scaling our operations and building long-term shareholder value.

Total assets amounted to $1.03 billion, reflecting a decrease of $11.2 million or 1.1 percent, mainly attributable to normal depreciation. Current assets increased marginally to $865.9 million, up $1.6 million from the prior year.

Cash and cash equivalents stood at $332.4 million, down $226 million year-over-year, due primarily to increased investment in the development of proprietary content assets.

Accounts receivable increased by $39.5 million, and management continues to work closely with clients to manage credit terms and reduce outstanding balances.

Shareholders’ equity grew to $659.1 million, up 1.8 percent from $647.3 million in the prior-year period.

The LAB remains focused on disciplined execution of its growth strategy, with a continued emphasis on improving operational efficiency, diversifying revenue streams, and delivering long-term value to shareholders

Outlook & Growth Strategy

Looking ahead, the Group remains focused on executing its strategic roadmap amidst continued transformation in the marketing and creative services sector. Our efforts are concentrated on expanding and diversifying revenue streams, acquiring new clients, and introducing new service lines that align with emerging market needs. At the same time, we are maintaining a strong emphasis on cost discipline and efficiency.

The integration of artificial intelligence into our operations is expected to further streamline processes and deliver cost savings where appropriate.

Continued investment in content development also remains a strategic priority.

Despite ongoing macroeconomic uncertainty, 2025 has presented key opportunities for us to advance several critical initiatives. Our revenue expansion strategy includes the rollout of our “Five-in-25” content plan, which focuses on the development of five scalable content properties, the geographic expansion of our Agency and Production services, and the monetization of existing financial and intellectual assets to enhance top-line growth.

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SEE ALSO

Meta’s AI Ad Revolution Is A Seismic Shift in the Media Landscape – Its Impact On Caribbean Agencies

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Scotiabank Trinidad And Tobago Declares Dividend Of 70 Cents Per Share For 2nd Quarter

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Scotiabank Trinidad and Tobago Limited (The Group) reported Income After Taxation of $340 million for the 6 months ended 30 April 2025. This represents an increase of $17 million or 5% compared to the 6 months ended 30 April 2024. Income after Tax for the second quarter was $174 million, an increase of $14 million or 9% over the prior quarter’s performance.

This improved profitability resulted in an increased Return on Equity (ROE) of 14.9% and a stable Return on Assets (ROA) of 2.2% over the prior year.

Based on these financial results, Scotiabank Trinidad and Tobago Limited is pleased to declare a dividend of 70 cents per share for the 2nd quarter, for a total of 140 cents for the first half of fiscal 2025. Earnings per Share (EPS) increased to 192.9c with a strong Dividend yield of 5.35%.

Gayle Pazos, the Managing Director of Scotiabank Trinidad and Tobago Limited commented, “I am pleased to report on the Group’s strong financial performance this quarter.

By leveraging digital advancements and optimizing asset allocations, the Group has set a solid foundation for future growth and resilience in an ever-evolving financial landscape.

Income After Tax increased by 5% year on year, driven by core revenue growth. We have achieved significant asset growth of $1.8 billion or 6%, testament to our robust strategies and market positioning. Loans to Customers grew $716 million or 4%, with our investment portfolio growing by $1.6 billion or 27%.

This strong asset growth underscores our commitment to optimizing market conditions and ensuring consistent value creation for our stakeholders. Customers’ Deposits also grew by $1.6 billion or 7%, with digital adoption increasing to 57%. By leveraging digital advancements and optimizing asset allocations, the Group has set a solid foundation for future growth and resilience in an ever-evolving financial landscape.

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CIBC Caribbean Delivers Another Strong Quarter Of Financial Performance

We have maintained our focus on credit quality, and this is reflected in our provision for credit losses of US$2.8 million, which is US$5.1 million lower than the prior year. The reduction was driven by improved economic conditions and our prudent risk management approach.

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CIBC Caribbean has delivered another strong quarter of financial performance with a net income of US$58.5 million for the six months ended April 30, 2025. This result reflects an increase of US$9.6 million or 20% over the prior year’s net income of US$48.9 million. Our continued growth has been driven by higher net interest income, improved credit quality, and disciplined expense management.

Total revenue for the period was US$223.3 million, up US$15.8 million or 8% from the prior year. Net interest income rose by US$10.9 million or 7%, reflecting loan growth and improved margins. Non-interest income also increased by US$4.9 million or 11%, due to higher transaction volumes and foreign exchange earnings.

We have maintained our focus on credit quality, and this is reflected in our provision for credit losses of US$2.8 million, which is US$5.1 million lower than the prior year. The reduction was driven by improved economic conditions and our prudent risk management approach.

Operating expenses increased by US$2.1 million or 2%, primarily due to investments in technology and digital transformation initiatives, in line with our strategy to enhance customer experience and drive efficiency.

Our capital and liquidity positions remain strong and comfortably above regulatory requirements, supporting future growth and resilience.

Mark St. Hill Chief Executive Officer June 12, 2025

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Scotia Group Delivers 19% Q2 Profit Growth, Net Income Hits $5B for the Quarter

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The Following is an extract from Scotia Group Jamaica Limited (SGJ) Quarterly Financial Statements Q2/2025 and Declaration of Second Interim Dividend Payment

Scotia Group reports net income of $9.2 billion for the six months ended April 30, 2025, representing an increase of $665.6 million or 7.8% over the prior year. Net income for the quarter of $5 billion reflected an increase of $797.9 million or 19% over the previous quarter. The Group’s asset base grew by $87 billion or 12.9% to $763.5 billion as at April 2025 and was underpinned by the excellent performance of our loan and investment portfolios.

In furtherance of our objective to continue to return value to our shareholders, the Board of Directors has approved a dividend of 45 cents per stock unit in respect of the second quarter, which is payable on July 17, 2025, to stockholders on record as at June 25, 2025.

Commenting on the Group’s performance, Scotia Group’s President and CEO, Audrey Tugwell Henry said “I am very pleased with our Q2 performance.

Our business continues to grow as we prioritize our clients’ needs, offering them the best financial services and solutions in the market. We are also very proud that our performance has been recognized by renowned international financial publications. Scotiabank Jamaica has been named Bank of the Year 2025 by the prestigious publication, The Banker Magazine, as well as the Best International Private Bank 2025 by Euromoney, and The Best Bank in Jamaica by Global Finance Magazine. These accolades are a testament to the effectiveness of our strategy and the excellence of our people. We are buoyed by these awards and motivated to continue to strive toward our ultimate goal of being our clients’ most trusted financial partner.

Business Performance

All business lines continue to perform well and made significant contributions to the Group. Our retail banking business boasts some of the best solutions in the market and our clients are increasingly choosing Scotia Group for their financing needs. Our flexible retail loans and mortgages offer among the lowest interest rates in the market. Our Scotia Plan loan portfolio grew 14% over the previous year and our mortgage portfolio grew by 24% over the same period.

The Corporate and Commercial Banking unit continues to provide significant support to the business sector. While the uncertainties of the geo-political environment remain a concern, Scotiabank is uniquely positioned to help our clients by leveraging insights from our global bank to support them in navigating the challenges in the market. In Q2, our commercial loan book grew by 7 % over the previous year.

Scotia Investments Jamaica Limited delivered another commendable performance with Assets Under Management increasing by 12% year over year. In March, SIJL’s corporate solutions unit was the lead arranger for a $950 Million bond raise for Fontana Pharmacy. The coordinated collaboration between our corporate banking and corporate solutions business units continue to yield strong results for the Group.

Scotia Jamaica Life Insurance Company (SJLIC) reported an increase in net insurance business revenue of 76% over the previous year driven by the performance of the portfolio. Scotia General Insurance Agency (SGIA) also made strong contributions to the quarter’s results with Gross Written Premiums increasing by 64% and policy sales increasing by 55% year over year.

GROUP FINANCIAL PERFORMANCE

TOTAL REVENUES

Total revenues excluding expected credit losses for the six months ended April 30, 2025, grew by $2.9 billion to $33.4 billion, reflecting an increase of 9.5% over the prior year period. This was primarily driven by the strong growth in our loan portfolio which led to an increase in net interest income of $1.9 billion or 8.5% as well as an increase in other revenue of 13.1%. OTHER REVENUE Other income, defined as all revenue other than interest income, increased by $1.2 billion or 13.1%.

• Net fee and commission income for the period amounted to $3.9 billion, reflecting an increase of $501.1 million or 14.6%. This growth was fueled by higher volumes of client transactions and activities.

• Net insurance revenue increased by $797.4 million or 75.6%, driven by higher contractual service margin releases coupled with lower insurance expenses in keeping with the performance of the portfolio, as well as an increase in transaction volumes stemming from further deepening of our client relationships.

• Net gains on financial assets amounted to $288 million, reflecting a year over year increase of $85.5 million or 42.2%, given improved market performance.

OPERATING EXPENSES

Operating expenses totaled $18 billion as at April 2025 and reflected an increase of $2.6 billion or 16.6% when compared to the prior period. Of note, annual asset taxes recorded during the period totaled $1.7 billion, an increase over 2024 of $140.1 million or 9%. Excluding the reduction in the net pension credit on our defined benefit plans, operating expenses increased by $2 billion or 12.3% year over year.

Additionally, higher billings associated with cash transportation services and deposit processing as well as our investments in technology also contributed to the increase noted in other operating expenses. The Group continues to expand on our digital capabilities geared towards simplifying and streamlining our processes to make it easier for our clients to do business with us.

CAPITAL

Shareholders’ equity available to common shareholders totaled $155.9 billion and reflected an increase of $29.1 billion or 22.9% when compared to April 2024. This was due primarily to the re-measurement of the defined benefit pension plan assets, higher fair value gains on the investment portfolio and higher internally generated profits partially offset by dividends paid.

We continue to exceed regulatory capital requirements in all our business lines, and our strong capital position also enables us to manage increased capital adequacy requirements in the future and take advantage of growth opportunities.

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