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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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Tyrone Wilson Returns to iCREATE LIMITED In Dramatic Fashion Played Out At Annual General Meeting

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iCreate Limited (“iCreate” or “Company”) recently held its Annual General Meeting (“AGM”) on Friday, November 24, 2023 for the financial year ended December 31, 2022. Upon the demand of a poll and after the ordinary and special resolutions were voted on by the shareholders, the results of each resolution are as follows: –

Resolution No. 1
“THAT the Reports of the Directors and Auditors and the Audited Financial Statements for the year ended December 31, 2022 be received and adopted.”
Result: This resolution was passed by a majority of the shareholders in attendance. There were no votes recorded against the passage of this resolution.

Resolution No. 2 (a)
“THAT the Directors, retire by rotation upon the expiration of one year (1) year and be re-elected and appointed by a single resolution.”
Result: This resolution was not passed as a majority of the shareholders voted against same.

Resolution No. 2 (b)
“THAT Ms. Arlene Martin who retires by rotation and being eligible for re-election be and is hereby reelected and appointed as a Director of the Company.”
Result: This resolution was not passed as a majority of the shareholders voted against same.

Resolution No. 2 (c)
“THAT Mr. Ricardo Allen who retires by rotation and being eligible for re-election be and is hereby re-elected and appointed as a Director of the Company.”
Result: This resolution was not passed as a majority of the shareholders voted against same.

Resolution No. 2 (d)
“THAT Mrs. Dainya-Joy Wint who retires by rotation and being eligible for re-election be and is hereby reelected and appointed as a Director of the Company.”
Result: This resolution was not passed as a majority of the shareholders voted against same.

Resolution No. 2 (e)
“THAT Mr. Larren Peart who retires by rotation and being eligible for re-election be and is hereby re-elected and appointed as a Director of the Company.”
Result: This resolution was passed by a majority of the shareholders in attendance. There were no votes recorded against the passage of this resolution.

Resolution No. 2 (f)
“THAT Mr. Ivan Carter who retires by rotation and being eligible for re-election be and is hereby re-elected and appointed as a Director of the Company.”
Result: This resolution was not passed as a majority of the shareholders voted against same.

Resolution No. 2 (g)
“THAT Mr. Adrian Smith who retires by rotation and being eligible for re-election be and is hereby re-elected and appointed as a Director of the Company.”
Result: This resolution was passed by a majority of the shareholders in attendance. There were no votes recorded against the passage of this resolution.

Resolution No. 3
“THAT the remuneration of the Directors be determined by the Board of Directors upon their re-election for the ensuing year.”
Result: This resolution was passed by a majority of the shareholders in attendance. There were no votes recorded against the passage of this resolution.

Resolution No. 4
“THAT CrichtonMullings & Associates, Chartered Accountants, having agreed to continue in office as auditors, be and are hereby appointed Auditors of the Company, to hold office until the next Annual General Meeting at a remuneration to be fixed by the Directors of the Company.”
Result: This resolution was not passed as a majority of the shareholders voted against same.

Resolution No. 5
“THAT Article 99 of the Company’s Articles of Incorporation be amended, approved and adopted by the Company to permit for the retirement, re-election and appointment of Directors to be done on a three (3) year rotation and the Directors be authorised and directed to register such amendment to the Company’s Articles of Incorporation with the Office of the Registrar of Companies as the Board of Directors of the Company may deem appropriate after receiving requisitions from the Office of the Registrar of Companies Registrar, by replacing and/or amending Article 99 to provide as follows: –

“At the first Annual General Meeting of the Company all the Directors shall retire from office, and at the Annual General Meeting in every subsequent year, one-third of the Directors for the time being or, if their number is not three (3) or a multiple of three (3), the number nearest one third (1/3) all of the Directors for the time being shall likewise retire from office.”

Result: This resolution was not passed as a majority of the shareholders voted against same.

Upon Notices being submitted to the Company of the proposal to nominate Mr. Tyrone Wilson at the AGM as a Director of iCreate and his acceptance thereof, this resolution was transacted under any other business which could be properly be brought before the AGM. This resolution was moved and seconded and put to a vote by the shareholders. The resolution was passed by a majority of the shareholders in attendance. There were no votes recorded against the passage of this resolution and Mr. Wilson was subsequently appointed as a Director of the Company with immediate effect.

The status of the Company as at November 24, 2023 is as follows: –
1. Directors: Mr. Tyrone Wilson (non-independent executive director);
Mr. Larren Peart (independent non-executive director); and
Mr. Adrian Smith (independent non-executive director)
2. The Company is without an Auditor.
The Company will be filling the casual vacancies in short order and securing the services and appointment of an Auditor so as to ensure compliance of the relevant sections of the JSE Junior Market Rules.

The Company wishes to express its gratitude to the shareholders who attended and participated at the AGM and its Management team.

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NCB Financial Group 2023 Consolidated Net Profit Attributable To Stockholders Of Parent Down 68%

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Robert Almedia Interim Group Chief Executive Officer has released the following Fourth Quarter 2023 results for NCB Financial Group Limited (NCBFG) and its subsidiaries (the Group) for the year ended September 30, 2023.

NCBFG reports consolidated net profit of $15.3 billion for the year ended September 30, 2023, a 56% or $19.8 billion decline from the prior year.

Consolidated net profit attributable to stockholders of the parent totalled $7.6 billion, a reduction of $16.3 billion or 68% from the prior year.

For the quarter ended September 30, 2023, the Group reported net profit of $1.6 billion, a $5.8 billion or 78% decrease from the June 2023 quarter.

Net loss attributable to stockholders of the parent for the September 2023 quarter was $2.1 billion, $7.6 billion lower than the previous quarter.

Stockholders’ equity of $223.7 billion increased by 16% or $30.5 billion.
Equity attributable to stockholders of the parent totalled $170.4 billion, up 17% or 424.3 billion over the prior year.

The net result was impacted by significant non-recurring events, primarily related to strategic restructuring activities.

NCBFG remains firmly committed to sustainable growth and continued success. The Group begins the new fiscal year in a strong position given the actions taken in the fourth quarter,
which will result in significantly reduced operating expenses, improved operational efficiency and effectiveness as well as a stronger more efficient capital position.

Our dedicated team, with their unwavering commitment, continues to be instrumental to the Group’s success and stability. We are confidently poised to enhance shareholder value and secure a prosperous path for the Group and our valued stakeholders and remain enthusiastic about the opportunities that lie ahead.

Restatement
There was a restatement of the prior year’s results in our Life and Health Insurance and Pension Fund Management (LHP) segment and in the Holding Company. The restatement in LHP segment was due to a non-recurring actuarial adjustment of $4.3 billion, previously booked in the December 2022 quarter in relation to the 2022 financial year. The restatement in the Holding Company was in relation to certain staff benefits.

Group Performance
Operating income of $137.3 billion declined by $8.0 billion or 6%. This was primarily as a result of events in our LHP segment. Additionally, during the September quarter the Group made significant leadership and other changes, which resulted in restructuring and separation costs.

The reduced revenues, in addition to increased operating expenses impacted most of our key performance metrics.
Return on assets (ROA) and return on equity (ROE) declined to 0.71% from 1.76% and 4.80% from 15.53%, respectively. The cost to income ratio increased to 82.54% up from 71.40% in the prior year.

The decline in these metrics is due to certain non-recurring events. There is a renewed commitment to enhancing operational efficiency, optimising asset utilisation and reducing costs.

For More Information CLICK HERE

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Jetcon Corporation Ends Third Quarter Of 2023 With Loss Of JA$7.1M As Management Explores New Vehicle Sales

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Jetcon Corporation ended its Third Quarter of 2023 with a loss of JA$7.1million, compared to a JA$$12M profit in the same period last year. This as sales continues its trend downwards to be roughly half those of last year.

Jetcon’ s statement of comprehensive income for the second quarter ended June 30, 2023 also showed a loss of JA$3.50M. This management said was due to prudent fiscal policy adopted by the company in the month of April 2023. This saw the company disposing of 10 vehicles which it carried on the books that were haemorrhaging in value. If these vehicles were sold at market value the company’s profit would have been $8.99 Million.

Jetcon also ended that second quarter with revenue decreasing 27 percent, to JA$184M, compared with the same period in 2022 and 28 percent for the half year to JA$363M. This according to management was mostly due to increased rates by the Bank of Jamaica which saw lenders preferring to invest available funds with the Bank of Jamaica rather than lending to those wishing to purchase vehicles.

Third Quarter Inventories totaled $419million, while receivables totaled $93million.

The company continues to grow inventory of solar equipment as they push to diversify operations to make it more resilient to economic shocks.

While used vehicle sales continue to stagnate, management is nevertheless beginning the exploration of new vehicle sales, a market which has seen increased sales year-on-year.

For More Information CLICK THIS LINK

 

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A.S. Bryden & Sons Holdings Limited Lists On The JSE’s Main Market And USD Equities Market

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A.S. Bryden & Sons Holdings Limited, a Trinidadian company acquired by Seprod Limited, officially listed its ordinary shares on the Main Market of the Jamaica Stock Exchange (JSE) and its Class A Preference Shares on the JSE USD Equities Market on November 10, 2023, by Introduction. The Company being the first to list on the Main Market and USD Equities Market of the JSE in 2023. The Company commenced trading of the ordinary shares under the short name ASBH at a price of JA$22.50 on the Main Market and the Preference Shares under the short name ASBH6.00 at a price of US$1.00 on the USD Equities Market.

ASBH is the 52nd company to list on the JSE’s Main Market, 14th company on the USD Equities Market and the 102 company listed overall on the JSE. The listing of A.S. Bryden & Sons Holdings Limited has increased to twelve (12), the new securities that are listed on the JSE since January 2023.

“The total money raised on the market shows that equity capital is the way to finance your business, especially during a high interest rate regime, said the delighted Group Business Development Manager of the Jamaica Stock Exchange, Mr. Andre Gooden, in his welcoming remarks at the Listing Ceremony. He informed the audience that the market capitalization of ASBH at $31.27 billion had increased the market capitalization of the Main Market to over $1.61 trillion and the overall market capitalization of the JSE’s combined markets to $1.8 trillion. Mr. Gooden added that since the start of the year, a total of JA$18.74 billion (approximately US$122.12 million) was raised by way of Initial Public Offers (IPOs), Additional Public Offer (APO) and private offers.

Describing the JSE as the most vibrant stock exchange in the Caribbean in which to participate, Mr. Richard Pandohie, Chief Executive Officer of A.S. Bryden & Sons Holdings Limited, in his remarks to the audience revealed that the Bryden Group which had been in private hands for 99 years, as part of its 100th year Anniversary, was allowing investors to participate in its journey. He also described the Company as being part of the fabric of Trinidad and Tobago and noted with satisfaction that 54% of the employees had chosen to buy shares in the Company.

“Today we are witnessing a major milestone in the evolution of the Seprod Group allowing investors to participate in its journey,” said Mr. Pandohie. He said that ASBH is the biggest acquisition in the history of the Seprod Group and added that the public and investors across the Caribbean can anticipate more big plans from the Company. He disclosed that the Company was in the process of building a US$30m distribution centre in Trinidad and will be expanding its footprints in Guyana and Barbados. Mr. Pandohie further explained that the current listings of shares on the JSE was not about raising funds at this time but to position the Company to efficiently access capital if the need arises. In highlighting the growth of the Company since its acquisition by Seprod Limited, Mr. Pandohie stated that ASBH workforce had expanded from 1,263 to 1,565. He gave huge thanks to the employees, JSE, Financial Services Commission, NCB Capital Markets Limited (broker), the professional service providers, business partners, investors and customers for the unwavering support given to the Company.

In his remarks, Mr. Alex Johnson, Manager – Origination & Structuring at NCB Capital Markets Limited, the broker of the listing, congratulated ASBH for successfully listing on the JSE and for choosing NCB Capital Markets Limited as their broker. He further remarked that it was fitting that the JSE was chosen as the platform to go public as the Company commemorates its 100th year anniversary. He further tipped the audience that Seprod Limited had been consistent in paying dividends and hence he sees current and future new investors also receiving significant benefit from investing in ASBH’s shares, its newest subsidiary.

About A.S. Bryden & Sons Holdings Limited (ASBH)
A.S. Bryden & Sons Holdings Limited was incorporated in Trinidad and Tobago on July 1, 1999. The Company serves as the non-operating parent company of the Bryden’s Group of Companies. A.S. Bryden & Sons Holdings Limited (“A.S. Bryden”) is a consumer products distributor in Trinidad and distributes food, pharmaceuticals, hardware, houseware and industrial equipment. It is a partner of choice for global principals and has its own brands. It has significant market share in Trinidad with smaller presence in Barbados and Guyana. A.S. Bryden operates through three principal operating subsidiaries A.S. Bryden & Sons (Trinidad) Limited (“ASBT”), Bryden pi Limited (“Bryden pi”) and F.T. Farfan Limited (“F.T. Farfan”).
Seprod Limited is the majority shareholder.

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ansa McaL Group’s Results Exhibiting Continued Excellent Recovery Over Nine-Month Period Ended 30 September 2023.

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A. Norman Sabga chairman ansa McaL Limited Has released the following unaudited financial statements for the quarter ended September 30th, 2023.

Over the nine-month period ended 30 September 2023, the Group’s results continued
their excellent recovery:
• Revenue increased to $5.170 billion ($4.716 billion – 2022)
• PBT increased to $468 million ($139 million – 2022)
• EPS increased to $1.63 ($0.00 – 2022)
• Total assets grew to $17.903 billion ($17.570 billion – 2022)
• Our gearing ratio decreased to 7.4% from 8.2% as at December 2022

Our Banking and Insurance businesses delivered a strong performance during this reporting period with interest and investment income returning to pre-2019 levels and the investment portfolios producing positive non-cash mark to market gains reversing non-cash losses in 2022.

Our Beverage, Construction and Distribution businesses demonstrated strong top line growth but were impacted by nonrecurring increased input costs due to buy decisions to secure supply chains amidst global disruptions.

Our Automotive operations performed well increasing both revenue and profitability year on year.

We are resolute in achieving our ambitious 2X objective to double the Group’s size and scale by 2027 and have made strategic generational investments in support of attaining this goal.

Our newly commissioned, state-of the-art returnable bottling line at Carib Brewery will enable increased capacity for exports, ensure consistent production of high-quality beverages with greater operational efficiency, reduced waste and lower water and energy
consumption. This significant investment underscores our deep commitment to the circular economy, with its focus on re-use and re-cycling.

At ANSA Chemicals, we are in the early stages of a 50% chlor-alkali plant expansion which will assure its ability to supply 100% of the chlorine needed to provide clean and potable water to the entire CARICOM Region. We expect this expansion to be completed by March 2024.

The performance at COLFIRE has improved noticeably post-acquisition laying the foundation for growth and innovation in the Insurance sector.

The Group is underpinned by a resilient balance sheet which makes us well positioned to pursue organic and acquisitive opportunities. Our diversified portfolio stands us in good stead to weather any challenges which lie ahead in a world where disruption has become the norm.

For More Information CLICK THIS LINK

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