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Cover Story : The Battle for Control of Salada Foods

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A deal that left more questions than answers

What did Donovan Lewis, Chairman of Three Bears see in Salada Foods that nobody else saw? How about a pre-tax profit of JA$482,906,847.38

The latter part of 2008 saw Christopher Berry, Chairman of Mayberry Investments and Donovan Lewis, Chairman of Three Bears in a one sided battle for control of Salada Foods. What did they see and know that other players in the market didn’t?

On the 15th July 2008, the announcement on the Jamaica Stock Exchange (JSE) website was that “Salada Proposed A Stock Split”. Salada Foods Jamaica Ltd advised that at a meeting of the company’s Board of Directors to be held on July 22, 2008, the directors would be considering a split of the company’s share.

On the 25th of July in 2008, the following was posted on the JSE website “Stock Split-Salada Foods.”

“The Board of Directors of Salada Foods Limited has advised that the Directors have decided on the following matters at its meeting held on July 22, 2008:
a. To increase the number of authorized shares in the company from ten million four hundred thousand to five hundred million ordinary shares of no par value by the creation of four hundred and eighty nine million six hundred thousand new shares of no par value.
b. From the new shares created the company will issue nine new ordinary shares for every one ordinary share currently held by each member of the company.
c. To call an Extraordinary General meeting of the shareholders’ to be held on August 28, 2008, at 3 p.m., at the Hilton Kingston Hotel to put forward the above stated Ordinary resolutions and
d. To put forward at the meeting Special resolution for the adoption of Articles of Incorporation of the company and cancel the existing Articles and Memorandum in substitution therefore. “
There was no indication from this report what the intention of this move might be; was it to increase the company’s share capital to fund projected growth and expansion, or was it designed to raise funds to pay down expensive debt?.

At the time, the company’s stock was trading between JA$130 and JA$135 per unit having started the year at JA$44 and would go as high as JA$150 before the end of the year on very low trading volumes (see table below). It could therefore be assumed that the stock split was designed to allow the shares to trade in smaller denominations thus attracting more investors. But was this the real value of the stock? Or was this the result of rampant speculation driving the price up?

SALADA MONTHLY
TRADING VOLUMES 2008

Jan 1,899,214
Feb 90,822
Mar 67,615
Apr 14,014
May 29,386
Jun 850
Jul 3,620
Aug 1,149
Sept 1,235
Oct 1,175
Nov 30,150
Dec 94,500

Did the volume of stock trades warrant this kind of move in the stock price? One could hardly take these low levels of trades as a serious bid to wrestle and secure control. Still, more unanswered questions.

What did Salada have to offer?

For the financial period ending September 30th 2008, Salada posted revenues of $393.8M an increase of $51.1M or 14.9% over 2007. Profit before tax was $114.0M compared to $102.6 for the corresponding period in 2007. Net profit attributable to shareholders was $75.3M compared to $68.2M. Earnings per share (EPS) was $7.25 compared to $6.56.

“I can’t think of anything special or specific at the time that would warrant a stock price war and battle for control of Salada foods, other than a good brand name and reasonable good export growth prospects I don’t see much else”, according to one financial analyst when asked the question. That also seemed to be the perspective of a number of other industry watchers. So what really was it? What did Chris Berry and Donovan Lewis, the two players battling for control, see and know that other players in the market didn’t know and could not see? Was this much ado about nothing or was there really something there? Could it be that there was collusion to drive the stock price up?

One senior business executive suggested that Mayberry’s attempt to secure control by offering $32.50 per share for 51 per cent of the coffee company’s near 10.4 million issued shares was not realistic, as Donovan Lewis controlled just over 60 per cent of Salada, and was not likely to sell to Mayberry to give them the desired control.

So, when Mayberry announced a hostile bid for Salada Foods, at $32.50 per share for 51 per cent of the coffee company’s near 10.4 million issued ordinary shares, investors started to take notice. The offer opened on August 30th and closed September 28th last year. At the time, there were 10,388,320 Salada shares outstanding, which would put Mayberry’s cash offer at approximately J$172.2 million.

The Mayberry bid rivalled that of the August 17th 2008 Donovan Lewis-controlled Three Bears’ offer of $25.82 per share for the remaining 39.77 percent of ordinary stock units in Salada. Mayberry said its cash offer had long-term benefits for the company, including profitability growth potential.

There was, as would be expected, varying views by analysts on the offers. According to one published view, “The move to acquire a 51 per cent shareholding in Salada might be an attempt by Mayberry to prevent Three Bears from increasing its shareholding in Salada by as much as 80 per cent and subsequently delisting the company”. However published statements attributed to Donovan Lewis confirmed that he had no intentions of delisting the company, and was only responding to take-over rules triggered by his current holdings. Others felt it could diversify Mayberry’s business and boost Salada’s share price.

Three Bears, which is based in the British Virgin Islands, surpassed the 50 per cent threshold to trigger a mandatory take-over bid when Lewis or companies controlled by him acquired Three Bears from the Caribbean Investment Fund (CIF) at the end of 2006.

The deal gave Three Bears 2,052,000 ordinary stock units in Salada. Lewis, through Three Bears, subsequently purchased a further 2,018,981, ordinary Salada stock units from the CIF. The combined acquisitions gave Three Bears 60.23 per cent ownership of Salada.

Chief Executive Officer of Mayberry, Gary Peart, in published media reports last year was quoted as saying that “his (Mayberry) firm was prepared to offer more than Three Bears as it believes the acquisition of shares in Salada has sound, long-term benefits.”

“We are prepared to offer close to 26 per cent ($6.68) above the Three Bears’ take-over offer because we believe that the acquisition of shares in Salada has sound, long-term benefit. Salada presents the profile and profitability growth potential that we look for in companies to include in our acquisition strategy going forward, though it’s continuing profitability is not a certainty,” Peart also said.

It’s interesting to note that both bids were significantly below Salada’s then market price of $45.

This begged answers to the following questions.

What triggered the stock movement to 45 dollars per share?

Why were the offer prices for the stock below 45, hovering now between JA$26 and JA$32.5 dollars?

What’s the real value of a Salada stock?

And so a bidding war was on for controlling interest in Salada Foods, and as one analyst said, “it could be that Mayberry is banking on the fact that any price below 45 is a good buy and with an expectation that the price may move back up they will be guaranteed a handsome profit on the deal. And with a bidding war now in play with Three Bears, chances are that the prices will begin to move again. So it appears no matter what Mayberry and Three Bears do by virtue of their actions, each may just get the price movement they seek.”


So was the Salada takeover battle an exercise in futility?

“I have over 60 per cent of the shares and I’m not selling. Is he (Chris Berry) really serious?” commented Donovan Lewis, Chairman Three Bears Limited.

The buzz around Salada pushed the stock price to JA$70 per share and in the face of a clear and unequivocal rejection of an offer to buy controlling interest from Donovan Lewis, Chris Berry’s Mayberry Investments was still pushing. The only question to be answered was why?

Given that Donavan Lewis acquired the stock at $25.82 or $161.5m in total value, this represented a whopping $277m gain in less than ten months. Chris Berry did not do too badly either. Mayberry Investments’ 0.3 per cent share holdings made roughly $1.4 million based on the stock price. Investment managers were reported to be saying at the time that the stock price might even climb further to $80.

The Salada Board subsequently announced that Mayberry had served a written notice upon the Company increasing its take-over bid price from J$32.50 per stock unit to J$40.08 per stock unit. The new price valued the Mayberry bid at $212 million. In response, the coffee company called an urgent meeting of its Board of Directors on September 19, 2008 to consider the Mayberry increased offer.

Mayberry’s move was ahead of the Board’s recommendation that shareholders reject the original bid in August of $172 million, or $32.50 per share, to gain fifty-one per cent (51%) of Salada, rivalling the mandatory bid of $25.82 made by controlling shareholder, Donovan Lewis’ Three Bears. The Salada Board said it had undervalued the holdings. At $70 per share, Salada was valued at $727.2 million ($70 times 10,388,330 stock units in issue). At that price, Mayberry’s holding, a negligible 31,250 units or 0.3 per cent of the Company was worth $2.2m; while Three Bears, which owns 60.23 per cent of Salada or 6,256,891 units, was worth $438m.

Not selling

To secure its targeted 51 per cent bid, Mayberry would have to woo Three Bears to sell some of its holdings. Lewis however is reported to have again said that he would not sell neither would he improve his offer, calling the Mayberry offer a futile exercise. “I don’t know what they are trying to do; that doesn’t make sense,” he said. “I have over 60 per cent of the shares and I’m not selling. Is he really serious?”

Mayberry however remained undaunted indicating that it saw value in the stock and that responses to the offer had been fair so far, indicating that the price offer was a result of Mayberry’s re-evaluation of the stock.

Lewis said that even at the new price, Mayberry’s rival offer could not succeed. He said that, “no one at the company had approached him to sell and that the new $40.08 offer was neither worth the time nor the effort.”

However, Peart said Salada is an illiquid stock and that the price could jump significantly either way. He argued that a lot of shareholders had already taken up the offer saying they had been trying to sell their shares for years but could not find buyers.

As 2008 came to a close, Salada stock price reached as high as JA$150 per unit, driven largely by speculations. The Directors of Salada Foods subsequently advised that they would do a stock split and shareholders were to receive a ten to one offer, consistent with the resolutions put forward at the Extraordinary General Meeting.
With the stock price at JA$150 per share, the value of Donovan Lewis’ share holding in the company moved from JA$161,552,925 to JA$644,459,773, a gain of JA$482,906,847. Mayberry’s investments now had a pre-tax profit of JA$2,411,875.
Was this the end game? Your guess is as good as mine.

Additional Sources: Jamaica Gleaner, Jamaica Observer, Jamaica Stock Exchange, Internet sources

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Monarch Pharmacy To Fortify And Strengthen Fontana As The Number 1 Retailer In Jamaica.

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Anne Chang Chief Executive Officer and Director of Fontana Limited has released the following unaudited financial statements for the second quarter ended December 31, 2024, which were prepared in accordance with IFRS Accounting Standards.

Income Statement

The company’s quarterly revenue hit a record $2.7 billion, representing an increase of 15.3% over the $2.4 billion for the corresponding quarter last year.

Revenues increased across all locations, with the Portmore store improving substantially over its prior year.

There were increases in all key metrics – sales by category, scripts, average scripts and number of transactions.

Cost of sales increased by 17.9%, resulting in a gross profit of $1.06 billion, an increase of 11.5% over Q2 last year.

Gross margins for Q2 declined slightly from 40.5% to 39.2% but year-to-date margins remain strong, exceeding year-end margins by over 2%.

Operating expenses increased by 16.2%, ending the quarter at $687.9 million compared to $592.2 million last year.

However, due to the Portmore store contributing only six (6) weeks of expenses in the prior year, the comparison is still not an apples-to-apples comparison. The increased expenses were mainly driven by staffing costs, industrial security guard expenses, retirement provisions for senior staff (2025), and reclassification of our pharmacist salaries to remain competitive with the GOJ.

Despite this, our cost-control efforts in general insurance and utilities have yielded positive results, and we continue to monitor and implement efficiency measures.

Operating profit rose 3.9%, closing at $375.3 million versus $361.3 million last year.

Finance costs declined 21.9%, moving from $54.9 million in Q2 last year to $42.8 million this quarter, mainly attributable to foreign exchange gains on the lease liability (IFRS16).

Other income increased by 25.6% ending the quarter at $43.5 million compared to $34.7 million for the corresponding period last year.

EBITDA grew 11.4% to $448.4 million up from $402.5 million last year, a provision for corporate income taxes of $49.4 million was made for this quarter taking the year-to-date tax provision to $61.3 million. There was no comparable provision in Q2 last year as Fontana only completed the 5 full years on the Junior market and qualified for a 50% reduction in the full tax rate effective January 2024. This resulted in a net profit for the quarter of $326.6 million or 4.3% less than that reported for the corresponding quarter last year. Earnings per share moved from $0.27 last year to $0.26 for Q2 this year.

Balance Sheet Total assets at the end of the quarter stood at $5.7 billion, slightly below the $5.8 billion recorded in the same period last year.

Cash and cash equivalents remain strong at $1.6 billion, down 4.4% from the previous year, reflecting the July 2024 dividend payment of $312.3 million.

Shareholders’ equity grew 9.9% to $3.0 billion, up from $2.7 billion in the prior corresponding quarter.

Outlook

The end of the quarter saw the start of exciting new projects such as the implementation of our new integrated POS system for our pharmacy department along with the kick off of a phased roll out of our new HR software. The team is working assiduously on the due diligence process for our recently announced acquisition of the Monarch chain of pharmacies. We are excited to have Monarch join the Fontana family, expanding our footprint in Jamaica and providing more convenient locations for our growing customer base. With strong cash flows and a healthy balance sheet, we remain well-positioned to capitalize on future growth opportunities that will strengthen the company and our position as the number 1 retailer in Jamaica.

 

For More Information Fontana Limited (FTNA) – Unaudited Financial Statements For Second Quarter Ended December 31, 2024  CLICK HERE

Businessuite 2024 #1 Jamaica Junior Market Company by US$ Profit after Tax Fontana Limited

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Spur Tree Spices Jamaica Records 47% Year-Over-Year Profit Growth

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Profit before tax in the fourth quarter increased to $30M, up from $16.9M for the same period in 2023 despite an extremely challenging year.

The company’s performance demonstrated remarkable resilience and strength in the face of severe adversities. Even more impressively, profit attributable to owners for the period, climbed from $11.5M to $33.1M, a remarkable 187.1% increase. This 47% year-over-year profit growth was achieved despite prolonged environmental challenges that disrupted the agro-processing sector.

The devastation caused by Hurricane Beryl significantly impacted key agricultural crops and infrastructure, with lasting effects still felt across the industry.

Recovery was further hampered by persistent and excessive rainfall throughout the second half of the year, leading to shortages in critical raw materials and increased input costs. One of the hardest-hit crops was ackee, a core product in our portfolio. Repeated weather-related setbacks resulted in reduced yields, strained supply chains, and higher costs, creating additional pressure on operations.

Beyond weather-related challenges, the company also faced escalating costs across the board—including raw materials, packaging, transportation, and energy. These industry-wide cost pressures tested our ability to sustain growth and profitability. However, through strategic planning, proactive decision-making, and supply chain adjustments, we navigated these disruptions effectively.

We identified innovative solutions to manage costs, optimize production, and drive revenue growth, ensuring that we continued to deliver high-quality products to our customers. The exceptional profit growth achieved in the period, not only highlight the strength of our business but also reinforces our commitment to delivering value to our shareholders, even in the harsh and difficult circumstances.

For More Information Spur Tree Spices Jamaica Limited (Spur Tree Spices) Unaudited Consolidated Financial Statements for the Fourth Quarter Ended December 31, 2024. CLICK HERE

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Knutsford Express Courier Service Remains A Strong Contributor

Our courier service remains a strong contributor, providing dependable package delivery seven days a week. We are actively focused on expanding into convenient courier locations and improving service processes to better serve our customers.

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The second quarter reflected stable demand for our core services. Revenue for the period increased by 5.7% to $500 million, compared to $473 million in the corresponding quarter last year. This growth was driven by increased passenger volumes across all routes. For the six-month period, revenue rose 8.8% to $1,050 million, up from $965 million in the comparative period. Continued investments in our coach fleet have enabled us to meet growing customer demand and position the company for sustained growth.

Our courier service remains a strong contributor, providing dependable package delivery seven days a week. We are actively focused on expanding into convenient courier locations and improving service processes to better serve our customers.

Our total assets grew 12.5% to $2,062 million as of November 30, 2024, up from $1,833 million a year earlier, reflecting ongoing investments in expanding our coach fleet and other operational resources.

Looking ahead, we anticipate a rebound in travel demand as headwinds from the recent U.S. election cycle and associated travel advisories subside.

Our strategic investments in capacity expansion, customer convenience, and operational efficiency are expected to drive sustainable growth and enhance customer experience in the second half of the financial year.

Oliver Townsend Chief Executive Officer Knutsford Express Limited

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Jamaican Teas Group Reporting 12% Jump In Net Profit For Q1 December 2024

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The Jamaican Teas Group enjoyed rising sales during the first quarter of the 2024/25 fiscal year and this trend is expected to carry over into the balance of the year.

Manufacturing Division | The highlight for the quarter was the gain in our export sales which rose 38 percent over the prior year. The 6 percent decrease in our local manufacturing sales primarily reflects the high level of sales that took place to Wisynco in the year ago quarter as they built their inventories at the commencement of their new distribution agreement with us which began on Nov 1 2023.

Real Estate Division | Two studio sales were booked this quarter this year versus four in the year ago quarter following the launch of sales at our Belvedere Road project in October 2023. Booked and / or completed sales at the complex have reached the half way stage with 15 studios sold or under contract at time of writing. Retail Division | For this quarter, retail revenues amounted to $219 million, an increase of 10 per cent. This reflects a continuation of the accelerated revenue growth we have seen in our store in recent months.

Investment Division | During this quarter, the prices of stocks on the Jamaica Stock Exchange Main Market increased although prices on the junior market declined. USA Stock Exchanges improved in the quarter. The unrealised gains in our overseas investments were however much lower than a year ago due to declines in the values of our holdings in several home building and construction companies as well as a significant decline in the value of the shares of one of the computer companies we hold. Some of these declines have reversed themselves in January 2025.QWI Investments Limited (QWI) reporting a small net loss of $10 million for the quarter, a significant reversal from their year ago profit of $18 million. While the market outlook is unclear, QWI may not experience profit growth if the profit results of our main investee companies do not continue their improvements over a year ago.

Revenues | JTL’s total revenues for the quarter increased by 9 per cent overall from $840 million a year ago to $913 million this quarter. The reduction in Investment Income mainly reflects the lower unrealised investment gains of QWI referred to above along with higher realized losses recognized from a higher than usual level of share sales undertaken by QWI this quarter. Higher dividend and interest income compared with the year ago period offset some of these unfavourable developments. QWI halved its share portfolio in Trinidad in the quarter due to the disappointing profit outlook of one of its investees. In addition, the company also exited several other investments due to unexpected adverse changes in the business of several of our holdings.

Expenses| The increases in Cost of Sales for the quarter were outpaced by the growth in revenues. As a result our gross profit margin rose from 18.5 per cent a year ago to 20.3 percent this quarter. This improvement arose in part from the consolidation of our two former factory premises into our current factory at Temple Hall which was completed on 31 August 2024. This helped to eliminate expenses duplicated over two premises versus one now. The lower level of low margin real estate sales this quarter also assisted in the margin improvement.

Other expenses were little changed in the quarter except for interest expense which was $4m lower due to lower debt levels and lower interest rates.

Net Profit | Net profit attributable to Jamaican Teas for the quarter was $53 million, a 12 percent improvement from the $47 million profit in the same quarter of the previous year. Total attributable comprehensive income per share was 2.4 cents.

Financial Position| The increase in fixed assets since September 2024 is due mainly to improvements made to the Temple Hall premises. Receivables rose by 15 per, similar to the trend in revenues in the quarter. QWI’s investment portfolio was reduced in size during the quarter due to the share sales referred to earlier. The reductions in inventories reflect real estate sales since Sept 2024 as well as the continuation of right sizing practices in the manufacturing plant purchasing department.

Outlook| The Jamaican economy is heavily dependent on tourism for foreign exchange and employment and its impacts on the wider economy with its linkages to locally produced goods and services. To this end, the continued rebound in visitor arrivals in recent months is encouraging. The recent decreases in interest rates locally will also improve the prospects for our Group.

John Mahfood – Chief Executive Officer/Director Jamaican Teas Group

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Wisynco Q1 Results Impacted By Reduction In Remittances And Softening Visitor Arrivals

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Revenues for the quarter of $14.2 billion represent an increase of 7.2% above the $13.3 billion achieved in the corresponding quarter of the previous year however this fell slightly below our expectations.

The slowdown observed in the first quarter, driven by a reduction in remittances and softening of visitor arrivals, continued throughout the second quarter and was in fact compounded upon by the cool temperatures and significantly more rain than expected, making Q2 one of the rainiest quarters in some time both of which typically impacts fast moving consumer goods consumption adversely.

Gross Profit of $4.7b was 6% greater than the $4.4b of the prior year’s quarter whilst Gross Margin at 32.9% were 40 basis points below the 33.3% for the same quarter last year. The lower Gross Margin when compared to the prior year is attributed primarily to the lower absorption of fixed costs related to lower production volumes. Selling, Distribution & Administrative expenses (SD&A) for the quarter totaled $3.5 billion or 13.5% more than the $3.1 billion for the corresponding quarter of the prior year.

Our SD&A expense to sales ratio was 24.8% for the quarter, or 140 bps greater, when compared to 23.4% in the prior year. The greater SD&A expenses to sales ratios are essentially the result of our expanded Marketing and Sales departments, these increase costs align with our expectations of rolling out the capital expansion. Profit before Taxation for the quarter was $1.2 billion or 18.6% lower than the $1.5 billion of the comparative quarter for the prior year.

For the quarter, after provision for taxes, Wisynco recorded Net Profits Attributable to Stockholders of $991 million ($1.2 billion for the comparable quarter of the prior year), or 26c per stock unit for the quarter compared to 32c per share for fiscal 2024.

On a year to date basis through half the financial year, the business has earned $2.5b in Net Profit after Taxes, a 10.2% reduction year over year. Due to greater non-cash related expenses vs last year, primarily depreciation stemming from the various plant expansions, our EBITDA of $3.9 YTD is down only 4.2% year on year. From a balance sheet perspective, the business ended the quarter with $8.0 billion of cash and investment securities when compared to $11.5 billion in the previous year, the reduction is primarily due to investing an additional $2 billion in plant and equipment. Our working capital ratio remains strong at 2.39.

As we enter the second half of our financial year, we, like other business, are closely monitoring global challenges, including potential tariff regimes and economic disruptions stemming from recent policy changes. Wisynco remains committed to strategic planning to mitigate risks to our operations. Our recent investments in plant and equipment capacity, along with new production initiatives, will enhance our ability to diversify and navigate these challenges effectively.

Andrew Mahfood Chief Executive Officer Wisynco Group Limited – Unaudited financial results for the second quarter ended December 31, 2024, which have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting.

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