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In A Classic Case of Global Gamesmanship Jeffrey Hall Reverse Engineered A Takeover Of PanJam To Create Pan Jamaica Group and Secure a 30% Stake In Sagicor Group Jamaica In One Move.

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The following is a strategic and creative editorial opinion piece relying on published reports on the transaction.

Jamaican conglomerates Jamaica Producers Group Limited (JP) led by Jeffrey Hall and PanJam Investment Limited (PanJam) led by Stephen Facey announced recently that they will merge their operations creating the Pan Jamaica Group Limited. The transaction is expected to be completed within the first quarter of 2023 with both the renamed Pan Jamaica Group and JP remain listed on the main market of the Jamaica Stock Exchange.

Question? Did Stephen Facey’s PanJam acquire Jamaica Producers Group’s sprawling global food, beverage, shipping and logistics operations or did Jeffrey Hall engineer a strategic takeover of PanJam’s global services network of interests in hotels and attractions, business process outsourcing?

Global Gamesmanship

Other media outlets and the entities themselves have described the pending transaction as a “Business Combination”.

That’s what it looks like on the surface, but a closer look will reveal what we at Businessuite are calling a strategically engineered global gamesmanship move, involving the takeover of PanJam, and securing control of a 30% stake in Sagicor Group Jamaica by Jeffrey Hall at Jamaica Producers in one move.

To better understand this position, we need to look closer at the deal structure and a term called Global Gamesmanship or what HBR calls “competing under strategic interdependence,” or CSI.
(https://hbr.org/2003/05/global-gamesmanship)

In an article titled Global Gamesmanship published by Ian MacMillan, Alexander B. van Putten, and Rita McGrath in HBR, they note that “competition among multinationals these days is likely to be a three-dimensional game of global chess: The moves an organization makes in one market are designed to achieve goals in another market in ways that aren’t immediately apparent to its rivals. We call this approach “competing under strategic interdependence,” or CSI. And where this strategic interdependence exists, the complexity of the competitive situation can quickly overwhelm ordinary analysis.”

So how did Jeffrey Hall pull of this chess move?

The Opening – Preparation To Financing The Move.

The amalgamation agreement contemplates two sets of transactions that ultimately give effect to the combination of the major operating businesses of JP with the businesses of PanJam under a single legal entity.

The first set of transactions involves transferring the JP Business to a recently formed entity called JP Global, pursuant to a Scheme of Reconstruction.

International assets and listed securities will be transferred from JP to JP Global in exchange for shares in JP Global such that, upon completion of these transfers, JP Global will have 561,565,133 issued and outstanding ordinary shares.

The Middle Game – Acquisition and Check Mate

The second set of transactions or series of moves involves the transfer of the JP Global Shares by JP to PanJam.

This move involves JP transferring the JP Global Shares to PanJam in exchange for the issue and allotment to JP of the PanJam Exchange Shares. In other words, Hall leverages the value in JP Global to acquire the Shares in PanJam.

This transfer is conducted in accordance with the Amalgamation Agreement where the end result is the combination of the material businesses of PanJam and JP effected by way of an exchange of shares.

To execute the move Hall then allows PanJam to acquire all of the issued share capital of JP Global, and in exchange PanJam issues and allot the PanJam Exchange Shares to JP as consideration for the acquisition of the JP Global Shares.

To facilitate this there was an increase in the share capital of PanJam by the creation of an unlimited number of new ordinary shares, from which the PanJam Exchange Shares will be allotted as a part of the Amalgamation.

Hall’s Check Mate

With this move Hall and JP will become the largest shareholder in PanJam holding 34.5% of the issued ordinary shares. It should be noted that Hall still has control of the stake in JP Global as PanJam would become the sole shareholder of the company. So, what did he really give up?

On completion Jeffrey Hall now in effective control of Pan Jamaica Group will now have JA$112 billion in combined assets and other resources at his disposal.

Although Pan Jamaica Group will initially be chaired by Stephen Facey, Hall as executive vice-chairman and CEO wields far more power, influence and control on the board and his shareholding. He is further supported and strengthen with JP Chairman Charles Johnston and Chief Financial Officer Alan Buckland who are expected to join him on the Pan Jamaica Group board.

But there’s more!

The Endgame – Sagicor Group Jamaica

A major benefit of the merger and transaction is that from Sector Diversification. The combined portfolio of enterprises and interests that will form part of the Pan Jamaica Group (PJG) will straddle four main overlapping business activities of which Financial Services is one.

The portfolio of financial services interests will include associated companies in life insurance, health insurance, pension management, investment management, general insurance, foreign exchange trading, money services, investment banking, commercial banking and micro-finance.

This network of enterprises, has Sagicor Group Jamaica Limited at its core, with a very significant and valuable reach across Jamaican financial markets.

This we believe is the real prize for Jeffrey Hall and Pan Jamaica Group. Hall through Pan Jamaica Group will now own and control a significant 30.2 per cent stake in Sagicor Group Jamaica further boosting his power and influence.

Sagicor Group Jamaica listed on the Main Market of the JSE, will be the largest investment by assets for PJG, with operations in Jamaica, Cayman Islands and Costa Rica. Sagicor is the leading life and health insurer and pension fund manager in Jamaica. It also has operations in investment banking and operates the largest local unit trust.

It owns the fourth largest Jamaican commercial bank by assets, and recently ventured into general insurance and remittances with the acquisitions of Advantage General Insurance Company Limited and Alliance Financial Services Limited, respectively.

Pan Jamaica Group will derive much of its income from its 30% stake in Sagicor Group Jamaica. To secure this revenue stream going into the future Hall will want to have a closer relationship with this company, and will no doubt demand his fair share of the seats on the Sagicor Group Jamaica board of directors.

Hall’s Next Move?

The big question now is what is Hall’s next move and how far will he go. If he can engineer a takeover of PanJam, rolling up his JP into Pan Jamaica Group, why not execute the same strategy, rollup Pan Jamaica Group into Sagicor Group Jamaica?

To do this however he will have to go through Sagicor Financial Company Ltd.

Sagicor Financial Company is a financial services conglomerate operating in the USA, Latin America and the Caribbean region, and importantly is the sole owner of Sagicor Life Inc, which holds 49.11% of Sagicor Group Jamaica.

Given that he already has control over a significant 30.2 per cent stake in Sagicor Group Jamaica Limited, Hall could pick up some more from other smaller holders.

Sagicor Pooled Equity Fund is a connected company, which control another 2.34% of Sagicor Jamaica. Together with Sagicor Life Inc these two parties haves over 51% of Sagicor Jamaica, which would make any move by Hall to take over Sagicor Jamaica highly difficult, but not impossible.

We suspect however, that Hall and Joanna A. Banks, who is set to become the youngest and most powerful woman in corporate Jamaica, will have their hands full for the next couple of years with Pan Jamaica Group. But who knows, who saw the Jamaica Producers Group Limited and PanJam Investment Limited deal coming.

One thing is however clear Jeffrey Hall, CEO and Executive Vice Chairman of the Board of Directors Pan Jamaica Group is arguably one of the most powerful men in corporate Jamaica and the Caribbean.

So Did Stephen Facey’s PanJam acquire Jamaica Producers Group’s sprawling global food, beverage, shipping and logistics operations or did Jeffrey Hall engineer a strategic takeover of PanJam’s global services network of interests in hotels and attractions, business process outsourcing?

To be updated.

 

How Jamaica Producers Group Has Been Organised To Generate Revenues From A Diverse Range Of Business Lines

 

Jeffrey Hall Is Set To Be One Of The Most Powerful Men In Corporate Jamaica And The Caribbean. So, Who Is He?

 

 

Where Will Pan Jamaica Group Rank On The Businessuite Caribbean Top 100?

PanJam Investment And Jamaica Producers Group Join Forces To Form Pan Jamaica Group

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Leadership Conversations

Beware Of Making Decisions Based On Predictions of the Future…..Charlie Munger

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Given Berkshire Hathaway’s great success, you’d think that Munger and Buffett had an uncanny ability to predict the future. The opposite is true: A pillar of their success is their ability to admit they cannot predict the future.

Munger has noted that he’s “never been able to predict accurately. I don’t make money predicting accurately. We just tend to get into good businesses and stay there.” Moreover, Munger didn’t place much stock in experts’ predictions either: “People have always had this craving to have someone tell them the future. Long ago, kings would hire people to read sheep guts. There’s always been a market for people who pretend to know the future. Listening to today’s forecasters is just as crazy as when the king hired the guy to look at the sheep guts. It happens over and over and over.” Source for quotes.

I think about Munger’s perspective whenever I’m tempted to click on some investment guru’s prediction about what the stock market will return or the path of interest rates. If Munger and Buffett, two of the greatest investors of all time, don’t think they can predict the future or listen to expert predictions, why should we behave any differently?

Charlie Munger, the vice chairman of Berkshire Hathaway and Warren Buffett’s business partner, died November 28 — less than a month short of his 100th birthday.

Source: John Jennings Forbes Contributor
I write about investments and issues that affect wealthy families.

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Leadership Conversations

Know The Other Side’s Arguments……Charlie Munger

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Munger cautioned against having an opinion unless you are fully educated on all sides of the issue, which is a specific application of the concept of inversion.

In 2007, Munger gave the commencement speech at the USC School of Law, and in his talk, he warned of “extremely intense ideology because it cabbages up one’s mind.” He told the attendees that whenever he “drifts toward preferring one ideology over another” he forces himself to consider the other side by telling himself, “I’m not entitled to have an opinion on this subject unless I can state the arguments against my position better than the people do who are supporting it. I think only when I reach that stage am I qualified to speak.”

The underlying concept is that it takes work to have an informed opinion, and ideological thinking is lazy thinking. Instead of looking for facts that support your ideological leanings, having a valid opinion involves the often painful task of researching facts that support the other side.

Charlie Munger, the vice chairman of Berkshire Hathaway and Warren Buffett’s business partner, died November 28 — less than a month short of his 100th birthday.

Source: John Jennings Forbes Contributor
I write about investments and issues that affect wealthy families.

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Leadership Conversations

The Power Of Inversion……Charlie Munger

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“Invert, always invert.” – Carl Jacobi, 19th century mathematician

A compelling mental model Munger espoused is inversion, based on Jacobi’s belief that a powerful way to solve math problems is to restate them in inverse form. Munger’s insight is that inversion is robust beyond mathematics; thinking is clarified by considering issues both forward and backward ways.

Most of us think of our goals in a forward direction, as in, “What do I need to do to accomplish my goal?” But it can be powerful to look at it backward by thinking about what we should do to ensure we won’t meet our objective. For example, if you want to lose weight, instead of just thinking about what you need to do to lose weight, it’s also instructive to ask yourself, “What would I do if I didn’t want to lose weight?” Those things might include not exercising, overeating, avoiding fruits and vegetables, and consuming many highly processed foods loaded with sugar. That inverted list can help you decide how to behave to achieve your goals.

Also, as I wrote in “Five Ways to Be a Terrible Investor,” inversion is a mental model that is valuable in shaping good investment behavior.

Charlie Munger, the vice chairman of Berkshire Hathaway and Warren Buffett’s business partner, died November 28 — less than a month short of his 100th birthday.

Source: John Jennings Forbes Contributor
I write about investments and issues that affect wealthy families.

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Leadership Voices

We Always Should Look At Things On A Net Basis.

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“When I elongate the relationship that I have had personally with Dennis and Patrick, and when I think about the relationship that these two gentlemen have had with the organisation, against the background of what we were going through at that moment I said to myself (as I said to Dennis in a WhatsApp chat), ‘We always should look at things on a net basis. You don’t judge a relationship by the ups or the downs in the short run, you look at the net positive over the long run.’ So it was with that in mind I reached out to Patrick,” Lee-Chin noted.

“We’ve had disagreements [in the past] but it was more because we were debating. We’ve never had any emotional angst with each other, never!” he posited.

Michael Lee-Chin, chairman of NCB Financial Group

Source: https://www.jamaicaobserver.com/business/golden-handshake/

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Leadership Voices

This Payday Was The Fulfilment Of A Promise Lee Chin Made To Me

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For Hylton, the payday was the fulfillment of a promise Lee Chin made to him in 2001 when he was headhunted to run the institution.

“But before joining, he said to me in the foyer [of his offices in Burlington, Ontario] right after the negotiations, ‘You need to join us, because this billionaire will make you rich,’ ” Hylton said with a guffaw, triggering the other men in the interview to laugh as well. Asked if Lee-Chin did make him rich, Hylton with an even broader smile only replied, “Well,” and laughed again.

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Former CEO of NCB Financial Group Patrick Hylton.

Source: https://www.jamaicaobserver.com/business/golden-handshake/

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