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Mayberry Investments Joins John Jackson, In Calling For A Rejection Of Ansa Coating International’s Offer – Updated

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The number of shareholders coming out and publicly rejecting Ansa Coating International Limited’s offer to purchase the ordinary shares in Berger Paints Jamaica Limited, now held by minority shareholders is growing.

Mayberry Investments Limited, noted financial analyst John Jackson, Sagicor Investments, a subsidiary of Sagicor Group which controls more than 10 percent of Berger Paints shares and the Ideal Group of companies, the largest minority shareholder in Berger Paints at 12%+ of the Company, have all voiced their rejection of the $10.88 offer, arguing that the shares are worth much more, suggesting a price range of $11.23 to as high as $20.

Mayberry Investments Joins John Jackson, In Calling For A Rejection Of Ansa Coating International’s Offer 

Mayberry Investments Limited has joined noted financial analyst John Jackson, in calling for a rejection of Ansa Coating International Limited’s (ACI) offer to purchase the ordinary shares in Berger Paints Jamaica Limited (BRG), now held by minority shareholders.
As the majority shareholder, ACI has made a mandatory offer pursuant to section 19 of the Rules Governing Take-Overs and Mergers in the Jamaica Stock Exchange’s (JSE) Rule Book, to purchase the remaining BGR shares on the market.

The company has offered to purchase all remaining BRG shares at a value of J$10.88 or US$0.08485 per share, payable in cash. The offer opened on September 7, 2017 at 9:00 am and is scheduled to close on September 28, 2017 at 4:00 pm.

A group of independent directors of BRG, Pokar Chandiram, Michael Fennell, Warren McDonald and Milton Samuda, citing a myriad of legal and monetary considerations, has advised shareholders to accept the offer made by ACI.

Jackson is questioning why any rational person would recommend that shareholders sell their Berger Jamaica Paints shares for JA$10.88, when the shares are worth more.

Both Jackson and Mayberry are of the firm view that the shares are worth much more, suggesting a price range of $11.23 to as high as $20.

It is against this backdrop that Mayberry has concluded that the price being offered by ACI is well below the current and medium-term projected value of the BRG stock. With this in mind, it is the position of Mayberry that shareholders should reject ACI’s current offer.

It simply makes no logical sense as the offer to buy is not a fair price for the minority shares Jackson remarked in IC Insider.com, indicating that unfortunately, a number of small shareholders are likely to get their wealth sucked out by an awful and unfortunate recommendation by the directors of Berger Paints for them to accept an offer that is clearly not in the interest of minority shareholders. BM

Mayberry Rejects Berger Offer

On July 24, 2017, Ansa Coating International Limited (ACI) purchased 100 per cent of shareholdings in Lewis Berger (Overseas Holdings) Limited (“LBOH Acquisition”). As a result of this acquisition, Ansa indirectly holds 109,332,222 ordinary shares in Berger Paints Jamaica Limited (BRG), which represents 51.01 per cent of the shares in issue.

As the majority shareholder, ACI has made a mandatory offer pursuant to section 19 of the Rules Governing Take-Overs and Mergers in the Jamaica Stock Exchange’s (JSE) Rule Book, to purchase the remaining BGR shares on the market. The company has offered to purchase all remaining BRG shares at a value of J$10.88 or US$0.08485 per share, payable in cash. The offer opened on September 7, 2017 at 9:00 am and is scheduled to close on September 28, 2017 at 4:00 pm.

A group of independent directors of BRG, Pokar Chandira, Michael Fennell, Warren McDonald and Milton Samuda, citing a myriad of legal and monetary considerations, has advised shareholders to accept the offer made by ACI. Chief among their reasons is the likelihood that most shareholders will accept the offer and grant ACI a majority shareholding of over 80 per cent in BRG. This would lead to the JSE de-listing the company from the exchange and ACI has made clear its intention to take the company private.

A company operating outside the ambit of the JSE is not only subject to less stringent information and reporting requirements, but also the minority shareholder must consider the fact that stocks of a delisted company are considerably more illiquid, as there is no recognised trading system to facilitate the buying and selling of the stock and even in cases where such trades are executed, they attract additional taxes.

The independent directors also warned of a possible “squeeze out” at the original offer price if ACI acquires 90 per cent or more of all outstanding shares of BRG, meaning ACI, with that number of shareholdings, could compulsory acquire all outstanding minority shares. The independent directors asserted that there is “very little chance of successfully opposing a compulsory ‘squeeze out’”, based on the advice of their attorneys, Myers, Fletcher & Gordon.

Clearly the independent directors have decided that it is in the best interest of shareholders to accept the offer. Even if ACI does not meet the 90 per cent threshold for a “squeeze out”, a shareholder controlling more than 75 per cent of the votes admissible at a general meeting will be able to pass any ordinary or special resolution without the consent of the minority shareholders. Furthermore, an uncertain dividend policy is also a consideration.

Mayberry Investments Limited (Mayberry) disagrees with the position of the independent directors of BRG, and based on its own valuation of the company, maintains that shareholders should reject the offer made by ACI.

BRG’s performance year to date has shown an increase in revenues and an improvement in profit from operations. The operating profit and net profit margins for the three months ended June 2017 was 6.87 per cent and 5.15 per cent respectively. This performance indicates that the company is benefitting from previous investments that improved processes, lowered energy costs, increased efficiency through plant & machinery upgrades as well as flat raw material costs.

As the local macroeconomic indicators continue to trend upwards, BRG is expected to see an increase in business activity. Revenue from sales is projected to increase, driven by an expansion in the construction industry, which was used as a proxy to project paint sales. Data from The Planning Institute of Jamaica (PIOJ) for the review period April – June 2017 estimated that construction grew by 1.5 per cent. This was due to an increase in building construction, led by the building out of office space to facilitate expansion of Business Processing Outsourcing (BPO).

As the construction industry continues to experience robust growth, BRG stands to improve its sales revenues; BRG continues to be the most dominant player in the decorative paints market and is continuing to increase its market share. The growth in the company’s market share should have a positive impact on revenues and margin.

For the 2017 financial year (FY), revenue is projected to increase by 5 per cent, given the expected expansion in the construction industry and the current marketing campaign to increase market share. Operating profit margin is expected to average 15 per cent for the projected period; this compares to the 2017 year end margin of 15.48 per cent. It is consistent with the investment in equipment to increase efficiency, which should continue to pay off into 2017.

For the FY 2018 year end, BRG’s earnings per share (EPS) is projected at $1.49 (2017: $1.47), while the 12 months projected EPS is $1.50. The stock is currently trading in the area of $11.23 per share as at September 21, 2017 and is projected at $15 for the next twelve months using a P/E of 10 times. Further, BRG has not closed below the price offered of $10.88 since January 30, 2017, which is also below the average price of $14.06 reported since the beginning of 2017.

This puts the buyback price of $10.88 at 37.86 per cent below its medium-term valuation. If accepted, shareholders will forgo an approximated $0.35 per share compared to the current price of $11.23, and an estimated $4.12 per share relative to the projected price of $15. It should also be noted that on the date that the offer opened (September 7, 2017), the stock closed at a price of $12.06, coming from a price of $15.81 as at August 31, 2017.

It is against this backdrop that Mayberry has concluded that the price being offered by ACI is well below the current and medium-term projected value of the BRG stock. With this in mind, it is the position of Mayberry that shareholders should reject ACI’s current offer.

 

It Simply Makes No Logical Sense As The Offer To Buy Is Not A Fair Price For The Minority Shares – Jackson

Noted financial analyst John Jackson, is questioning why any rational person would recommend that shareholders sell their Berger Jamaica Paints (BPJL) for JA$10.88, when the shares are worth more than $20 each,

According to Berger Jamaica directors, a PwC Advisory has stated in the Fairness Opinion, that the consideration under the offer is fair to the shareholders of BPJL from a financial point of view. PwC Advisory review procedures focused on evaluating the fairness of the offer on a stand-alone basis and not relative to the price attributed to other companies included in the Acquisition.

It simply makes no logical sense as the offer to buy is not a fair price for the minority shares Jackson remarked in IC Insider.com, indicating that unfortunately, a number of small shareholders are likely to get their wealth sucked out by an awful and unfortunate recommendation by the directors of Berger Paints for them to accept an offer that is clearly not in the interest of minority shareholders.

There are investors who will not accept it, hence the chance of the offer doing well is slim, especially as the stock has been trading above the offer price Jackson remarked.

The above assessment mirrors IC Insider.com earlier comments that 6 shareholders hold more than 31 percent of the shares and they are unlikely to sell at the offer price.

That would make the possibility of the offer getting shares up to even 70 percent very slim. In addition there are others who won’t sell either Jackson concluded.

Source icinsider.com

 

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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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