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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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Sygnus Real Estate Finance Strategically Increases Stake In One Belmont From 70% To 86%

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Results of Operations

SRF continued the transition between its first and second investment life cycles with a number of key initiatives, namely:

  • Strategically increased its stake in the 9-storey One Belmont commercial tower asset from 70% to 86%;
  • Increased its investment in income generating third-party real estate investment notes (REINs) by 25.3% to J$2.30 billion; exited J$1.72 billion of investments;
  • Paid its first dividend of J$0.2012 per ordinary share in December 2024.

Primarily as a result of the increased stake in One Belmont, SRF generated a net profit for Q2 2025 versus a loss in the similar period last year, and a lower loss for 6 Months FY 2025 versus the similar period last year.

Book value per share increased 5.0% to J$24.05 compared to J$22.91 last year, given a J$372.06 million or 13.5% increase in retained earnings to J$3.13 billion as at the end of the period.

SRF continued to advance the ongoing execution of interior build-out works for some tenants of the One Belmont property, and the monetization of its partial exit from the One Belmont investment; and advancing the value creation process for the Mammee Bay hospitality asset in St. Ann and the Lakespen industrial asset in St. Catherine.

The Group remains dedicated to executing its strategy of unlocking value in real estate assets to enhance shareholder value.

For Q2 2025, total investment income or core revenues was J$152.25 million compared to negative J$24.35 million for the three months ended February 29, 2024 (“Q2 2024”). While total investment income or core revenues was J$26.59 million for 6 Month FY 2025 compared to negative J$55.31 million for the six months ended February 29, 2024 (“6 Month FY 2024”). This was primarily due to increased lease and other income, a gain on disposal of financial instruments of J$33.73 million, a gain on acquisition of shares in Joint Venture of J$162.20 million, and share of gain on joint ventures of J$39.26 million. The gain on acquisition of shares in Joint Venture resulted from SRF’s strategic decision to increase its exposure to the One Belmont commercial tower. On a net basis, SRF’s overall income from this asset was J$209.95 million for 6 Month FY 2025.

The weighted average fair value yield on REINs was 8.7% compared with 4.3% last year, with the weighted average yield on REINs measured at amortised cost being 14.4% vs 13.5% last year. The increases noted were due to the redeployment of capital into higher yielding real estate investment notes. The weighted average fair value yield on REINs is expected to improve significantly during the current financial year as SRF continues to substantially increase its exposure into third-party income-generating assets.

The weighted average cost of debt was 9.0% compared with 7.6% last year. This result was due to a higher interest rate environment as well as SRF securing longer duration debt. One of the tranches of SRF’s 2024 capital raise has a variable interest rate structure, which becomes effective after the first year which SRF expects to benefit from as market interest rates move downwards.

The share of gain on joint ventures amounted to J$15.63 million for the quarter ending February 28, 2025, compared to a nominal loss of J$0.51 million last year, while the share of gain on joint ventures was J$39.26 million for 6 Month FY 2025 compared to a loss of J$0.81 million last year. This was mainly driven by SRF’s increased ownership stake of 86% of the Audere Holdings Limited joint venture and SRF’s 71.0% ownership in the newly formed joint venture company referred to as 5658 LMR Limited, whose underlying assets are two (2) resort villa properties located in Ocho Rios, Saint Ann.

SRF’s total investment income consisted of various activities aimed at unlocking value from its real estate investment portfolio, namely: interest income, lease income and commitment fees related to REINs; gain or loss on property investments or on exited real estate assets; and share of gain or loss on its joint venture investments.

Due to the nature of its business model, SRF may experience fluctuations or “lumpiness” in total investment income and net profits during interim reporting periods, which usually stabilizes by the end of each financial year, as evidenced by the FYE Aug 2024 results relative to the interim quarterly performance. The Group uses independent appraisers to value its investment assets annually. All investment properties are USD investment assets which are converted to JMD for financial reporting purposes. SRF’s key strategic assets are held via wholly owned subsidiaries or joint ventures.

For the three months ended February 28, 2025, net investment income or core earnings was J$66.75 million versus negative J$113.22 million last year. While for the six months ended February 28, 2025, net investment income or core earnings was negative J$160.21 million versus negative J$228.10 million last year. The increase recorded during the quarter was mainly attributable to SRF’s gain on its acquisition of additional shares in Audere Holdings Limited, increasing its stake in the joint venture from 70% to 86%. For FYE August 2024, SRF generated J$508.50 million in net investment income.

Net profit for Q2 2025 amounted to J$38.24 million relative to a loss of J$187.15 million last year, while net loss for 6 Month FY 2025 amounted to J$197.45 million vs a loss of J$320.13 million in the corresponding period last year. The improvement for both periods was mainly due to gains on investments executed during the quarter. SRF generated an average annual return on equity (ROE) of 19.1% over the past five years of its first investment life cycle through the end August 2024.

Basic earnings per share (EPS) was J$0.12 for Q2 2025 relative to negative J$0.57 last year, while diluted EPS was identical to basic compared to negative J$0.53 last year.

Basic earnings per share (EPS) was negative J$0.60 for 6 Month FY 2025 relative to negative J$0.98 last year, while diluted EPS was identical to basic compared to negative J$0.91 last year.

Similarly, basic core earnings or net investment income per share (NIIPS) was J$0.20 for Q2 2025, compared with negative J$0.35 last year. For 6 Month FY 2025, basic core earnings or net investment income per share (NIIPS) was negative J$0.49, compared with negative J$0.70 last year.

Dr. Ike Johnson Director Sygnus Real Estate Finance Limited 

For More Information on Sygnus Real Estate Finance Limited (SRF) Unaudited Financial Statements Quarter Ended February 28, 2025(Q2-2025) CLICK HERE

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Express Catering’s Outlook Is For An Excellent Summer Season

The winter season is now ending but the outlook is for an excellent summer season and we are ready to serve our many patrons.

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Ian Dear CEO and Director Of Express Catering Limited (ECL) Has Released The Following Third Quarter Interim Report On The Operations Of The Company For Fiscal 2025. The Report Is For The Quarter And Nine Months Ending February 28, 2025.

Total passengers accessing the post security departure lounge of the Sangster International Airport during the Third Quarter was 652,656. This generated revenue of US$7.43 million for a spend rate per passenger of US11.38.

For the similar Quarter in the prior year, 705,116 passengers accessed the departure lounge. Total revenue of US$7.04 million was earned at a spend rate per passenger of US$10.05.

Despite the decline in passenger totals, total revenue and spend rate improved. The improvement in spend rate is particularly important as the increase was significant and is a result of the strategic measures that the company has been implementing over time.

Net profit earned for the Quarter was US$1.77 million for an EPS of 0.108 US Cents per share. This is compared to a net profit of US$1.06 million for an EPS of 0.065 US Cents for the similar period in the prior year.

For the nine months to date, the passenger total was 1.80 million. This generated revenue of US$18.89 million for a spend per passenger rate of US$10.49. The metrics for the similar nine months in the prior year were passenger total of 1.96 million passengers, revenue of US$18.67 million and spend rate of US$9.53.

Net profit for the nine months was US$3.22 million for an EPS of 0.197 US Cents. Net profit earned for the similar period in the prior year was US$2.09 million, for an EPS of 0.127 US Cents. Dividend declared and paid for the fiscal year to date was just over US$1.00 million.

Of all the cost categories, Cost of Sales (COS) continues to be our best area of savings for the Quarter and year-to-date positions.  This category registered just under seven percentage points improvement for the Quarter and just under five percentage points improvement for the nine months. The improvement was a combination of price increases, better portion controls, as well as improved supply chain agreements. The team intends to build on the trend for the rest of the year.

Savings were also recorded in Salaries and Wages, in line with the previously stated intention to better utilize this resource. There was also a shift in cost allocation from property rental expenses to lease amortization, in line with the increase in Lease Obligation under IFRS 16 rules. The team continues to review all cost categories for additional savings.

The winter season is now ending but the outlook is for an excellent summer season and we are ready to serve our many patrons.

For More Information CLICK HERE

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Knutsford Express Charts Strategic Course Amid Profit Decline and Operational Investments​

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Knutsford Express Services Limited (KEX) has released its unaudited financial statements for the third quarter ended February 28, 2025, revealing a nuanced financial landscape. While the company experienced a modest revenue uptick, net profits have seen a significant decline, prompting strategic shifts in operations and investments.​

Financial Performance Overview

For the third quarter, KEX reported revenues of J$593 million, marking a 4.8% increase from J$566 million in the same period last year. Over the nine-month period, revenues rose by 7.3%, reaching J$1.643 billion compared to J$1.531 billion previously.

Despite these gains, net profit for the quarter plummeted by 54.9% to J$49 million, down from J$111 million in 2024. The nine-month net profit also declined by 36.8%, settling at J$170 million from J$269 million in the comparative period.​

The company attributes the profit downturn to lingering effects of subdued passenger arrival numbers in Jamaica. Additionally, increased administrative expenses, particularly in staff costs, have impacted profitability. In the first quarter of 2025, administrative expenses rose to J$520 million, affecting net profits despite a revenue increase to J$592 million.

Strategic Investments and Operational Enhancements

In response to these challenges, KEX is investing heavily in fleet expansion and digital transformation. The company plans to inject J$500 million over the next three years to upgrade its bus fleet and implement advanced digital systems . This includes the introduction of airport-style departure gateways and digital ticket-checking kiosks, aimed at enhancing operational efficiency and customer experience.​

The Drax Hall depot in St. Ann has become a focal point for these innovations, serving as a prototype for the new passenger processing model. CEO Oliver Townsend emphasized the importance of these investments, stating, “We’re redoubling our investments and efforts on the core business and on initiatives that will improve our customer’s satisfaction”

Service Portfolio Adjustments

KEX is also refining its service offerings to align with market demands. The company announced the discontinuation of its international shipping and e-commerce service effective October 7, 2024, due to a 10% decline in revenue from overseas courier services . This strategic move allows KEX to focus on its core transportation and local courier services, which continue to be significant revenue streams.

Outlook

Despite current profitability challenges, KEX maintains a strong asset base, which grew by over 10.7% in the third quarter, reaching J$2.113 billion from J$1.926 billion the previous year. The company’s commitment to enhancing operational efficiency and customer satisfaction positions it for potential recovery and growth as market conditions improve.​

Conclusion

Knutsford Express is navigating a complex financial environment with strategic investments in infrastructure and technology. By focusing on core services and operational excellence, the company aims to bolster its market position and return to robust profitability in the coming periods.

For More Information CLICK HERE

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One on One Educational Services remains focused on strengthening One Academy

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Michael Bernard Chairman One on One Educational Services Limited has released the following unaudited financial statements for the 2nd quarter ended February 29, 2025.

Statement of Comprehensive Income Summary: 

Over the six months ending February 2025, company revenue was J$169.9 million, up from J$111.4 million for the six months ended February 2024. This represents a 52.5% increase over the comparative period, primarily due to the expansion of One Academy, which provides personalized educational solutions for schools, teachers and students. Additionally, the company retained its core annual recurring business from existing contracts, further strengthening revenue growth.

For the second quarter of 2025, revenue reached J$78.0 million, reflecting a 37.6% increase over the same period in the prior year. This growth was attributed to the expansion of One Academy and its ability to deliver personalized solutions through advanced technology, enhancing the accessibility and effectiveness of digital education.

Direct costs for the second quarter amounted to J$22.5 million, an increase of J$4.5 million compared to the previous year. This resulted in a gross profit of J$55.5 million, up 43.5% yearover-year. The increase in direct costs was primarily driven by expenditures related to One Academy’s live streaming of classes across the island  from the company’s central studio. Over the six-month period, direct costs also saw a 45.3% uptick due to one off investments in hosting infrastructure services and the installation of equipment and accessories to facilitate One Academy’s implementation of live classes. While these expenses have contributed to short-term cost increases, they are a strategic investment aimed at driving long-term value creation.

Administrative and selling expenses decreased by J$24.2 million, or 21.5%, over the six-month period, while the second quarter recorded a 19% decline over the comparable 2024 quarter. This reflects the benefits of cost-cutting initiatives aimed at improving operational efficiencies and financial discipline.

A taxation charge of J$226 thousand was recognized for the second quarter, primarily due to deferred taxation, bringing the six-month tax charge to J$894 thousand. The quarter closed with a net profit of J$7.2 million, a significant improvement compared to the net loss of J$19.9 million recorded in the same quarter last year. For the six-month period, net profit reached J$18.4 million, a strong turnaround from the J$41.4 million net loss over the comparative period.

Statement of Financial Position Summary:

Total assets grew to J$662.6 million at the end of the six-month period, reflecting an 8.2% increase from J$612.3 million in the prior year. This growth was primarily driven by investments in non-current assets, particularly the development of intangible assets. Total equity also strengthened, rising to J$423.4 million from J$362.6 million, supported by the company’s improved financial performance. This shift has allowed the company to move from an accumulated deficit of J$51 million to an accumulated surplus of J$9.5 million compared to the previous year. While, total liabilities reduced marginally by 3% year over year.

Statement of Cash Flow Summary:

The cash flow summary for the second quarter of 2025 highlights a substantial improvement in financial performance compared to the same period in 2024. Operating activities generated J$121.5 million in cash flow, while investing activities had reduced outflows. Additionally, financing activities reflected the company’s efforts to pay down loan obligations. These factors contributed to a net cash increase of J$66.7 million, leading to a stronger closing cash balance of J$110.0 million. This improvement underscores the company’s enhanced cash flow management and liquidity position.

During the quarter, the company remained focused on strengthening its One Academy suite of product offerings. This included the continued live streaming of lessons into high schools in Jamaica. Furthermore, the company leveraged its personalized solutions by developing a testing mechanism that allows schools to assess student performance effectively. This solution empowers schools with comprehensive student assessments, enabling the creation of targeted intervention strategies to improve learning outcomes.

In addition, investments continued in enhancing software architecture, particularly the further development of the integrated Education Management Information System (EMIS) and Learning Management System (LMS). These strategic initiatives reinforce the company’s commitment to advancing education delivery through technology, fostering impactful and accessible learning solutions.

These results reflect the company’s commitment to financial sustainability and operational efficiency while positioning itself for continued expansion and long-term success

For More Information CLICK HERE

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JSE launches Green Bond Plus Platform

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