Businessuite has not yet secured an interview with Jeffrey Hall, but we’re keeping our fingers crossed for early in the new year. But as one former school mate remarked to Businessuite, “Jeffrey was always a bit ahead of his time from high school days”

The big question now is what is Hall’s next move, how far will he go and what’s his end game.

As noted in an earlier article we suspect 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. We think the story is just developing.

So, who is Jeffrey Hall?

Jeffrey Hall CD, BA, MPP, JD was appointed Group Managing Director of JP in 2007 after joining the Board in 2004 and JP in 2002. He currently serves on JP’s Audit, Executive and Corporate Governance Committees. Hall is also Chairman of Kingston Wharves Limited, Blue Power Group Limited, and Lumber Depot Limited, a director of Geest Line Limited, Scotia Jamaica Life Insurance Co. Limited, SAJE Logistics Infrastructure Limited, and Eppley Caribbean Property Fund Limited.

This will all change in the coming days.

Hall has served as Chairman of the Boards of Scotia Group Jamaica Limited, The Bank of Nova Scotia Jamaica Limited, Scotia Investments Jamaica Limited, and has served as a director on the Boards of the Jamaica Stock Exchange and the Bank of Jamaica.

He received his Bachelor of Arts degree in Economics from Washington University, and his Master of Arts degree in Public Policy from Harvard University and his Juris Doctorate from Harvard Law School.

In 2022, he was awarded the Officer of Distinction in the rank of Commander by the Government of Jamaica.

His Sphere Of Power And Influence From Pan Jamaica Group

From all accounts Pan Jamaica Group represents the creation of the quintessential Jamaican conglomerate, a geographically and operationally diversified company focused on value creation for all stakeholders through investment in key sectors of the global economy.

With his final move Jeffrey Hall and Pan Jamaica Group will have JA$112 billion in combined assets and other resources at his disposal. What will he do with it, or better yet what can he do with it?

The transaction as an all-shares transaction, allowed Hall to leverage the JP shares in JP Global to acquire the equity position in PanJam. As a result of this JP will emerge as the largest shareholder with a 34.5 per cent stake in Pan Jamaica Group Limited.

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

Note: The transaction will also see the amending of the Articles of Incorporation of PanJam to grant persons who qualify as having a Significant Shareholding the right to appoint three (3) directors to the Board of Directors and to remove and replace the directors so appointed without the approval of the directors or shareholders of the Company. At the Completion Date there will be two Significant Shareholdings entitled to appoint three (3) directors to the Board, JP and members of the Facey Family who are shareholders of PanJam.

Post Deal Jamaica Producers (JP)

Hall will still have oversight and control over JP, and as a separate entity JP will continue to operate outside the new group. The primary business of JP would become the investment management of its shares in, and proceeds from, the new Pan Jamaica Group. JP business model would change somewhat into an investment company that buys ownership stake in other companies without dealing with the day to day operation each business. As a result, JP is to designate a small team of professionals to manage its portfolio of investments and arrange for ongoing governance.

Post deal JP balance sheet will include the following Assets
• Investment Security 34.5% of PanJam
• Real Property (3 Jamaica and 1 UK)
• Agualta Vale Ltd (Land in St Mary)
• Cash and marketable securities ($1.4bil)
• Along with some liabilities that it will retain

It might be in the best interest of JP shareholders to remove Hall as head of JP so as to avoid potential conflict of interest.

To be updated.

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

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

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.

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

With the onslaught of the novel Coronavirus (COVID-19), the Ministry of Tourism, has been strategizing the recovery of Jamaica’s tourism industry. The goal of this recovery, however, is not to resume the traditional way of doing business, but to use this opportunity to re-imagine and re-invent our tourism product and value chains.

By doing so, we have championed the Blue Ocean Strategy as the theoretical underpinning of this plan of action. This strategy can be defined as the simultaneous pursuit of differentiation and low cost to open new market spaces and create new demand. It is about creating and capturing uncontested market space, thereby rendering competition irrelevant.

It is based on the view that market boundaries and industry structure are not set in cement and can be reconstructed by the actions and beliefs of industry players. To implement a Blue Ocean Strategy, we must re-evaluate the premises that inform our understanding of the industry’s assumptions and shape new business models. We must re-evaluate our understanding of the tourism industry, re-assess what we think our customers need and what we offer them. The goal is to expand the value chain and identify completely new products and markets.

To that end the Tourism Enhancement Fund (TEF) is tasked with establishing a sector-specific, mechanism to support the identification and development of new tourism businesses and new tourism ideas. We are moving to establish the TEF’s Tourism Innovation Incubator.

This Tourism Innovation Incubator is a business development centre for individuals or entrepreneurs who have innovative ideas that can impact the tourism sector. This Incubator will provide a unique and highly flexible combination of services, including business support services, infrastructure; this Incubator will also nurture these entrepreneurs and support them through early stages of development and execution.

I look forward to the successful establishment of this key initiative and the impact that it will have on the future of our local tourism industry.

Tourism Minister, Hon. Edmund Bartlett

Click for more information on the Tourism Innovation Incubator

BLUE OCEAN STRATEGY is the simultaneous pursuit of differentiation and low cost to open up a new market space and create new demand. It is about creating and capturing uncontested market space, thereby making the competition irrelevant. It is based on the view that market boundaries and industry structure are not a given and can be reconstructed by the actions and beliefs of industry players.

“The Dominican Republic is firing, and now Trinidad is firing up. The Trinidad economy has been recovering very nicely and JMMB Bank T&T continues to grow at a faster rate than market. We are really confident that we have a good team in place to drive that growth. We continue to look at opportunities in Central America and the Caribbean; that’s a pipeline that we continue to actively work, and we are hoping for good things,”
JMMB Group CEO Keith Duncan

Proven Group Limited plans to avoid acquisitions this year due to global uncertainty, but will continue to develop real estate projects. It’s the second time since the onset of the pandemic that the firm has adopted a passive approach.

“We want to preserve capital. We operate throughout the Caribbean and there are varying levels of downturn. None has been significant as a percentage, nothing greater than three or four per cent, but there is definitely a slowdown right across the Caribbean, interest rate hikes, inflation and supply chain challenges. So we are not looking for any acquisitions as a result; we are just sitting tight and making the best of our existing portfolio.”
Proven CEO Christopher Williams

Jamaica Producers Group Limited has been organised to generate revenues from a diverse range of business lines and, importantly, a diverse range of markets.

We see the diversity of our business as a strength.

Our Food & Drink business includes premium and travel retail products, as well as everyday snacks and basic food items. These businesses are aligned to general consumer trends such as the focus on health, convenience and provenance, and they serve markets as diverse as the Caribbean and Caribbean diaspora, Northern Europe, North America and Caribbean travel retail and hospitality.

Our logistics businesses, also operating in Europe, the USA and the Caribbean, handle a wide range of commodities, and service a large number of origin and destination markets. Services provided range from shipping and freight forwarding to stevedoring, terminal operations, cold storage and logistics.

We see the diversity of our business as a strength. We are of the view, however, that inflation, supply chain shocks and disruptions to business confidence arising out of war, health-related restrictions, logistics challenges and adverse macroeconomic conditions all present general business challenges in the short term.

Our strategy is to build on our core business capabilities in Food & Drink and Logistics & Infrastructure through active engagement and strategic alignment with key customers, efficiency enhancing capital investment projects and selective acquisitions. Core capital investments in our terminal, cranes and warehousing at Kingston Wharves are designed to expand capacity, gain market share and drive efficiency in our logistics businesses.

Investment in food grade packaging lines, information technology systems, efficiency and hygiene, and health and safety are all expected to bolster the Food & Drink Division in the months ahead.

Based on our acquisition strategy, we will continue to identify other logistics services that support trade with the Caribbean, and Food & Drink businesses in markets that present definite new growth opportunities for the Group.

With shareholders’ equity of $18.4 billion (an increase of 9% relative to the prior year) and cash and investments of $10.9 billion, we believe that the JP Group has the balance sheet strength to support this strategy.

C.H. Johnston Chairman Jamaica Producers Group Limited