Scotia going private

Scotia Group Jamaica Limited (SGJ) is set to become a private company in the coming months as minority shareholders on Wednesday approved an offer by Scotiabank Caribbean Holdings Limited (SCH) to acquire their shares for $63.50 billion (US$397.84 million). The decision was taken at an extraordinary general meeting (EGM) called by the financial conglomerate at AC Hotel Kingston under a scheme of arrangement as directed by the Supreme Court of Jamaica. At the meeting, minority shareholders were asked to vote on the offer by SCH to purchase their shares for $75 per share and take the company private. The vote was reviewed by scrutineers PwC Corporate Services (Jamaica) Limited. “The resolution was approved by a majority in number of the stockholders being 77 per cent holding 97 per cent of stock units voting in person or by proxy at this meeting, which means preliminarily, the vote has been approved on both counts,” stated SGJ Chairman Vernon Douglas as he delivered the results to a round of applause. The shareholder meeting was attended by more than 300 people comprising mainly older shareholders such as pensioners and a few young investors. Several shareholders asked about a better offer for their shares, with one older shareholder saying the $75 was not good enough, while another said that SCH should go and find more money for the offer. However, institutional shareholders, like pension funds and managed funds, voted to support the offer. There were 334 proxy forms submitted prior to the EGM, with SGJ’s second-largest shareholder, Sagicor Pooled Equity Fund, voting in favour of the scheme. SGJ disclosed last Tuesday that some institutional shareholders entered into voting support arrangements for the offer, which was adjusted from $61.50 to $75. These shareholders represented 21.12 per cent of the minority shares in SGJ. “Today’s shareholder support marks an important milestone and validates the strength of the proposal we put forward. This is a decisive statement of the Caribbean’s strategic importance to Scotiabank and of our confidence in Jamaica’s long-term future. Jamaica is a priority market, and we will continue investing in our business, our people, and the communities we serve,” a press release quoted Scotiabank Dominican Republic and the Caribbean President Jabar Singh on Wednesday. Following the conclusion of the EGM, Scotia executives, including Audrey Tugwell Henry and Maia Wilson, attorney Gina Phillipps Black, and former Scotia Investments Jamaica Limited CEO Lissant Mitchell celebrated with hugs. With the resolution approved by minority shareholders, SGJ and SCH will now return to Justice David Batts on October 30 for the final court hearing to sanction the scheme of arrangement. If the scheme is sanctioned, the court order would be filed with the Companies Office of Jamaica to make the scheme effective. SCH would remit the funds to minority shareholders and become the sole shareholder of SGJ. Shareholders must submit a physically signed currency election form prior to the effective date to be paid in United States dollars. Also, shareholders who own more than 13,334 ordinary shares need to ensure that they have an electronic dividend mandate to be paid over $1 million as, since September 1 Jamaica has stopped processing cheques over that amount. The Jamaican subsidiary will delist from the Jamaica Stock Exchange (JSE) after more than 57 years as a listed company partially owned by Jamaicans. SGJ is currently the most profitable company on the JSE as measured by net profit attributable to shareholders as it reported $16.18 billion. SGJ represented 10.55 per cent of the JSE Main Market and 9.83 per cent of the entire Jamaican dollar equity market as of September 30. It was worth $226.75 billion as of Wednesday, making it the largest company on the JSE by market capitalisation.