Supreme Court sanctions Scotia Group Jamaica scheme of arrangement

KINGSTON, Jamaica—Scotia Group Jamaica Limited (SGJ) has become a wholly owned subsidiary of The Bank of Nova Scotia (Scotiabank) following the Supreme Court of Jamaica’s decision to sanction a scheme of arrangement. Justice Althea Jarrett sanctioned the scheme on Friday, which saw Scotiabank Caribbean Holdings Limited (SCHL) acquire the remaining SGJ shares held by minority shareholders. The scheme became effective after the court order was filed with the Companies Office of Jamaica (COJ). As a result, $63.50 billion or US$397.84 million will be paid by SCHL to minority SGJ shareholders. Investors will now be paid within the next 10 business days, up to November 13. Each shareholder will be paid $75 per share or the United States dollar (USD) equivalent if they submitted a valid currency form as of 2:00pm today. Shareholders owning more than 13,333 SGJ shares should contact the Jamaica Central Securities Depository Limited (JCSD) to set up mandatory payment instructions.This is because cheques above $1 million are no longer issued as of September 1. “The Court’s sanction marks the successful conclusion of an important process and reinforces Scotiabank’s long-term commitment to Jamaica. This transaction reflects our confidence in the strength of the Jamaican market and its continued growth potential,” stated Jabar Singh, president, Scotiabank Dominican Republic and the Caribbean in a press release. Following the completion of the scheme payment to minority shareholders, SCHL is expected to apply to delist SGJ’s shares from the JSE. Scotia Group Jamaica's shares would no longer be publicly traded, and it would become a privately held company. Due to the scheme taking effect, SGJ shares will be suspended from trading effective Monday, November 2. This brings trading in Scotia shares to a close after more than 57 years on the Jamaica Stock Exchange (JSE). Scotia Group Jamaica closed at $70.11 on Friday which made it the largest company by market capitalisation, with a value of $218.15 billion. The stock is up 32 per cent year-to-date. The final result provided by Scotia Group revealed that 80.16 per cent of minority shareholders present at the October 7 extraordinary general meeting (EGM) voted in favour of the scheme, representing 97.70 per cent of the SGJ units cast.The preliminary result indicated that 77 per cent of the minority shareholders present voted in favour. “This is a significant milestone in our journey, and we are grateful to our shareholders for the trust and confidence they have placed in us over the years. While this transaction represents a change in our ownership structure, what remains unchanged is our commitment to Jamaica and to our clients, employees and communities who have been part of our story for more than 137 years,” stated SGJ President and CEO Audrey Tugwell Henry. —David Rose