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SIJL going private
Scotia Group Jamaica is to make a bid to acquire the 23 per cent of Scotia Investments Jamaica Limited it does not own, taking the investment company private, according to a notice on the arrangement published on the stock exchange website yesterday.
Scotia Investments Jamaica, which is cross-listed on the T&T stock exchange, announced that on June 8 it received a formal written proposal from its parent company, Scotia Group Jamaica Limited (“Scotia Group”) to consider taking Scotia Investments private.
Taking it privately would be done, “by cancellation of the shares held by all the minority shareholders at a price of J$38.00 per share. Under the proposal shareholders whose shares are listed on the Jamaica Stock Exchange will have the option to elect to receive payment in $US based on the weighted average selling rate for $US published by the bank of Jamaica three business days before the settlement date,” according to the notice.
For shares which are cross-listed on the T&T Stock Exchange, the shares would be payable in US dollars and based on the conversion rate.
“The Scotia Group proposal is that the transaction be undertaken by way of a court-approved Scheme of Arrangement under the Companies Act, 2004. Completion of the transaction would therefore be conditional inter alia upon the Scheme of Arrangement being approved by the requisite majorities of the Scotia Investments shareholders prescribed under the Companies Act, 2004 and also approved and sanctioned by the Supreme Court of Jamaica.”
This comes after a meeting of directors who then formed a committee chaired by Audrey Richards, who led a committee of independent directors who were charged with the task of dealing with a possible proposal or offer from Scotia Group in an independent and transparent manner.
EY subsequently reported that a value of J$38.00 per share was within the fair value range for the shares of the company in an arm’s length transaction between a willing buyer and a willing seller.
“Relying on the EY Fairness Opinion and taking into account all relevant circumstances, including the low volumes on which the shares generally trade the Committee of Independent Directors unanimously recommended, to the full board, that the Scotia Group proposal received on 8th June 2017 should be put to shareholders.
“The Board has accepted that recommendation and accordingly, Scotia Investments will be initiating a Scheme of Arrangement to secure the approval of its shareholders and the Court.