A financing deal struck between Jamaica’s NCB Financial Group and large shareholders of Guardian Holdings Limited, GHL, is turning out to be an impediment to the Jamaican banking conglomerate’s takeover of the regional insurance giant based in Trinidad & Tobago.
NCB has made an offer for an additional 32 per cent stake in GHL worth US$270 million through NCB Global Holdings. The offer is partially financed by a US$45-million vendor loan to NCB that covers a fifth of the cost.
However, Trinidad’s finance minister, Colm Imbert says that arrangement struck with the Ahamad family-controlled Universal Investments and Associated Brands Investments Limited controlled by Arthur Lok Jack, would breach that country’s Foreign Investment Act.
Imbert said to avoid breaching the law, the bank needs to pay all the shareholders with cash at the same time.
Additionally, the minister described NCB as a Caribbean company ultimately controlled by a Canadian entity. This would require NCB to apply for a foreign, investment licence as required by non-Caricom entities, he said at a press conference on Friday afternoon that was streamed online.
The banking conglomerate is majority owned by Jamaican-Canadian investor Michael Lee-Chin through various vehicles. Its ultimate ownership resides in Lee Chin’s company Portland Holdings Inc, which is based in Ontario, Canada.
“If you look at the ownership of the NCB, there is one company in Trinidad that is owned by a company in Jamaica that is owned by a company in Barbados that is owned by companies in Canada. If you follow all the way back, then you will see that NCB is under the control of foreigners, non-Caricom citizens,” said Imbert.
“Therefore, the actual investor is Portland Holdings, a Canadian company. So NCB is a foreign investor within the meaning of the act and requires a licence. There is no real problem or issue in respect to granting a licence to NCB in that regard,” he added.
The full implication of the latest disclosures on the status of the offer was unclear up to print time as neither NCB, nor the Securities and Exchange Commission in T&T has responded to requests for comment. Lok Jack said on Tuesday that the key shareholders would adhere to the law and the guidance of regulators.
“It is therefore expected that the Minister’s approval would now be granted, bringing this transaction to closure in the best interest of the thousands of shareholders and Guardian Holdings Limited,” he said.
Leave A Comment