NCB ready to deal di­rectly with hold­outs in Guardian takeover:

Jamaica Gleaner - - FINANCIAL GLEANER - STEVEN JACK­SON Se­nior Busi­ness Reporter steven.jack­son@ glean­erjm.com

NCB FI­NAN­CIAL Group and con­test­ing par­ties will seek to re­solve their im­passe over the Ja­maican bank’s takeover bid for Trinida­dian in­sur­ance con­glom­er­ate Guardian Hold­ings Lim­ited at the ne­go­ti­at­ing ta­ble.

They have asked for a sus­pen­sion of the for­mal hear­ings into the mat­ter by the Trinidad & Tobago Se­cu­ri­ties and Ex­change Com­mis­sion, TTSEC, but will re­port back to the reg­u­la­tor once an agree­ment is reached.

A mar­ket fil­ing by NCB at mid­week said the par­ties are aim­ing for an am­i­ca­ble so­lu­tion, but the short state­ment also left open the pos­si­bil­ity that the talks may fail.

Mi­nor­ity own­ers in Guardian are de­mand­ing a bet­ter price than the US$2.35 per share of­fered by NCB, through NCB Global Hold­ings Lim­ited, for their hold­ings.

“NCB Global Hold­ings Lim­ited and other rel­e­vant par­ties, in­clud­ing the staff of the TTSEC, will pur­sue those ac­tiv­i­ties, which will end with ei­ther a res­o­lu­tion of the mat­ter or a date be­ing set for the re­sump­tion of the hear­ing,” said NCB.

Cau­tiously op­ti­mistic

On Thurs­day, Peter Per­mell, a mi­nor­ity share­holder ac­tivist and co-ap­pli­cant in the hear­ing, told the Fi­nan­cial Gleaner he re­mains “cau­tiously op­ti­mistic” about reach­ing an agree­ment and that a mu­tu­ally agreed process has com­menced to­wards this end.

“How­ever, it is at an early but sen­si­tive stage and, as such, it would not be pru­dent nor [am I] at lib­erty to say much more at this time, save and ex­cept that [I] con­cur with the press re­lease is­sued by the NCB Fi­nan­cial Group as it ac­cu­rately and suc­cinctly re­flects the cur­rent ‘state of play’,” said Per­mell when con­tacted for com­ment.

Per­mell de­clined to say when next the par­ties are ex­pected to meet, nor have NCB and TTSEC re­sponded to re­quests for com­ment.

NCB’s offer for a con­trol­ling stake in Guardian was al­lowed to lapse ear­lier this year, de­spite hit­ting the tar­geted subscriptions, due to com­plaints from some mi­nor­ity own­ers that re­sulted in TTSEC con­ven­ing a hear­ing into the takeover bid.

The mi­nor­ity own­ers of Guardian want the Ja­maican bank to ad­just the offer price more in line with what it ini­tially paid large share­hold­ers for a stake in Guardian in 2016.

NCB wants to in­crease its stake in GHL from 29.99 per cent to 62 per cent, in line with an agree­ment struck with the key share­hold­ers when it bought into Guardian in 2016 at US$3.24 per share. The offer to mi­nor­ity share­hold­ers in launched in De­cem­ber was val­ued at US$2.35 per share or some US$174.4 mil­lion.

In the lapsed offer, the Ja­maican bank­ing group, which bid for the GHL shares though NCB Global Hold­ings, re­ceived ac­cep­tances from 535 own­ers of 91.74 mil­lion shares, well clear of the 74 mil­lion shares tar­geted in the offer. Due to the pend­ing case, none of the shares de­posited were taken up by NCB Global.

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