NCB Bid for GHL Goes Before TTSEC

A May 15 date was set for the T&T Securities & Exchange Commission (TTSEC) to begin hearing a claim that the bid by Jamaica’s NCB Financial Group to acquire Guardian Holding Limited (GHL) breaches this country’s security laws.

The TTSEC launched its investigation of the takeover bid in February following a written complaint by GHL minority shareholder, Peter Permell, filed on behalf of other shareholders, about the offer of US$2.35 per share from NCB. NCB’s acquisition of GHL shares first started in 2016, when the company acquired 29.99% equity interest. On December 8, 2017, through its wholly-owned subsidiary, NCB Global Holdings Limited launched an offer and take-over bid to shareholders of GHL to acquire up to 74,230,750 ordinary shares.

Full acceptance of the offer would result in a cash payment by NCB of up to approximately US$174,442,262 to GHL shareholders who accept the offer. Officials of the Jamaican firm said then that the planned acquisition is aligned with its vision to create a pan-Caribbean diversified financial services conglomerate.

However, Permell and other minority shareholders claim it is illegal for any entity making a take-over bid to enter into any collateral agreement or commitment with some owners of GHL shares at the greater value of US$3.24 than that offered to other minority shareholders.

“At the hearing, a panel established by the TTSEC will review our acquisition of a significant interest in Guardian Holdings Limited and steps to acquire a further interest,” said NCB Financial’s legal counsel, Dave Garcia, in a recent newspaper interview, adding that representatives from the banking group “are also likely to attend”. ¤