Thursday 23 January, 2020

NCB successfully closes offer for Guardian takeover

NCB Financial Group chairman Michael Lee-Chin

NCB Financial Group chairman Michael Lee-Chin

NCB Financial Group has successfully closed the offer to acquire majority shares in Trinidad and Tobago-based insurance giant, Guardian Holdings Limited (GHL).

The offer, to acquire up to 74,230,750 in the Trinidad and Tobago-based GHL closed a day earlier than its fourth extension of (Friday) May 3, 2019, NCB said in a statement.

Up to the publication of NCB’s notice on Thursday, the company said that the latest tally of GHL shares deposited by GHL shareholders in response to the offer was approximately 118,517,936 shares - which together, with its existing shareholding represents approximately 81.07 per cent of the outstanding GHL shares.

NCB, however, intends on growing its stake in GHL to 62 per cent.

Given that the number of shares deposited pursuant to the offer exceeds the offer shares, the GHL shares deposited will be taken up by the NCB on a pro-rated basis according to the number of GHL shares deposited by each GHL shareholder, NCB said.

Total consideration to be paid by NCB for the additional 143,777,991 shares in GHL is US$207,103,792.50 by May 13.

“The offeror expects that the GHL shares deposited by shareholders will be taken up and paid for within ten days of the extended closing date, that is, by the13th day of May 2019,” NCB said.

Seemingly satisfied with the outcome of the offer, NCB said: “the NCB Group of Companies wishes to thank all its shareholders for their support in bringing this transaction to a close, and in particular, all the GHL shareholders who took part in the offer as well as the other GHL shareholders who expressed confidence in each of the NCB Group of Companies and the GHL Group of Companies.”

NCB first launched a takeover bid for Guardian at the end of 2017 but had to postpone the transaction to settle a dispute over pricing with minority owners. 

On Tuesday, the company received one of three licences for the Guardian takeover from the Trinidad and Tobago government under the country’s Foreign Investment Act. It also said NCB it required another permit to complete the takeover offer.

For NCB, the Guardian takeover is aligned with the group’s plans to reduce its concentration in Jamaica, and further, expand regionally. 

Guardian Holdings has a presence in 20 territories.

The acquisition will place NCB Financial Group as the regional banking powerhouse second only to CIBC FirstCaribbean International Bank.

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