TTSE, NCBJ and GHL resolve takeover concerns

THE public hearing convened by the Securities and Exchange Commission (TTSEC) to examine the circumstances of a proposed takeover bid by Jamaican conglomerate NCBJ Global Holdings Ltd (NCBJ) for locally-based insurance giant Guardian Holdings Ltd (GHL), ended abruptly— and rather anticlimactically— after all parties agreed to a resolution.

The takeover has since lapsed following concerns by the Jamaican SEC and the subsequent TTSEC inquiry. It remains unclear if the deal will be allowed to go through. The hearing, which was supposed to take place over two days, began about thirty minutes after its scheduled 10 am start time on Tuesday, because chairman of the hearing panel Douglas Mendes, SC, said the parties had informed him they had almost come to a resolution and needed time to go through all the points of concern.

Counsel for the TTSEC, Bernard Shepherd, told Mendes the parties had made “substantial inroads regarding arriving to a position” and requested an adjournment for one more hour to “ventilate the points sufficiently.”

“I gather this discussion is towards a settlement?” Mendes inquired. Shepherd said yes, and Mendes reminded him that any agreement needed to be in accordance with the TTSEC’s Rules, Section VIII, which outlined the Terms of Settlements. Mendes then agreed to adjourn for an hour, when Jonathan Walker, attorney for NCBJ, requested a break until 1 pm. Mendes agreed.

Upon return, Mendes noted as well that should an agreement not be reached, there would need to be a discussion on how to treat with evidence, notably two witnesses who had been subpoenaed by the TTSEC to testify to their case — Asha Javeed, a journalist with the Trinidad Express who had written a series of articles that prompted the TTSEC to investigate the terms of the merger in more detail; and Arthur Lok Jack, a businessman whose family was among the majority shareholders of GHL.

Lok Jack was interviewed by Javeed, and some of his statements were of interest to the TTSEC. While the panel and attorneys debated whether and when Javeed would take the stand, Mendes noted that Lok Jack had indicated he did not dispute the content of the articles and therefore would not need to testify.

Ultimately, a resolution was agreed to, and the parties requested another adjournment, this time for 21 days, to finalise the details according to the TTSEC’s Terms of Settlement. The outline was submitted to the Registrar, but not to the hearing commissioners, Mendes and Imtiaz Hosein. As such, when asked to elaborate on the terms, including if the takeover would continue, as well as if the agreement would be made public, Mendes said he could not say.

He did say that once the terms were settled, the TTSEC would let the information be known. As it stands, there is a 17-day embargo during which the parties can apply to the panel to consider the confidentiality of certain documents. The panel will then have four days to review and make its decision.