NCB extends offer period for GHL take-over bid

Guardian Holdings Ltd (GHL) shareholders now have an additional three weeks in which to decide whether or not to sell their shares to NCB Financial Group (NCBFG).

On December 8, the Jamaica-based NCBFG announced its intention to acquire up to a majority stake in GHL – up to 62 per cent – at US$2.35 per share, via its wholly-owned subsidiary, NCB Global Holdings.

In a notice published last Friday, shareholders were given additional information about the take-over bid and told the closing date of NCBFG’s offer had been extended from Friday last week to February 2.

The additional information was that NCBFG paid US$3.24 per share for its May 2016 acquisition of 29.99 per cent of GHL from Arthur Lok Jack, Imtiaz Ahamad and the International Finance Corporation (the World Bank’s private-sector arm).

Shareholders also learned that “at the time of the acquisition, NCBFG entered into a shareholders agreement with Arthur Lok Jack and Imtiaz Ahamad and several of their affiliate entities (together, the Key Shareholders).”

The agreement also required NCBFG to make a take-over bid within the following three years to gain a minimum of 62 per cent of the outstanding GHL Shares and that the key shareholders agreed to tender all of their GHL shares – representing approximately 21.84 per cent of the outstanding GHL shares – “pursuant to such take-over bid.”

The disclosures were made eight days after GHL minority shareholders Peter Permell, Emile Elias and Gordon Laughlin, as well as former stockbroker Winston Padmore, held a press conference outside the Securities and Exchange Commission on Dundonald Street, Port of Spain.

Speaking on behalf of his colleagues, Permell called for public disclosure of how much the key shareholders were paid for their shares as well as details of the private sale to NCBFG. He also said the offer price should be higher, so that if a person chooses to convert the money to TT dollars, they would get the best price possible after paying bank fees.

On the offer period extension, NCB Global Holdings said it was still awaiting certain regulatory approvals which it is required to obtain “before it may take up and pay for any tendered Offer Shares.

“Such regulatory approvals are required as a result of the Offerer and GHL, along with several of GHL’s subsidiaries, being regulated in TT and elsewhere in the region.”

The company noted, however, that the “majority of the terms and conditions of the Offer have been satisfied or otherwise waived.” It has also “received the sign-off from most of the relevant regulatory authorities in respect of the proposed acquisition.”

NCB Global Holdings said the extension would give GHL shareholders an opportunity to consider the additional information while ensuring that “the acquisition of the Offered Shares is in compliance with all applicable laws and to prevent the Offer Period and the Offer expiring before all requisite approvals are obtained.”

The amended offer will therefore remain open for acceptance until, but not later than, 4 pm on February 2.

The notice was signed by NCB Global Holdings directors Patrick Hylton and Dennis Cohen. Hylton is also Group CEO of NCBFG while Cohen is the group’s chief financial officer and deputy CEO.