Tue | Dec 12, 2017

Scotia Investments shareholders approve full takeover

Published:Friday | September 1, 2017 | 12:00 AMSteven Jackson
Tanice Green collects Michael Parker’s ballot at the Scotia Investments Jamaica extraordinary meeting of shareholders to vote on a new scheme of arrangement to take the company private, held at The Jamaica Pegasus hotel in New Kingston on Wednesday, August 30. The vote was overwhelmingly in favour.
Anura Jayatillake, partner at Ernst & Young Chartered Accountants, addresses shareholders at Scotia Investments Jamaica extraordinary meeting at The Jamaica Pegasus hotel in New Kingston on Wednesday, August 30. Scotia Investments Chairman Jeffrey hall is at right.
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Shareholders in Scotia Investments Jamaica Limited voted in favour of a resolution that will pave the way for its parent to delist the company.

"The resolution was passed with the requisite number of shares," said Chairman of Scotia Investments Jeffrey Hall at the close of the extraordinary general meeting.

Shareholders voted on Wednesday at The Jamaica Pegasus hotel in New Kingston and the equivalent local time at the Hyatt Hotel in Port-of-Spain, Trinidad & Tobago. Auditors KPMG tallied 99 per cent of the shareholding as voting in favour of the scheme to take Scotia Investments private.

The next step involves notifying the Supreme Court for a hearing set in September. Then, shareholders will receive compensation for their shares at $38 per unit.

As a private company, Scotia Investments plans to stay with its current course of being less reliant on interest income and growing fee-based services.

"Our focus will be on growing the brokerage and asset management businesses. We strongly believe these businesses are less risky," said CEO Lissant Mitchell at the meeting.

In June, parent company and 77 per cent owner Scotia Group Jamaica made an offer of $38 per share for all minority holdings in Scotia Investments. The plan to take the company private was laid out in a new Scheme of Arrangement, which required 75 per cent of the shareholdings at the dual meetings to vote in favour of the resolution.

Earlier in the meeting, two shareholders in Jamaica and one in Trinidad expressed concerns about the price offered. A representative of Ernst & Young, the auditing firm which conducted the fairness opinion, said the price offered was fair for minority shareholders based on an evaluation using asset, income and market approaches.

Hall said the directors of Scotia Investments agree with the fairness opinion.

At the close of the meeting, the vote tally as announced by Hall was 64.7 per cent of the persons voting in favour, representing some 90.9 per cent of the shareholding. Later, the Financial Gleaner was advised by the company's management that the final count was 83.3 per cent of persons in favour, representing over 99 per cent of the shareholding in Scotia Investments.

Shareholders who voted against the resolution will be bound by the majority vote.

"Once the scheme is approved by the court, it will bind all Scotia Investment shareholders, including those who voted against it or who did not vote at all," stated the scheme booklet.

steven.jackson@gleanerjm.com