Tue | Sep 17, 2019

CWJ directors urge minority owners to sell to Liberty

Published:Wednesday | January 17, 2018 | 12:00 AM
Mark Kerr-Jarrett, independent director and chairman of Cable & Wireless Jamaica.

The directors of Cable & Wireless Jamaica, CWJ, are recommending that minority shareholders sell out to CWC Cala Holdings Limited, a subsidiary of Liberty Global.

The CWJ board, based on a fairness opinion from Pricewaterhouse Coopers, said the $1.45 bid price essentially replicates the value under the wider deal completed in two years ago when Liberty Global acquired Cable and Wireless Communications Plc.

The board's assessment of the offer was confined to independent directors, namely John Bell, Carolyn Hayle, and Mark Kerr-Jarrett, the director's circular said. Kerr-Jarrett is also chairman of the company.

CWC Cala made an offer to purchase 3.027 billion minority shares in CWJ for $1.45 per share on December 28. The stock was trading at $1.10 at the time, but has risen as high as $1.80 in the past year.

The offer closes January 31.

The directors warned minority owners that they could end up holding an illiquid stock, if they reject the offer.

"In your directors' view, it is highly likely that acceptances of the offer will take the aggregate holdings of offeror further beyond 80 per cent," they said, while noting the under the rules of the Jamaica Stock Exchange, where one shareholder either individually or collectively with 'concert parties' holds more than 80 per cent of the listed shares of a company, the JSE has the right to delist the stock.

CWC and its Kelfenora affiliate already hold 82 per cent of the ordinary shares in CWJ. CWC intends to delist the stock if the offer is successful, the directors said.