Wed | Nov 21, 2018

NCB, minority owners to resolve Guardian dispute at negotiating table

Published:Friday | May 18, 2018 | 12:03 AM

NCB Financial Group and contesting parties will seek to resolve their impasse over the Jamaican bank's takeover bid for Trinidadian insurance conglomerate Guardian Holdings Limited at the negotiating table.

They have asked for a suspension of the formal hearings into the matter by the Trinidad & Tobago Securities and Exchange Commission, TTSEC, but will report back to the regulator once an agreement is reached.

A market filing by NCB at midweek said the parties are aiming for an amicable solution, but the short statement also left open the possibility that the talks may fail.

Minority owners in Guardian are demanding a better price than the US$2.35 per share offered by NCB, through NCB Global Holdings Limited, for their holdings.

"NCB Global Holdings Limited and other relevant parties, including the staff of the TTSEC, will pursue those activities, which will end with either a resolution of the matter or a date being set for the resumption of the hearing," said NCB.

Cautiously optimistic

On Thursday, Peter Permell, a minority shareholder activist and co-applicant in the hearing, told the Financial Gleaner he remains "cautiously optimistic" about reaching an agreement and that a mutually agreed process has commenced towards this end.

"However, it is at an early but sensitive stage and as such it would not be prudent nor [am I] at liberty to say much more at this time, save and except that [I] concur with the press release issued by the NCB Financial Group as it accurately and succinctly reflects the current 'state of play'," said Permell when contacted for comment.

Permell declined to say when next the parties are expected to meet, nor have NCB and TTSEC responded to requests for comment.

NCB's offer for a controlling stake in Guardian was allowed to lapse earlier this year, despite hitting the targeted subscriptions, due to complaints from some minority owners that resulted in TTSEC convening a hearing into the takeover bid.

The minority owners of Guardian want the Jamaican bank to adjust the offer price more in line with what it initially paid large shareholders for a stake in Guardian in 2016.

NCB wants to increase its stake in GHL from 29.99 per cent to 62 per cent, in line with an agreement struck with the key shareholders when it bought into Guardian in 2016 at US$3.24 per share. The offer to minority shareholders in launched in December was valued at US$2.35 per share or some US$174.4 million.

In the lapsed offer, the Jamaican banking group, which bid for the GHL shares though NCB Global Holdings, received acceptances from 535 owners of 91.74 million shares, well clear of the 74 million shares targeted in the offer. Due to the pending case, none of the shares deposited were taken up by NCB Global.