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Cable & Wireless to cancel shares held by minority owners

Published:Wednesday | November 14, 2018 | 12:00 AMSteven Jackson/ Senior Business Reporter
Mark Kerr-Jarrett, independent director and chairman of Cable & Wireless Jamaica.

Telecommunications provider Cable & Wireless Jamaica, C&WJ, which trades as Flow Jamaica, confirmed that its parent company aims to take 100 per cent control of outstanding shares.

It will require a series of legal steps, which include making C&WJ a direct holding company of Liberty's regional outfit, and cancelling the shares now held by minority owners.

The Jamaican operation currently falls under the Cable and Wireless Communications group, CWC, which owns 92 per cent of the shares through subsidiaries CWC Cala and an affiliated entity called Kelfenora, leaving eight per cent of the ownership in the hands of minority parties, whose shares Liberty now aims to cancel. Liberty Group acquired 100 per cent of CWC in 2016.

C&WJ shareholders will vote on November 21 to legally start this process under a court-sanctioned scheme of arrangement. Minority owners will get a vote but given Liberty's overwhelming majority, any objection to the plan would not derail it.

The results of the vote are to be reported to the Supreme Court by C&WJ chairman Mark Kerr-Jarrett or another nominee.

C&WJ told The Gleaner that the proposed scheme will result in a share cancellation and not a share acquisition.

"If approved by the CWJ shareholders and sanctioned by the court, the shares in CWJ held by CWJ shareholders other than the Liberty Latin America Group will be cancelled and those CWJ shareholders will be paid the sum of J$1.45 for each of their cancelled CWJ shares, in cash," said the Jamaican telecom.

It's the same price offered to minority owners by CWC Cala in a buyout offer earlier this year in which it sought to purchase all of the outstanding 3.027 billion shares then owned by minority investors. The holdouts to the offer account for around 1.2 billion shares.

Once those shares have been cancelled, new CWJ shares will be allotted to CWC Cala Holdings Limited from the Jamaican company's capital reserve, the telecom said.

C&WJ is currently a subsidiary of CWC Cala, but on completion of the new scheme of arrangement, it will become a "wholly owned subsidiary of the Liberty Latin America Group".

"The scheme of arrangement is proposed to provide CWJ shareholders with another opportunity to exit the company at a fair price and to give the Liberty Latin America Group, the opportunity to simplify the structure of the international group and more fully integrate CWJ, from an operational standpoint, into the group of companies," said C&WJ.

The company, which traded under the symbol CWJ, was delisted from the Jamaica Stock Exchange in April after the share purchase transaction.