Wed | Aug 16, 2017

Gleaner-RJR merger to be completed this week

Published:Sunday | March 20, 2016 | 3:30 AM
In this 2015 file photo, chairman of RJR, J. Lester Spaulding (left,) and chairman of The Gleaner, Oliver Clarke, shake on a deal for the merger of the two entities.

THE MERGER deal announced on August 5 last year is approaching its final step where the media assets formerly operated by The Gleaner Company Limited (‘Gleaner’) become part of a larger group of companies under parent company Radio Jamaica Limited (‘RJR’), and with Gleaner shareholders becoming 50% owners in RJR.

The Gleaner is to be renamed 1834 Investments Limited, and with its non-media investments, will remain publicly traded. The Gleaner Company (Media) Limited (GCML) became a wholy owned subsidiary of RJR last Wednesday, and by this Thursday the amalgamated entity will allot new ordinary shares to existing stockholders of both companies.

RJR said it received approval from the Jamaica Stock Exchange (JSE) for the allotment of the shares in accordance with the scheme for amalgamation approved by shareholders in December 2015 and sanctioned by the Supreme Court in February.

Under the agreement, each existing share in the stated capital of RJR will be subdivided into three ordinary shares, and each RJR shareholder will hold three ordinary shares of RJR for each share held before the subdivision.

Subsequent increases in capital and issues of new shares would increase RJR’s total shares in issue to a little more than 2.422 billion ordinary shares, or double the shares in issue for the Gleaner.

As consideration for the acquisition of GCML, on March 24, the record date for the increase in shares, each Gleaner shareholder on record as at March 22 will be issued one RJR share for each share held in the Gleaner.

The notice said that for persons whose RJR shares are deposited in the Jamaica Central Securities Depository (JCSD), as at the record date, their new RJR shares will be issued and allotted in the name of the JCSD and will be credited to their accounts.

Persons whose RJR ordinary shares are in certificate form have been advised to collect their stock certificates at the JCSD from April 25 up to May 25, 2016, after which they will be mailed out to shareholders.

RJR has also reminded shareholders of restrictions and limitations contained in its articles of incorporation, including a provision which limits shareholders’ interest in shares to 10 per cent of the total votes attaching to relevant share capital of all classes of shares.

CHANGE OF NAME

In a separate notice, the Gleaner said it has filed the necessary documents for a change of name to 1834 Investments Limited, which is subject to the approval of the Companies Office of Jamaica.

It advised shareholders that if their shares are held at the JCSD, the name change will be automatically registered and applied to shares in their accounts and, therefore, no action is necessary on their part.

Likewise, if they have share certificates in hard copy, those certificates in the Gleaner’s name will remain valid. However, the company is encouraging such shareholders to deposit those certificates with the JCSD so they are stored in the electronic database.

The Gleaner said that if shareholders desire to retain a printed share certificate reflecting the 1834 name, they may cancel existing ones and obtain new certificates in the new name.

The head office of 1834 Investments will remain at 7 North Street, Kingston, and Oliver Clarke will remain its chairman.