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NCB's offer for Guardian shares closes February 7

Published:Tuesday | January 1, 2019 | 12:00 AMSteven Jackson
NCB Financial Group headquarters, The Atrium at Trafalgar Road, New Kingston.

NCB Financial Group (NCBFG) last week announced its bid to acquire additional shares in Guardian Holding Limited (GHL) in an offer that will close on February 7.

The lead broker for the offer is Republic Securities Limited.

"Full acceptance of the offer would result in a cash payment by NCBFG of the aggregate sum of up to US$207.1 million to shareholders of GHL who accept the offer," stated NCB.

GHL is a large regional insurance provider with operations in over 22 countries.

NCB Global Holdings Limited, a wholly owned subsidiary of NCB, will shortly issue its offer and takeover bid circular to all shareholders of GHL.

NCB Global expects to acquire up to 74.23 million additional ordinary shares in GHL for US$2.79 each. NCB Financial Group is seeking to acquire up to 62 per cent of GHL. It already owns 29.99 per cent of GHL.

"The offer will be conditional upon GHL shareholders tendering shares, which would result in NCB Global acquiring more than 50.01 per cent of the aggregate outstanding shares of GHL and obtaining regulatory and other approvals required to acquire the GHL shares," added NCB.

The offer is being made pursuant to the Securities Industry, Take Over By Laws, 2005, issued by the Trinidad and Tobago Securities and Exchange Commission.

NCB Financial said in an earlier release that NCB Global would receive funding of US$45 million to partially finance the share purchase from key shareholders, including Arthur Lok Jack, Shiraz Ahamad, Reyaz Ahamad, and Imtiaz Ahamad. The terms of the financing arrangement were not disclosed.

NCB also, in December last year, announced the sale of J$9.2 billion (US$70 million) worth of shares in an associated company, JMMB Group. NCB, however, did not say whether that sale would contribute to the funding of the GHL majority purchase.

The bank initially launched its takeover offer for Guardian at the end of 2017, having acquired its initial holdings in the insurance conglomerate in May 2016. However, minority shareholders revolted at the takeover price of US$2.35 per share and demanded an offer that was closer to the US$3.27 per share that NCB paid for the early stake.

The dispute was eventually settled before the Trinidad & Tobago Securities and Exchange Commission. In November 2018, the commission ruled that NCB should not offer less than US$2.65, but NCB increased its offer to US$2.79, or roughly 11 per cent higher than the trading price, at the time.