New delay to NCB takeover of Trinidad's Guardian Holdings

Friday, May 18, 2018

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Guardian Holdings Ltd of Trinidad takeover by NCB Financial Group has again been delayed following a request by NCB and the Trinidad and Tobago Securities and Exchange Commission (TTSEC) to adjourn the meeting in order to facilitate activities aimed at amicably resolving the matter.

Yesterday, NCB in a statement on the Jamaica Stock Exchange, said on May 15, 2018, the hearing panel convened by TTSEC adjourned until further notice to hear matters related to NCB Global Holdings Limited's bid for control of Guardian.

“NCB Global Holdings Ltd 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,” the notice to shareholders said.

NCB first acquired 29.99 per cent stake in Guardian in 2016. The financial institution hopes to up its stake in the company to 62 per cent at US$2.35 per share. NCB plans on including Guardian's assets into NCB Financial's consolidated results, becoming a regional banking powerhouse second only to CIBC FirstCaribbean International Bank.

However, the plans were brought to a halt after complaints were filed against NCB with TTSEC by minority owners of Guardian shares, who alleged a breach of Trinidad's by-laws for takeovers. The shareholders were pushing for 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.

Minority shareholders in T&T want the roughly US$3.29 price initially paid by NCB to key shareholders when it bought into the company two years ago. They argued that offering a separate price equates to a vulgar act of discrimination.

In February, NCB issued a release noting that the takeover offer has been allowed to lapse, even though the take up went beyond target.

At an investor briefing last month, NCB's CEO Patrick Hylton described the setback as that of life itself.

“We take it as it comes; life is like that,” he said.

Deputy CEO and Group Chief Financial Officer Dennis Cohen, in echoing Hylton's sentiments, said, “The GHL situation is just far more difficult. The fact is that our job is to manage those challenges and continue to enhance the performance of the organisation regardless of the environment.”

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