As the Gleaner/RJR merger heads home to meet the December 31 deadline, the parties seem to be handling the issues quite effectively, though some obstacles still exists.

The planned Gleaner shareholders’ meeting in regard to the proposed merger of the Gleaner Company and RJR is expected as planned for next Tuesday, despite complaints from the lawyers from some shareholders about the lack of information from the valuation report on Gleaner Media and a valuation report on RJR, as well as a pro-forma financial report.

There were also reports last week of concerns from some directors about the proposal to delete Article 90 of Radio Jamaica’s Articles of Incorporation and replace it with the following:

(2) “No person shall be appointed a director of the company who has attained the age of 78, and a director shall vacate his office at the next Annual General Meeting after he attains the age of 78 and in respect of such vacation of office, no provision contained in these Articles for automatic reappointment of retiring director in default of another appointment shall apply, but any such vacancy may be filled as a casual vacancy.”

Some shareholders see this as an effort to ensure that the chairmen of the merging entities — Radio Jamaica’s Lester Spaulding and the Gleaner’s Oliver Clarke — continue to maintain their leadership positions in the newly merged board.

One shareholder told the Jamaica Observer that he believes that Spaulding and Clarke “are seeking to increase their control over the newly merged entity” and “are moving the goal posts to suit their ambitions”. However, one prominent shareholder, whom it was believed was strongly opposed to the proposal, seemed to be singing a different tune when contacted by the Caribbean Business Report yesterday.

“I have no personal concerns about it,” he said. “And I don’t think there is any controversy about it. I am in agreement with it because I don’t think that the ages of these two directors is really a concern.”

In his message to shareholders recently, Gleaner Chairman, Oliver Clarke reaffirmed his opinion that the implementation of the “Scheme of Arrangement for Amalgamation” is in the best interest of shareholders”.

He said that the entities looked forward to a favourable vote from shareholders “as we continue to promote an independent and vibrant media which is good for our country, our advertisers, our clients and you, our shareholders”.

The authorised ordinary shares have been listed as 1.216 billion, and fully paid ordinary shares at 1.211, of which 40.8 million are held by the Gleaner Company Limited Employee Investment Trust.

RJR’s stated capital has been listed at $472.6 million, with authorised ordinary shares at $378 million, and issued and fully paid ordinary shares at $357.4 million. Authorised preference shares are $378 million, and issued and fully paid preference shares are at nil. Of the 357.4 million ordinary shares, $7.3 million are held by the RJR Employee Share Scheme.

If the scheme is approved by the Gleaner and RJR shareholders, it is intended that, as soon as practicable thereafter an application shall be made to the court for an order that Gleaner transfer to RJR 1.2 billion ordinary shares of the media company in exchange for the allotment and issue of 1.2 billion ordinary shares of RJR, for every one ordinary share held by a shareholder of the Gleaner, and upon the terms and subject to the conditions and for the consideration contained in this scheme.

Upon the scheme becoming effective, the board of directors of the Gleaner shall, with the approval of the registrar of companies, change its registered company name to “1834 Investments Limited”, which bears no relation to the names of Gleaner or RJR.

The scheme shall become effective as soon as an office copy or office copies of the order, or orders sanctioning the scheme are delivered by the Gleaner and the RJR to the Companies Office of Jamaica for registration. But this will be subject to when permission to deal in the ordinary shares has been granted, subject to allotment by the Jamaica Stock Exchange.

Gleaner and RJR may jointly consent on behalf of all parties concerned to any modification of this scheme, which the Court shall think fit to impose or approve, and in the construction of this scheme the words ‘this scheme’ shall mean this scheme as so modified.

Unless the scheme becomes effective by December 31, or a later date as agreed by the directors of Gleaner and RJR, the scheme will lapse.