RJR merges with Gleaner on March 16
KINGSTON, Jamaica — Radio Jamaica Limited (RJR) announced today that it is pursuing a new allotment of shares, involving both a share split and a swap, to facilitate amalgamation with the Gleaner Company Ltd under a scheme approved by the shareholders of both companies.
It is expected that the Gleaner Company (Media) Ltd, by transfer of shares dated 16 March 2016 will transfer 1,211,243,827 ordinary shares to RJR and will so become a wholly-owned subsidiary of RJR on that date.
The number of shares of RJR was increased by the creation of 138,839,854 new ordinary shares by capitalizing J$180,491,810.20, forming part of the reserves of RJR.
“These shares will be distributed amongst the RJR shareholders on the record date (March 24) immediately after the subdivision,” the notice today stated.
Each of the existing ordinary shares in the stated capital of RJR will be subdivided into three ordinary shares credited as fully paid up and each RJR shareholder will hold three ordinary shares of RJR for every one share of RJR he held before the subdivision. The record date for the subdivision is 24 March 2016.
Thirdly, the notice read, the stated capital of RJR has been increased by the creation of 1,211,243,827 new ordinary shares, so increasing the total shares in issue to 2,422,487,654 ordinary shares.
In exchange for the ordinary shares of Gleaner Media, RJR expects to allot 1,211,243,827 ordinary shares of RJR credited as paid in full, to the Gleaner shareholders on the record date of March 24, on the basis of one ordinary share of RJR for every one ordinary share held by a shareholder of Gleaner on the record date and upon the terms and subject to the conditions and for the consideration contained in the Scheme.
JSE approval for the allotment of shares pursuant to the Scheme of Arrangement for Amalgamation approved by shareholders was received on December 30, 2015. The Supreme Court sanctioned the arrangement on February 17. The effective date of the Scheme is February 24, 2016, RJR said.
RJR said that it anticipates that the listing of the new ordinary shares on the Jamaica Stock Exchange will take place on 24 March. The Company register of members of RJR will be closed on 22 March 2016 and it will be re-opened on 24 March 2016 to enable registration arising from the implementation of the scheme.
Avia Collinder
