Scotia Investments Jamaica Ltd’s (SIJL) minority shareholders are now due a $38 per share windfall after accepting a scheme arrangement to sell their shares to majority owner Bank of Nova Scotia (BNS) last week Wednesday.

The vote virtually seals the takeover of the company once known as Dehring, Bunting and Golding (DB&G), which numbers among its founders’ two leading Opposition politicians — Mark Golding and Peter Bunting — by the Toronto-based BNS and its local subsidiary Bank of Nova Scotia Jamaica Ltd.

According to a release from BNS, the minority shareholders voted ‘yes’ in favour of the Scheme of Arrangement, whereby shares held by them are to be cancelled and, in consideration of which, they shall receive $38 per share or the US$ equivalent from the Scotia Group Jamaica Ltd.

The release said that an Extraordinary General Meeting, which commenced at 2 pm Jamaica time, and 3 pm Trinidad & Tobago time, was held at the Jamaica Pegasus Hotel in New Kingston on July 30, and simultaneously video-linked for shareholders based in Trinidad & Tobago at the Hyatt Regency Hotel, Port of Spain.

“The preliminary results indicated that the shareholders of the company overwhelmingly approved the scheme, with 83 per cent of persons attending giving approval in person or by proxy, representing 99.95 percent of the shares voting in favour,” the release said.

“We thank all our shareholders for the interest shown in the company and the Scheme of Arrangement that was proposed, and would like to assure all our clients that Scotia Investments remains committed to delivering the high-quality advice and service to which you have become accustomed,” Jeffrey Hall, Scotia Investments chairman, commented.

The process started in June this year, when Scotia Investments Jamaica reported that it would team with its parent company in Toronto, Canada, to purchase all outstanding shares and make the company a private entity after delisting from regional stock exchanges.

Scotia offered $38 per share to the minority-owned 23 percent of its shareholding.

In July ratification took a major step when Mayberry Investments Ltd (MIL) and Mayberry West Indies Ltd, which owned approximately 2.2 per cent of its shares, announced that it would support the deal.

Mayberry’s CEO Gary Peart commented that the offer was fair and reasonable, and that MIL was satisfied with it based on its own due diligence.

“We welcome the cash returns from this transaction, which we will use to finance other investment opportunities, “ Peart greeted the offer.

It was explained then that while Scotia owned 77 per cent of SIJL up to then, even with Mayberry’s support it still needed less than one per cent more, mainly from pension fund investments including the National Insurance Fund, to make the 80 per cent approval from shareholders that was necessary for delisting. However, this was subject to a Supreme Court judgement.

On July 24 the Supreme Court issued an order permitting SIJL to convene a meeting of its shareholders, pursuant to which the company would become a wholly owned subsidiary of the Scotia Group. Under the Scheme of Arrangements, if approved by the shareholders, stock units held by individuals other than Scotia Group would be cancelled and Scotia Group would pay each stockholder $38 per cancelled share. Shareholders in Trinidad and Tobago would be paid in United States currency only, while those in Jamaica would have the option to elect to receive payment in Jamaican or US currency.

Scotia says it will now seek to confirm a hearing date with the Supreme Court of Jamaica to sanction the results of the vote and obtain the court’s final approval for the Scheme of Arrangements to take effect.

Once sanctioned by the court, the scheme becomes effective and the company will confirm with shareholders the distribution of monies based on the details of the Scheme of Arrangement.

SIJL started as DB&G in 1992 and converted to a public company that same year, having listed on the Jamaica Stock Exchange. However, in 2006 SIJL made a successful bid for majority ownership, taking over 77 percent of the shareholding.