Director re-election voted down at FirstRock meeting
Kisha Anderson’s re-election as a director of FirstRock Capital Holdings Limited (FRCH) was voted down by management company FirstRock Capital Resources Limited (FRCR) at FRCH’s annual general meeting (AGM) held last Thursday.
FRCR holds one million Class A preference shares in FRCH which entitles them to 101 per cent of the aggregate votes vested in all the shares on a poll at any general meeting. Otherwise, they hold one vote on a show of hands. Article 101 of FRCH’s articles of incorporation require a third of directors to retire at an AGM and can be re-elected once shareholders approve.
“Secretary, the Class A shareholders would like to demand a poll on this decision. This vote, that Kisha Anderson should not be returned as a director for the ensuing period,” said Chairman Norman Reid at the meeting.
While Anderson gained nine votes in favour and three votes against her reappointment, the vote by FRCR means that she is no longer a director of FRCH. Anderson was JMMB Group’s country manager for Jamaica up to March 2019 and currently sits on the boards of several JMMB subsidiaries. She was appointed to FRCH’s board in 2019. The JMMB pension and retirement scheme held 6.9 million ordinary shares in FRCH before the company’s initial public offering (IPO) in February 2020. JMMB’s F10 account held three million ordinary shares.
Alton Morgan, Douglas Halsall and Dr Michael Banbury’s re-elections were all ratified unanimously. All other resolutions were unanimously approved except for the special business item to change FRCH’s name to First Rock Real Estate Investments Limited which had 11 in favour and three against. The AGM was held in person at the Harbor Club in Rodney Bay, St Lucia and livestreamed over Zoom for general viewers.
“FirstRock Capital Holdings took a decision to really zone its focus on real estate investments. What we found was that the main opportunities that were coming at the company outside of our core business and we decided as a board and a team to be really cemented in our business model. This was approved almost 24 months ago. The resolution today for the name change to First Rock Real Estate Investments reflects the strategy around this and to clearly delineate the business strategy for the respective entity of a real estate investment company,” added Ryan Reid, who is the co-founder, president and CEO of the FirstRock Group.
In an update on the ongoing FRCH projects, the US$16-million Hambani Estates project is 60 per cent pre-sold and is 50 per cent completed with a target to exit in the fourth quarter. Hambani has 12 standalone, four- and five-bedroom villas ranging from US$1.8 – US$2 million. The project was originally targeted for completion in April 2022. The company drew down on its US$10-million construction loan from Sagicor Bank in the first quarter.
Vice-president of finance and planning at FRCR Shaun Myers explained, “Naturally, there have been a few issues related to the global supply chain disruption. However, this was minimised due to the advanced ordering strategy employed by the contractor (Garco Construction). Pre-sales have been going well as mentioned in the presentation by Ryan,”
Its Torres los Yoses II project in Costa Rica is 70 per cent pre-sold and 90 per cent complete with a target of completion this quarter. Myers said that the company intends to increase its allocation in the Central American country to US$20 million in the next year. FRCH had US$24,957 as deposit five units on the 19-storey Torres project and US$1.68 million in total assets in Costa Rica in 2021.
FRCH’s next major project is to develop the US$12-million Bonne Chance development outside of New Kingston, Jamaica. It’s a nine-storey apartment complex with 31 studio units, 10 one-bedroom units and two penthouse units. It will feature a garden terrace, swimming pool and jogging trail.
While FRCH has scaled its balance sheet using debt after its IPO, Reid noted that the company did not have any intentions of going to the equity market this year as it aims to hit US$60 million in assets at the end of 2022 and US$100 million by its fifth year of operation. It currently has US$54.86 million in total assets as of March.
“There are no plans this year to undertake any equity raises. We anticipate in 2023 that we may tap the markets,” the FirstRock founder echoed.
The company announced a share buy-back in the first quarter of up to 10 per cent of its issued share capital or US$2.77 million. FRCH’s share price has lagged behind its listing price and trades at US$0.0750 and $13.06. FRCH listed at US$0.12 and J$16.17.
“The company also sees an opportunity to capitalise on the discount to book value given the current trading levels and also to exhibit confidence in the stock. We trust this market will respond favourably to the upcoming deals in our pipeline,” Reid added. FRCH’s book value as of March was US$0.1201.
FRCH’s net profit was up by 171 per cent to US$2.15 million in the first quarter which included US$1,364 share of profit from its 15 per cent stake in FirstRock Private Equity Limited (FRPE). FRPE should recognise a gain on its 15 per cent disposal of Dolla Financial Services in the company’s IPO. FRPE bought a 75 per cent stake in Dolla from FRCH in March 2021 for US$1.1 million with the value of its remaining 60 per cent stake at Dolla’s listing set to be $1.5 billion.
When questioned about the threat of a recession on the company’s business, Myers reminded the viewers that the real estate asset class has performed well during economic uncertainty and that the company would be resolute on its growth plans.
“In times of economic challenges, real estate has always proven to be one of the most stable asset classes and regional diversification continues to be key part of our strategy with operations in five jurisdictions across the region. We’re presently analysing two jurisdictions, namely the Dominican Republic and Guyana to determine the feasibility of entry into those markets.”