EMPLOYEES of Trinidad-based AS Bryden & Sons Holding Limited (ASBS) and eligible investors in Jamaica now have the opportunity to purchase ordinary shares in the regional distributor which plans to list on the Jamaica Stock Exchange (JSE) by the end of this year.

The invitation opened on October 3 and is scheduled to close on October 31. There are 1,236,009 ordinary shares being sold by the selling shareholders with 430,000 shares reserved for eligible employees and the remainder available for eligible investors. The invitation price is US$4.37 with eligible employees able to purchase at TT$30.59 or in either currency. NCB Capital Markets Limited is the lead broker of the offer as per the information memorandum.

Michael Subratie is selling 812,668 ordinary shares while Caribprop Limited and Curmudgeon Limited are selling 251,716 and 171,625 shares, respectively. Subratie is the managing director of T Geddes Grant (Distributors) Limited and is the chief operating officer for the Musson Group of Companies. He’s also a director of Seprod Limited which owns 60 per cent of AS Bryden & Sons. Caribprop and Curmudgeon are St Lucian international business companies (IBCs) with them listed as the number three and six shareholders in private credit firm Eppley Limited, while Subratie is the number seven shareholder in the publicly listed company. The shares on offer represent three per cent of the company.

AS Bryden has three principal operating subsidiaries which include AS Bryden & Sons (Trinidad) Limited (ASBT), Bryden PI Limited and FT Farfan Limited. It was founded in 1923 and is a leading distributor of food, pharmaceuticals, hardware and industrial equipment in Trinidad and Tobago, Barbados and Guyana. Bryden PI is only 90 per cent owned by AS Bryden & Sons.

ASBT’s revenue was TT$737.8 million with profit before tax (PBT) of TT$33.9 million for the financial year (FY) ended on March 31, 2022. Bryden PI’s revenue was 14 per cent higher at TT$651 million with a PBT rising 24 per cent over the prior year. FT Farfan recorded TT$230 million in revenue and TT$11.4 million in PBT.

AS Bryden’s revenue grew six per cent to TT$1.72 billion ($39.45 billion) while its consolidated net profit rose seven per cent to TT$96.62 million for its 2022 FY. Total assets increased 24 per cent to TT$1.38 billion while total liabilities rose 31 per cent to TT$609.68 million with shareholders equity at TT$768 million.

For the April to June period, AS Bryden recorded revenue of TT$446.11 million and consolidated net profit of TT$29.03 million. Its total assets stood at TT$1.33 billion while total liabilities ended the period at TT$966.51 million. Shareholders equity ended the period at TT$385.46 million due to the TT$830.35 million in treasury shares.

AS Bryden took out a US$60.71 million (TT$412.15 million) loan from FirstCaribbean International Bank (Trinidad and Tobago) Limited on June 6 which was the same day that it was acquired by Seprod and the other shareholders.

AS Byden’s dividend policy is to declare and distribute dividends on its ordinary shares on 40 per cent of the company’s net profit available for distribution. AS Bryden’s paid TT$37.84 million in dividends for 2022 on net profit attributable to shareholders of TT$89.82 million for a dividend pay out ratio of 42 per cent.

The current directors of AS Bryden include Chairman PB Scott, Michael Conyers, Richard Pandohie, Melanie Subratie, Nicholas Scott, Geoffrey Gordon, and Brian Wynter. The audit committee consists of Gordon, Wynter and Melanie Subratie.

AS Brydens has 47,884,000 ordinary shares in issue with 5,884,000 ordinary shares held by the company in its representative capacity as treasury shares. Twenty-two parties are listed as shareholders in AS Brydens including Seprod Chief Executive Officer Richard Pandohie, Seprod Chief Financial Officer Damion Dodd, Stony Hill Limited and Musson Investments Limited. There are also 20,403,000 Class A Preference Shares of no par value which are held by Keskidee Limited, Ambergate Limited, Fairchild Limited and Summit Investments Limited who are the former owners of AS Brydens & Sons. The Class A shares carry a rate of 6 per cent per annum as its target dividend rate.

There is currently a shareholder’s agreement for the ordinary shares which requires that certain decisions and actions of the company requiring the requisite approval of a prescribed majority of such parties.

On August 30, AS Bryden & Sons entered into an all-share purchase agreement with St Lucian IBC Micon Holdings Limited where 4,322,767 ordinary shares will be issued to the selling shareholder(s) in exchange for 100 per cent of the issued shares in Micon. The memorandum stated that Micon is a mid-sized distributor of fast-moving consumer goods in Trinidad and Tobago with annual revenues of approximately US$46 million and 170 employees. The deal is subject to the satisfaction of certain conditions and regulatory approvals.

Micon Marketing Limited is a 35 per cent owner in General Accident Insurance Company (Trinidad & Tobago) Limited (formerly Motor One). Micon originally had a 45 per cent stake in the company when it was acquired along with General Accident Insurance Company Limited in September 2019. General Accident owns 65 per cent of its Trinidadian subsidiary and is an 80 per cent subsidiary of Musson Jamaica Limited.

According to Micon Marketing’s profile on Caribbeanjobs.com, “It [Micon] is a marketing and distribution company of food and household, personal care and Digicel products. It was founded in 1997 and is now part of the Musson Group of Companies [Jamaica].

This share issuance by AS Bryden would push Seprod’s stake down to 54 per cent. While the Jamaica Gleaner reported last Sunday that AS Bryden would list on the JSE via an initial public offering while stating that companies listing on the JSE have to sell 20 per cent of its ordinary shares to the market, there could also be the option of listing via introduction, issuance of new shares or another offer for sale as seen in this current invitation. Mayberry Jamaican Equities Limited was listed in July 2018 by a 10 per cent dividend in specie to Mayberry Investments shareholders and an offer by sale of 10 per cent by its parent company, Mayberry Investments.

Pandohie confirmed with the Jamaica Observer recently that the aim was to list AS Bryden on the Trinidad and Tobago Stock Exchange at a later date.

The minimum number of shares which can be applied for is 20 shares with increments of 10 units. Funds from eligible employees should be transferred to AS Bryden’s Scotiabank account while eligible investors should transfer funds to NCB Capital Markets Limited bank account with National Commercial Bank Jamaica Limited. Eligible employees have the option of paying for the shares with a salary advance. Applicants should apply with the offer for ordinary shares form and the share transfer form if they’re interested in the offer. If the ordinary shares are successfully listed on the JSE or TTSE, the shares will be credited to the relevant Jamaica Central Securities Depository (JCSD) or Trinidad and Tobago Central Securities Depository (TTCD) account(s).