Trading in the ordinary shares, 1834 Investments Limited on the Jamaica Stock Exchange (JSE) will be suspended effective October 25 to facilitate the processing of shareholder payment elections ahead of the Supreme Court of Jamaica hearing scheduled for November 24, the company has indicated.

1834 Investments shareholders voted at its August 10, 2022 court ordered meeting in favour of the proposed scheme of arrangement which will see Radio Jamaica Limited acquire all the shares in 1834 Investments.

Shareholders in 1834 Investments have been offered $1.29 in cash, 0.4962 Radio Jamaica shares per 1834 Investments share or a combination of cash and shares. The effective date for shareholders will be December 1 with the cash payment expected to be completed by December 8 and the Radio Jamaica shares by December 15. If an 1834 Investments shareholder doesn’t make an election on any option, they will have been deemed to elect the cash consideration. Radio Jamaica will make a supplemental listing application to the JSE to list the new Radio Jamaica shares.

October 24 will be the final day of trading on the JSE before the Supreme Court hearing for final approval on the scheme of arrangement. If the scheme of arrangement is approved, there will be no further trading of the ordinary shares on the JSE. The shares in 1834 Investments would be cancelled and new shares would be issued to Radio Jamaica with 1834 being dissolved and struck off the Register of Companies.

This would mean that one of original companies to have been traded on the JSE on February 3, 1969, would no longer be listed. 1834 Investments was the remaining resulting entity after the Gleaner Company Limited (GCL) shifted its media assets and operations into The Gleaner Company (Media) Limited, which merged with Radio Jamaica in March 2016. The Gleaner Company Limited listed on the JSE via an initial public offering in 1969 and was incorporated on June 10, 1987.

This would be the latest delisting of ordinary shares on the JSE after Optima Medical Innovations Corporation (formerly Tree of Knowledge International Corporation) was delisted on February 19, 2021, for non-compliance with JSE rules. Sweet River Abbatoir and Supplies Company Limited was delisted from the JSE on February 10, 2020, for non-compliance with JSE rules as well.

1834 Investments informed the JSE on October 14 that it would not be publishing an annual report for its 2022 financial year ending March 31 given the advanced stage of the scheme of arrangement with Radio Jamaica. The company stated that the most financially prudent thing would be for merger developments over the year and the final amalgamation exercise to be discussed in Radio Jamaica’s 2023 annual report and/or media releases.

1834 Investments recorded a consolidated net loss of $29.71 million in its first quarter compared to the $14.85 million net profit in the prior period. 1834 Investment’s total assets stood at $1.80 billion with shareholders equity standing at $1.47 billion. The book value per share is $1.21 per share. 1834 Investment’s share price currently trades at $1.15 per share while Radio Jamaica trades at $2.18 per share. While the current Radio Jamaica share price makes the cash option appear more attractive, Radio Jamaica entered into a “cash back-stop” agreement with Victoria Mutual Investments Limited (VMIL) which will pay up to $700 million in equivalent value to 1834 Investments shareholders who selected the cash payment option.

Monica Ladd, chair of the August 10 meeting, confirmed that of the nine shareholders who signed the lockup agreement totalling 634,303,961 shares or 52.37 per cent of the company, one or two have opted for cash while the remainder have chosen the Radio Jamaica shares. Gary Allen, chief executive officer of Radio Jamaica, confirmed to the Jamaica Observer in August that his company is only exposed to paying just under four per cent or $63 million in value of 1834 Investments shares.