Trinidad and Tobago-based AS Bryden & Sons Holding Limited (ASBH) has acquired a 44.8 per cent stake in Caribbean Producers (Jamaica) Limited (CPJ) for $5.17 billion (US$32.82 million) and has already signalled that it hopes to acquire even more of the company.

The acquisition was executed on the Jamaica Stock Exchange (JSE) and is the third major purchase of the year for AS Bryden & Sons. CPJ is a Jamaican manufacturer and distributor co-founded by Anthony Mark Hart and Thomas “Tom” Tyler in April 1994. It has a deep focus in the hospitality sector and has different retail stores which allows it to cater to the general public and villas.

“Our strategic stake in CPJ will give ASBH additional scale and expand our geographic footprint beyond Trinidad, Barbados, and Guyana to now include Jamaica and St Lucia. Additionally, it will provide ASBH with new capabilities to serve the hotel, resort, and restaurant channels and give our business access to hard currency earnings. We look forward to collaborating with the talented team at CPJ to grow the outstanding business they have created,” said PB Scott, chairman of ASBH in the Jamaica Stock Exchange (JSE) release.

With this acquisition, they are set to be major changes to CPJ going forward. AS Bryden managing director and Seprod Chief Executive Officer (CEO) Richard Pandohie is set to be appointed as the new chairman of CPJ. Nicholas Hospedales is set to become the new CEO of CPJ as well. Hospedales is director of the Food and Grocery Division at AS Bryden & Sons (Trinidad) Limited, a company he has been at for 18 years. CPJ co-founder and co-chairman, Tom Tyler, is set to be appointed as the deputy chairman and will serve as consultant to the company, focused on customer and supplier relationships and business development opportunities. Tyler, co-founder and Chairman Mark Hart, and his wife Candace Hart will remain CPJ directors. Other potential appointments are set to be announced in the subsequent weeks.

“This investment is consistent with ASBH’s strategy of expanding our business regionally. ASBH is now the largest shareholder of CPJ. We intend to continue to make additional purchases of CPJ shares in the future, with the objective of ultimately acquiring control. We will make additional disclosures if this occurs, in accordance with applicable regulations,” added ASBH Director Nicholas A Scott.

JSE rules dictate that a mandatory offer must be made to other shareholders of the same class once an acquisition reaches 50 per cent or more of the voting rights in a company. Thus, AS Bryden would be required to make a mandatory takeover offer to shareholders once it reaches a 50 per cent shareholding. If ASBH acquires an interest above 80 per cent, it could be delisted under JSE rules.

The acquisition price values CPJ at $11.55 billion (US$73.36 million). CPJ last paid a $0.07 dividend in January 2018, something that might change with the new management in short order.

The CPJ acquisition was executed at 1:21 pm on the Main Market of the JSE when 492,169,329 ordinary shares were bought over 32 trades at $10.50. This translates to a 44.74 per cent CPJ stake. Based on Jamaica Observer checks, it can be confirmed that Oniks Investments Limited, a company controlled by Tyler, sold 79,304,792 shares; Ho Choi Limited sold 33,581,579 shares and PWL Bamboo Holdings Limited, a company connected to CPJ Director Christopher Berry, sold 20,536,570 shares.

Mark Hart later confirmed with the Business Observer that Mayberry Jamaican Equities Limited (MJE) sold the 220,814,480 shares seen on the trade list. He also confirmed that his holding companies Sportswear Producers Limited and Wave Trading Limited also sold CPJ shares to AS Bryden. Though he didn’t confirm the specific sale amounts, this would likely mean Hart would retain an estimated 335,916,871 shares or 30.54 per cent through both companies. CPJ went public in July 2011 at $2.

The sale by MJE means that MJE would have realised an estimated gain of 243 per cent on its CPJ investment. MJE acquired up to 29.99 million CPJ shares between June 2014 and September 2015 from $2.30-$3.00. It then acquired 190 million shares at $3.06 in November 2015, which subsequently saw Christopher and Konrad Berry join CPJ’s board. It’s yet to be known if they’ll remain on the board.

MJE’s last two major Junior Market exits were in December 2014 with Access Financial Services, which it sold to Proven Group Limited, and in December 2021 with Lumber Depot Limited to Blue Power Group Limited and Stony Hill Capital Limited. MJE sold 1.47 per cent of its stake in Wigton to Cacao Holdings Limited on March 7.

CPJ’s financial year just ended on June 30, and the audited financials won’t be released until around August 29. However, the firm’s third-quarter report showed that its revenue was up five per cent to US$112.12 million and operating profit 17 per cent higher at US$8.83 million for the nine months ended March 31. If CPJ didn’t have the one-time general consumption tax adjustment in the prior year, its operating profit would be down two per cent. CPJ’s profit before tax increased 20 per cent to US$6.24 million. While its consolidated net profit moved 24 per cent to US$4.75 million, CPJ (St Lucia) Limited moved from a net profit of US$502,959 to a net loss of US$28,773.

CPJ’s total assets were up 12 per cent to US$101.86 million, with cash at US$13.34 million. Total liabilities and shareholder’s equity were US$64.83 million and US$37.02 million, respectively, with equity attributable to shareholders at US$33.67 million. Since ASBH now holds an associate stake in CPJ, its investment in associate would be US$15.06 million before accounting for any other accounting mechanisms.

The move by AS Bryden to acquire a majority stake in CPJ will also mean that CPJ will change its auditors from KPMG Jamaica to PWC Jamaica in the 2025 financial year, which is likely to be changed to December 31. This is the latest major KPMG client change following Kingston Wharves Limited in 2023.

Pandohie had announced at the company’s last annual general meeting (AGM) that he wanted Seprod’s consolidated revenue to surpass US$1 billion by 2026. Seprod’s consolidated revenue was $112.15 billion or US$723.78 million in 2023. If CPJ is consolidated when they gain control, this would push revenues to US$866.36 million.

“[The] business has been growing and doing okay, but in terms of being a really significant material player in the hospitality sector, that was a gap. So this [acquisition] gives us that entry. CPJ will give us a really strong entry into that [hospitality] sector not just in Jamaica, but they have hospitality businesses across the region. This will enable Bryden’s to become not just a Trinidad-centric business but a business that has footprint throughout the region, improve our ability to earn foreign exchange, and will allow us to approach businesses and represent people with more scale,” said Pandohie in a call.

The acquisition by AS Bryden is the latest major deal by the Paul B Scott-controlled Musson Jamaica Limited. Productive Business Solutions Limited (PBS) acquired Xerox del Peru, SA and Xerox del Ecuador, SA from Xerox Holdings Corporation in June. Musson (Jamaica) also owns direct and indirect interests in General Accident Insurance Company Jamaica Limited and TransJamaican Highway Limited along with a wide array of other private companies. Stony Hill capital also owns a 16.45 per cent stake in Lumber Depot Limited, 15 per cent stake in Stanley Motta Limited, and a 24.99 per cent stake in Eppley Limited.

Musson Investments Limited ended up purchasing 1,922,028 Seprod shares or 13.78 per cent of the 13.948 million shares it intended to purchase at $78. This further cements PB Scott and Melanie Subratie’s control over Seprod, where they have a collective interest of at least 50 per cent.

July 15 will be Seprod’s 85th AGM, which will be held at the Terra Nova All-Suit Hotel at 10:00 am, while July 16 will be AS Bryden’s first AGM, which will be held virtually at 10:00 am Jamaican time. Today is also the record date for AS Bryden’s dividend of TT$0.01323, which is to be paid on July 26.

While Hart isn’t sure on the next major move in his life, he is thankful to his staff for their decades of service and is looking forward to recognising them at a long service award ceremony in August. He also noted that this move by ASBH to acquire the firm puts the business in good hands following years of attempting to find a CEO to take over from the founders.

“I’m going to focus on some other things. I’m still doing some public service, we still have Cargo Handlers, which I’d like to put some more attention on, and we’ll continue to help to guide the success of CPJ and continue to build on the culture that we’ve developed over the last 30 years. I think we’ve built something very special and we’re very happy that, I think, one of the best, most successful companies in the Caribbean have recognised it and wanted to have us as part of their family,” Hart closed.

AS Bryden, a 54 per cent subsidiary of Seprod Limited, had acquired the remaining 10 per cent stake in Trinidadian firm Bryden pi Limited from founder Norman Tang and a 55 per cent stake in Barbadian distributor and retailer Stansfeld Scott (Barbados) Limited from Brian Cabral’s family during the first quarter.

PANDOHIE…This will enable Bryden’s to become not just a trade centric business, but a business that has footprint throughout the region..

Nicholas Hospedales is to become the new CPJ CEO..

HART…we’ll continue to help to guide the success of CPJ and continue to build on the culture that we’ve developed over the last 30 years.

The multibillion dollar CPJ trades on Tuesday.