After spending 30 years nurturing one of Jamaica’s premier hospitality manufacturing and distribution company, Anthony Mark Hart and Thomas “Tom” Tyler, co-founders of Caribbean Producers (Jamaica) Limited (CPJ), have handed over the reign of CPJ to A.S. Bryden & Sons Holdings Limited (ASBH) as they sold their remaining 30 per cent of the company for $2.69 billion (US$17.08 million) on Friday.

The sale of the CPJ ordinary shares took place over three transactions at 11:40 am with the cumulative volume totalling 334,208,668 shares at $8.05. Tyler directly sold 82,830,563 shares while Sportswear Producers Limited and Wave Trading Limited, both holding companies connected to Hart, sold 168,722,866 shares and 82,755,239 shares, respectively. Oniks Investments Limited, a company connected to Tyler, sold 79,304,792 shares at $10.50 on July 9, while Sportswear and Wave sold 84,361,422 shares and 41,377,619 shares, respectively, on the same day. All of these shares were sold to ASBH.

This brings Hart’s sales between his two holding companies in 2024 to $3.34 billion while Tyler’s collective sales stand at $1.50 billion. Hart’s Sportswear Producers had previously sold 190 million shares in November 2015 to Mayberry Jamaican Equities Limited for $3.41 totalling $647.90 million, while Wave Trading sold 111,455,000 shares in June 2017 to Oniks at $3.29 totalling $366.69 million.

However, ASBH published a disclosure on Friday that it paid for the 334,208,668 shares of CPJ by issuing 94,871,379 newly issued ASBH shares to Tyler, Sportswear and Wave Trading. Thus, ASBH’s issued share count has increased from 1,389,683,010 ordinary shares to 1,484,554,389 ordinary shares, which is now reflected on the company’s instrument summary page on the Jamaica Stock Exchange (JSE). Based on the ASBH’s closing price of $30.95 on Friday, these newly issued shares would be valued at $2.94 billion, an effective $245.89 million gain for Tyler and Hart. This brings the total number of CPJ shares owned by ASBH to 828,098,531 shares or 75.28 per cent and make it a subsidiary of the Trinidadian conglomerate. It would also mean that ASBH has spent a cumulative $7.876 billion (US$49.99 million) on CPJ since July 9.

“ASBH’s increased ownership of CPJ is consistent with our objective of purchasing additional shares we shared following the acquisition of our strategic stake in July. We will soon extend an offer to purchase all shares from all CPJ shareholders on equivalent terms subject to CPJ remaining a listed company,” said ASBH Director Nicholas A. Scott.

Based on the JSE’s rules surrounding an acquisition of 50 per cent or more of the voting rights of a company, a mandatory takeover offer must be made to all shareholders of CPJ within 30 days of when they established control. Thus, 30 days from Friday would be by January 5, 2025.

The offer price would be the same to all remaining shareholders of CPJ and would be mentioned in detail within the takeover bid circular. If ASBH was to acquire more than 80 per cent of CPJ’s shares or there were less than 100 shareholders that owned 20 per cent of the company, they would have to correct that breach or risk have CPJ be delisted based on JSE rules. Thus, ASBH would be capped from purchasing more than 51,901,469 CPJ shares during this takeover bid if they want to ensure that CPJ can remain a listed company on the JSE. The takeover bid price could be offered between $8.05-$10.50 which were the two prices that was offered to the larger shareholders in the last two major trades. It would represent a significant upside for people who bought the company’s initial public offering (IPO) in July 2011 when it was sold for $2 per share.

ASBH had already consolidated CPJ in its third quarter (July to September) with CPJ now moving its financial year from June 30 to December 31, a decision meant to align the reporting periods with ASBH. Thus, CPJ will likely be reporting audited financials for the six months period in the first quarter of 2025 due to this change.

ASBH has also made significant changes at CPJ since July 9, with Nicholas Hospedales being installed as the CEO of CPJ and Gerard Conyers being appointed interim general manager of CPJ (St Lucia) Limited. Both individuals are executives of ASBH.

CPJ’s board has also been completely changed, with Richard Pandohie, CEO of ASBH and Seprod Limited, appointed chairman, while Tyler has been appointed deputy chairman. Mark and Candace Hart also remained on the CPJ board which also welcomed Scott, Michael Conyers, and David Franco.

This is the second major acquisition done by ASBH this year following the acquisition of a 55 per cent stake in Retail Acquisition Company Limited, the parent company of Stansfeld Scott (Barbados) Limited. Seprod acquired ASBH in June 2022 and has been using it as the platform to grow its consolidated revenues to US$1 billion by 2026. Seprod’s consolidated revenue was $112.15 billion or US$723.78 million in 2023. Its nine months consolidated revenue was up 14 per cent to $93.43 billion, with consolidated net profit down a sixth to $2.97 billion.

Seprod’s stake in ASBH has also declined from 54.09 per cent to 50.63 per cent due to the newly issued shares.

ASBH declared a TT$0.01323 dividend totalling TT$18.39 million to be paid on January 31 to shareholders on record as of December 2. Seprod has also declared a $0.605 dividend totalling $443.80 million to be paid on January 17 to shareholders on record as of December 20.

The move to acquire the CPJ shares comes after Mark Hart was appointed to Seprod’s board on November 27. This appointment took place on the same day as Seprod’s extraordinary general meeting when shareholders approved the maximum number of directors on the company’s board from 12 to 14. Hart is now the 13th Seprod director.

“We are committed to becoming the leading distributor of food and premium beverages to hotels, resorts, and restaurants in Jamaica and across the Caribbean. As a member of the Brydens Group, CPJ will now have access to greater resources and a regional platform. This is an exciting time for both ASBH and CPJ. I look forward to working with the combined team to grow our business and deliver value to our customers, principals, employees, and shareholders,” said ASBH Chairman Paul B Scott in the JSE disclosure.