The sale of NCB (Cayman) Limited between National Commercial Bank Jamaica Limited (NCBJ) and Berkeley Financial Holdings Limited has been terminated due to the transaction not being completed in the stipulated time and in the specific manner as defined under a share purchase agreement.

NCBJ announced last February that it had entered into an agreement with Berkeley to sell NCB (Cayman). This was part of the larger goal of NCB Financial Group Limited (NCBFG) to reallocate capital across the financial conglomerate. While a selling price was never disclosed for the transaction, NCB (Cayman) had US$252.44 million ($38.89 billion) in total assets and US$64.16 million ($9.88 billion) in equity/capital as at September 30, 2023. The Cayman bank had also received a Class A banking licence in November 2022, which is the highest banking licence that a bank can attain in the Cayman Islands.

“The termination of the agreement between NCBJ and Berkeley arises from the agreement not reaching completion within the agreed time and in the specific manner contemplated by them. The intention is therefore to explore alternatives at this juncture,” stated NCBFG in a market disclosure on Monday.

NCB Cayman’s net profit decreased 44 per cent from US$7.22 million in September 2022 to US$4.07 million ($627.18 million) in September 2023 according to its pillar three reports. The latest pillar 3 report has not been published as yet.

NCB (Cayman) was one of the two active Cayman subsidiaries under NCBJ with the other entity being NCB Capital Markets (Cayman) Limited. NCBJ itself received $5.41 billion from NCB (Cayman) and $4.56 billion from NCB Capital Markets (Cayman) in December 2023 through a combination of dividends and share buybacks. These were settled by a combination of cash, transfer of investment securities and property. The proceeds from these transactions with four NCBJ subsidiaries was distributed to NCBFG as a dividend via the same settlement mechanisms.

“Our focus remains on identifying and pursuing opportunities that align with the overarching objectives of our business. In the meantime, NCB (Cayman) Limited will continue to be a key component of our operations, playing an important role in delivering value to our clients and stakeholders. As we move forward, we are committed to leveraging its strengths and exploring strategic options that support growth and innovation within our group,” said Bruce Bowen, chief executive officer (CEO) of NCBJ in a press release.

With the cancellation of the NCB (Cayman) sale, NCBFG will be looking to the sale of a 30.20 per cent stake in Clarien Group Limited, a Bermudan holding company, to Cornerstone Financial Holdings Limited. That transaction is subject to regulatory approval.

Clarien Bank Limited, a Bermudan commercial bank and wholly owned subsidiary of Clarien Group, reported a 26 per cent rise in consolidated net profit to BMD$14.15 million due to higher net fee and commission income. The banking entity reported a five per cent rise in consolidated assets to BMD$1.39 billion with a 31 per cent rise in equity to BMD$141.65 million. Clarien Bank declared a BMD$3.744 million ($587.06 million) dividend to Clarien Group which subsequently declared a dividend to its three shareholders during the 2024 financial year ending September 30.

According to NCBFG’s consolidated audited financials, a dividend of $581.36 million was paid by Clarien Group with NCBFG receiving $291.26 million and the remaining $290.10 million going to the other two shareholders. Clarien Group had $219.30 billion in total assets and $22.33 billion in net assets.

NCBFG, on a standalone basis, itself reduced its total debt load from $93.22 billion to $90.59 billion with part of this reduction coming from the $2.41 billion additional public offering (APO). The $77.18 billion of NCBFG’s debt is from external sources with the holding company having $62.99 billion in current debt for the 2025 financial year.