Simply Secure Limited acquired another 15.62 per cent of tTech Limited for $36.42 million in its recent takeover bid of the managed services provider.

tTech published a disclosure last Tuesday that Simply Secure acquired 16,555,727 ordinary shares of tTech at $2.20 from 90 shareholders who accepted the takeover bid. That pushed Simply Secure’s overall holdings in tTech to 89,784,950 shares or 84.70 per cent of tTech with a total acquisition cost of $197.53 million. The takeover bid ran from December 13 to January 6.

“SSL has also advised that the registrar [Jamaica Central Securities Depository] to the offer is working with the Jamaica Stock Exchange (JSE) and the lead broker to the offer to enable the transfer of these shares to SSL and settlement of amounts due to the accepting shareholders in accordance with the provisions of the terms of the offer and the Rules of the JSE,” stated the disclosure signed by chairman and founder Edward “Teddy” Alexander.

According to the takeover bid circular, shareholders who accepted the offer and tendered their shares to Simply Secure should be paid by January 20, 14 days after the takeover bid closed. Simply Secure received its additional ordinary shares via a block transfer on January 16 as per the JSE’s trade sheet.

With Simply Secure now owning more than 80 per cent of tTech, the company is likely to be delisted by the JSE due to the breach of the 80 per cent shareholder cap. Upon delisting, tTech would be liable to repay the tax remission of $24.83 million to the tax authorities as the company would have been delisted prior to spending at least 15 years as a listed company on the JSE. Upon tTech’s delisting, there would be 47 companies remaining on the Junior Market. tTech listed on the Junior Market of the JSE on January 7, 2016, at $2.50.

“If the requirements of section 209 (1) of the Companies Act are met, the offeror [Simply Secure] intends to utilise the provisions of the section to pursue the compulsory acquisition of the tTech Shares it did not acquire in response to the offer. In this event, the offeree may seek to procure that the JSE permits tTech to remain listed pending the completion of the compulsory acquisition process to facilitate the resulting transfer of the tTech shares,” said the takeover bid circular.

Jamaica Money Market Brokers Limited (JMMB), which provided a fairness opinion in the takeover bid, noted that they valued tTech at $2.20 per share if it wasn’t delisted and at $1.96 if they were delisted.

Simply Secure is a St Lucian IBC with its principals being Jamaican Kevin Gordon and New Zealander Rob Mayo-Smith. Both principals now sit on tTech’s board of directors with Gordon now sitting as chief executive officer of tTech while Mayo-Smith is the new chief operating officer. Both Gordon and Mayo-Smith also run managed security services provider Simply Secure LLC, which is based in Fort Lauderdale, Florida, with the same positions as seen with tTech.

tTech’s 2024 audited financials are due for submission by March 1, but the company might not have to meet that obligation if it’s delisted before that date. tTech hit a new 52-week low of $1.58 on Thursday before closing Friday at $2.04, which translates to a market capitalisation of $215.98 million.