The deal for the partial sale of Clarien Group Limited by NCB Financial Group Limited (NCBFG) to Cornerstone Financial Holdings Limited (CFHL) has expired with the involved parties deciding not to extend the transaction.

The disclosure was posted Thursday on the Jamaica Stock Exchange (JSE) after market hours. The share purchase agreement (SPA) was executed on June 11, 2024, and would have seen NCBFG sell a little over 30 per cent of its stake in Clarien Group to CFHL. The stake would have taken CFHL’s ownership in Clarien to a just-over 70 per cent stake. Portland Private Equity Limited (PPE) was expected to exit its investment in Clarien upon the consummation of this sale.

Clarien Group paid a US$3.75-million dividend in 2024 with NCBFG collecting US$1.88 million from that payment. This was the first dividend paid by Clarien since NCBFG acquired its majority stake in December 2017. The payment was made as Clarien Group grew revenue by 30 per cent to $17.88 billion during 2024 with net profit rising by 28 per cent to $2.21 billion. Clarien Group’s asset base as of September 2024 was $219.30 billion with $196.97 billion in liabilities. The non-controlling interest in Clarien Group was valued at $13.03 billion in 2024.

This is NCBFG’s second major deal to fall through in the last year. NCBFG tried to sell NCB (Cayman) Limited to Berkley Financial Holdings Limited, a private British company after entering a share purchase agreement in February 2024. However, NCBFG announced that the deal was terminated in January due to a failure to complete the agreement within the specified time and manner contemplated by both parties.

The sale of Clarien and NCB (Cayman) was part of the broader capital reallocation strategy being spearheaded by current NCBFG Chief Executive Officer Malcolm Almeida. That strategy has involved reallocating capital across the group, bringing down the cost to income ratio and cutting down debt across the group.

However, the different capital strategies being executed by NCBFG have not played out as expected. Apart from the sale of Clarien and NCB (Cayman), NCBFG attempted to raise $5.097 billion in its June 2024 additional public offering (APO) but fell short as investors only gave the financial conglomerate $2.5 billion in new equity capital.

NCBFG did not declare a dividend last quarter (January to March) with respect to its first quarter (October to December) results. It is also actively refinancing maturing debt with the 2024 audited financials revealing that NCBFG, the stand-alone holding company, had $62.99 billion of its debt deemed as current in the ongoing 2025 financial year, including $13.41 billion owed to NCB Global Holdings and other parties.

The only sale that has been successfully completed in the NCB Financial Group has been that of Thoma Exploitatie B.V., a Dutch subsidiary of Trinidad and Tobago-based insurer Guardian Holdings Limited (GHL), to UK insurer PIB Group Limited on January 24. GHL’s first quarter numbers revealed that it sold the Dutch insurance brokerage business for TT$888.01 million ($20.60 billion) with GHL recording a TT$651 million ($15.10 billion) gain on sale on its income statement. NCBFG will report this gain on sale on its consolidated second quarter (Q2) financials.

NCBFG is set to have its earnings call Friday after publishing its Q2 report. This earnings call will include Almeida, NCBFG Group Chief Financial Officer Malcolm Sadler and other group executives. NCBFG closed at $46.04 on Thursday which leaves it down nine per cent in 2025 with a market capitalisation of $118.99 billion.