BARITA Investments Limited has moved a decisive step closer to absorbing JN Fund Managers Limited (JNFM) after securing the critical regulatory no-objection from the Financial Services Commission. The transaction, valued by financial sector sources at approximately $4.2 billion, is poised to create one of Jamaica’s largest asset manager, overseeing a combined portfolio exceeding $500 billion.

The acquisition finalises a sweeping divestment strategy for the vendor, the Jamaica National Group, which has been selling assets after reporting aggregate losses of $8.54 billion over three consecutive financial years. For the acquirer, Barita, the deal represents the latest and largest move in a years-long strategy of aggressive expansion orchestrated by its ultimate parent company, Cornerstone Financial Holdings Limited. However, the purchase coincides with Barita’s own reported cooling of profitability and a delay in publishing its audited accounts, framing the deal as a major strategic bet where the purchase price represents approximately 140 per cent of its most recent annual net profit.

Barita entered a share sale agreement to acquire 100 per cent of JNFM in August 2025. The recent regulatory approval clears the path for the deal’s closure and the subsequent integration of JNFM’s operations into Barita’s platform.

Upon completion, the combined entity’s assets under management (AUM) are projected to surpass $500 billion. This marks a significant expansion from Barita’s standalone position, which reported $404.90 billion in on-and off-balance sheet AUM as of September 2024.

The reported $4.2-billion price tag represents a notable premium to JNFM’s stated equity of $3.19 billion as of its last audited balance sheet in March 2024. This suggests the valuation is driven by strategic market positioning and projected synergies rather than the target’s recent financial performance.

The acquisition arrives as Barita’s own financial momentum shows signs of moderation. For the twelve months ended September 2025, Barita’s unaudited results show net operating revenue fell 15 per cent year-on-year to $8.46 billion. This decline was primarily driven by a 43 per cent reduction in gains on investment activities, a line item that had previously fuelled strong earnings. Consequently, consolidated net profit declined 21 per cent to $3 billion.

The company’s balance sheet reveals a structure heavily reliant on short-term funding. As of September 2025, total liabilities stood at $114.58 billion, of which $90.55 billion — or 79 per cent — was held in repurchase agreements (“repos”).

Adding a layer of financial opacity at a critical juncture, Barita advised the Jamaica Stock Exchange on December 29, 2025, that the submission of its audited financial statements for the September year-end would be delayed until on or before January 31, 2026.

For the Jamaica National Group, the sale of JNFM is the final act in a necessary divestment programme, following the sales of JN Bank (UK) in September 2024 and JN General Insurance in June 2025. An internal characterisation of the strategy has been to “cauterise the financial bleed.”

The pressure on JN Group was formalised by regional rating agency CariCRIS, which revised its outlook on the group to negative from stable in December 2025, citing expectations that earnings “will remain under pressure.” The group has signalled that divestment proceeds are intended to bolster its core banking subsidiary, which it claims returned to profitability in the latter part of 2025.

The asset being sold, JNFM, was itself a significant contributor to this strain. Its audited financials for the year ending March 2024 revealed a net loss of $568.05 million. Operating revenue plummeted 63 per cent to $378.35 million due to impairment losses, while operating expenses rose 21 per cent to $1.27 billion. The entity reported total assets of $29.90 billion against liabilities of $26.71 billion, which included $24.76 billion in repurchase agreements. JNFM had $50.77 billion in managed funds.

The JNFM acquisition is the latest in a series of moves by Barita’s parent, Cornerstone, to build a dominant regional financial platform. In December 2025, Cornerstone entered a strategic partnership with Proven Management Limited (PML), with Bank of Jamaica Governor Richard Byles indicating the partnership likely involves Cornerstone acquiring a stake in PML. Barita itself is the second-largest shareholder in Proven Group, with a four per cent stake as of September 2025.

In the announcement, Chairman Mark Myers extended “special appreciation” to Cornerstone Founder and Group Chief Executive Officer Paul Simpson, citing his “prudent stewardship, disciplined and focused execution, resilience through market cycles, and unwavering commitment to integrity” as underpinning the group’s sustained growth.

This strategy has included both successes and setbacks. Cornerstone sold a four per cent stake in Barita to the National Insurance Fund for $3.67 billion in March 2025, with sector sources indicating the group is raising over $10 billion for new deals. A prior attempt to acquire a 70 per cent stake in Clarien Group Limited was terminated in May 2025.

Cornerstone’s platform now spans investment banking, wealth and asset management, banking via Cornerstone Trust & Merchant Bank, financial technology, and real estate development.

The regulatory approval marks a pivotal step in a transaction that will dramatically consolidate Jamaica’s asset management sector, creating a market leader of unprecedented scale. The deal’s success now hinges on Barita’s ability to execute a complex integration, realise projected cost and revenue synergies, and manage its leveraged balance sheet — all while navigating Jamaica’s post-Hurricane Melissa economic recovery.

For JN Group, the $4.2-billion infusion provides critical liquidity as it seeks to stabilise its core banking and remittance businesses. The group is scheduled to hold its annual general meeting on January 27, where members will vote on a special resolution to amend the company’s articles of incorporation.

The market’s assessment of this high-stakes consolidation will evolve with the forthcoming publication of Barita’s audited financials and the early progress of the integration. The transaction underscores a decisive shift in Jamaican finance, where growth is increasingly driven by leveraged acquisition and scale, signalling the ascendancy of a new, privately-held conglomerate model over an older mutual society structure.

­­–David Rose contributed to this article

Barita Chairman Mark Myers, overseeing the firm’s largest acquisition as part of parent company Cornerstone’s consolidation strategy.

Barita Investments Limited is set to expand its reach in Jamaica’s asset management sector with a JNFM acquisition and has expanded its regional footprint through a strategic partnership with Proven Management Limited (PML).

JN Financial Group is divesting its JN Fund Managers arm to Barita in a deal worth $4.2 billion. (Photo: David Rose)