KINGSTON, Jamaica — Scotiabank Caribbean Holdings Limited is moving to take Scotia Group Jamaica Limited (SGJL) private, in a transaction that would see minority shareholders bought out at $61.50 per share in cash.

SGJL announced Friday that it has entered into a definitive arrangement agreement with Scotiabank Caribbean Holdings Limited, its majority shareholder, which already owns 71.78 per cent of the company.

Under the proposed transaction, all SGJL shares not currently owned by Scotiabank Caribbean Holdings would be repurchased, subject to court approval, minority shareholder approval and other closing conditions.

The offer price represents a premium of approximately 13 per cent to the 30-day volume weighted average trading price of SGJL shares on the Jamaica Stock Exchange up to June 11, the last trading day before the announcement.

SGJL said the transaction is aimed at improving capital and operational efficiency and allowing Scotiabank to respond more quickly to market opportunities. It said there would be no material impact on SGJL’s current operations if the transaction is completed.

“With a legacy of nearly 137 years in Jamaica, this transaction reflects our ongoing commitment to our operations in the country,” said Francisco Aristeguieta, group head, international and global transaction banking at Scotiabank.

Jabar Singh, Scotiabank’s president for the Dominican Republic and the Caribbean, said Jamaica and the Caribbean remain central to Scotiabank’s global strategy.

SGJL President and CEO Audrey Tugwell Henry said the transaction is intended to allow the group to focus more sharply on long-term value creation and core business growth.

The deal was recommended by an independent committee of SGJL directors and approved by the board, with conflicted directors recusing themselves. Ernst & Young Services Limited was appointed as independent financial adviser and provided a valuation and fairness opinion.

The transaction will be carried out through a court-approved Scheme of Arrangement under the Companies Act. It must be approved by a majority of minority shareholders present and voting, as well as by at least 75 per cent in value of those minority shareholders present and voting. It also requires approval from the Supreme Court of Jamaica.

SGJL said shareholder meetings are expected in the coming months. If approved, the transaction is expected to close in the fourth quarter of 2026.

Shareholders will have the option of receiving payment in Jamaican dollars or US dollars, with the US-dollar payment based on the Bank of Jamaica’s weighted average selling rate three days before settlement.

SGJL had assets of $774 billion as at October 31, 2025. Scotiabank has operated in Jamaica since 1889 and currently has approximately 1,800 employees and 28 branches locally.