DOLPHIN Cove Limited is set to get a new controlling shareholder after World of Dolphins Inc agreed to sell its entire 79.99 per cent stake in the Jamaica-based attractions company to Saint Lucia-incorporated Global Attractions Limited.

The July 9 agreement covers 313,901,858 ordinary shares, according to a disclosure posted by the Jamaica Stock Exchange on Monday.

Neither the purchase price nor the expected completion date was disclosed. The notice also did not identify Global Attractions’ beneficial owners, explain how the acquisition will be financed, or outline the purchaser’s plans for Dolphin Cove after gaining control.

Dolphin Cove’s directors were formally advised of the agreement by attorneys for World of Dolphins on July 10. The announcement moves the transaction beyond the exploratory phase disclosed last September and places one of Jamaica’s best-known tourism attractions on course for its second major ownership change in just over a decade.

Dolphin Cove’s shares closed on Monday at $10.95 on the JSE Junior Market. Based on the company’s 392,426,376 issued shares, that price values the company at approximately $4.3 billion.

At the same market price, World of Dolphins’ 79.99 per cent block would be worth about $3.44 billion. The actual acquisition price may differ because the transaction transfers control of the company.

The remaining 20.01 per cent held by minority shareholders — approximately 78.5 million shares — was worth about $860 million at Monday’s closing price.

Registry records in Saint Lucia show that Global Attractions Limited was incorporated on March 16, 2026 — less than four months before it signed the July 9 agreement to acquire control of Dolphin Cove. The company is listed as registered and tax-resident in Saint Lucia, with McNamara Corporate Services Inc as its registered agent. The basic publicly accessible registry profile does not identify Global Attractions’ shareholders, directors or beneficial owners, while no company documents were listed for download.

The timing of its incorporation suggests it may have been established as a special-purpose acquisition vehicle, although neither the purchaser nor Dolphin Cove has confirmed that.

Once Global Attractions formally acquires control, it will have 30 days to make a follow-up mandatory offer to Dolphin Cove’s remaining shareholders under the Securities (Take-Overs and Mergers) Regulations and JSE rules.

The mandatory offer will give minority investors an opportunity, but not an obligation, to sell their shares to the new controlling shareholder. The price and other terms are expected to be set out in the takeover bid circular that must accompany the offer.

“The purchaser will have, within 30 days of the date it acquires control, to make a ‘follow-up’ mandatory offer to the other shareholders of Dolphin Cove Limited,” the company said.

Sale process reaches agreement

The transaction is the culmination of a sale process announced in September 2025, when World of Dolphins invited potential purchasers to bid for some or all of its stake in the Jamaican company.

Greenhill & Co was appointed investment banker to manage that process and provide qualified bidders with access to a data room containing information on Dolphin Cove.

The sale was launched against the background of Chapter 11 bankruptcy proceedings involving Leisure Investments Holdings LLC, the ultimate parent of World of Dolphins, and several affiliated entities.

Leisure Investments entered Chapter 11 proceedings in Delaware in March 2025. World of Dolphins and Dolphin Cove were not themselves included in the bankruptcy proceedings, and Dolphin Cove continued to operate as an independently listed Jamaican company.

World of Dolphins acquired its controlling interest in Dolphin Cove through a takeover transaction announced in late 2015. The offer valued the shares at US$0.1338 each, with the acquisition of the majority interest costing more than US$35 million.

The stake subsequently settled at 79.99 per cent, giving World of Dolphins decisive control over shareholder votes and board appointments.

Global Attractions will inherit that controlling position once the latest transaction is completed. Any purchase of shares tendered under the subsequent mandatory offer could push its ownership above the initial 79.99 per cent.

The transaction does not automatically remove Dolphin Cove from the JSE. Delisting would require separate steps and approvals, and no proposal to take the company private has been announced.

Tourism asset

Dolphin Cove operates marine and adventure attractions serving Jamaica’s hotel and cruise tourism markets, including Dolphin Cove Ocho Rios, Dolphin Cove at Moon Palace Jamaica and Yaaman Adventure Park in St Ann, as well as Dolphin Cove Montego Bay in Hanover.

Its latest annual report lists 245 employees across the operations and describes the company as continuing to generate positive operating cash flow despite a difficult 2025 for Jamaica’s tourism industry.

The sale announcement also comes just over two weeks before Dolphin Cove’s annual general meeting, scheduled for July 30 at The Courtleigh Hotel & Suites in Kingston.

Shareholders are due to vote on the re-election of directors Richard Downer, Stafford Burrowes and Steven Strom. KPMG has also indicated that it will retire as auditor at the end of the meeting, with the board seeking authority to appoint a replacement.

No connection has been disclosed between KPMG’s retirement and the proposed change of control.

The previously released accounts show revenue of US$13.1 million for 2025 and a net loss of US$2.3 million. The loss included a US$2.8-million impairment against amounts owed by related companies affected by the parent group’s insolvency and Chapter 11 proceedings. Those results provide financial context for the acquisition but predate the takeover agreement.

The mandatory offer circular should provide the first public benchmark for the price available to minority shareholders.

Until then, key questions remain unanswered: Who ultimately owns Global Attractions; how the acquisition is being financed; and what the new controller intends to do with one of Jamaica’s best-known tourism attractions.