THE Supreme Court on Wednesday cleared the way for Scotia Group Jamaica Limited (SGJ) to convene shareholder meetings on its approximately $54-billion privatisation plan, advancing a transaction that could end more than 57 years of Scotia trading on the Jamaica Stock Exchange (JSE).

SGJ disclosed the formal order on the JSE after the market closed Thursday. It grants the company permission under section 206 of the Companies Act to convene separate meetings of its parent, Scotiabank Caribbean Holdings Limited (SCHL), and minority shareholders to consider the proposed scheme of arrangement.

As the transaction moves through the courts, President and CEO Audrey Tugwell Henry has stepped up efforts to assure customers that delisting will not lead to a reduced presence in Jamaica. In a July 10 email sent directly to customers, she pointed to plans to build new branches, upgrades to automated banking machines (ABMs) and continued investment in digital services.

The commitments stand out after several years of branch consolidation and come two months after Scotiabank selected the Dominican Republic as the hub for its Caribbean operations.

“Following our recent privatisation announcement, I want to be clear: Our commitment to Jamaica and to you has not changed. Scotia Group will continue to invest in our services, strengthen the client experience, and make it easier and more convenient to do business with us,” Tugwell Henry said in the email, entitled “Your future is safe with us.”

The message was the second sent since SGJ announced the proposed transaction on June 12.

Tugwell Henry said the Bank of Nova Scotia Jamaica Limited (BNSJ) continues to work on upgrading 137 ABMs before the end of the year. The upgraded machines are meant to make cash deposits easier and improve access for customers through audio-enabled functions and ramps where site conditions permit.

She also cited online banking enhancements covering creditor insurance, wire transfers and debit card controls. BNSJ also completed the renovation of six branches and plans to renovate the Mandeville branch shortly.

“In addition, we plan to construct three new purpose-built branches over the next three years within our current footprint,” Henry added.

The plan to construct the new branches follows several years of consolidation. SGJ closed branches at Old Harbour, Black River and Cross Roads in 2021 and converted 11 locations to digital branches between 2019 to 2021. The current branch model which includes 15 full-service branches and two sales centres has remained unchanged since 2021.

Under the proposed scheme SCHL intends to acquire the remaining 878,189,600 outstanding ordinary shares held by minority shareholders at $61.50 each for a total consideration of $54 billion. SCHL currently owns 71.78 per cent of SGJ shares and will become its sole shareholder following the repurchase.

If completed, the transaction would end more than 57 years in which a Scotia company has traded on the JSE. BNSJ listed on the JSE in February 1969 before it was replaced by SGJ in May 2007.

The court order which came after a July 9 submission by SGJ, schedules two meetings for the proposed scheme of arrangement. SCHL will hold a meeting at 10am while the meeting for minority shareholders will be held at 11:00 am. The date for both meetings is October 7 at the AC Hotel Kingston. The court order declares SCHL’s attendance alone would satisfy the quorom for the first meeting, despite SGJ’s articles normally requiring a minimum of two members. SGJ chairman Vernon Douglas or SGJ director Audrey Richards — if Douglas is unavailable — is to chair both meetings. The chairman must submit reports on the resolutions and the voting results to the court.

The scheme booklet, notice of meeting and form of proxy are to be sent to shareholders by registered mail and published on the JSE website and SGJ. Shareholders are also to be told where copies of the booklet can be obtained free of charge.

For the scheme to proceed, more than half of the minority shareholders present and voting must support it. Those shareholders must also represent at least 75 per cent of the value of the minority shares voted. Once these conditions are met, the court would review the scheme before sanctioning it as effective.

Although SCHL is offering $61.50 per share to minority shareholders, the stock price continues to trade at a discount with it hitting an intraday peak of $61 on June 12. The discount suggests investors are accounting for the wait to settlement and the possibility that the required shareholder or the court approvals may not be obtained. The share price closed Thursday at $57.08 which leaves it up 7.4 per cent year-to-date and values the company at $177.6 billion.

The move by SCHL to take its Jamaican subsidiary private forms part of continued changes in the Caribbean. Scotiabank transferred its Guyanese banking operations to Scotiabank Guyana Inc in November 2025. Scotiabank previously operated as a branch in Guyana since 1968. It attempted to sell the business to Republic Financial Holdings Limited in November 2018 and First Citizens Bank Limited in March 2021, but both deals fell through.

Scotiabank also announced in May that the Dominican Republic would be its regional hub to lead operations and investments across the Caribbean, Central America and Colombia. The Dominican Republic currently consolidates customer calls from across the region.

Scotiabank retains Caribbean banking operations in The Bahamas, Barbados, Cayman Islands, Trinidad & Tobago and the Turks & Caicos Islands. It previously divested its banking operations in Puerto Rico, US Virgin Islands, Belize and, Antigua and Barbuda.

It also left seven Eastern Caribbean markets and the British Virgin Islands between 2019 to 2020 and sold two insurance subsidiaries in the Eastern Caribbean to GraceKennedy Limited between 2021 to 2023.

Scotiabank’s Caribbean operations reported CA$1.40 billion ($157.78 billion) in revenue for the six-month period ending April 30. Consolidated net income grew 11 per cent to CA$552 million, with CA$497 million attributable to shareholders. These subsidiaries held CA$26 billion in average assets. Scotiabank’s next quarterly publication is set for August 25.

“Thank you for continuing to place your trust in us. As we look ahead, you can be confident that Scotia Group remains committed to helping build a stronger future for you, your family, your business and Jamaica,” Tugwell Henry closed.

TUGWELL HENRY…we plan to construct three new purpose-built branches over the next three years within our current footprint.