SAGICOR Group Jamaica Limited shareholders will vote this month on a reorganisation that would exchange their shares for ownership in a larger Caribbean group, bringing the regional businesses under one holding company with its operational headquarters in Jamaica.

The proposal, first unveiled in December 2025, would place Sagicor Group Jamaica and Sagicor Life Inc under Sagicor Group Caribbean Limited (SGC). It also involves fresh investment from Pan Jamaica Group Limited and plans to raise US$120 million in equity and debt during 2027 to strengthen capital, support growth, and fund digital improvements.

Shareholders will consider the transaction at two meetings on October 28, following the publication last Tuesday of a combined booklet detailing the proposal.

“To support the acquisition, fund the enlarged group’s digital transformation initiatives, and meet its capital requirements, Sagicor Caribbean intends to raise additional capital through a combination of equity and debt financing, including the agreed subscription by Pan Jamaica Group Limited,” Sagicor Jamaica Chairman Peter Melhado said in his letter to shareholders.

Under the proposed scheme of arrangement, shareholders would exchange each Sagicor Group Jamaica share for one share in Sagicor Group Caribbean. The new holding company would then replace Sagicor Group Jamaica on the Jamaica Stock Exchange (JSE).

While existing shareholders would receive the same number of shares, their percentage ownership would reflect the additional shares issued to bring the other businesses and new investment into the group.

Sagicor Financial Corporation Limited (SFCL), which currently owns 49.11 per cent of Sagicor Group Jamaica, is expected to hold approximately 57.31 per cent of SGC, after transferring its interests and receiving new shares.

Pan Jamaica Group would invest US$21.25 million, approximately $3.37 billion, for 80,218,951 SGC shares at US$0.2649 each. Its resulting stake in the enlarged group is expected to be approximately 26.03 per cent.

The wider reorganisation also includes a proposed acquisition of Sagicor Bank (Barbados) Limited by Sagicor Group Jamaica, which would bring the digital commercial bank into the Jamaican group.

The reorganisation agreement, dated December 2025, provides for Sagicor Financial Company Limited (SFC) and Sagicor Group Jamaica to negotiate the sale of SFC’s 98.06 per cent stake in the Barbados bank. The acquisition could take place before or after the Caribbean reorganisation, with the price and payment terms still to be agreed.

“SFC and SGJ agree to negotiate in good faith, each acting reasonably, to seek to determine and agree on the terms and conditions (including the price and form of consideration, which may be vendor take-back debt) on which SFC would sell all of its shares of SBBL to SGJ,” the agreement stated.

Vendor financing would allow Sagicor Group Jamaica to owe part or all of the purchase price to the seller rather than pay the full amount up front. The Barbados bank operates as a fully digital commercial bank and is led by Chief Executive Officer Curtis Knight.

The scheme meeting is scheduled for 10:00 am at the Sagicor Auditorium, with shareholders also able to participate online.

If the proposal secures the required shareholder support, an application would be made to the Supreme Court of Jamaica for Justice David Batts to sanction the scheme. The court order would then be filed with the Registrar of Companies, allowing Sagicor Group Jamaica to be delisted and SGC listed in its place. According to the booklet, that process is expected to be completed by February 10, 2027.

A separate extraordinary general meeting, scheduled for 11:30 am on October 28, will consider nine resolutions covering the wider reorganisation.

These include ratifying the reorganisation agreement, approving the applicable steps in the Marlin reorganisation, and issuing SGC ordinary shares to SFCL in exchange for its equity interests in Sagicor Life Inc and Series 2 preference shares in Sagicor Reinsurance Bermuda Ltd – Segregated Account No 2.

Shareholders will also be asked to approve Pan Jamaica Group’s investment and waive the rights issue requirement under JSE rules. Other resolutions address the amendment or abandonment of the reorganisation, the adoption by SGC of resolutions approved by Sagicor Group Jamaica, and the conversion of the Jamaican company from a public to a private company.

Beyond combining the insurance businesses, the proposed structure would allow certain companies to be held outside the regulated Jamaican group. Sagicor Group Jamaica’s 70 per cent interest in Bailey Williams Limited, for example, would be transferred to SGC to comply with Bank of Jamaica requirements for financial holding companies.

As part of the purchase price for Sagicor Life Inc, SFCL would also receive a US$20-million vendor financing instrument, such as a promissory note.

The transaction includes protection for SGC against losses at The Estates Group Holding Limited and Barbados Farms Limited. SFCL and Sagicor Financial Company Limited would indemnify the new holding company for the two entities’ combined net losses through December 2029, subject to an aggregate cap of US$36.75 million.

The booklet’s pro forma financial information projects core earnings attributable to shareholders of US$130.93 million for 2027. It also shows an asset base of US$7.08 billion and consolidated equity of US$1.06 billion, of which US$1.03 billion would be attributable to shareholders.

Those figures incorporate the planned US$120-million capital raise, comprising a US$70-million public equity offer and a US$50-million unsecured bond with a 10-year term.

Sagicor Financial Company has agreed to take up equity not purchased by other investors at US$0.2649 per share. Its commitment to cover any shortfall across the equity and debt offers is subject to a combined US$60-million cap.

The proceeds would be invested as additional equity in Sagicor Life Inc and Sagicor Life Insurance Trinidad & Tobago Limited to meet regulatory capital ratios, support future growth, and fund digital transformation.

That capital injection is required as approximately US$377 million in intercompany debt owed by Sagicor Financial Corporation to these entities would be eliminated as part of the reorganisation.

Although incorporated in Barbados, Sagicor Group Caribbean would have its operational headquarters in Jamaica under Chief Executive Officer Christopher Zacca. Dr Dodrige Miller chairs the company’s 12-member board which also includes Ian Carrington, Novar Patrick McDonald and Leighton McKnight.