THE mystery surrounding the recent shake-up in ownership at Elite Diagnostic Limited has been partly cleared, with two St Lucia-registered companies emerging as its largest shareholders following weeks of heavy trading that raised questions about a possible takeover of the Junior Market-listed company.

Resource Assets Limited (RAL) and Navy Inc. now hold 49.80 per cent and 20.96 per cent, respectively, of Elite’s issued ordinary shares, according to a disclosure issued on Monday by the company’s secretary, Cube Corporate Support Limited. Together, the two companies account for 70.76 per cent of Elite’s issued shares, although neither has disclosed any arrangement to exercise control jointly.

RAL has been linked to Jamaican businessman and investor Donovan Lewis, whose investment interests extend across several companies listed on the Jamaica Stock Exchange. However, the latest disclosure does not independently identify Lewis as RAL’s beneficial owner.

The announcement follows several weeks of speculation over who had been acquiring large blocks of Elite shares after a series of transactions between July and October significantly altered the company’s ownership structure.

The transactions attracted attention earlier this month after Elite disclosed that a review of shareholder records showed a single investor holding more than 50 per cent of its issued ordinary shares between October 2 and 6. The holding subsequently fell to approximately 38 per cent, raising questions about whether the temporary majority position triggered an obligation to make a takeover offer to remaining shareholders.

Under the applicable takeover rules, an investor acquiring 50 per cent or more of a listed company’s voting shares may be required to make an offer to other shareholders unless an exemption applies.

Monday’s disclosure confirms that RAL held 49.80 per cent of Elite as at October 23, just below the 50 per cent threshold.

In response to enquiries from Elite, both RAL and Navy Inc indicated that they had acquired their shares as long-term investments and had no immediate intention of purchasing additional shares.

“It acquired its shares for long-term investment purposes and with a view to enhancing shareholder value,” the shareholders stated in their responses to the company.

Both entities also advised that they were not acting in concert with any other person concerning their Elite shareholdings and that their voting rights were not subject to any agreements.

Elite Diagnostic, which listed on the JSE Junior Market in February 2018, provides medical imaging services, including MRI, CT scans and X-rays. The company is chaired by Steven Gooden, while Marjorie Miller serves as general manager.

Lewis’S investment interests

The reported connection between RAL and Lewis has drawn attention to the businessman, who has built sizeable investments across several Jamaican listed companies.

Lewis, founder of the Ideal Group of Companies, has investment interests spanning banking, financial services, food manufacturing and distribution.

Through Resource in Motion Limited (RIM), he has accumulated significant holdings in GraceKennedy Limited and Salada Foods Jamaica Limited, according latest public data.

RIM holds 57.98 per cent of Salada Foods, while the original shareholding analysis places Lewis’ combined connected interest, including holdings through other companies and accounts, at 78.69 per cent.

His investment interests also extend to NCB Financial Group Limited, where the original analysis puts his combined holdings at 2.86 per cent. Lewis previously served on the board of National Commercial Bank Jamaica Limited between May 2002 and January 2011.

RIM has also increased its investment in Scotia Group Jamaica Limited, acquiring another 3,036,379 shares between May and July 2026. The transactions brought its reported holdings to 43,075,177 ordinary shares at the end of July.

Based on the revised acquisition consideration of J$75 per share being offered by Scotiabank Caribbean Holdings Limited, that holding would be valued at approximately J$3.23 billion.

The amount represents an estimate based on RIM’s last reported shareholding and does not establish its final entitlement under the transaction, which would depend on its holdings and the applicable terms of the offer.

While Lewis’ existing portfolio gives the reported RAL connection added significance, the extent of his interest in Elite cannot be independently established from the company’s latest shareholder disclosure alone.

Questions remain over Navy Inc

The identity of the beneficial owner of Navy Inc, Elite’s second-largest shareholder, also remains unclear.

According to information cited in the original shareholder analysis, Navy Inc was incorporated in St Lucia on November 7, 2024, with Foster Capital Inc serving as its registered agent.

Elite has not publicly identified the individuals ultimately controlling Navy Inc, although the company said it had sought information from its substantial shareholders regarding their holdings and intentions.

“The information above was provided to the Company by the shareholders concerned. The company has kept the Jamaica Stock Exchange and the Financial Services Commission informed of these matters,” Elite stated.

The unusual trading activity for the otherwise thinnly traded stock and limited information available to investors have also prompted public criticism.

Mayberry Group Limited Chairman Christopher Berry raised concerns on social media platform
X on October 12 about the movement of large blocks of Elite shares and what he regarded as information gaps affecting minority shareholders.

“Over 50 per cent of Elite has been sold, no takeover bid, stock exchange refusal to provide market [the] top 100 to market, information gaps, minority shareholders buying and selling without material information,” Berry wrote.

The concerns followed transactions involving several of Elite’s former major shareholders, including Excel Investments Inc, which had held 24.53 per cent of the company as at June 30, and NCB Capital Markets Limited, which had held 18.68 per cent.

Elite has maintained that it has kept both the JSE and the Financial Services Commission informed of the changes in shareholdings.

The company’s audited results for the financial year ended June 2026 showed revenue increasing two per cent to $867.29 million, while net profit declined 14 per cent to $27.60 million. The company has also been investing in new equipment and premises as part of efforts to expand its diagnostic services.

Elite’s annual report is due on October 28, while its first-quarter report is expected by November 14.