2 weeks ago
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AS Bryden & Sons Holdings Limited has acquired an additional 30.4 per cent of Caribbean Producers Jamaica Limited, CPJ, giving it an outright majority stake of 75.3 per cent in the regional food trader and purveyor.
The deal, done via a share swap, has seen the sellers of the CPJ shares being issued with 94,871,379 ASBH shares.
ASBH will now make a mandatory offer to minority shareholders to purchase their shares, as required by stock exchange rules when a takeover exceeds 50 per cent of a listed company’s outstanding shares.
Co-founder of CPJ, Mark Hart, described the transaction as “the completion of AS Bryden Holdings’ acquiring” Caribbean Producers, a company based in Montego Bay.
The seller or sellers of the CPJ shares were not disclosed in filings on the transaction and Hart sidestepped the query, saying he needed to respect protocol. However a clearer picture should emerge once the companies release their December earnings reports.
Up to September, Hart controlled 251 million shares in CPJ via Sportswear Producers Limited and Wave Trading Limited. Co-founder Thomas Tyler continued to hold 82.8 million shares directly, having previously sold down the CPJ shares he held through Oniks Investments over the summer.
CPJ is the largest supplier of food and beverage to the hotel sector, with operations in Jamaica and St Lucia. Trinidad-based AS Bryden Group is a subsidiary of Jamaica’s Seprod Group, a producer and trader of consumer foods and beverages.
AS Bryden initially bought a large stake in CPJ in July, and held 45 per cent ownership prior to the current purchase. Other than investment company Mayberry Jamaican Equities’ disclosure that it sold its one-fifth holdings in CPJ to ASBH in July, the other sellers of shares were not fully disclosed at the time. However, few hold sufficient shares for such a transaction other than founders Hart and Tyler.
In the wake of the July deal, Hart and Tyler gave up their co-chairmanship of CPJ to Seprod’s Richard Pandohie. Subsequently, Hart joined the board of Seprod Group as a director on November 27.
The price that Bryden will offer to minority owners for the quarter block of outstanding shares can be no less than the price paid for the 30 per cent stake it just acquired. That price has not been disclosed.
The announcement of the deal came in the wake of a near $3 billion block trade in CPJ stock last Friday. A total of 334.34 million CPJ shares traded that day, with the stock price closing at $8.30.
AS Bryden indicated in its market filing that it wants CPJ to remain as a listed company. For that to happen, Bryden’s take up of additional shareholdings under the mandatory offer would have to be less than five per cent. Under stock market rules, to remain a listed company, majority ownership must be below 80 per cent; and a breach could trigger CPJ’s market exit.
Both CPJ and AS Bryden are listed on the Jamaica Stock Exchange. Shares in CPJ traded at $8.44 on Tuesday, while the ASBH stock closed at $30.95 per share, unchanged from Friday.
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