Scotiabank Canada raised its offer to acquire the outstanding minority stake in Scotia Group Jamaica Ltd by J$1.50 per share – a sweetener worth roughly J$1.3 billion (CDN$10 million) across the minority shares – before the deal was ever announced to the public, the company’s scheme of arrangement booklet reveals.
Scotiabank Canada and its Jamaica subsidiary discussed improving the offer price up to two days before the buy-out offer hit the market. Scotiabank improved the offer on June 10. The scheme agreements were finalised on June 11 and publicly announced on June 12.
“Scotiabank, through Scotia Caribbean Holding Ltd, delivered a revised proposal which included an improved purchase price,” stated the scheme of arrangement booklet received on the weekend.
The improvement raised the bid from $60 to $61.50 a share. The value of the offer remains unchanged at C$506 million.
By the time the market learned of the transaction, the original J$60 figure had disappeared. It surfaces now in the booklet, sent to shareholders ahead of an October 7 court-ordered vote on whether to accept the deal.
“After further discussions with Scotia Group Jamaica Limited, Scotia Caribbean Holdings Limited came back with an improvement to the purchase price,” the booklet stated.
The booklet also discloses that Ernst & Young Services Ltd, engaged as independent financial adviser to Scotia Group’s Independent Committee, assessed the deal at the initial $60 price. EY concluded the offer was “fair, from a financial point of view, to the minority shareholders of SGJ”. But later in its assumptions, EY drew a line between fair price and investment advice.
“The fairness opinion does not provide assurance that the offer is the best price,” EY indicated.
The timeline in the booklet shows that on April 28, the Caribbean operations sent a non-binding proposal to Scotia Group Jamaica (SGJ) to purchase the minority stake at J$60. “The initial proposal stated that Scotiabank expected the SGJ board would establish a committee of independent directors to review and consider the initial proposal and whether to recommend that the SGJ board approve the offer,” the booklet stated.
On May 7, the board engaged Hart Muirhead Fatta as independent legal counsel, and on the same day the Independent Committee retained EY to act as independent financial adviser.
SCHL held 72.7 per cent of Scotia Group’s 3.1 billion issued stock units as at June 2026. The scheme requires approval by both a “majority in number” of minority stockholders voting in person, or by proxy; and by votes representing at least 75 per cent in value. If approved, the transaction could close in the fourth quarter and result in Scotia Group’s shares being delisted from the Jamaica Stock Exchange. The meetings will be held on October 7 at AC Hotel by Marriott in St Andrew at 10 a.m. for SCHL shareholders and 11 a.m. for SGJ minority shareholders.
Scotia Group shares have historically offered dividend yields of four to five per cent – among the most consistent on the Jamaica Stock Exchange.
buisness@gleanerjm.com
