Trinidadian company completes takeover of CPJ

 

A.S. Bryden and Sons Holdings Limited (ASBH) which, in a takeover bid, offered to purchase up to 51,782,469 shares in Caribbean Producers Jamaica Limited (CPJ) on the terms which included consideration of ten newly issued ordinary shares in CPJ for every 35.23 old CPJ shares sold has concluded the bid successfully.

For shareholders that owned less than 35.23 CPJ shares, a cash payment of $10.50 per CPJ share was be made to such accepting shareholders. The offer was issued on January 9. Deadline was 14 days from the date of the offer.

A.S. Bryden & Sons Holdings Limited is described in the offer circular as “One of the largest distributors of fast-moving consumer goods in Trinidad and Tobago. The Group represents global food, liquor, pharmaceutical, hardware, houseware and industrial equipment brands, and manufactures products under its own brands.

“The Group has a large market share in Trinidad and Tobago with a smaller but growing presence in Barbados, Guyana, St. Vincent and St. Lucia. In addition to CPJ, the Group operates through four principal operating subsidiaries A.S. Bryden & Sons (Trinidad) Limited, Bryden pi Limited, F.T. Farfan Limited and Micon Marketing Limited. Founded in 1923, today the Group has over 1,800 employees and last year for the financial year ended December 31, 2023, generated revenues of approximately TT$2.56 billion.”

Management states that based on revenue, the Group is one of the largest consumer goods companies in the English-speaking Caribbean.

ASBH anticipated that the total aggregate sums to be paid to all such shareholders would approximate J$1,363,792.50 and this was be paid from the cash on ASBH’s balance sheet.

On Wednesday January 8, 2025, ASBH announced an increase in ownership stake in CPJ. It acquired an additional 30.4 per cent. As a result of this additional purchase, ASBH now owns 75.3 per cent of CPJ and CPJ is now a subsidiary of ASBH.

The Company, in recognition that the increased ownership which represented more than 50 per cent of the issued share capital of CPJ consequently extended a mandatory offer to all remaining CPJ shareholders in accordance with the Jamaica Stock Exchange's General Principles relating to Takeovers and Merges.

ASBH was targeting no more than 79.99 per cent of shareholding in its bid.

Caribbean Producers Jamaica Limited’s (CPJ’s)common shares on January 10, 2025 traded in the range of J$8.19 to $8.60 each.


CPJ was founded in April 1994 by Mark Hart and Thomas Tyler as a food service distributor selling consumable products to the hospitality industry, distributing also non-food, wines & spirits for major, internationally renowned brands. It now manufactures its own line of beverages and meat products.

The company listed on the Jamaica Stock Exchange (JSE) on July 20th.

Located in Montego Freeport, St. James, the company has over 120,000 sq. ft. of space, housing offices, manufacturing plants and refrigerated and dry warehouse space. The distributor of wines and spirits and distributes brands, namely Bacardi, Grey Goose, Dewar’s, Rémy Cointreau, Yellow Tail, Concha y Toro, Taittinger and Louis Latour.

Its other operations are retail store CPJ Market with The Deli and CRU Bar and Kitchen at Courtyard 71 located at 71 Lady Musgrave Road adjacent to New Kingston and CPJ St. Lucia.

The CPJ Saint Lucia Ltd Distribution Centre and Meat Processing Facility, a joint venture between Du Boulay’s Bottling and Caribbean Producers Jamaica, held its opening ceremony on Thursday, November 5, 2015 and represented a US$25 million invested in new plant and equipment and employment of 40 locals.

AS Bryden, a Trinidad company, was acquired by CPJ in 2022 . ASBH was sold on a going concern basis from owners who were principally concerned with succession planning.

However, effective June 1, 2021, Seprod acquired 60 per cent of the shareholding of AS Bryden which in turn held a stake in CPJ, whose results were consolidated in Seprod’s financials for Q3.
From July 9 2024, A.S. Bryden & Sons Holdings Limited (ASBH) acquired 44 .8 per cent of the share capital of Caribbean Producers (Jamaica) Limited (CPJ), a leading food and beverage distributor for major global brands with a focus on serving hotels and resorts in Jamaica and St. Lucia.

Takeover track

ASBH on December 6, 2024, acquired 334,308,668 shares which resulted in total holdings of 828,107,531 shares which represent 75.28 per cent of the total issued ordinary shares of CPJ.

ASBH is making an offer to purchase a maximum of 51,782,469 shares which ASBH does not own. In the event the offer is taken up in full, the total consideration paid for the Shares will be an aggregate of 14,695,025 ordinary shares

This would result in ASBH holding 79.99 per cent of the total issued share capital of CPJ.

Thomas Tyler sold 82,830,563 Shares to ASBH and the consideration for that sale was 23,505,971 ASBH shares being issued to Thomas Tyler on December 6, 2024.

On July 9, 2024, Thomas Tyler resigned as an employee of CPJ and entered into a contract with CPJ. He will provide consultancy services including, identifying and executing potential commercial opportunities to expand the business of CPJ. ASBH expects that Thomas Tyler will be appointed to the board of ASBH.

Sportswear Producers Limited sold 168,722,866 Shares to ASBH and the consideration for that sale was 47,880,813 ASBH shares being issued to Sportswear Producers Limited on December 6, 2024. Antony Mark Hart is a connected party to Sportswear Producers Limited.

Antony Mark Hart was appointed to the board of directors of Seprod Limited in December 2024. v. Wave Trading Limited sold 82,755,239 Shares to ASBH and the consideration for that sale was 23,484,595 ASBH shares being issued to Wave Trading Limited on December 6, 2024. Antony Mark Hart is a connected party to Wave Trading Limited.

Photo credit:  Mark Hart and Thomas Tyler, founders of CPJ

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