Sayonara: Simply Secure applies for delisting of tTech after takeover concluded

  


Following the closure of the recent takeover offer by Simply Secure (SS) Limited, the company indicates that, as it no longer meets the listing requirements of the Jamaica Stock Exchange, it has applied for delisting.

tTech is an IT consulting firm which has focused on services including trouble shooting technology problems and monitoring IT equipment use. It was listed on the Junior Market of the JSE in 2016.

tTech traded for $2.00 per share on December 13. The offer from SS of J$2.20 per share opened on Friday, December 13, 2024, and closed on Monday, January 6, 2025. The buyout was priced at $79.1 million.

Pursuant to a resolution of the Board of Directors, and in accordance with Junior Market Rule 505 (14) (b), the company applied to the JSE for the delisting of tTech’s ordinary shares on February 6, 2025. It is anticipated that the effective date of the delisting will be no later than Friday, February 28, 2025.

Nearly a month ago, on Friday December 13, the board of directors of Information Technology services provider tTech Limited informed its shareholders and the public via notice on the Jamaica Stock Exchange of a formal takeover bid from m Simply Secure Limited to acquire 32,770,777 of the issued and outstanding shares in the Company.

Simply Secure Limited (SS) is an international business company incorporated under the laws of St. Lucia. Its registered office is located at Bourbon House, Castries, St. Lucia. The principals of SS are Kevin Gordon and Rob Mayo-Smith, who are also the principals of Simply Secure LLC, a managed security services provider operating from Fort Lauderdale, Florida.

Kevin Gordon is (SS)the current CEO of tTech Limited. Rob-Mayo Smith is a Director.

SS, the offeror had up to the point of the takeover offer already acquired 73,229,223 tTech shares amounting to 69.1 per cent of the company’s 106,000,000 issued ordinary stock units.

This was done through a series of acquisitions at a price not exceeding J$2.20 per share, thereby acquiring control of the company on November 16, 2024, the disclosure then said.

SS advised the Board of Directors of the Company on December 12, 2024 of its intention to make this offer to all tTech shareholders to acquire the remaining 32,770,777 tTech shares (amounting to 30.9 per cent of the issued ordinary stock units) in compliance with the Take-Over Rules of the Securities Regulations and the rules of the Jamaica Stock Exchange.


The Board of Directors said then that they were “reviewing the offer and its implications for the company and its shareholders. “We recommend that shareholders review and consider the contents of the circular when making any decisions regarding their shares in the Company,” the notice signed by , Edward Alexander Executive Chairman tTech Limited stated.


For the second quarter ended September 30, 2024, tTech achieved revenues of $116.3 million and net loss of $5.9 Million. This represents a 1.7 per cent reduction in revenues compared to the period in 2023, while the results were less than the prior year by $11.7 million.

Directors said that restructuring commenced Immediately following the acquisition of 49.4 per cent of the shares by Simply Secure, a project aimed at enhancing efficiency and aligning with new growth priorities. One of the key improvements, they stated, was the integration of the tTech and Simply Secure teams into a single operational structure.

Directors commented in the second quarter report, “By merging expertise from both companies, we were able to streamline operations, eliminate redundancies, and foster greater collaboration. This move resulted in enhanced efficiency across departments, allowing for faster decision-making and more cohesive execution of projects.”



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