GraceKennedy Financial makes takeover offer for Key Insurance, seeks delisting of subsidiary

 

 



By letter dated March 17, 2025, GraceKennedy Financial Group Limited notified the Board of Key Insurance Company Limited of its intention to make an offer to acquire 100 per cent of the issued shares of the company.

The offer of $2.70 per share opens on March 24, 2025, and expires on April 22, 2025.

The Offeror is the Financial Holding Company of GraceKennedy’s financial services division as defined under the Banking Services Act. It is a wholly owned subsidiary of GraceKennedy Limited, a public company listed on the Main Market of the JSE.

The Financial Holding Company currently owns approximately 73 per cent of Key's issued shares. Under the Main Market Rules, a company can be delisted if a single shareholder, directly or indirectly, controls more than 80 per cent of a company’s listed shares.

If, upon completion of the Offer, its ownership stake exceeds the 80 per cent threshold, the intention is to procure that the delisting will become effective after the process of Mandatory Acquisition of Minority Shares as described by JSE regulations.

The company notice indicates that if the Offer is accepted by Key Shareholders representing at least nine-tenths of the total value of the Company's issued ordinary stock units (excluding those owned by the Offeror), the Offeror intends to exercise its rights under Section 209 of the Companies Act to compulsorily acquire the shares of all remaining shareholders, regardless of whether they have expressly dissented or failed to respond to the Offer.

GraceKennedy Limited, a public company listed has two distinct divisions, namely: an integrated food manufacturing, distribution, and retailing division which conducts business in Jamaica, the Caribbean, Central America, North America and several European countries; and ii. a financial services division which carries on commercial banking, general insurance, insurance brokerage, investment banking, money transfer business, Cambio and payment services. This division has business operations in Jamaica and elements of the financial business in other Caribbean territories.

The total cost of completing the acquisition of the remaining shares not already held by the GK J$2.70 is $403,707,601.80. The Offeror is assured that adequate available funding is in place to ensure financial completion of the Offer in accordance with its terms.



Caribbean Money Daily

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