NCB Financial Group Limited (JMSE:NCBFG) made an offer to acquire an additional 21.9% stake in Guardian Holdings Limited (TTSE:GHL) for approximately $220 million on November 16, 2018. Under the terms, NCB will pay $2.65 per share and will raise its holding to 51.85% stake. NCB Financial Group Limited made a revised offer to acquire additional 32.1% stake in Guardian Holdings Limited (TTSE:GHL) for approximately $210 million on December 19, 2018. Under the terms, NCB will pay $2.79 per share and will raise its holding to 62% stake. NCB will acquire up to 74.2 million ordinary shares in Guardian Holdings Limited. NCB Global Holdings Limited will take up and pay for all offer shares deposited not later than ten days after the extended closing date, if all the terms and conditions of the offer have been complied with or waived. The offer is expected to be partially funded by the key shareholders, comprising Arthur Lok Jack, Shiraz Ahamad, Reyaz Ahamad and Imtiaz Ahamad and several of their affiliate entities, providing vendor financing in the sum of $45 million. The loan is to have a tenor of three years and attract interest at a rate of 6.5% per annum. The two largest shareholders in Guardian Holidngs had signed an agreement to sell to NCB. The deal is conditional upon GHL shareholders tendering shares which would result in NCB Global Holdings acquiring more than 50.01% of the aggregate outstanding shares of GHL and obtaining regulatory, GHL Group meets the customary due diligence requirements, acceptances received by the offeror during the period commencing from December 31, 2018 till February 7, 2019 and other approvals. The deal has been approved by the Trinidad and Tobago Financial Services Commission states. As of February 7, 2019, all required regulatory approvals have been obtained other than the approvals under the Foreign Investment Act, Insurance Act and Financial Institutions Act of Trinidad and Tobago. Unless extended, the offer period will close on February 7, 2019. As of February 7, 2019, the closing date is extended to February 11, 2019 and the offer will remain open for acceptance. As of February 11, 2019, the closing date is extended to February 14, 2019 and the offer will remain open for acceptance. As of February 14, 2019, the approvals required under the Foreign Investment Act, Insurance Act and Financial Institutions Act of Trinidad and Tobago remain outstanding, due to which the closing date has been extended to April 30, 2019, and the offer will remain open for acceptance. As of May 2, 2019, all the terms and conditions of the offer have been complied with or waived. As of April 30, 2019, the transaction is expected to close on May 3, 2019. NCB Global Finance Limited and NCB Capital Markets Limited are acting as financial advisors for NCB Financial Group. Ernst & Young – Jamaica acted as qualified independent valuator with respect to the offer.

NCB Financial Group Limited (JMSE:NCBFG) completed the acquisition of an additional 21.9% stake in Guardian Holdings Limited (TTSE:GHL) on May 13, 2019.