The commercial division of the Supreme Court of Jamaica has sanctioned the scheme of arrangement which will see 1834 Investments Limited amalgamated into Radio Jamaica Limited and 1834 shareholders receiving cash or shares in Radio Jamaica, which trades as RJR on the Jamaica Stock Exchange (JSE).
The case was heard last Thursday by Justice C Brown Beckford by video conference. This paves the way for 1834 to file the court order with the Registrar of Companies confirming the scheme of arrangement by the Supreme Court, making it effective.
Once effective, 1834 shareholders who opted for RJR shares should receive them in seven days while those who opted for cash will receive their payment in 14 days. If no option is elected, they will have been deemed to elect the cash consideration. Radio Jamaica is paying 0.4962 Radio Jamaica shares per 1834 Investments share, $1.29 in cash or a combination of cash and shares. 1834 shares have been suspended from trading on the JSE since October 25 at $1.21. The original share offer was 0.403125 new RJR shares per 1834 share before it was increased.
"While it is bittersweet to say goodbye to 1834 Investments as we knew it, we are thrilled about the unique opportunities this amalgamation will create for those who have chosen to participate in the new RJL and we are pleased that the transaction offered significant cash value to our shareholders who decided to choose that option," said 1834 director Monica Ladd in the release.
The timelines proposed in the circular was for the effective date to be December 1 with cash transferred by December 8 and RJR shares by December 15. The 1834 will be struck off the register of companies once the process is completed and delisted from the JSE.
Ladd is one of nine major shareholders in 1834 who signed a lock-up agreement, which will result in them receiving RJR shares as payment for their 1834 shares. The total interest from these nine shareholders was 52.37 per cent or 634,303,961 shares with Ladd mentioning that one or two had opted for cash at the court-ordered meeting on August 10. If all these parties' interests are converted to RJR shares, it would amount to 319,207,426 shares.
RJL entered into a "cash-back stop" agreement with Victoria Mutual Investments Limited (VMIL) to pay up to $700 million in equivalent value to 1834 shareholders who selected the cash payment option. This equates to around 347,340,000 shares in Radio Jamaica. This also meant that RJL is only exposed to paying four per cent in cash or $63 million for 1834 shareholders who opt for cash.
This would make Financial Advisory Services Limited and VMIL the largest shareholders in Radio Jamaica based on the most recent top ten shareholder report after the scheme is completed.
It's unknown as to what proportion of 1834 shareholders will select the cash payment with two 1834 shares equating to one new RJR share. However, RJR's stock price has considerably softened in the last two months as the market has experienced a significant decline in market prices. RJR traded at $1.85 on Thursday and hit a 52-week low of $1.70 on October 19. The stock is currently down 40 per cent year to date with market capitalisation standing at $4.45 billion.
The 1834's asset base ended September at $1.77 billion with shareholders' equity at $1.44 billion or $1.19 in book value. It incurred a net loss for the six months of $47.84 million compared to the net profit of $1.72 million in the 2021 period.
Radio Jamaica's consolidated revenue was down four per cent for the first six months to $2.74 billion with the group recording a net loss of $52.27 million relative to the $137.47 million net profit earned in the prior period. This was attributed to the softness in the overall advertising market as businesses are impacted by local and global economic challenges.
The consolidated asset base was down two per cent to $4.87 billion with non-current assets at $2.92 billion and current assets at $1.96 billion. Total liabilities and shareholders equity ended the period at $2.19 billion and $2.68 billion.
"By bringing together these two iconic companies through this transaction, we are creating a strong platform for the new RJL to address the challenges and opportunities of the digital media sphere. We have the utmost respect for 1834's business and greatly look forward to unlocking additional value for shareholders through the integration of the two companies," said RJL Managing Director Gary Allen in the press release.
