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PART 1 EXPLANATORY STATEMENT In this Scheme Document, unless the context otherwise requires or when otherwise expressly provided, the following capitalized terms shall have the meanings set out below:
“Companies”
NCB and NCB Group; “Company” Either of NCB or NCB Group; “Court” the Supreme Court of Jamaica; “Effective
Date”
The date upon which a copy of the Court Order approving the Scheme
pursuant to Section 192 of the Act is delivered to the Registrar of
Companies for registration; “Eureka
Properties”
All those parcels of land comprised in Certificates of Title registered at Volume 968 Folio 224 and Volume 1065 Folio 406 of the
Register Book of Titles known as 14 Eureka Road, Kingston 5 in the Parish
of St. Andrew and owned by Computer Service and Programming Limited;
“Epsom”
Epsom Holdings Limited.
"FAA" The Financial Assistance Agreement dated April 14th,
1998 between, N.C.B, NCB Group, N.C.B. Trust and Merchant Bank Limited and
FINSAC.
“FINSAC”
FINSAC Limited;
“FIS” Financial Institutions Services Limited. “FIS Promissory Note” A promissory note by FIS with a par value of $450,000,000 which is guaranteed by the Government and was issued as consideration for redeemable convertible preference shares of $450,000,000 in NCB and which is non-interest bearing and repayable on or before November 14, 2007.
“Government”
The Government of Jamaica acting through the Ministry of Finance
and Planning;
“Knutsford
Branch”
All those parcels of land comprised
in Certificates of Title registered at Volume 953 Folios 171-174 of
the Register Book of Titles known as 1-7 Knutsford Boulevard, Kingston 5,
in the Parish of St. Andrew and
owned by Noxid Limited. "NCB" National Commercial Bank Jamaica Limited; "New
Core Subsidiaries"
N.C.B. (Investments) Limited, *OMNI Insurance Services Limited,
Edward Gayle & Company Limited, West Indies Trust Company Limited,
Data-Cap Processing Limited and N.C.B. Jamaica (Nominees) Limited.
"NCB
Group"
N.C.B. Group Limited;
“NCB Group Shareholders” All persons who are shown in NCB Group’s
register of members as
holding ordinary shares in
NCB Group as at November 3, 2000;
“NCBI
Properties”
The assets owned by N.C.B. (Investments) Limited and which are
identified in Appendix G; “Non-FINSAC
"The
Preference shares"
The redeemable non-cumulative preference shares of J$1.00 each in
the capital of NCB (with a par value of J$3,670,000,000.00), the zero
coupon 30-year redeemable preference shares of J$1.00 each in the capital
of NCB (with a par value of J$1,162,667,000.00), both held by FINSAC the
terms of which are set out in Appendix H and the zero coupon redeemable
preference shares of J$1.00 each in the capital of NCB, (with a par value
of J$450,000,000.00), held by FIS, the terms of which are set out in
Appendix H.
"Public Shareholders"
NCB Group Shareholders other than FINSAC;
“Scheme”
The Scheme of Arrangement proposed in relation to the Companies and
their shareholders and set out herein;
"Scheme
Document”
All of this document, including Part 1 (the Explanatory Statement),
Part 2 (the Scheme of Arrangement) and Part 3 (Notice of the Scheme
Meetings and Proxy Form); “Scheme
Meetings”
The meetings of Shareholders convened by the Companies at the
direction of the Court to consider and, if thought fit, to approve the
Scheme; “Shareholders”
NCB Group Shareholders, FIS, FINSAC and NCB Group; "Stock
Exchange"
The Jamaica Stock Exchange; In this Document
wherever the context allows, the singular includes the plural and vice
versa, references to persons include individuals, partnerships, bodies
corporate, unincorporated associations or any agency thereof, and words
importing any gender includes other genders, unless otherwise defined. *OMNI is included
subject to the waiver referred to in the third paragraph of Part I, B,
O.7. 0.2 Statement from the Directors of
NCB Group Your
Board has been engaged in discussions with FINSAC Limited (in this
statement referred to together with its associated company, Financial
Institutions Services Limited as “FINSAC”) on the most appropriate
mechanism for effecting a reorganization of your company with a view to
facilitating the divestment of FINSAC’s shareholding.
FINSAC, having appointed as its advisers the United Kingdom based
investment bank, HSBC Investment Bank plc, has been advised that such
divestment will require them being in a position to offer control of the
business i.e. 75% plus one (1) share. As a result of these discussions, FINSAC has made a formal reorganization
proposal to your Board. Under
the proposal, all shareholders in NCB Group will receive one (1) share in
National Commercial Bank Jamaica Limited (“Bank”) for each NCB Group
share held and FINSAC will redeem or convert its entire preference
shareholding with a par value of J$5.3 billion in Bank into 940,151,975
ordinary shares. On
completion of the reorganization, FINSAC will own 76% of Bank (including
1% minus one share to be allocated to employees of Bank and its
subsidiaries) and Public Shareholders will own 24%.
Had
a shareholder owned 10% of the ordinary shares in the Group prior to the reorganization, that shareholder would own 4.39% in the Bank after the
reorganization.
After reorganization,
Public Shareholders will have no shares in NCB Group.
It is proposed to seek a listing of Bank’s ordinary shares on the
Jamaica Stock Exchange immediately after the Effective Date of the Scheme. FINSAC
agrees that dependent on financial performance and the maintenance of
appropriate regulatory capital, it will support the proposal that Bank
will pay a dividend of not less than 15% of the post tax profits of the
new banking group available for distribution in the year ending September
30, 2001. That dividend will
be payable in two halves, the first on April 30, 2001 or 30 days after the
date on which the Scheme comes into effect whichever is later, and the
second six (6) months after the first.
In the case of FINSAC such dividend will be payable in FINSAC bonds
unless monetization has taken place in full.
In the case of Non-FINSAC Shareholders dividends will be payable in
cash. Your
Board, being of the view that the rehabilitation of Bank is well advanced,
regards this proposal as a necessary step in the return of a strengthened
Bank into private ownership to complete the rehabilitation process.
While FINSAC’s shareholding in Bank will increase to 76%, the
proposed terms of conversion of the preference shares into ordinary shares
are such that the relative economic interests of Public Shareholders and
FINSAC will be preserved. This Scheme
is the result of lengthy negotiations with FINSAC involving our
professional advisers, PricewaterhouseCoopers (“PwC”), from an early
stage. As you would expect, your Board has given careful
consideration as to whether the Scheme is in your best interests. Our principal concern was to ensure that the reorganization is fair to Public Shareholders in that their economic interest is at least
maintained, if not enhanced. PwC
explained to the Board why they believed that the final proposal from
FINSAC satisfied this concern. They
reported they had taken into account the impact of the preference share
obligations on the prospects of ordinary shareholders receiving a return
on their investment and presented calculations to demonstrate why the
terms of conversion of the preference shares into ordinary shares, as well
as the other terms of the reorganization, when taken as a whole, resulted
in their opinion that the proposal is fair.
In particular, they had determined that the fair value of the
preference shares was below their par value as the yields were below
market rates. Their opinion appears on page 7. The
following table illustrates the financial impact of the proposed
reorganization on net assets and earnings per share.
More detailed financial information is provided in the Appendices.
Appendix F contains additional information on the impact of
the Scheme on earnings. Your Board
recognizes that the current earnings of the Group
do not represent an adequate return on the net assets invested.
While there can be no guarantees about the future, the record over
the past two years is evidence of the steps being taken to improve the
earnings stream. The proposed
reorganization, by allowing the Group to return to its core financial
services business, will facilitate this process. The Government of Jamaica’s commitment to the monetisation
of FINSAC bonds with effect from 1 April 2001 will further assist us in
our endeavours. It is impossible to predict with certainty the price at which
Bank’s ordinary shares will trade.
In valuing a company, the market looks to several factors not all
of which are derived from historical financial information.
A convenient way of expressing share values is the “price
earnings multiple” i.e. the price per share divided by the earnings per
share. In arriving at the
price earnings multiple, investors consider a number of factors including
asset backing (net assets per share), future business prospects, quality
of earnings and dividend prospects. The
multiple ascribed to Group shares before reorganization is not necessarily
that which the market will apply to Bank shares after reorganization. As shown in the table above, the unaudited net assets per
ordinary share at 30 June 2000 of Group was $2.17 but after giving effect
to the reorganization the similar figure for Bank would be $4.01.
Whether or not the market will recognize this, is not predictable. It
is proposed that the reorganization will be effected through the Court by
means of a Scheme of Arrangement. Accordingly,
a Scheme Meeting to seek your formal approval of the proposal has been
convened with the approval of the Court and is to take place at the
National Arena in Kingston, at 10:00 a.m. on November 8, 2000. Your
Board has been advised that in order to ensure that notice of the Scheme
Meetings is properly effected, trading in NCB Group shares will have to be
suspended for a period of time. Trading
will be suspended on November 3 and will resume upon the Stock
Exchange’s approval of the listing of the Bank.
What
is a Scheme of Arrangement and what is the procedure? A
Scheme of Arrangement is a compromise or arrangement between a company and
its shareholders or its creditors or any class of them.
In this case, an arrangement between Bank, NCB Group and their
Shareholders is proposed. It
requires approval by a majority in number representing 75% by shareholding
of those Shareholders voting in person or by proxy at each Scheme Meeting. The Scheme would then be submitted to Court for approval and
it would become effective when the Court order sanctioning the Scheme is
filed with the Registrar of Companies. Your
Board believes that the proposal is in the best interests of Shareholders
and recommends that you support it. The
members of your Board who are shareholders intend to vote in favour of the
Scheme. Yours
sincerely, Hon.
Oliver F. Clarke, O.J. Chairman
B.
BACKGROUND INFORMATION 0.3 Present shareholding structure
of the Companies In
the course of the 1990's, NCB was faced with a liquidity and solvency
crisis that necessitated Government intervention.
This intervention was implemented formally in accordance with the
terms of the FAA. In respect of recapitalisation and the purchase of
non-performing loan portfolios, FINSAC injected some J$19.5 billion in the
form of notes. As
a result of an earlier agreement reached with Jamaica Mutual Life
Assurance Society, the then largest shareholder in NCB Group, FINSAC
acquired over 45% of the ordinary shares in NCB Group. Pursuant
to the terms of the FAA, FINSAC also subscribed for approximately J$4.9
billion in preference shares in NCB and J$1 billion in preference shares
in NCB Group. FIS
had earlier acquired J$450 million in preference shares in NCB in exchange
for issuing the FIS Promissory Note to NCB as part of a financing
agreement between FIS and NCB. NCB
Group owns shares in a number of other companies.
Six of those companies (the New Core Subsidiaries) provide services
to NCB or carry on operations which are otherwise complementary to NCB's
operations. The New Core
Subsidiaries are described in greater detail in paragraphs 0.6 to 0.12 of
this Explanatory Statement. One
of the New Core Subsidiaries, N.C.B. (Investments) Limited owns assets
(the NCBI Properties) which are not related to the banking activities of
NCB. The NCBI Properties are
to be transferred to NCB Group for book value. One
of NCB Group’s subsidiaries (Noxid Ltd) owns the Knutsford Branch which
houses one of the Bank’s branches.
This property will be transferred to NCB for $1.00.
Another subsidiary of NCB Group, Computer Service and Programming
Limited owns the Eureka Properties which house the information technology
facilities of the Bank. The
Eureka Properties are to be transferred to NCB. NCB
owns all the shares in Epsom Holdings Limited, which owns a vacant lot of
land in St. Ann. NCB acquired
these shares as part of a settlement with a debtor.
These shares are to be transferred to NCB Group for book value. The
present shareholding structure of the Companies and the New Core
Subsidiaries is as follows:
0.4
Interests
of the directors It
is not believed that any of the directors of the Companies have a material
interest in the Scheme except as set out below.
The following directors of both Companies hold the shares indicated
in NCB Group:
Hon. Oliver F. Clarke, O.J.,
85,803
Prof. Terrence E. Forrester
47,520
Hon. Noel A. A. Hylton, O.J., C.D.,
96,148
Mr. Dunbar T. McFarlane
1,586,514
Ms.
Kathleen A. J. Moss 4,800
Prof. The Hon. Rex Nettleford, O.M.,
39,700
Mr. Paul T. A. Stewart
335,084
Mr.
Christopher Lowe 250,000 Save
for those directors who are also employees and who will therefore be
offered shares on the basis set out in clause 0.19, the Scheme would have
the same effect on the interests of these directors as it would have on
the interests of other NCB Group Shareholders.
Hon. Oliver Clarke is also a director of Jamaica National Building
Society, which is the largest single shareholder in NCB Group after
FINSAC. Patrick Hylton, a director of NCB Group, is also a director of
FINSAC. 0.5
Financial position of the Companies and the New Core
Subsidiaries
Appendix
A sets out the review report of PricewaterhouseCoopers. Appendix
B sets out NCB Group’s consolidated profit and loss account and balance
sheet as at June 30, 2000. Appendix
C sets out NCB’s Consolidated profit and loss account and balance sheet
as at June 30, 2000. Appendix
D sets out the New Core Subsidiaries’ profit and loss accounts and
balance sheets as at June 30, 2000. Appendix
E sets out an NCB and New Core Subsidiaries pro forma post-reorganization
consolidated profit and loss account and balance sheet as at June 30,
2000. Appendix F sets out the
impact of the Scheme
on earnings attributable to Public Shareholders. 0.6 NCB Group's Subsidiaries
NCB
Group holds shares in a number of companies (the New Core subsidiaries)
which, although not engaged in commercial or retail banking, successfully
provide financial services now routinely provided by universal banking
groups or ancillary to their provision.
These subsidiaries are also largely dependent on NCB for premises,
personnel and other essential infrastructure.
It is therefore proposed that the New Core Subsidiaries be kept
with NCB to complement its services rather than with NCB Group.
The following are the New Core Subsidiaries and the extent of NCB
Group's Shareholding in each:
0.7 OMNI Insurance Services Limited This
subsidiary formerly operated as N.C.B. Insurance Services Limited, and is
the life insurance arm of NCB Group.
It is primarily involved in marketing its flagship product
“OMNI” which is a Savings Investment Plan packaged with insurance
geared to assist policyholders to achieve medium to long term financial
goals, such as the accumulation of retirement income and to provide funds
for university education. The
subsidiary achieved profit before tax of $101 million for the year ended
30th September 1999, marginally down from $101.6 million in the
previous year. The
policyholders fund now stands at $1.59 billion an increase of 16 percent
over the previous year. NCB
Group’s shares in this company are subject to pre-emption rights in
favour of the other shareholders. If
the other shareholders agree to waive those rights, NCB Group will agree
to a transfer of its shares to NCB in accordance with the Scheme.
If the other shareholders do not so agree, NCB Group will enter
into a Trust Deed pursuant to which it will hold the said shares on trust
for NCB. 0.8 Edward Gayle & Company Limited Edward
Gayle and Company Limited continues to be a leading player in the areas of
Securities Trading and Investment Advisory Services.
Profit before tax of $28.6 million in 1999 ensured the continued
strengthening of the Company’s Balance Sheet, with Shareholder’s
equity increasing to some $107.8 million as at September 30, 1999. The
company has undertaken several initiatives to improve the quality of
service to local and overseas clients.
Licensed representatives have been placed in Montego Bay and
Mandeville; trade links set up with reputable brokers in the United States
and the Caribbean to facilitate access to international securities. 0.9 West Indies Trust Company Limited This
subsidiary is a licenced securities dealer.
Its main business is pension fund management and it offers
expertise in administration, investment management and trustee services. The
company recorded profit before tax of $33.5 million in 1999.
Funds under management at the end of the period, September 30, 1999
was in excess of $10 billion. 0.10
N.C.B. (Investments) Limited The
merger of National Mutual Investments Limited and N.C.B. (Investments)
Limited (N.C.B.I.) was successfully implemented in 1998.
Funds
under management grew by 23% increasing from $12.1 billion in 1998 to
$14.9 billion in 1999. During the same period, profit moved from $110 million to
$119 million. The NCBI
Properties will be transferred to NCB Group for book value. 0.11
Data-Cap Processing Limited Data-Cap
Processing Limited offers data entry services to NCB. 0.12
N.C.B. Jamaica (Nominees) Limited N.C.B.
Jamaica (Nominees) Limited carries on the business of securities' nominees
and Registrar and Transfer Agent. 0.13 Epsom Holdings Limited Epsom
is a wholly owned subsidiary of NCB.
It is a non-trading company and its principal activity is the
holding of real estate. NCB acquired the shares in Epsom as part of a
settlement with a debtor of the Bank.
Its activities are non-financial and it therefore will be
transferred to NCB Group.
C.
THE TERMS OF THE SCHEME 0.14 What does the Scheme hope to achieve? The Scheme hopes to achieve an “exchange” of shares in NCB Group for shares in NCB and the segregation of the assets of NCB and NCB Group such that: (a) NCB Group shareholders will have a direct shareholding in NCB; (b) NCB will become the owner of the Knutsford Branch, the Eureka Properties and the shares in those viable financial services companies normally associated with a banking group (the New Core Subsidiaries); (c) FINSAC will become the sole owner of NCB Group, comprising those entities and assets not regarded as appropriate for inclusion within NCB and will be solely responsible for its liquidation. NCB Group will no longer use “NCB” in its name; (d) The Preference Shares will be redeemed or converted into ordinary shares; (e) FINSAC will attain an indirect shareholding in NCB which will enable it to divest 75% plus one share of the shareholding in the Bank to an investor; and (f) NCB Group will become the owner of the NCBI Properties. 0.15
Putting the Scheme into place Section
192 of the Companies Act creates a procedure by which the Court can
approve and effect a restructuring of the Companies upon the approval of
certain majorities being obtained. An
application will be made to the Supreme Court for the approval of the
Scheme. If the Court finds
the Scheme to be in order, it will direct that meetings of the
Shareholders be held. Separate
meetings will be held of NCB
Shareholders, NCB Group Shareholders and
the holders of preference shares in each of the Companies. If
the necessary majorities approve the Scheme, the Court will be asked to
give its final approval. If
it does so, the Scheme will be effected subject to the approval of the
Bank of Jamaica and the Minister of Finance. NCB Group Shareholders will
receive shares in NCB, and the shares held by the Public Shareholders in
NCB Group will be vested in FINSAC. This
is intended only as a summary of the terms of the Scheme, and should be
read in conjunction with the Scheme itself, which is set out in full in
Part 2 of this Document. 0.16
Proposed
Structure It is proposed that the Scheme will result in the following
structure:
This
would be achieved in the following way: 1.
FINSAC now has 392,306,824 ordinary shares in NCB Group. It will
therefore get that number of
shares in NCB. 2.
The Public Shareholders now have 473,618,463 ordinary shares in NCB
Group. They will therefore get that number of shares in NCB. 3. 1 and 2 above are not exchanges. 4.
The Public Shareholders'
shares in NCB Group will be transferred to FINSAC. 5. FIS'
preference shares will be redeemed with the FIS Promissory Note. 6. FINSAC now has 167,333,000 ordinary shares in NCB, which it will
keep. 7.
FINSAC's
preference shares in NCB will be converted to 940,151,975 ordinary shares.
8. The shares referred to in 1, 6 and 7 will total 1,499,791,799, the
shares to be held by the Atriums. 9. The shares referred to in 2 and 8 will constitute 24% and 76%
respectively, of the total of 1,973,410,262. NCB Restructuring Pre Scheme NCB Group Owned by FINSAC 392,306,824 Owned by Public Shareholders 473,618,463 Issued, fully paid 865,925,287 Not issued 134,074,713 Preference 2,000,000,000 Authorised 3,000,000,000
NCB Owned by FINSAC 167,333,000 Owned by NCB Group 251,000,000 Issued, fully paid 418,333,000 Not issued 49,000,000 Preference (FINSAC) 4,832,667,000 Preference (FIS) 450,000,000 | ||||||||||||||||||||||||||||||||
