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contd....
A successful bid would leave two independent dominant full-service
traditional insurance companies, which would reduce the administrative
cost of the business, but still ensure competition in the sector.
This recommendation was endorsed by the Board of Directors of FINSAC
and submitted to Cabinet through the Minister of Finance. Cabinet
accepted the FINSAC recommendations and authorised FINSAC to commence
negotiations with BMLAS et al with a view to arriving at a binding
agreement. These negotiations were concluded on November 15, 2001, with
the signing of a sale agreement. The agreement was completed on December
6, 2001.
It was noted above that BMLAS had already invested in the Jamaican
life insurance sector. This was through the December 1999 joint
recapitalisation exercise with FINSAC of Island Life. In that
transaction, BMLAS became the majority shareholder in Island Life, with
64% of the ordinary shares. In the wake of the acquisition of LOJ, there
has been a decision by the majority shareholders in both Island Life and
LOJ to merge the two companies, during calendar 2002. This initiative
will enhance the prospect of FINSAC’s sale of its remaining minority
stake in Island Life, and accelerate its complete exit from the
financial sector.
While the sale of the interest in LOJ dominated FINSAC’s activities
in the insurance sector during fiscal 2002, FINSAC also actively
monitored its other major insurance investments in Dyoll Group Limited
(owners of Dyoll Insurance Company Limited) and Island Life Insurance
Company Limited, both of which continued to produce impressive results
during the period. Island Life continued to record profits and strong
premium income growth, under the continued leadership of BMLAS; while
Dyoll Insurance has continued its accelerated payback of FINSAC’s
J$135Million investment, on which the principal amount owing has, as at
year end, been reduced to approximately J$52Million. Profitability of
the company and its parent, Dyoll Group continued its encouraging trend
upwards.
(b) Banking/Other deposit-taking institutions
In commercial banking, FINSAC’s remaining interest at the start of
the financial year was in National Commercial Bank Jamaica Limited
(NCB), in which it held just over 75% of the ordinary shares through its
wholly owned subsidiaries, Atrium Holdings Limited and Atrium XS
Holdings Limited. For the period, FINSAC concentrated on marketing its
stake in the bank to potential investors. Investment advisors HSBC
Investment Bank plc assisted in this process.
During the period, contact was made with AIC Limited (AIC), a
Canadian mutual fund management company, whose principal shareholder is
a Jamaican who resides in Canada. AIC had previously expressed interest
in investing in Jamaica, and had participated unsuccessfully in the
bidding for the Eagle Unit Trust in 1999.
Notwithstanding the negative climate, marketing efforts continued,
and eventually in October 2001, a new expression of interest was
received and negotiations commenced. Eventually, on January 30, 2002,
the sale of the portfolio to Jamaican Redevelopment Foundation, Inc.
(JRF), a subsidiary of Beal Bank, was announced.
Beal Bank is based in Texas in the United States, where it is one of
the largest privately owned financial institutions. It is a wholesale
bank, specialising in the secondary market in the United States, where
loans and debt securities are bought and sold.
The key points of the transaction were as follows:
1. the portfolio of loans would be acquired by JRF with an initial
payment of US$23Million on closing on February 1, 2002.
2. thereafter, FINSAC would become entitled to receive a percentage
of all gross collections after closing as follows, subject to the
deduction of direct costs:
- 15% of the first US$50Million collected;
- 25% of the next US$50Million collected;
- 35% of the next US$50Million collected;
- 45% of the next US$50Million collected; and
- 50% of all further collections thereafter.
Future payments will be secured by a debenture over all the assets of
JRF, in favour of FINSAC.
The collection of the loans will be undertaken by Dennis Joslin
Jamaica, Inc., who is a service provider under the overall agreement
between the parties. Mr. Dennis Joslin, who is the principal of that
company, operates from Tennessee in the United States, and is also
substantially involved in the acquisition of loans in the United States.
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