The for­mer own­ers of AS Bry­den & Sons Hold­ings Ltd are seek­ing to raise over US$10.76 mil­lion from the sale of their pref­er­ence shares on the Ja­maica Stock Ex­change (JSE).

Am­ber­gate Ltd, Fairchild Ltd and Sum­mit In­vest­ments Ltd are sell­ing a com­bined to­tal of 10,760,261 class ‘A’ cu­mu­la­tive re­deemable pref­er­ence shares at US$1 per share on the JSE af­ter the three-year lock up pe­ri­od ex­pired on May 1.

Am­ber­gate has sold 730 pref­er­ence shares since May 1 to re­ceive a gross amount of US$730 with 6,016,075 shares re­main­ing to be sold. Fairchild is sell­ing 2,774,031 pref­er­ence shares while Sum­mit is sell­ing 1,970,155 pref­er­ence shares.

The sale of the pref­er­ence shares takes place af­ter AS Bry­den paid a US$0.015 div­i­dend on these pref­er­ence shares to the own­ers on May 14 which to­talled US$456,045.

The own­ers of the three com­pa­nies are:

Am­ber­gate’s own­ers in­clud­ed the late Hugh Patrick ‘Pad­dy’ Fitzwilliam and Grace Rose­mary Fitzwilliam, par­ents of for­mer AS Bry­den chair­man Patrick Ian Fitzwilliam;

Fairchild Ltd’s own­ers in­clude Kei­th George Main­got, Dorothy Ann Main­got, Nicole Ann Hoch and Michele Ann Mor­ri­son; and

Sum­mit In­vest­ments Ltd was formed to rep­re­sent the prof­it-shar­ing plan for AS Bry­den and has sev­er­al own­ers such as Ian Fitzwilliam, Ge­of­frey Charles Gor­don, Michael Luke Bry­den, Hazrath Ram­di­al, Richard Harold Bry­den, Alan Charles Fitzwilliam, An­drew Mil­lar, Derek Ivan Cum­ming and David Ivan Fran­co.

Keskidee al­so owns 9,642,009 class A pref­er­ence shares and is con­trolled by the late Harold Leigh Bry­den and Richard Harold Bry­den. But Kiskidee is not sell­ing its pref­er­ence shares at this time.

These class A pref­er­ence shares were is­sued to AS Bry­den’s four pre­vi­ous share­hold­ers as part of the con­sid­er­a­tion for Ja­maican-firm Se­prod Ltd and its co-in­vestors to ac­quire the 101-year-old com­pa­ny.

The ac­qui­si­tion of 60 per cent of AS Bry­den by Se­prod was val­ued at a J$7.11 bil­lion (US$45.92 mil­lion) con­sid­er­a­tion in June 2022.

The ac­qui­si­tion in­volved the pay­ment of US$60.72 mil­lion from a CIBC Caribbean Bank (T&T) loan and the is­suance of 20,403,000 pref­er­ence shares val­ued at about US$18 mil­lion as per AS Bry­den’s 2023 au­dit­ed fi­nan­cials. Se­prod ini­tial­ly owned 60 per cent of AS Bry­den be­fore its stake was de­creased to 54 per cent in No­vem­ber 2022 when AS Bry­den ac­quired Mi­con Hold­ings Ltd by is­su­ing new or­di­nary shares to the for­mer Mi­con own­ers.

An­oth­er 10 mil­lion class A pref­er­ence shares were is­sued by AS Bry­den dur­ing 2024 as part of two ac­qui­si­tions. Nor­man Tang’s Famshare Hold­ing and In­vest­ment Ltd re­ceived 5,800,000 class A pref­er­ence shares worth TT$39.44 mil­lion (US$1 per share) along with J$31.19 mil­lion (US$199,391) in cash for the re­main­ing 10 per cent stake in Bry­den pi Ltd in March 2024.

AS Bry­den then is­sued 4,200,000 class A pref­er­ence shares worth TT$28.56 mil­lion to Sar­a­vai Hold­ings SRL as part of the con­sid­er­a­tion for the 55 per cent stake in Re­tail Ac­qui­si­tion Com­pa­ny Ltd, par­ent firm of Stans­field Scott (Bar­ba­dos) Ltd.

That March 2024 deal saw AS Bry­den al­so pay J$328.44 mil­lion (US$2.10 mil­lion) in cash through a mix­ture of in­ter­nal cash and debt fi­nanc­ing.

The class A pref­er­ence shares cur­rent­ly pay a six per cent div­i­dend yield to the own­ers of these pref­er­ence shares which to­tals US$0.06 each year.

These pref­er­ence shares can be re­deemed by AS Bry­den around June 2037 which is 15 years af­ter the is­sue date.

If the pref­er­ence shares are not re­deemed at that date, AS Bry­den could then re­deem it on the last busi­ness day of the fi­nan­cial year oc­cur­ring in suc­ces­sive three-year pe­ri­ods.

AS Bry­den’s fi­nan­cial year ends on De­cem­ber 31, but the com­pa­ny’s ar­ti­cles of amal­ga­ma­tion re­fer to the pre­vi­ous March 31 re­port­ing pe­ri­od.

Ear­li­er this month, AS Bry­den CEO Richard Pan­do­hie told the Ja­maica Ob­serv­er that the com­pa­ny should take the nec­es­sary steps to be­come list­ed on the T& Stock Ex­change (TTSE) by sum­mer.

AS Bry­den’s or­di­nary shares have been list­ed on the Ja­maica Stock Ex­change (JSE) since No­vem­ber 2023. The com­pa­ny be­came a reg­is­tered is­suer with the T&T Se­cu­ri­ties & Ex­change Com­mis­sion in Sep­tem­ber 2024.

The move by AS Bry­den’s for­mer own­ers to sell their pref­er­ence shares comes at the same time that Se­prod is ex­e­cut­ing a takeover bid to ac­quire more shares in its T&T sub­sidiary.

Se­prod in­tends to in­crease its stake in AS Bry­den from 50.14 per cent to 79.99 per cent by is­su­ing 396.43 new or­di­nary shares in Se­prod per every 1,000 or­di­nary shares of AS Bry­den ten­dered.

The takeover bid opened on May 1 and clos­es on June 5.