Ja­maica’s NCB Fi­nan­cial Group (NCBFG) on Fri­day an­nounced the launch of its long-await­ed ad­di­tion­al pub­lic of­fer­ing (APO) of new or­di­nary shares, but the shares will not be mar­ket­ed in T&T and will on­ly be avail­able to in­vestors who have in­vest­ment ac­counts in Ja­maican stock bro­kers.

In a re­lease to the Ja­maica Stock Ex­change, NCBFG said it was invit­ing of­fers for sub­scrip­tions of up to a to­tal of 78,500,000 new or­di­nary shares, with the abil­i­ty to up­size to a max­i­mum of 117,750,000 shares.

The APO of shares in NCBFG is be­ing of­fered at the price of J$65 (US$0.415) per share. Up to 785,000 new or­di­nary shares are ini­tial­ly re­served for pri­or­i­ty ap­pli­ca­tion by the re­served share ap­pli­cants falling with­in the em­ploy­ee re­serve pool at the price of J$58.50 per share.

On Fri­day, NCBFG closed at J$61.84 on the JSE and TT$3 a share on the TTSE. NCBFG is list­ed on both the Ja­maica Stock Ex­change and the T&T Stock Ex­change

In Sep­tem­ber last year, NCBFG said it was plan­ning to of­fer 300 mil­lion new shares in the APO.

The of­fer will open on May 6, 2024 with the pro­posed clos­ing date of May 27, 2024.

The prospec­tus states that the to­tal amount to be raised if the APO is suc­cess­ful is J$5.097 bil­lion (US$32.5 mil­lion).

Asked on Fri­day if the NCBFG APO of shares would be avail­able to the com­pa­ny’s share­hold­ers in T&T, the fi­nan­cial in­sti­tu­tion’s chair­man, Michael Lee-Chin said, “The APO is not be­ing mar­ket­ed in Trinidad & To­ba­go. We don’t have the prospec­tus reg­is­tered there. Per­sons in T&T wish­ing to par­tic­i­pate would go through NCBCM or an­oth­er Ja­maican bro­ker.”

It was point­ed out to Lee-Chin that the com­pa­ny’s share­hold­ers gave it the green­light to pro­ceed with the APO on Oc­to­ber 31, 2023, which meant that NCBFG had at least five months to reg­is­ter the prospec­tus in T&T.

Lee-Chin was asked whether the Ja­maican bro­kers would be able to mar­ket the of­fer­ing to Trinida­di­an in­vestors, if the APO prospec­tus is not reg­is­tered in T&T. 

The NCBFG chair­man re­spond­ed: “The prospec­tus was not pro­posed to be reg­is­tered in T&T. Reg­is­ter­ing in two ju­ris­dic­tions has sig­nif­i­cant tim­ing im­pli­ca­tions for the up­dat­ing of the in­for­ma­tion and the re­views and ap­provals that are re­quired be­fore pub­li­ca­tion.

“It would there­fore need to be sup­port­ed by a mar­ket read in­di­cat­ing a high de­gree of in­ter­est across ju­ris­dic­tions. We are aware that there is some in­ter­est in T&T, but not suf­fi­cient to war­rant reg­is­ter­ing there. “Ja­maican bro­kers can fa­cil­i­tate par­tic­i­pa­tion by in­vestors from T&T, or any­where else, but won’t be so­lic­it­ing par­tic­i­pa­tion from non-clients in T&T - that is the im­pli­ca­tion of the of­fer­ing on­ly be­ing reg­is­tered here.

“The main point is if you have some­one in T&T who is in­ter­est­ed and has reached out, he/she can be re­ferred to NCB Cap­i­tal Mar­kets (a T&T sub­sidiary of NCBFG).

“It is not be­ing mar­ket­ed in T&T but Trin­bag­o­ni­ans are wel­come to par­tic­i­pate (and, of course, any shares ac­quired can be trad­ed in ei­ther ju­ris­dic­tion).”

In the prospec­tus, Lee-Chin ex­plained what NCBFG plans to do with the pro­ceeds of the APO: “We in­tend to use the net pro­ceeds from this In­vi­ta­tion to sup­port a part of our de­lib­er­ate cap­i­tal re­cal­i­bra­tion with a fo­cus on delever­ag­ing and bol­ster­ing cap­i­tal bases.

“This APO is one of mul­ti­ple cap­i­tal re­cal­i­bra­tion strate­gies that the NCB Fi­nan­cial Group is pur­su­ing. One of the spe­cif­ic pur­pos­es for which the pro­ceeds will be used as a part of our cap­i­tal re­cal­i­bra­tion strat­e­gy is delever­ag­ing.”