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Wednesday, February 19, 2025

Will AS Bryden list on the TTSE by June 30?

by

Anthony Wilson
27 days ago
20250123

AS Bry­den & Sons Hold­ings Ltd is with­out a doubt one of T&T’s largest and old­est im­porters and dis­trib­u­tors of prod­ucts. Orig­i­nal­ly found­ed in Bar­ba­dos in 1898 by Arthur Sid­ney Bry­den, the Trinidad of­fice com­menced op­er­a­tions in Oc­to­ber 1923 un­der Arthur’s son William Fran­cis Bry­den “and can boast of be­ing one of the most suc­cess­ful busi­ness­es of its kind and gen­er­a­tion in the coun­try,” ac­cord­ing to the com­pa­ny’s web­site.

Bry­den says its fo­cus is on the dis­tri­b­u­tion of fast-mov­ing con­sumer goods (FM­CG) and its sales di­vi­sions are grouped in­to three teams spe­cial­is­ing in pre­mi­um bev­er­ages, food and gro­cery and hard­ware/house­wares. The hold­ing com­pa­ny is di­vid­ed in­to three di­vi­sions: Bry­dens Trinidad and To­ba­go; Bry­den pi and FT Far­fan.

On June 6, 2022, Ja­maica’s man­u­fac­tur­ing and dis­tri­b­u­tion pow­er­house, Se­prod Ltd, com­plet­ed its ac­qui­si­tion of a ma­jor­i­ty stake in AS Bry­den & Sons Hold­ings Ltd. My un­der­stand­ing is that Se­prod, the com­pa­ny, ac­quired 60 per cent of Bry­den, while ex­ec­u­tives of Se­prod ac­quired the bal­ance.

In an in­for­ma­tion mem­o­ran­dum dat­ed Sep­tem­ber 30, 2022, AS Bry­den & Sons in­di­cat­ed that cer­tain share­hold­ers of the com­pa­ny were “invit­ing of­fers with re­spect to 1,236,009 or­di­nary shares in the com­pa­ny at the in­vi­ta­tion price of US$4.37 (TT$30.59) per or­di­nary share.”

The shares in AS Bry­den were of­fered to its em­ploy­ees and to in­vestors res­i­dent in Ja­maica, “but for avoid­ance of doubt (this) ex­cludes in­vestors res­i­dent in Trinidad and To­ba­go, ex­cept for el­i­gi­ble em­ploy­ees.” So, em­ploy­ees of AS Bry­den & Sons Hold­ings and in­vestors res­i­dent in Ja­maica were of­fered shares in the com­pa­ny at US$4.37 or TT$30.59.

And, be­fore its ac­qui­si­tion by Se­prod, Bry­den was a very prof­itable com­pa­ny, gen­er­at­ing $1.71 bil­lion in rev­enue from con­tracts with cus­tomers, re­port­ing $140.9 mil­lion in prof­it be­fore tax and earn­ing $96.61 mil­lion in prof­it af­ter tax in its au­dit­ed fi­nan­cials for the year end­ed March 31, 2022. The au­dit was con­duct­ed by EY.

Ac­cord­ing to the in­for­ma­tion mem­o­ran­dum, on Au­gust 30, 2022, Bry­den en­tered in­to an agree­ment to ac­quire Mi­con Hold­ings in an all-stock trans­ac­tion, with AS Bry­den is­su­ing 4,322,767 or­di­nary shares to the Mi­con share­hold­ers in ex­change for them sur­ren­der­ing 100 per cent of their shares in Mi­con.

Go­ing pub­lic by in­tro­duc­tion

“The com­pa­ny sup­ports the sell­ing share­hold­ers’ de­ci­sion to make the in­vi­ta­tion avail­able to el­i­gi­ble em­ploy­ees and el­i­gi­ble in­vestors....As part of the com­pa­ny’s ob­jec­tives to en­hance its share­hold­ers’ in­vest­ments in the com­pa­ny’s shares, the com­pa­ny in­tends to make ap­pli­ca­tions with­in a year of com­ple­tion of the in­vi­ta­tion to list its or­di­nary and pref­er­ence shares on the Ja­maica Stock Ex­change and the T&T Stock Ex­change through list­ing(s) by in­tro­duc­tion...” said Bry­den’s chair­man Paul B Scott in the in­for­ma­tion mem­o­ran­dum.

In an email to the Ja­maica Ob­serv­er, in the ar­ti­cle pub­lished on Oc­to­ber 4, 2022, Bry­den’s CEO Richard Pan­do­hie stat­ed: “AS Bry­den is ex­pect­ed to be ini­tial­ly list­ed on the Ja­maica Stock Ex­change (JSE) be­fore the end of the year, list­ing on the TTSE will fol­low at a lat­er date to be an­nounced,” said Pan­do­hie, who is al­so CEO of Se­prod. Paul B Scott is not on­ly the chair­man of Bry­den, he is al­so the chair­man of Se­prod and of Mus­son, which has a con­trol­ling in­ter­est in Se­prod.

Asked to pro­vide an up­date on Se­prod’s pro­pos­al to list AS Bry­den & Sons Hold­ings Ltd on the T&T stock mar­ket, Pan­do­hie said, “AS Bry­den & Sons Hold­ing bought CPJ in Ja­maica and St.Lu­cia, we are now in the process of clos­ing the takeover bid to raise our stake to 80 per cent.

“Af­ter this is com­plet­ed, we will move to fi­nalise the list­ing (we now have ap­proval from T&T Se­cu­ri­ties and Ex­change Com­mis­sion), so I would say that by June 30, we should eas­i­ly com­plete the list­ing.”

To ex­plain, in Ju­ly 2024, AS Bry­den & Sons Hold­ings ac­quired a 44.8 per cent stake in food im­porter Caribbean Pro­duc­ers Ja­maica (CPJ) for $5.17 bil­lion (US$32.82 mil­lion). At the time, the Ja­maican own­ers of Bry­den in­di­cat­ed they hoped to ac­quire a ma­jor­i­ty stake in CPJ.

In a news re­lease post­ed on the web­site of the Ja­maica Stock Ex­change on De­cem­ber 6, 2024, AS Bry­den & Sons Hold­ings an­nounced that it had ac­quired an ad­di­tion­al 30.4 per cent stake in Caribbean Pro­duc­ers Ja­maica in ex­change for 94,871,379 new­ly is­sued or­di­nary shares of AS Bry­den to the sell­ers of the CPJ shares.

That ad­di­tion­al ac­qui­si­tion of shares meant AS Bry­den owns 75.3 per cent of CPJ, which trig­gered the takeover thresh­old of 50 per cent in Ja­maica. That re­sult­ed in a manda­to­ry of­fer to buy the our­stand­ing shares in CPJ.

“We will soon ex­tend an of­fer to pur­chase shares from all CPJ share­hold­ers on equiv­a­lent terms, sub­ject to CPJ re­main­ing a list­ed com­pa­ny,” said Nicholas Scott, who is a di­rec­tor of AS Bry­den.

In the of­fer to the re­main­ing share­hold­ers of CPJ, AS Bry­den said it on­ly in­tend­ed to buy enough shares to take it to 79.99 per cent of the to­tal is­sued share cap­i­tal of the com­pa­ny.

The of­fer con­sid­er­a­tion is 10 new­ly is­sued or­di­nary shares in AS Bry­den for every 35.23 shares in CPJ.

In oth­er words, the fol­low­ing in­di­vid­u­als and com­pa­nies al­ready own shares in AS Bry­den & Sons Hold­ings: Se­prod; ex­ec­u­tives of Se­prod and Mus­son and their com­pa­nies; em­ploy­ees of the com­pa­ny; cer­tain in­vestors in Ja­maica (as part of the Oc­to­ber 2022 of­fer); ex­ec­u­tives of Mi­con Mar­ket­ing; the two ma­jor­i­ty share­hold­ers of CPJ and the oth­er share­hold­ers of CPJ.

The em­ploy­ees of Bry­den, and cer­tain Ja­maican in­vestors pur­chased shares in the com­pa­ny at $30.59 or US$4.37, fol­low­ing the Oc­to­ber 2022 of­fer. But a Se­prod source said Wednes­day there was a sub­se­quent share split, which ad­just­ed the price to US$0.15.

If the val­ue of the AS Bry­den shares held by em­ploy­ees of the com­pa­ny is now worth US$0.15 each, what price will its Ja­maican own­ers list it on the lo­cal stock mar­ket? I think the com­pa­ny’s em­ploy­ee/share­hold­ers would love a share price of US$0.30 a share, which ef­fec­tive­ly dou­bles their mon­ey in a lit­tle over two years.

But will lo­cal in­vestors love US$0.30 a share for a com­pa­ny that de­pends on im­ports for most of its rev­enue?

Im­por­tant­ly, the T&T Se­cu­ri­ties and Ex­change Com­mis­sion is­sued two no­tices on the is­suance of shares by Bry­den on Sep­tem­ber 13, 2024:

* Some 1,389,683,010 or­di­nary shares of AS Bry­den & Sons Hold­ings pur­suant to a pro­posed list­ing on the Trinidad and To­ba­go Stock Ex­change; and

* Some 20,403,000 6.00 per cent Class A pref­er­ence shares of AS Bry­den & Sons Hold­ings pur­suant to a pro­posed list­ing on the Trinidad and To­ba­go Stock Ex­change.

At US$0.30 a share, the or­di­nary shares to be is­sued by AS Bry­den on the lo­cal stock mar­ket would be worth US$416.90 mil­lion.

Al­so im­por­tant is the fact that AS Bry­den & Sons Hold­ings an­nounced in No­vem­ber 2023 that it re­ceived ap­proval to list its or­di­nary and pref­er­ence shares by in­tro­duc­tion on the main mar­ket of the Ja­maica Stock Ex­change.

“By list­ing its shares by in­tro­duc­tion, AS Bry­den is not of­fer­ing any new shares for sale to the pub­lic, but is pub­licly list­ing all ex­ist­ing shares and mak­ing them avail­able for trad­ing,” ac­cord­ing to the no­tice.

AS Bry­den was list­ed on the JSE main mar­ket on No­vem­ber 10, 2023.


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