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.