A Key Strategy: GK Offers to Buy Outstanding Shares in Key Insurance

• On March 17, 2025, GraceKennedy Financial Group Limited (GK) issued an offer to purchase 100% of the issued share capital of Key Insurance Company Limited for J$2.70 per share. The offer is set to open for acceptance on March 24, 2025, and will close on April 22, 2025.
• The acquisition is expected to cost J$403,707,601.80. The company plans to fund the acquisition from internally generated resources of the GraceKennedy Group.
• Key Insurance Company Limited operates as a general insurance company in Jamaica in the Motor and Non-Motor segments. The acquisition would allow for greater reach and market presence for GK, whilst reducing competition in its insurance segment.
• Key Insurance is currently listed on the JSE’s Main Market. Under the Main Market Rules, a company can be delisted if a single shareholder, directly or indirectly, controls more than 80% of a company’s listed shares. GK currently owns approximately 73% of Key's issued shares. As such, if upon completion of the Offer, its ownership stake exceeds the 80% threshold, the delisting would take effect after the bid is finished.
• Additionally, if enough of Key's Shareholders – excluding GK – accept the offer and bring GK’s ownership to at least 90% of the Key’s issued ordinary stock units, GK intends to exercise its rights to compulsorily acquire all remaining shares, regardless of whether the owners have expressly disagreed with or failed to respond to the Offer.
• Since the news release, KEY’s stock price has appreciated by 15.3% to close Tuesday’s trading session at $2.49, leaving an additional upside of 12.5% to the offer price.

(Source: JSE & NCBCM Research)