Scotiabank Caribbean Holdings Ltd. Makes Move to Privatise Scotia Group Jamaica

• Scotia Group Jamaica Limited (SGJL) announced on June 6, 2026, that it has entered into a definitive arrangement agreement with its majority shareholder, Scotiabank Caribbean Holdings Limited (SCHL), to take the company private. Under the transaction, all issued and outstanding shares of SGJL not currently owned by SCHL will be repurchased at a price of J$61.50 in cash per share, subject to court approval, the approval of SGJL's minority shareholders and other customary closing conditions. SCHL currently owns 71.78% of SGJL's issued and outstanding shares.
• The purchase price of J$61.50 per share represents a premium of approximately 13.0% to the thirty-day volume weighted average trading price of SGJL's shares on the Jamaica Stock Exchange (JSE) as at June 11, 2026, the last trading day prior to the announcement. According to the company, the transaction is aimed at enhancing capital and operational efficiency as well as Scotiabank's agility in responding to market opportunities and is not expected to have any material impact on SGJL's current operations if completed.
• The agreement was entered into based on the unanimous approval of SGJL's board of directors, following the unanimous recommendation of a committee of independent directors appointed to consider the transaction. The Independent Committee engaged Ernst & Young Services Limited as its independent financial advisor, which provided a valuation of the SGJL shares and a fairness opinion concluding that the consideration to be received by minority shareholders is fair from a financial point of view. Both the board (with conflicted directors recusing themselves) and the Independent Committee recommend that minority shareholders vote in favour of the transaction.
• The transaction will be undertaken by way of a court-approved Scheme of Arrangement under the Companies Act, 2004. Completion is conditional on approval by a majority of the minority shareholders present and voting at a court-ordered meeting, representing at least 75% in value of those voting, as well as the approval of the Supreme Court of Jamaica. SGJL expects to hold the court-ordered shareholder meetings in the coming months and, if approved, the transaction is expected to close in the fourth calendar quarter of 2026. Shareholders will have the option to receive payment in either Jamaican or United States dollars, based on the Bank of Jamaica's weighted average selling rate three days before the settlement date.
• For the six months ended April 30, 2026, net income amounted to $10.08Bn, up 9.5% from $9.21Bn a year earlier, as total revenues excluding expected credit losses grew 11.1% to $37.1Bn. The Group's balance sheet continued to expand, with total assets rising 10.5% year-over-year to $843.9Bn, driven by a 16.8% increase in loans, net of allowances for credit losses, to $378.3Bn, while deposits by the public grew 11.9% to $571.8Bn. Credit quality also remained strong, with non-accrual loans representing 1.3% of gross loans, below the industry average of 2.3%, and provision coverage of 118.8% of non-performing loans.
• As at the close of trading on June 11, 2026, SGJL's ordinary share price closed at J$54.21, reflecting a 2.0% year-to-date increase. At this price, SGJL has a P/B ratio of 1.00x, which is below the Main Market Financial Sector Average of 1.07x. However, with the announced intention to privatise SGJL at J$61.50 per share, a notable premium to its current market price, demand for the stock is expected to rise in the short term as its price converges toward the offer price.

(Sources: Scotia Group Jamaica Limited, JSE & NCBCM Research)