Mandatory offer to minority shareholders, pursuant to Take-Over and Mergers Regulations

Durrant Pate/Contributor

In an Our Today business news follow-up, Global Attractions Limited, a company incorporated in Saint Lucia, is set to become the majority shareowner of the Jamaican-based attractions company, Dolphin Dove.

 This has come about, as Dolphin Cove’s current parent company, World of Dolphins Inc, which is registered in Bridgeton, Barbados, has entered into a share purchase agreement with Global Attractions to sell all of its shares in the marine attractions company, operating at four locations on Jamaica’s North Coast at Ocho Rios, Moon Palace, Jamaica Grande, and Lucea. The purchase agreement is dated last Thursday, July 9, 202

 World of Dolphins Inc. owns 313,901,858 ordinary shares, representing approximately 79.99% of Dolphin Cove’s ordinary shares. The move by World of Dolphin Cove to offload its 79.99 per cent stake in Dolphin Cove started last year, as its ultimate parent company, Leisure Investments Holdings LLC, began bankruptcy court proceedings in Delaware, USA.

Terms of the acquisition

Completion of the sale and purchase of the shares in Dolphin Cove is subject to certain conditions, including arrangements relating to the refinancing and discharge of its existing financing facility with Sagicor Bank Jamaica. Global Attractions intends to comply with all Jamaica Stock Exchange (JSE) Rules and applicable laws relating to changes of control, takeovers and disclosures.

Under the JSE rules and the Securities Take-Over and Mergers Regulations, Global Attractions will have, within 30 days of the date it acquires control, to make a “follow-up” mandatory offer to the other shareholders of Dolphin Cove to purchase their shares in accordance with the Securities (Take-Overs and Mergers) Regulations.

Last year, when World of Dolphins decided to offload its shares, it had pledged its 79.99 per cent stake in Dolphin Cove, as collateral for a note purchase agreement on behalf of the associated company, Dolphin Discovery. 

 World of Dolphins appointed investment bankers at Greenhill & Co to manage the note transaction and coordinate inquiries from parties interested in purchasing all or part of the controlling stake.