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Guardian Holdings Limited has approved restructuring activities,

Durrant Pate/Contributor

Trinidad-based Guardian Insurance Limited is buying NCB Merchant Bank (Trinidad and Tobago) from NCB Capital Markets.

NCB Financial Group (NCBFG) announced the planned acquisition, as part of its major subsidiaries’ business optimisation with Guardian Insurance. NCBFG is the parent company for Guardian Holdings, which is the parent company for Guardian Insurance as well as NCB Merchant Bank (Trinidad and Tobago) and NCB Capital Markets, which are all subsidiaries.

Notably, NCBFG, NCB Capital Market, and Guardian Insurance operate in Jamaica as well as Trinidad and Tobago, where Guardian Holdings is based. The sale is being executed pursuant to a Share Purchase Agreement, which is subject to the receipt of applicable regulatory approvals and non-objections. 

This proposed transaction forms part of NCBFG’s ongoing strategy to establish centres of excellence aimed at optimising and strengthening the Group’s organisational and operating model. This move is expected to enhance operational focus, improve efficiency and better aligning complementary capabilities.

Realignment of Guardian Holdings

Additionally, the Board of Guardian Holdings has approved restructuring activities, pursuant to the Insurance Act of Trinidad & Tobago, to separate its financial and non-financial subsidiaries, as required by the Central Bank of Trinidad and Tobago. This will enable alignment with statutory frameworks for risk management, corporate governance and prudential oversight, while ensuring a clear distinction between non-financial and financial entities.

In addition, the Guardian Holdings is being restructured to form a Financial Holding Company, pursuant to Sections 47(1) and 47 (4) of the Insurance Act of 2018 of Trinidad and Tobago. This regulatory requirement is designed to facilitate the consolidated supervision of the group’s financial entities of the Central Bank of Trinidad and Tobago (CBTT).

This mandate serves to make a clear distinction between financial and non-financial entities, ensuring that the group remains in strict alignment with the evolving statutory framework of risk management, corporate governance and prudential oversight.

Intra-group transactions

The proposed transactions regarding the purchase and sale are intra-group in nature and do not involve any third parties. Client relationships, contractual obligations and day-to-day operations are expected to continue without disruption.

NCBFG remains focused on executing its long-term strategy to simplify its operating structure, strengthen specialised capabilities and enhance value creation.