Positioning for growth through acquisition and debt-to-equity swap 

Durrant Pate/Contributor

Digital and creative training company, iCreate Limited is currently undergoing a strategic reorganisation in which the Junior Market listed company will transition into a diversified investment holding company.

The company’s name will be changed to Kintyre Holdings (JA) Limited to more accurately reflect its strategic transformation. This transformation and rebranding signifies the shift toward a broader business focus across multiple sectors, encompassing diverse investments and strategic ventures. 

Furthermore, iCreate’s purpose will be amended from a Digital & Creative Training Institute to an Investment Holding Company or Holding Company, aligning with its expanded vision and long-term growth strategy to create value across a range of industries. The company plans to grow through acquisitions, debt swaps for equity and share allocation.

These undertakings will strategically expand iCreate’s portfolio through key acquisitions, aiming to strengthen its position across various sectors. Of interest, these acquisitions will include significant stakes in influential companies, which should contribute to iCreate’s overall growth and diversification.

Two new acquisitions

iCreate will acquire a 51% stake in Parallel Real Estate Ventures Limited for J$325.5 million, further expanding its real estate portfolio with high-potential development projects. In addition, the Tyrone Wilson-led company will acquire a 20% stake in Sevens Restaurant for J$25 million, positioning itself to capitalize on significant revenue growth opportunities under improved governance. 

iCreate plans to issue a total of 826,666,667 shares for the acquisition of its 51% stake in Parallel Real Estate Ventures Limited, aligning with its strategy to strengthen the company’s real estate holdings. In addition, iCreate Limited will also issue a total 41,666,667 shares for the acquisition of a 20% stake in Sevens Restaurant, aimed at unlocking growth potential in the food and beverage sector.

Debt conversion to equity

In 2022, iCreate acquired 51% of GetPaid Group Limited by way of a Vendor Finance. The shareholders of GetPaid Group Limited on August 4, 2023 had agreed to sell the remaining 49% to iCreate, resulting in the entity becoming a wholly owned subsidiary of iCreate. 

The consideration is the same as the initial 51% bought by iCreate. As such, iCreate will issue a total of 92,876,667 to the shareholders of GetPaid Group Limited and/or their nominees. 

Also a sum of 27,225,000 will be issued to members of the Board of Directors and Management, as fees and bonuses in lieu of cash to the respective individuals and/or their nominees. Board members and senior management of iCreate Limited have opted to take shares in lieu of cash for outstanding fees. 

Additionally, service providers and former members of the iCreate team have agreed to take shares in lieu of cash from the company for outstanding balances. All shares are being issued at 60 cents per share.  

All these decisions by the management is subjected to shareholders’ approval at the company’s annual General Meeting (AGM) to be held on Tuesday, October 2, 2024, at AC Hotel 38-42 Lady Musgrave Road, St Andrew.

Waiver of Pre-Emptive Rights 

Shareholders will also be asked to vote of a resolution for a waiver of all pre-emptive rights in order for the debt swops to go through. The resolution to be voted on reads: “Resolution No. 5 Any pre-emption rights to which existing shareholders of the Company may be entitled, howsoever arising, be and are hereby dis-applied for the purpose of the implementation of the Exchange of Shares and the obtaining and/or securing of the convertible debt financing and exchange of shares for services provided, and acquisitions that are agreed upon for share transfer hereinbefore described, in each case for the benefit of the Company.”