Durrant Pate/Contributor

Mayberry Investments shareholders gave their resounding approval to a scheme of arrangement in furtherance of complying with the new Bank of Jamaica (BOJ) regulatory regime for financial holding companies (FHCs). 

In order to be approved, the scheme must be accepted by the majority of shareholders present at July 26 court appointed meeting of at least 75 er cent of the total votes cast. PricewaterhouseCoopers, which acted as scrutineers for the meeting, reported that 99.3939 per cent of shareholders present voted in favour of the scheme, representing 99.9993 per cent of the votes cast on the resolution.

As such, the results clearly satisfy the threshold to be met and therefore the scheme was sanctioned by shareholders. The implementation of the scheme is now subjected to the sanction of the Supreme Court of Jamaica.

Accordingly, Mayberry will now report the results of the meeting to the Supreme Court and seek a final order sanctioning the scheme. If the scheme is sanctioned by the Supreme Court, a copy of the court order sanctioning the scheme will be filed with the Registrar of Companies.

Once the court order is filed with the Registrar of Companies, all ordinary shares in Mayberry Investments shareholders will be cancelled and shareholders issued the same number of stock units in Mayberry Group, the new parent company of the Mayberry, pursuant to the scheme.

However, if the stock units of Mayberry Group are not approved for listing on the main market of the Jamaica Stock Exchange (JSE), the scheme will not be implemented and Mayberry shareholders will continue to hold their shares. The planned strategic reorganisation of Mayberry through the scheme is to facilitate greater regulatory transparency and corporate agility with the ultimate aim of enhancing shareholder value.

Under the reorganisation, which will be undertaken pursuant to a court-approved scheme, a new parent company, Mayberry Group Limited will be established in Saint Lucia. Mayberry will in turn establish a new financial holding company in Jamaica (Mayberry Holdings Limited).

At present Mayberry Investments comprise two direct subsidiaries, Mayberry Jamaica Equities Limited (MJE), which is a 50 per cent subsidiary and Widebase Limited (100 per cent subsidiary). It is currently the principal operating company in the Mayberry Group and is also parent company of MJE and Widebase.

With the proposed reorganisation, MJE and Widebase will become direct subsidiaries of Mayberry Group, while MJE will continue to be listed on the JSE. Mayberry Investments will become a wholly-owned subsidiary of Mayberry Holdings Limited.