Scotiabank Jamaica has, for generations, been the leading financial institution in Jamaica and one of the strongest companies listed on the Jamaica Stock Exchange (JSE). Now, with seismic events taking place in the Jamaican financial sector, Scotia Group Jamaica is looking to walk away from the JSE. This follows Butterfield announcing it will be acquiring CIBC Caribbean NCB, having to address its huge debt, the deleterious impact of the asset tax and a contracting economy.

Many commentators have noted that the big Canadian banks are slowly diminishing their presence in the Caribbean. Scotia Group Jamaica doesn’t need to raise funding and may feel, given current times should relieve itself of impediments that would affect its efficiency and ability to react expeditiously.

 Scotia Group Jamaica Limited (“SGJL”) announced today, that, based on the unanimous recommendation of a committee of independent directors of the board of directors of SGJL, it has entered into a definitive arrangement agreement with its majority shareholder, Scotiabank Caribbean Holdings Limited (“SCHL”), to take SGJL private whereby, among other things, all of the issued and outstanding shares of SGJL that SCHL does not currently own will be repurchased at a price of JMD$61.50 in cash per share (the “Transaction”), subject to court approval as well as the approval of SGJL’s minority shareholders and other customary closing conditions. SCHL currently owns 71.78% of the issued and outstanding shares of SGJL.

The purchase price of $61.50 per share represents a premium of approximately 13% to the thirty-day volume-weighted average trading price, respectively, of the SGJL shares on the Jamaica Stock Exchange (the “JSE”) on June 11, 2026, the last trading day before the announcement of the Transaction.

The Transaction is aimed at enhancing capital and operational efficiency and Scotiabank’s agility in responding to market opportunities. If the Transaction is completed, there will be no material impact on the current operations of SGJL. 

Commenting on the Transaction, Francisco Aristeguieta, Group Head, International and Global Transaction Banking at Scotiabank, stated, “With a legacy of nearly 137 years in Jamaica, this Transaction reflects our ongoing commitment to our operations in the country. We are proud to deepen our investment and reinforce our support for the continued advancement and development of the Jamaican economy.”

Jabar Singh, Scotiabank’s President, Dominican Republic and the Caribbean, added: “Jamaica and the Caribbean remain central to Scotiabank’s global strategy, and this Transaction reflects both our confidence in the strength of this business and our commitment to its continued expansion and success.”

Audrey Tugwell Henry, President & CEO of SGJL, commented, “This Transaction is intended to enable us to focus more sharply on long‑term value creation and core business growth. We remain fully committed to supporting our clients, communities, and the country’s national development agenda.”

In connection with the Transaction, the board of directors of SGJL (“the Board”) appointed the Independent Committee to consider and make a recommendation with respect to the Transaction. SGJL entered into the arrangement agreement based on the unanimous approval of the Board after receiving the unanimous recommendation of the Independent Committee. Both the Board (with conflicted directors recusing themselves) and the Independent Committee determined, after receiving independent financial and legal advice, that the Transaction is in the best interests of SGJL and the consideration to be received by the minority shareholders is fair, and recommend that the minority shareholders vote in favour of the Transaction at the meetings of shareholders to be held to approve the Transaction. 

In connection with its review and consideration of the Transaction, the Independent Committee engaged Ernst & Young Services Limited as its independent financial advisor to provide the Independent Committee with a valuation as to the fair market value of the SGJL shares and a fairness opinion, to the effect that, as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications stated in the opinion, the consideration to be received by SGJL’s minority shareholders is fair, from a financial point of view, to such minority shareholders. 

The Transaction will be undertaken by way of a court-approved Scheme of Arrangement under the Companies Act, 2004. Among other things, completion of the Transaction is conditional upon the Scheme of Arrangement being approved by (i) a majority of the minority shareholders who are present and voting at a court ordered meeting of shareholders; (ii) at least 75% in value of the minority shareholders who are present and voting at a court ordered meeting of shareholders; and (iii) the approval of the Supreme Court of Jamaica. 

SGJL expects to hold court-ordered meetings of shareholders to consider and vote on the Transaction in the coming months. If approved at the meetings, the Transaction is expected to close in the fourth calendar quarter of 2026, subject to court approval and other customary closing conditions. 

Shareholders will have the option to receive payment in either Jamaican Dollars (“JMD$”) or United States dollars (“US$”), based on the weighted average selling rate for United States dollars published by the Bank of Jamaica three (3) days before the settlement date.

Additional information regarding the terms of the arrangement agreement, the independent valuation and fairness opinion, and the rationale for the recommendation by the Independent Committee and the Board will be provided in the Scheme Booklet for the court-ordered meetings of shareholders.