Durrant Pate/ Contributor

Jamaican manufacturing conglomerate Seprod Group is seeking to acquire up to 447,491,012 ordinary shares of its Trinidad and Tobago-based subsidiary AS Bryden & Sons Holdings (ASBH), representing a 29.85% equity position in a takeover bid.

The price payable to ASBH shareholders that accept the offer is newly issued ordinary shares in Seprod at a rate of 396 ordinary shares in Seprod per 1,000 ordinary shares of ASBH. Seprod expects that this move will result in it issuing up to 177,398,223 new ordinary shares and, as a result, increase its equity position in ASBH from 50.14% to 79.99%. 

By stopping short of the 80% threshold, Seprod is ensuring that ASBH meets Jamaica Stock Exchange (JSE) regulatory requirements that at least 100 shareholders own 20% of the company and no single shareholder owns more than 80% for it to be a publicly traded entity.

Seprod seeks to increase its ownership in ASBH, allowing it to better align both companies and generate greater synergies as the two businesses are integrated. The collaboration between Seprod and ASBH is intended to allow principals and customers to benefit from a regionally integrated distribution platform. 

Offer expires on June 5, 2025

Unless extended, the offer period will expire on June 5, 2025. The takeover bid circular was issued pursuant to Securities Industry (Take-Over) By-Laws of 2005. The lead broker with respect to this offer is Republic Wealth Management Limited, based at 8 Rapsey Street Ellerslie Plaza, Maraval, Trinidad and Tobago.

If this offer is successful, Seprod intends to maintain ASBH as a listed company on the Jamaica Stock Exchange and intends to cause ASBH to make an application to the Trinidad and Tobago Stock Exchange to list its ordinary shares on that market. Seprod first acquired a 60% stake in ASBH in June 2022 for J$7.11 billion through a mixture of debt and preference shares issued to the former owners. 

For the year ended December 31, 2024, Seprod reported revenues of J$133.0 billion and net profit of J$4.1 billion. Since being initially acquired by Seprod, ASBH has expanded its premium beverage distribution footprint to include Barbados, Jamaica, and St Lucia. 

Seprod in the offer circular promises to continue to drive the penetration and expansion of its products in the English-speaking Caribbean.

Plans for ASBH 

If the offer is successful, Seprod intends to further integrate the company with its T&T subsidiary to enhance the consolidated entity’s combined operations and financial performance. Seprod has no plans to sell, liquidate, exchange or otherwise alter any material amount of ASBH’s assets or alter the general business of the company. 

Further, Seprod does not intend to delist ASBH’s from the JSE nor does it intend to limit the rights of remaining shareholders. Since Seprod acquired ASBH shares in 2022, the leadership of Seprod has taken an active role in the management of ASBH. 

Seprod intends to continue this active role subsequent to its purchase of additional ASBH shares to achieve greater integration and operational efficiency. The company’s involvement includes monitoring and providing feedback and measuring the performance of on ASBH’s operations, corporate strategy, financial performance, capital investments, liquidity planning and management.

Seprod commits to upholding the rights of all the employees of ASBH and its subsidiaries, including pension funds, scholarships, and benefits, which will continue to be honoured.