Share­hold­ers of Cap­i­tal and Cred­it Fi­nan­cial Group (CCFG) are set to en­joy im­me­di­ate up­side with JMMB's of­fer to ac­quire 100 per cent of the com­pa­ny's shares, ac­cord­ing to an analy­sis of the friend­ly takeover done by JMMB.

On May 25, JMMB made an of­fer to ac­quire 100 per cent of the is­sued share cap­i­tal of CCFG at a price of J$4.55 per share (payable in TT$ equiv­a­lent), of which 70 per cent is to be paid in cash, which amounts to a to­tal pay­out of TT$216.8 mil­lion. The re­main­ing 30 per cent is in a share swap, paid for in the form of new JMMB shares be­ing is­sued to CCFG share­hold­ers, ac­cord­ing to a state­ment from JMMB. In com­ment­ing on the trans­ac­tion, JMMB's Group CFO, Patrick El­lis, notes that, "It's a win-win for all, in­clud­ing the CCFG share­hold­ers, as they get an im­me­di­ate up­side in two ways. Be­tween Jan­u­ary to Ju­ly 2011, pri­or to JMMB sig­nalling its in­ten­tion to make an of­fer last Au­gust, CCFG's av­er­age share price was TT$0.22. So at an of­fer price of J$4.55 (equiv­a­lent to TT$0.33), that's 55 per cent high­er. "The sec­ond ben­e­fit comes from 30 per cent of the of­fer price in the form of JMMB shares, which pro­vides the CCFG share­hold­ers with an im­me­di­ate 44 per cent in­crease in share val­ue, as each JMMB share in the swap cal­cu­la­tion is as­cribed a price of J$7.54, be­ing JMMB's Book Val­ue as at June 30, 2011."

El­lis adds, "JMMB's shares cur­rent­ly trade at ap­prox­i­mate­ly TT$0.80 (equiv­a­lent J$10.89) on the Trinidad and To­ba­go Stock Ex­change (June 6, 2012)." On May 28, 2012, the CCFG board of di­rec­tors is­sued their rec­om­men­da­tion, en­dors­ing the fair­ness of the of­fer. The CCFG di­rec­tors' cir­cu­lar, which was dis­trib­uted fol­low­ing re­ceipt and con­sid­er­a­tion of the JMMB of­fer via a takeover bid cir­cu­lar in May, stat­ed in part: "The Ad­vi­so­ry Sub­com­mit­tee rec­om­mend­ed to the board of di­rec­tors of CCFG that the Of­fer by JMMB to ac­quire all the is­sued or­di­nary shares in CCFG from share­hold­ers in Ja­maica and T&T payable in the man­ner set out in the rel­e­vant Of­fer Cir­cu­lars be ac­cept­ed." The of­fer, which sig­nals an­oth­er crit­i­cal step to­wards JMMB's ac­qui­si­tion of CCFG, opened on May 25, 2012 and will close on June 15, 2012. The takeover bid cir­cu­lar and di­rec­tors' cir­cu­lar was dis­trib­uted to the CCFG share­hold­ers in T&T via mail, how­ev­er share­hold­ers who may not yet have re­ceived the doc­u­ments are be­ing in­vit­ed to vis­it the JMMB and CCFG Web sites at www.jmmb.com/ac­qui­si­tion and http://www.cap­i­tal-cred­it.com/ to down­load the doc­u­ments and forms. Speak­ing to the pos­si­bil­i­ties in this po­ten­tial ac­qui­si­tion, Group CEO, Kei­th Dun­can said: "CCFG share­hold­ers will en­joy tremen­dous ben­e­fits as a re­sult of this trans­ac­tion, bring­ing to­geth­er the best of two in­dige­nous com­pa­nies – JMMB and CCFG. It will give the ex­pand­ed en­ti­ty the op­por­tu­ni­ty to de­liv­er stronger fi­nan­cial per­for­mance, in­crease ef­fi­cien­cies by ex­tract­ing syn­er­gies in prod­ucts, tech­nol­o­gy plat­forms and op­er­a­tions, there­by in­creas­ing the over­all growth prospects and share­hold­er val­ue. "Giv­en that the JMMB Group is a di­ver­si­fied fi­nan­cial ser­vices group with busi­ness op­er­a­tions in Ja­maica, Do­mini­can Re­pub­lic and Trinidad & To­ba­go, the prospects for fu­ture growth are bright."