Nov 2007 Financial News

Stock exchange probes Lascelles bid - Trade resumes after two-day suspension

Nov 28, 2007

The Jamaica Stock Ex-change (JSE) will today lift its suspension on trading in shares of the Lascelles deMercado group, but will continue a review of the bid for a big chunk of the company by Trinidadian Angostura Limited to determine whether it amounts to a takeover offer.

"What we have to do is to continue the review," the JSE's general manager, Marlene Street-Forrest, told Wednesday Business last night. "We will also be informing the market whether it (the Angostura bid) is a takeover offer."

Lascelles managing director William McConnell was not immediately available for comment.

The JSE halted trading in Lascelles shares when the market opened Monday after the weekend recess, following the announce-ment by Lascelles late on Friday that it had received notice from Trinidad's Angostura that it was preparing to bid for 49.24 per cent of the voting rights in the Jamaican company.

However, questions have been raised about how the offer should be interpreted, given the structure of Lascelles, whose flagship is the rum manufacturer and blender, J Wray and Nephew.

Lascelles has 96 million ordinary shares, but with only one vote for each 1,600 held. On hand, it has 10,000 six per cent preference shares, plus another 50,000 fifteen per cent preferences.

Both categories of preference shares each carry one vote per share. In other words, the 60,000 preference shares carry the same voting weight as the 96,000 ordinary shares. Effectively, ownership of a substantial block of preference shares gives the holders a powerful voice in the company.

In Friday's announcement of the bid, both Lascelles and Angostura said that the offer was for 86,484,020 ordinary shares (approximately 90 per cent of the issued amount) and 5,028 of the six per cent preferentials.

The offer was US$10.65 per ordinary share, with US$4.50 paid upfront and US$6.15 for up to three years.

In the case of the prefs, the offer price was for US 30 cents per share, 20 cents being paid up-front and 10 cents deferred up to 2011.

But the offer, Lascelles made clear, expressly excluded shares held by two companies controlled by the group's chairman, George Ashenheim, and chief executive officer, Billy McConnell, that command 50.7 per cent of the voting rights in the Lascelles Group.


Source:
The Jamaica Gleaner
Wednesday | November 28, 2007
http://www.jamaica-gleaner.com/gleaner/20071128/business/business1.html