Scotia Group Jamaica seeks shareholder approval for JSE delisting and private ownership

Scotia Group Jamaica Limited said Friday it has started the process to become privately owned and remove its shares from the Jamaica Stock Exchange, while indicating that completion of the deal is not expected to materially affect its existing business operations.

The company said it has signed a definitive arrangement agreement with Scotiabank Caribbean Holdings Limited, its majority shareholder, for SGJL to be taken private.

The proposal would see SGJL buy back every issued and outstanding share not already held by Scotiabank Caribbean Holdings at J$61.50 cash for each share. The arrangement must still receive approval from the court, SGJL’s minority shareholders and other usual closing requirements.

Scotiabank Caribbean Holdings now controls 71.78 per cent of SGJL’s issued and outstanding shares.

According to Scotia Group, the plan follows the unanimous recommendation of an independent directors’ committee of the SGJL board.

The company said the J$61.50 offer is about 13 per cent higher than the 30-day volume-weighted average price of SGJL shares on the Jamaica Stock Exchange up to June 11, 2026, which was the final trading day before the transaction was announced.

As part of the review, Scotia Group said the Independent Committee retained Ernst & Young Services Limited as independent financial adviser to prepare a fair market valuation of SGJL’s shares and give a fairness opinion. Scotia said that opinion found the payment to minority shareholders to be fair from a financial standpoint as of its date, subject to the assumptions, limits and qualifications set out in the opinion.

Scotia Group said the move to private ownership is intended to improve capital efficiency, strengthen operational efficiency and give Scotiabank more flexibility to respond to opportunities in the market.

The company again stated that, should the transaction be finalised, its current operations are not expected to face any material effect.

Shareholders are expected to be called to court-ordered meetings in the coming months to review and vote on the proposal.

If shareholders approve the arrangement at those meetings, Scotia Group expects the transaction to be completed in the fourth quarter of 2026, once court approval and the other standard closing conditions are satisfied.

Francisco Aristeguieta, Scotiabank’s Group Head International and Global Transaction Banking, said, “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, said: “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, said, “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.”

The Bank of Nova Scotia has operated in Jamaica since 1889. In the local market, it has about 1,800 employees and 28 branches. SGJL reported assets of $774 billion as at October 31, 2025.