By Al Edwards, Business Co-ordinatorTHE Financial Services Commission (FSC) has decided that the recent decision by Grace, Kennedy and the other main protaganists in the battle to take control of Kingston Wharves, have in effect formed a takeover and that an offer must be made
to the remaining minority shareholders.
Earlier this month Grace, Kennedy & Company which has managed Kingston Wharves for the past 57 years, has decided to give up the multi-million dollar contract as part of an agreement to resolve a disagreement over the structure of the board. In addition, a new 11 member board, to be chaired by company executive Brian Young, had been formed.
Grace, Kennedy has agreed that it will not seek a renewal of its management contract with Kingston Wharves when it expires on August 31, this year. The parties also agreed that pending legal action would be discontinued within seven days of the holding of Kingston Wharves' Annual General meeting which is scheduled for today at the Jamaica Conference Centre.
Contacted yesterday by the Financial Gleaner, both board members, Douglas Orane and Charles Johnston said they had no comment to make on the FSC's ruling.
A release issued by the FSC yesterday read: "The Financial Services Commission has noted the contents of a Heads of Agreement signed on 30 May 2003, amongst Kingston Wharves Limited, Grace, Kennedy & Company Limited, H. Macaulay Orrett and the following shareholders of Kingston Wharves Limited:
Jamaica Freight & Shipping Ltd.
Shipping Association of Jamaica.
Jamaica Fruit & Shipping Co. Ltd.
Transocean Shipping Ltd
Maritime & Transport Services Ltd.
A.E. Parnell & Co. Ltd.
which Agreement purports to settle 'many outstanding disputes among the parties'.
One of the effects of the Agreement is to give control of the company to the shareholders who are party to the Agreement, and who together have aggregate holdings of shares in the company in excess of 91%.
"The Commission has determined that a takeover has occurred within the meaning of The Securities (Takeovers & Mergers) Regulations, 1999 ("the Regulations"). Pursuant to regulation 12(1) of the Regulations, those shareholders who are parties to the Agreement are therefore required to jointly make an offer to all other shareholders in Kingston Wharves Limited, within 30 days of the date on which they acquired control of the company, that is, no later than 30 June 2003.
"The Commission has formally communicated this finding to the parties, in writing."
