The Supreme Court ruled on 30th November that Black Sand’s offer to take control of Lascelles de Mercado (LdM) was non compliant with the Securities (Takeovers and Mergers) Regulations and the Rules of the Jamaica Stock Exchange. This landmark decision examined the level of accuracy expected in relation to statements in Takeover Bid Circulars and the level of financial details required by the Regulations and JSE Rules for Takeover Bid Circulars.
The Hon. Ms. Justice Mangatal declared that the Takeover Bid Circular issued by Black Sand Acquisition Inc. to acquire and purchase the shares of Lascelles de Mercado & Co. Ltd. did not comply with Part IV of the Securities (Take-Overs and Mergers) Regulation(s) 1999 and was in breach of Regulations 16(1)(g) and 24 and the Jamaica Stock Exchange Rules Appendix 1 paragraph 7(f).
It was also declared that LdM was not under any obligation to issue a Director’s Circular in response to the Take-Over Bid Circular released on the 4th August 2011 and as supplemented on 13th of September 2011 and the 18th of October 2011.
A spokesman said last night that LdM was satisfied with the outcome, noting that this was not only an important ruling for the company, but should also help to clarify takeovers and mergers requirements in the Jamaican market.
LdM released its end-of-year financial statements on Wednesday, showing a healthy picture of the Group’s activities and demonstrating that the company is in a strong financial position and well poised to take advantage of growth opportunities. LdM, through its subsidiary J. Wray & Nephew Limited, owns the famous Jamaican Appleton brand worldwide.
LdM’s Managing Director Fraser Thornton says he is pleased with the Court’s decision and is happy he can now focus his attention to growing the company and building its premium brands, most of which compete globally.
Only weeks ago, Lascelles Limited, a subsidiary of LdM which distributes consumer items and manufactures pharmaceuticals and agricultural chemicals, announced it was taking control of a state of the art food production and storage facility formerly occupied by National Meats, paving the way for its entry into the frozen foods industry.
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