AS Bryden & Sons Holdings reached an agreement for a US$60.71 million loan, on June 6, 2022, as part of its acquisition by Jamaican manufacturer and importer, Seprod.
The consummation of the US$60.71 million loan from local Barbados-based CIBC subsidiary FirstCaribbean took place on June 6, at the same time as Seprod completed its acquisition of AS Bryden, the CEO of CIBC said. Seprod, Richard Pandohie and Nicholas Scott, Musson’s chief investment officer. Ltd, the parent company of Seprod. They spoke on a joint call.
On May 6, the Express reported that Seprod had raised a two-year unsecured bridge financing of $25.4 million, paying an interest rate of 6%, from the Cayman Islands subsidiary of a large Jamaican bank, as part of the financing of its acquisition. from AS Bryden. The bridge financing has a bullet payment in May 2024.
Consideration paid to AS Bryden & Sons shareholders was not disclosed.
Documents from AS Bryden’s Companies Registry filing indicate that the company entered into the loan agreement with FirstCaribbean International Bank (Trinidad and Tobago) Ltd on June 3, 2022. FirstCaribbean International Bank (T&T), which is described as l agent in the documents, is a wholly owned subsidiary of CIBC FirstCaribbean.
According to the ‘Statement of Charge Created by a Company’ document, the mortgage between AS Bryden and FirstCaribbean was perfected on June 6, 2022.
The mortgage document states that AS Bryden has pledged to the bank all of its right, title and interest in all of its plant, equipment and machinery.
AS Bryden has also pledged, among other things, its intellectual property rights, all present and future goodwill, all its present and future rights and interests in its securities and all its respective bills of exchange, promissory notes and negotiable.
The security created by the debenture “will constitute a first charge on the security assets”, according to FirstCaribbean’s mortgage document.
The document was prepared by the law firm T&T Johnson, Camacho & Singh.
A report in the Sunday Express from May 8, 2022 indicates that AS Bryden issued a share capital of 5,884,000 shares as of September 7, 2020.
The shareholding of AS Bryden & Sons Holdings is held by four companies representing four groups of shareholders:
• Keskidee Ltd — holds 2,780,649 shares or 47.25% of AS Bryden;
• Ambergate Ltd—holds 1,735,180 shares or 29.48% of AS Bryden;
• Fairchild Ltd — owns 800,000 shares or 13.59% of AS Bryden; and
• Summit Investments – an executive profit sharing plan, owns 568,171 shares of Bryden, or 9.65% of the company.
The company’s shareholding and shareholders had not changed as of May 24, 2022, according to the T&T Companies Registry.
On May 5, 2022, when Seprod’s acquisition of AS Bryden was announced, the press release stated that “combined annual revenues are expected to exceed US$500 million”.
AS Bryden is a leading distributor of T&T consumer products.
In the May 5 press release announcing the acquisition, Seprod said: “Together, Seprod and AS Bryden, with a team of nearly 3,000 employees, will serve leading food, pharmaceutical, premium beverage, hardware and industrial companies in the world, with an expanded portfolio. of their own manufactured brands.
Yesterday, the Jamaica Observer reported that Seprod intended to list AS Brydens & Sons Holdings on the Jamaica Stock Exchange (JSE) later this year and on the Trinidad and Tobago Stock Exchange (TTSE) sometime after.
In a notice to AS Bryden employees on Friday, AS Bryden Chairman Paul Scott and Richard Pandohie, who is AS Bryden’s interim CEO, said employees of the T&T company will be offered the opportunity to buy shares of the Bryden Group before the shares are publicly listed on the JSE.