Scotiabank raises offer for minority shares to J$75 and completes acquisition
Key Facts
Scotiabank completed the purchase of the outstanding common shares in Scotia Group Jamaica that it did not already own, ending trading in the group’s shares on the Jamaica Stock Exchange, according to a completion announcement. The company was controlled by the bank and included in its accounts before the deal, so the transaction does not represent a first-time acquisition of control. In its third-quarter report, the bank estimated the initial cash consideration for buying the minority stakes at about C$500 million when the offer was proposed in June. Scotiabank Caribbean Holdings then raised its offer in September to J$75 per share before completing the purchase of the remaining shares. Scotiabank said the deal is part of its strategy to improve capital and operating efficiency across its existing business footprint.
The offer began on June 12 at a cash price of J$61.50 per share, when Scotiabank Caribbean Holdings owned 71.78% of the issued and outstanding shares. On September 29, the company raised the price to J$75 per share, up from the initial price of J$61.50. The bank said the revision followed the group’s strong results in the second and third quarters. It added that the increase in consideration was intended to provide additional value to shareholders and facilitate completion of the deal. Minority shareholders therefore received an offer above the price set when the deal was first announced in June.
Scotiabank Jamaica estimated that the revised price represented a premium of about 38% to the volume-weighted average price over the 30 trading sessions through June 11. The price was also a premium of about 27% to the closing price on September 28, the day before the offer increase was announced. The two comparisons put the new price in the context of the share’s trading before the initial announcement and before the consideration was revised, respectively. The bank said the increase followed strong results in the second and third quarters, the rationale it cited for the price revision. The announcement did not give a new figure for the total consideration after the price increase, while the June estimate in the third-quarter report remained at about C$500 million.
About 77% of minority shareholders who voted in person or by proxy at the October 7 meeting supported the deal, according to the preliminary scrutineer’s report published by Scotiabank Jamaica. Those voting represented about 97% of the common shares, providing broad share representation at the meeting. The vote followed the offer price increase in September and the bank’s announcement that the group’s second- and third-quarter performance had prompted the increase. According to the company’s October 23 letter to shareholders, the scheme was still awaiting court approval after shareholder approval. The final court hearing was expected to be held on October 30, 2026.
The scheme documents allow shareholders to elect to receive consideration in U.S. dollars, according to Scotia Group Jamaica’s letter to shareholders. The company set a deadline for submitting the currency election form at 2:00 p.m. on the day of the final court hearing. It asked that the form be signed, completed and received by the company before the specified deadline. The letter tied the election deadline to the day of the court hearing, expected to take place on October 30, 2026. The remaining shareholder step concerning how consideration would be received is therefore linked to the scheme’s judicial approval process.
Scotia Group Jamaica had assets of about J$774 billion as of October 31, 2025, according to Scotiabank Jamaica data. The banking group operates through a network in eight Caribbean countries, according to the company’s description. The Bank of Nova Scotia has operated in Jamaica since 1889 and has about 1,800 employees and 28 branches in the country. These figures place the company within the bank’s long-standing presence in the Jamaican market, while the deal will result in the purchase of the shares that remained with minority shareholders. Scotiabank’s third-quarter report said the acquisition of those shares would be accounted for as an equity transaction and was not expected to result in a gain or loss in the consolidated income statement.