Jamaica Stock Exchange All Jamaica Composite index hit the 418,000 mark in trading on Monday, as it gained 1,044.42 points to reach a record 418,000.53. The JSE Main Index rose 951.59 to a record 380,845.80 with 14 minutes of trading elapsing.
The Junior Market has moved modestly by 8.44 to 3,423.64.
The main market pulled back slightly with 22 minutes of trading passing, with the All Jamaica Composite Index at 417,968.53 and the JSE Main Index at 380,816.64 in a relatively quiet trading session so far.
All Jamaica hits record 418,000
Gwest’s share issue response inadequate
The response by GWest the issue of preference shares is inadequate and they still have a number of questions to answer about the issue and the lack of disclosure in the prospectus and the audited financial statements.
The openness of directors with their investors is critical in cementing trust between them. A prospectus is a contractual invitation to the public to purchase shares in the offering company. It requires that full disclosure of all material information is made, so that prospective investors can make rational decisions pertaining to the shares being offered for sale. Any rational person reading GWest prospectus would come to the conclusion that the only matter agreed on at the extra-ordinary meeting of November 27 was that which was disclosed in section Page 45 of the prospectus which list details of the “Recent Capital Restructuring of the company to be as follows”:
“At an extraordinary general meeting the shareholders of the Company approved the following actions in respect of the capital structure of the Company: The re-registration of the Company as a public company in accordance with the Companies Act, adopting new Articles of Incorporation for that purpose:”
a)”The increase of the authorized share capital. (b)The subdivision of each Share”
“The disapplication of any pre-emption rights, howsoever arising, for the purposes of the issue of new Shares for subscription. The conversion of all fully paid Shares to stock on issue.”
There is no mention of the issue of any other type of share. Any decision to issue other shares should have been disclosed in this section if a meeting took place before the date of the prospectus.
The fact that it was not, is the clearest sign that there was inadequate disclosure of important and material information and that the issue of preference shares after, should not stand before approved by a meeting of the new owners.
The vast majority of Junior Market companies have limited administrative staff, as such all the skill set to properly run them are not in their employ. The end results is that mistakes are made and will continue to be made. Recognizing, that most of them don’t have the knowhow of running a public company, the JSE created the creature called a Mentor, but not even that seems to be adequate to fill the breach.
According to the company in a release to the JSE, “Sections 18 and 19 in the November 2017 GWEST Prospectus specifically disclosed that shareholders loans were to be converted to preference shares, thereby reducing the servicing cost to the Company: Shares in the capital of the Company are under the control of the Directors, as expressly provided for in the Articles of Incorporation.”
That is nonsense. The prospectus only has 16 sections, with the last (section 16) being signed by the directors.
Section 11 contains projections along with supporting notes that were reviewed by Ernst and Young who signed their report on November 28.
The extraordinary meeting at which the change in share capital was approved was said to be held on the November 27. According to the resolution, the directors were given authority to issue, to allot such Cumulative Non-redeemable Preference Shares at such subscription price per Preference Share as the Directors of the Company or such Committee may deem fit, the same to be allotted to shareholders of the Company who have invested in the capital of Company (in cash or in kind) with the understanding/pursuant to agreement(s) that such investment(s) will be recognized as shareholder loans or by the issue of preference shares, in each case on terms and conditions determined by the Directors of the Company, subject always to the Articles of Incorporation of the Company”.
Having given the directors the authority to determine the terms and conditions of the preference shares, GWest in releasing information of the above resolution has not presented the minutes of the meeting of the directors that agreed on the terms. The fact that the extraordinary meeting did not set out the terms of the issue of the shares is even more reason why it should have been fully disclosed in the prospectus.
The company refers to 18 and 19 but it appears they mean notes 18 and 19 of section 11 that deals with the projections. What does the section say about the preference shares?
Note 18. “Borrowings| This relates to the NCB Term Loan and shareholders’ loans converted to preference shares.”
“NCB Term Loan| The terms of this loan for $350 million, include a repayment period of eight years payable in equal quarterly installments and an interest rate of 11.5% per annum.”
“Preference Shares| 50% of shareholders’ loan will be converted to non-redeemable preference shares with interest at 10% per annum. The remaining 50% will remain as shareholder’s loan with no fixed repayment with interest at 10% per annum for the J$ amounts and 4% per annum for the US$ amounts.”
Note 19. “Shareholders’ Loan| This amount relates to funds advanced by the shareholders. It is assumed that outstanding balances will continue to attract interest at the prevailing rates of 15% and 4%, respectively for J$ and US$ funds. However, once the IPO is completed and the Company becomes publicly-listed, it is assumed that the interest rates will be reduced to 6% and 2% for J$ and US$ denominated loans, respectively on the remaining balance not converted to preference shares. With respect to the J$ denominated balance, the interest rate is assumed to increase annually by 1%, with a cap at 10% by 2022. The Directors are of the view that these rates are more in line with arm’s length rates prevailing within the market.”
Nowhere in the prospectus is there any reference to a meeting called to approve the issue of any shares other than ordinary shares and the terms of those shares. Under no stretch of the imagination could assumptions included in a financial projections be regarded as disclosure of an agreement to issue shares or that a resolution was already passed to do so. Earlier in the prospectus it is made clear that futuristic statements are just that, as they may not be achieved. That the company withheld pertinent and material information from the new investors even when they had a number of occasions to do so, is glaring and concerning. That the Jamaica Stock Exchange sees nothing wrong with what has transpired is plain shocking, even more shocking is that they did not ensure that proper and full disclosure of the information was included in the relevant part of the prospectus.
The directors cannot over ride, the company’s act that requires that all changes in share capital of a company be approved by shareholders at a general meeting. From all indications this was not agreed to before the prospectus was published, in which case it appears that the new shareholders would have to approve it at a general meeting.
To compound the problem, the preference shares were issued to connected parties to the company. That alone should have alerted all concerned that all decisions should be properly executed.
Of note, the Audited accounts to March 2018, made no mention of the issue of additional shares that were issued or to be issued. It is the norm in auditing, that minutes of meetings are made available to the auditors and the directors have a responsibility to ensure that the financial statements are accurate. The directors need to state if the audited accounts correctly disclose all relevant information pertaining to the share capital. They need to state why they all signed the Prospectus with no mention being made of the resolution to modify the share capital indicating full details of the resolution.
What date did the directors meet to determine the terms of the preference shares and why were those terms not disclosed in the prospectus for all to see?
The Jamaica Stock Exchange requires that they should be advised in advance of any meeting of directors called to alter the share capital of a company and after the meeting the outcome of the meeting is to be communicated to them as well. There are no indications that the directors complied with this section of the Stock Exchange rules.
The handling of this matter is not the way to properly operate in the capital market.
All Jamaica pass 415,000 Points
Gains in Grace Kennedy, Scotia Group, Seprod and NCB Financial were mostly responsible in pushing Jamaica Stock Exchange main market to a new record high in early trading on Friday.
The All Jamaica Composite Index jumped 7,892.89 points to a record 415,112.65 and the JSE Index surged by 7,191.32 points to a record of 378,214.61 points after 41 minutes of opening of the market.
The Junior Market has not participated in the bullishness and slipped 3.76 points to 3,397.17.
All Jamaica claims 411,546 – Thursday
The main market of the Jamaica Stock Exchange broke through 410,000 mark based on movement of the All Jamaica Composite Index in early trading on Wednesday and moved higher by 3,093.31 points to a record 411,545.91.
The JSE Index that jumped to a record 374,251.61 in early trading moved on to 374,964.90 with gains of 2,818.36, The Junior Market rose 19.93 points to 3,401.72. Grace Kennedy raced to an all-time high of $75, NCB Financial moved up to a record of $131, Supreme Ventures climbed to $21.70, JMMB Group jumped to $35 and Mayberry Jamaican Equities traded at $12.
The main market broke through all resistance points, with the last being 400,000 points with the next big one being 510,000 points region. If it got there in 2018, would represent a gain of 24 percent from current levels and lift the gains for the year to 60 percent.
All Jamaica breaks 410,000
The main market of the Jamaica Stock Exchange continue to surge forward on Wednesday, with the All Jamaica Composite Index climbing 2,310.44 points to a record 410,763.04 after Grace Kennedy raced to an all-time high of $75.
The JSE Index gained 2,105.07 points to a record 374,251.61, The Junior Market rose 9.81 points to 3,391.60.
The main market has broken through all resistance points with the last being around 400,000 points and the next big one is at 510,000 points, which would represent a gain of 24 percent and lift the gains for the year to 60 percent.
The Junior Market sits just below a short term resistance that is holding it back from moving higher in the short term. Positive news is required for a number of the companies to move that market forward and that may be coming with new set of quarterly results that should start coming in a few days.
All Jamaica pushes pass 405,000
The main market of the Jamaica Stock Exchange continued to push higher in trading on Tuesday with the All Jamaica Composite Index hitting a high of 405,667.18 having risen by 2,566.89 points at 5 minutes past 10 am.
The market has since pulled back. The All Jamaica Composite Indextrades just over the 405,000 mark at 405,149.64 and the JSE Index at 369,137.17 and is up 1,867.19 after it hit a high for the day at 369,608.70 after rising 2,338.72 at 10.06 am. At the same time the Junior Market is just holding on to positive with a gain of 1.48 at 3,398.48.
Subsequent to the earlier trading, the main market has pulled back with the indices now in decline with AJI down 520.91 points to 402,579.38 and the JSE Index off 474.61 at 366,795.37.