November 19, 2018
Berger Paints Jamaica Limited (BRG) has advised that ANSA Coatings International Ltd. (“ACIL”) hereby wishes to announce that Lewis Berger (Overseas Holdings) Limited (LBOH), a 100% subsidiary of ACIL, intends to transfer all of its 51% shareholding in BRG to ACIL. The transfer of shares will take place on the Jamaica Stock Exchange by way of an approved block transfer. Following the acquisition of the Berger business in the Caribbean in 2017 by way of the purchase of the shares of LBOH in the United Kingdom, ACIL agreed to dissolve LBOH and transfer the Berger shareholdings to ACIL in the Caribbean. LBOH was placed into members’ voluntary liquidation effective April 30, 2018. The BRG shares held by LBOH will be transferred as a distribution in specie to ACIL resulting in no change in the beneficial ownership of the shares or the ultimate control of the voting rights in BRG. The approval of the Financial Services Commission was granted to ACIL for an exemption from the requirements of Regulation 26 (1) of the Securities (Takeover and Mergers) (Amendment) Regulations, 2014. Accordingly, ACIL will not be required to make an offer to the shareholders of BRG.