4 days ago
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Overseas IT firm Simply Secure Group intends to acquire additional shares in tTech Limited.
The move will trigger Jamaica Stock Exchange (JSE) rules and result in the delisting of the stock.
“Upon delisting of the tTech shares, they will cease to be tradable on the floor of the Jamaica Stock Exchange (JSE),” according to the offer circular.
This was a key point in the circular which outlined plans to mop up the nearly 31 per cent of shares outstanding following the tiered acquisition of shares since July 2024.
The Junior Market rules of the JSE provide that for a company to be eligible for listing, it must have at least 100 participating voting shareholders holding at least 20 per cent of the company’s shares.
The tTech board of directors is reviewing the Simply Secure offer to acquire the balance of the issued shares in the company, amounting to roughly 32.8 million. Simply Secure has already acquired 73.2 million, or 69.1 per cent of tTech’s 106 million issued shares. Simply Secure is offering J$2.20 per tTech share. The offer opened on Friday, and closes on Monday, January 6, 2025. GK Capital will act as lead brokers with Hart Muirhead Fatta as attorneys.
Simply Secure said it has arranged financing through First Global Bank Limited . Simply Secure, registered in St Lucia, is owned by Kevin Gordon and Rob Mayo-Smith who are also the owners of a Florida firm of a similar name.
In July 2024, the company first acquired a 49.1 per cent stake in tTech. Two major shareholders, Edward ‘Teddy’ Alexander and Christopher Reckord, sold a total of 52 million tTech shares, representing just under a half of tTech Limited’s issued shares. The next move came when Simply Secure purchased 20.7 million additional shares from Reckord and Norman Chen, bringing its shareholding to 69.1 per cent.
JSE Junior Market rules dictate that having acquired over 50 per cent of the outstanding shares, Simply Secure must make an offer to buy all outstanding shares within 30 days of them acquiring those shares.
tTech is a managed services company established in 2006 as the brainchild of Alexander, in collaboration with other senior IT professionals. The company was listed on the Junior Market of the JSE, after raising $50.2 million via initial public offering in 2015. Simply Secure advised the tTech board on December 12, 2024 of its intention to acquire outstanding shares in tTech.
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