First Look

Statement by J.A. Lester Spaulding, Chairman, RJR

The Gleaner Company | 2015-08-05 00:00:00

Ladies and Gentlemen of the Media, good afternoon:

Earlier today the Boards of Directors of Radio Jamaica Limited and the Gleaner Company Limited signed an agreement for RJR and the Gleaner to combine their total media businesses into the country’s largest and most diverse media and communications organisation.

This decision has created what is arguably the most exciting development in Jamaican media in a century.

Under the agreement, Radio Jamaica Ltd will acquire through purchase a newly formed subsidiary of the Gleaner Company Ltd called Gleaner Company Media Ltd, into which it is proposed the Gleaner Company will transfer its media operations on all of the same terms and conditions which exist today.  The Gleaner Company (Media) Limited, a wholly owned subsidiary, will hold the following businesses :  The Jamaica Gleaner, the UK Gleaner, the Gleaner USA, the Gleaner Canada, the Star Newspaper, the Online Gleaner, the Independent Radio Company  with Power 106 and Music 99, along with  a few smaller publications and there relevant archives.

The agreement is subject to our shareholders’ approval and it is also subject to the approval of the Jamaica Stock Exchange, a Supreme Court approval of a scheme of amalgamation and arrangement, and other Statutory approvals.

At the completion of the transaction, Radio Jamaica Ltd will increase its issued shares on a one for one basis to be allotted directly, to the shareholders in the Gleaner company, in exchange for an equivalent value of media assets and cash based on valuations of each businesses carried out by Sierra and Associates, with the necessary endorsements of the Auditors of the respective Companies.

The result will be a doubling of both our media businesses – while effectively having half of Radio Jamaica Ltd continuing to be owned by the present shareholders of Radio Jamaica Ltd and the other half owned directly by Gleaner shareholders. 

A specific term of the share swap for assets and cash is that Radio Jamaica Ltd Articles of Incorporation will govern the ownership, in keeping with its Licence to operate. No single shareholder or connected party will own more than 10% of the joint company’s shares.

The real estate and investment portfolios of the Gleaner will not be acquired by RJR,  but the necessary arrangements have been made with the owners of the real estate to accommodate the on-going business of a newspaper press, other publications and media activities.

Therefore current shareholders of the Gleaner Company, in addition to the RJR shares they will receive, under this transaction will continue to hold their shares in the non-media business which will continue to be operated by the residual Company under a new name not related to any media business.

After approval, there will also be a re-branding of the RJR Communication Group. 

The value of this transaction is just over J$1.564B and the new entity is expected to have a turnover of approximately $5B per year.

The Radio Jamaica Ltd Board will be expanded to 14 members, with seven initially nominated by the Gleaner Company Ltd and seven of its current directors continuing to represent the Group Board.  The Chairman of the Board remains J. A. Lester Spaulding with the expectation that the new Deputy Chairman will be the current chairman of the Gleaner Company Ltd, the Hon. Oliver Clarke.

The management team will be headed by Gary Allen as CEO and Christopher Barnes as COO.  Both gentlemen will be appointed to the Board. A reorganisation of the subsidiaries boards will also occur.

For persons who have been observing the global and local changes in media and communications, this transaction should not be surprising.  Our companies have long been bold and determined to grow, expand, and continuously improve value for shareholders while observing the highest Journalistic and  Corporate Governance standards. We thereby are bringing the best media content to the public and maximising the returns to our advertisers.

Most Importantly, this amalgamation will maintain and strengthen the ownership of Media in local Jamaican hands, unlike what has been seen in other occurrences of media expansion.

This will enhance our ability to expand into the ever-growing modern technological changes and platforms, which is now a pre-requisite of Global and local media.

We have been progressive employers committed to enabling our staff to continuously grow and learn while delivering credible information in support of our democratic traditions.

The boards of our companies are excited about this transaction and look forward to your support and general public support in yet another transformation in the long histories of our respective Companies.

I want to thank my Board, Finance Committee, and Management for getting us to this point.  I want to commend our staff that has made us strong enough to participate in transactions like these.  We look forward to their continued outstanding execution of journalistic, media, engineering, IT and other supporting skills.

Posted By :Andreiyev Richards

Company Name : The Gleaner Company

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