Gleaner Company Limited shareholders passed three special resolutions to change the Articles of Incorporation of The Gleaner Company Limited as part of the process to amalgamate its media businesses with Radio Jamaica Limited at the company’s second Extraordinary General Meeting (EGM) on January 7, 2016.

The following special resolutions were passed in contemplation of the approval of the scheme of arrangement for amalgamation:

  1.    Changing the words ‘newspaper publication’ to the word ‘investment’
      in Article 3 of the Company’s Articles of Incorporation.

  2.    Changing the word ‘None’ in Article 7 of the Company’s Articles of
      Incorporation to the words ‘The Company is restricted from carrying
      on any media business in competition with Radio Jamaica Limited or
      The Gleaner Company (Media) Limited for a period of twenty-four (24)
      months from the date on which the scheme of arrangement for
      amalgamation takes effect.’

  3.    Committing that the name of the Company will change to one which
      bears no relation to the names of The Gleaner Company Limited, The
      Gleaner Company (Media) Limited or Radio Jamaica Limited, and will be
      approved by the Directors and the Registrar of Companies and executed
      after the scheme of arrangement for amalgamation takes effect.

The votes significantly surpassed the 75% majority necessary for passing a special resolution as provided for in the company’s articles of incorporation and The Companies Act.

The remaining steps toward the amalgamation include making a report to the Supreme Court on the successful approval of the scheme and applying for its sanction of the scheme, which application has been set for hearing in late January. Subject to obtaining the Court’s sanction, the company anticipates
that the transaction will close within the first quarter of this year.

At The Gleaner’s EGM on Wednesday, December 30, 2015 shareholders present voted overwhelmingly in favour of the approval of the scheme of arrangement for amalgamation of the media businesses of The Gleaner Company Limited with Radio Jamaica Limited. A corresponding shareholders’ meeting of Radio Jamaica Limited was met with similar support.

“We are encouraged by the outcomes of these meetings and the support that we are receiving from our shareholders and other stakeholders during this process,” the Managing Director, Christopher Barnes, stated immediately following the meeting.  “We look forward to completing the process of
bringing the two businesses together.”

Upon successful completion of the transaction, shareholders of The Gleaner Company Limited will, in addition to retaining their existing Gleaner shares, receive one Radio Jamaica Limited share for each Gleaner share held. The Gleaner Company Limited is proposed to be renamed 1834 Investments Limited as a part of the agreement.

The Gleaner’s current publications will be published, under the same titles, by The Gleaner Company (Media) Limited, which will become a subsidiary of Radio Jamaica Limited.

You may find more information on this transaction by visiting www.jamaica-gleaner.com/rjrgleanermerger or jamstockex.com.