In a major shift within Jamaica’s financial sector, shareholders of Barita Investments Limited (BIL) and Cornerstone United Holdings Jamaica Limited (CUHJ) have approved a groundbreaking scheme of arrangement that will transfer control of Barita Investments and Cornerstone Trust & Merchant Bank Limited (CTMB) to Barita Financial Group Limited (BFGL). The approval, which came during a series of shareholder meetings at S Hotel Kingston, marks a pivotal moment in the reshaping of the country’s financial landscape.
With 81.87% of Barita Investments’ shares and an overwhelming 95% of CUHJ’s shares in favor, the move to unite the companies under BFGL’s ownership was nearly unanimous. The restructuring is part of a strategic effort to create a more unified financial group, with Barita Financial Group poised to dominate the market. Currently, BFGL is a subsidiary of Cornerstone Financial Holdings Limited (CFHL), which holds a controlling interest in Barita Investments (75.68%).
The restructuring plan will see BFGL directly acquire CTMB, Jamaica’s sole merchant bank, and increase its stake in Barita Investments. Additionally, the assets and liabilities of CUHJ will be transferred to CFHL, leading to the eventual dissolution of CUHJ. The move is aimed at consolidating the financial group’s position and streamlining its operations.
Under the proposed changes, BFGL will also be required to integrate two off-balance sheet vehicles, Barita Finance Limited and MJR Real Estate Holdings Limited, into its financial reporting structure. According to company presentations, the restructuring is expected to improve operational efficiency, bolster customer experience, and reinforce governance within the group.
The merger is subject to approval from the Jamaican Supreme Court, with a hearing scheduled for March 18. If sanctioned, the restructuring will take effect by March 31, setting the stage for a stronger and more competitive entity in the Jamaican financial market.
Despite the overwhelmingly positive vote, not all shareholders were entirely convinced. Some raised concerns over the process, with Bruce Levy, acting for Sagicor Select Funds Limited, asking whether a separate shareholder meeting in Barbados—where CFHL is based—would be required. Mark Myers, chairman of both CUHJ and Barita, acknowledged the meeting could be scheduled but emphasized that it was not mandatory for the deal to proceed.
Additionally, discussions centered on the future direction of Barita Investments, particularly regarding its potential delisting and the listing of Barita Financial Group. Legal experts, including Malindo Wallace, clarified that any such changes would not be part of the current scheme, but could be considered in a future proposal.
In his address to Barita shareholders, Ramon Small Ferguson, CEO of Barita, highlighted CTMB’s aspirations to transition into a digital bank. As Jamaica’s only merchant bank, CTMB is keen on leveraging technology to expand its services and better serve its clients. Additionally, Dane Broadber, the incoming CEO of Barita Financial Group, spoke about the group’s long-term goal of obtaining a commercial banking license.
While CTMB has faced challenges, such as increased staff costs and declining net profit, the move towards digital banking is expected to secure its position as a key player in Jamaica’s evolving financial landscape.
Cornerstone Financial Holdings is also in negotiations to acquire a majority stake in Clarien Group Limited, signaling further expansion for the group. With the restructuring well underway, the Cornerstone Group aims to strengthen its presence in Jamaica’s financial sector while contributing to the country’s broader economic development goals.
