Update on BCB demerger
In keeping with our update on transactions related to the Government of Trinidad and Tobago zero coupon bonds issued to CLICO policyholders, we are pleased to provide the following synopsis and we once again remind investors that the official deadline for acceptance of the offer remains June 30, 2012. No official extension has been granted.
This week Bourse would like to take the opportunity to provide an update to investors that were part of the BCB demerger transition in October 2011.
Investors may recall that Belizean financial services company BCB Holdings Limited (the Company), in October 26, 2011 effected a reorganisation of the Company by means of a Demerger of its Non-Belizean Businesses from its Belizean Business. The Non-Belizean component was transferred to Waterloo Investment Holdings Limited (WIHL).
The Company cited that the driving factor behind the decision to demerge stemmed from the diversion in the economic drivers of the then geographical regions of the Company's operations. The Demerger encompassed two separate entities with separate strategic, capital and economic characteristics and management teams. BCB shareholders consequently hold shares in two distinct entities with the same composition of ownership. BCB Holdings Limited was previously comprised of Belize Bank, BCB International and British Caribbean Bank and stakes in Associates. The new structure resulted in the Retained BCB Holdings Company encompassing the Belize Bank and BCB International while WIHL retained the British Caribbean Bank Group and all the stakes in the Company's Associates. See Exhibit 1.
Prior to the demerger, at the end of FY 2011 on March 31, 2011, the Net Assets of BCB Holdings was US$421.3M, and the apportionment between the demerged BCB Holdings was US$295.2M to WIHL Group and US$126.1M to the Retained BCB Holdings Post Demerger. Exhibit 2.
The demerger effectively provided each BCB Holdings shareholder, one share of WIHL (which was not to be listed but rather traded via London Matched Markets Exchange formerly JP Jenkins) for every one share of BCB held. Each Company has issued share capital of 100M shares or book values per share of US$2.95 and US$1.26 for WIHL and Retained BCB Holdings respectively at that point in time.
Financial Performance Update:
Retained BCB Holdings
For the retained BCB Holdings the Company reported a net loss of US$13.6M (US$2.4M from continuing operations) for the three months ended December 31, 2011, the third quarter of fiscal 2012 (the first 2 quarters of fiscal 2012 includes the pre-demerger BCB performance and was not provided as it would include the discontinued operations or WIHL component), and a net loss per ordinary share of US$0.14 (US$0.02 from continuing operations) for the quarter. The Net Asset Value stood at US$1.12 per share (£0.70) on for the retained BCB Holdings on December 31, 2011 down from the US$1.26 effectively as at March 31, 2011.
Since the demerger, financial data for WIHL have not been made available.
Retained BCB Holdings
BCB Holdings Limited was first traded on the Trinidad and Tobago Stock Exchange on October 28, 2009. The Company's Market Capitalisation currently represents 1.31 per cent of the total Trinidad and Tobago Composite Index's (TTCI) Market Capitalisation. This can be very misleading since lack of trading post demerger resulted in a figure that does not represent the BCB valuation post demerger. It is a very illiquid stock given that 134,549 stocks have traded since listing (only 500 since the demerger was effected), the last trade date being December 29, 2011. Its traded price stands at $11.90. See Exhibit 3a.
The stock however is fairly more liquid on the London Alternative Investment Market (AIM) as can be seen in Exhibit 3b where it trades at a price of £0.19 versus a book value of £0.70.
Based simply on its Net Asset Value of £0.70 BCB Holdings appears to be trading at a significant discount given its market price of £0.19 on the London AIM while the reverse applies in Trinidad and Tobago where its Net Asset Value is slightly above TT$7.00 while its traded price is TT$11.90.
WIHL shares are traded on London Matched Markets Exchange (formerly JP Jenkins) on a matched bargain basis. As at the end of May the last traded price was £0.40 per WIHL share, relative to a Net Asset Value of £1.80 as at March 31, 2011.
As more information is made available on matters related to the performance of WIHL and the avenues for divesture of its shares Bourse will update you the investor.