Sagicor is advancing a major reorganisation of its Caribbean operations, including a plan to raise US$120 million to fulfil capital requirements, fund future growth and support digital transformation initiatives.
If all of the necessary transactions are approved, Sagicor businesses in Barbados, Jamaica, the Cayman Islands, Panama, Costa Rica, Trinidad and Tobago, The Bahamas, Aruba, St Lucia and elsewhere in the Eastern Caribbean will transition to the ownership and control of Sagicor Group Caribbean Limited (Sagicor Caribbean), a new holding company which was incorporated in Barbados on June 4.
Last December, Barbados-registered Sagicor Life Inc. (SLI) confirmed that its parent Sagicor Financial Co. Ltd (SFC) had entered into an agreement with Sagicor Group Jamaica Ltd (SGJ) to merge SLI with SGJ under a single Caribbean holding structure.
It explained that as part of the merger process, new shares would be issued to SFC as consideration for shares in SLI. The combined business would have more than US$6.9 billion in total assets and US$1.3 billion plus in total revenues as at September 30, 2025.
In an update last week, SGJ announced a two-stage reorganisation, starting with a courtapproved Scheme of Arrangement under which Sagicor Caribbean would become the new publicly-listed entity, replacing SGJ on the Jamaica Stock Exchange.
SGJ shareholders will receive one Sagicor Caribbean share for each SGI they own, “leaving their proportional ownership unchanged immediately following the Scheme”.
Officials said Sagicor Caribbean would subsequently acquire, among other things, SLI for about US$250.1 million, bringing both SGI and SLI under a common parent.
Christopher Zacca, chief executive officer of SGJ and Sagicor Caribbean, said: “This is an important milestone in our One Caribbean journey. The proposed reorganisation provides an opportunity to build a larger, stronger and more connected Caribbean financial services group. We encourage all shareholders to review the information provided and participate in the upcoming meetings.”
Platform for growth
Sagicor said the transactions were intended to create a platform for sustainable regional growth, continued investment and digital transformation. It is also expected to support better experiences for clients, broader opportunities for team members and greater collaboration across Sagicor’s Caribbean businesses.
Zacca added: “By bringing together our Caribbean expertise, scale and capabilities, we can strengthen our regional impact and create lasting value for our shareholders and the communities we serve.”
Two shareholder meetings will be held in hybrid format on October 28 – the court-ordered scheme meeting followed by an extraordinary general meeting (EGM).
Sagicor noted the proposed reorganisation “remains subject to shareholder approval, court sanction, applicable regulatory and stock exchange approvals, and the satisfaction of other conditions”.
It has published a 190-page Combined Scheme and EGM Booklet and related notices to give shareholders details on the reorganisation. The booklet, which is dated October 6, 2026, outlines a plan to raise US$120 million.
SGJ, the document states, has entered into a subscription agreement with Pan Jamaica Group Ltd (Pan Jam), where Pan Jam “has agreed to subscribe for 80 218 951 ordinary shares for a total consideration of US$21.25 million”, resulting in Pan Jam owning approximately 25 per cent of Sagicor Caribbean.
The Pan Jam subscription is part of the broader financing plan for the Caribbean reorganisation, as Sagicor Caribbean “intends to pursue further equity and/or debt financing with a view of raising US$98.75 million”.
The booklet also shared that the ultimate parent SFC “has also entered into a ‘backstop’ agreement, subject to its terms and conditions, to support the financing requirements of the Caribbean reorganisation, if required” up to US$60 million.
“The backstop agreement is intended to provide greater certainty that Sagicor Caribbean will be able to raise the capital required in connection with the Caribbean reorganisation,” the document stated.
There was no assurance, however, “that the required financing will be obtained on the anticipated terms, within expected timeframes or in the amounts projected,” it added.
Parent entity
It was explained that while Sagicor Caribbean was incorporated as the parent entity based in Barbados, operationally the group would remain in Jamaica.
A fairness opinion from accounting firm EY concluded that the proposed arrangements were reasonable and fair “from a financial point of view to SGJ’s shareholders”.
Sagicor also stated in the booklet that once the reorganisation was completed, SFC was expected to hold more than 50 per cent of the issued share capital of Sagicor Caribbean.
“Under applicable Jamaican and Barbadian takeover and securities laws, the acquisition of control above the mandatory takeover threshold may trigger an obligation to make a take-over bid to all remaining shareholders,” it said.
“Consistent with recent regulatory precedent, SFC intends to seek approval from the Financial Services Commission of Jamaica and the Financial Services Commission of Barbados to make a partial mandatory bid for a nominal number of shares rather than a full take-over offer.”
Meanwhile, as it pushes to complete the Caribbean reorganisation, Sagicor has appointed former Sagicor Bank (Barbados) Ltd chief executive officer George Thomas as senior vice-president, technology development and delivery at Sagicor Caribbean.
In this role, the Barbadian, who has more than 20 years of executive level experience in technology and business, is leading “the creation and support of digital products and services across all of Sagicor’s lines of business in the Caribbean region”. (SC)