RJR-Gleaner transaction closes ... Gleaner's media subsidiary joins RJR group of companies

The merger of the media assets of The Gleaner Company Limited with Radio Jamaica Limited (RJR) was concluded on Thursday, March 24, with Gleaner shareholders receiving their allotment of Radio Jamaica Limited shares, ending several months of activities to bring the deal, announced in August of 2015, into effect.

The merger, which was approved by shareholders of both companies last December, supported by various local regulatory authorities, and sanctioned by the Supreme Court in February, has created the largest media entity in Jamaica and among the largest in the English-speaking Caribbean, offering services across various platforms, including television, radio, cable, print and online.

The first meeting of the merged 14-member board of the expanded Radio Jamaica Limited took place last Thursday. Chairman J.A. Lester Spaulding said he was very happy to be past the administrative hurdles of the coming together and looked forward to guiding the company, with the new board, through a quick integration process, which will ultimately create shareholder value.

Other directors on the reconstituted board are Oliver Clarke (deputy chairman), Lisa Johnston, Glen Francis, Carl Domville, Minna Israel, Dr. Carol Archer, Andrew Leo-Rhynie, Douglas Orane, Joseph M. Matalon, Lawrence Nicholson, Elizabeth Jones, Gary Allen and Christopher Barnes.

Gary Allen, RJR's managing director, who will lead the combined entity as chief executive officer, said: "The team is ready to get to work on delivering and exceeding the commitments we have made to our shareholders. We are excited about the type of diversity in services and plurality of views that we will be able to offer to expanded audiences from the expanded group."

Allen, in explaining the reasons for the merger of the two largest media entities locally, said: "The low or no growth economic conditions in Jamaica have for decades persisted, which with higher operating costs have affected all businesses. To be able to maintain journalistic independence and credibility, media houses must remain viable. This transaction strengthens RJR's and The Gleaner's independence and strengthens our viability. More importantly, it amalgamates strong print, online, radio, television and local content on multiple platforms that can be exported, starting with a target in diaspora markets, but going beyond it and accelerating our hard currency earning capabilities for shareholders and the country."

The Gleaner Company last year grouped its media assets under a new subsidiary company, The Gleaner Company (Media) Limited, which is now transferred into the RJR Group. All publications and broadcast operations under the Gleaner brand are expected to continue; cited as a main plank of value offering of the deal. The deal also includes $665 million in cash and cash equivalents in GCML, which will go a far way to financing Radio Jamaica's capital plans, including the prospect of digital free-to-air television services in Jamaica.

The remaining publicly traded Gleaner Company Limited, having received approval from the Companies Office to change its name to '1834 Investments Limited', will continue operations with its non-media assets, consisting mainly of financial investments and a real-estate portfolio. A managing director for 1834 is to be named to replace Christopher Barnes, who joins the management team of Radio Jamaica Limited as chief operating officer.

Radio Jamaica's shares in issue were increased to 2.4 billion through splits and bonus issues in support of the transaction which saw shareholders of the Gleaner receiving 1.2 billion shares in exchange for RJR receiving 100 per cent shares of the Gleaner's media subsidiary. Trading for Radio Jamaica was halted between March 22 and 24 to effect the exchange and has since resumed trading. Both companies have in public releases encouraged shareholders to contact the respective company secretaries and or the Jamaica Central Securities Depository to confirm their shareholdings resulting from the transaction. Thirty-four thousand shares of RJR traded at $1.46 per share on March 31.

A new name for the expanded media group is to be made public at a later date.