Operations Report

OVERVIEW
Fiscal 2002 has been a year in which FINSAC continued its thrust to rapidly wind down its activities in the financial sector, by successfully divesting itself of its major holdings in Jamaica’s banking and insurance sectors. FINSAC’s divestment efforts were also directed towards its real estate and other physical assets. As a result, FINSAC no longer holds a majority stake in any financial institution, and the resolution of Jamaica’s financial sector crisis is now largely accomplished. FINSAC is thus well on target to comply with its five to seven year timetable originally set in 1997.

DIVESTMENT ACTIVITIES
Interests in Financial Institutions

FINSAC started off the year with its focus on accomplishing the sale of its majority stake in National Commercial Bank Jamaica Limited, the largest bank in the country, and the stake held by the Government of Jamaica in Life of Jamaica Limited (LOJ), the largest life insurer in the country. Both sales were accomplished successfully during fiscal 2002.

(a) Insurance
The process of divesting the Government of Jamaica’s stake in LOJ started during the previous financial year, and was successfully concluded this year, after a competitive bidding process.

Below is a summary of the bids received on April 2, 2001:

 

Bidders

               Offer Price

     
1 Barbados Mutual Life Assurance Society / Life of Barbados Limited / Colina Insurance Company Limited (Bahamas) consortium

J$2,047.5M

     
2 Colonial Life Insurance Company (Trinidad) Limited (CLICO) / CL Financial Limited

J$2,216.0M

     
3 First Life Insurance Company Limited

J$1,229.0M

FINSAC’s technical team reviewed the three bids received and evaluated them against the following criteria, which were designed to measure the suitability of each bidder as the successful purchaser of the majority ownership in Life of Jamaica Limited. A summary of the criteria used was distributed to the bidders prior to receipt of the bids. Non-compliance with any of the requirements below resulted in an automatic disqualification of the bid.

a) The operating plan, business plan, annual reports, and other requested information were to be submitted.

b) The data should be reliable, accurate and up to date.

c) The potential owner should not be in receipt of or associated with an entity in receipt of FINSAC’s assistance.

d) The bidder’s directors or owners should not be a director with a controlling interest in a company in which FINSAC has intervened at the time of such intervention.

e) The directors/owners should not be under indictment in proceedings of bankruptcy, or fraud, or customs/tax/securities violations.

f ) There should be no reason to doubt that the affairs of the bidding entity are exercised with good corporate governance, due diligence and in accordance with properly formulated plans and strategies.

g) The company's Minimum Continuing Capital and Surplus Requirements (MCCSR) (before acquisition) should exceed 100%.

h) There should be no reason to doubt that the company will comply with all Jamaican regulations.

Once a bidder had passed all the automatic disqualifiers, then the following criteria were assessed:

a) the financial capacity of the potential owner(s) of the shares as evidenced by a review of the financial statements of the acquirer(s);

b) the managerial capability specific to the life insurance or health insurance industry as evidenced by historical performance and the operating and business plans submitted by the bidder(s).

The bid price was then ranked against the other qualified bidders.

Based on these criteria, FINSAC’s review team disqualified the bid from Colonial Life Insurance Company/CL Financial Limited, primarily because it failed to meet the targeted level of capital surplus measured before the acquisition, which was stated as one of the automatic disqualifiers, of which all bidders were aware.

The two remaining eligible bids for comparison were, therefore, the bids from First Life Insurance Company, and the consortium consisting of Barbados Mutual Life Assurance Society (BMLAS), Life of Barbados Limited (LOB) and Colina Insurance Company Limited (Bahamas) (Colina).

Based on the following key factors, the FINSAC team recommended the acceptance of the BMLAS/LOB/Colina consortium’s bid. This was within the range of offers expected by FINSAC, based on an actuarial valuation carried out by consulting actuary Desmond Sutherland and a 2001 review of the franchise value of LOJ carried out by PricewaterhouseCoopers of Canada:

- the strong financial capacity of the partnership and particularly the lead bidder, BMLAS (rated “A” by A.M. Best);

- BMLAS’s experience in the Jamaican insurance sector through its recent and successful acquisition of Island Life Insurance Company Limited (Island Life);

- its plan to fund LOJ to a 150% level of MCCSR immediately; and

- its strong management team.

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