Scotiabank Announces Plans to Fully Acquire Scotia Group Jamaica Limited

Executive Summary

• Scotiabank has announced a proposal to acquire all outstanding shares of Scotia Group Jamaica Limited (SGJL) that it does not currently own, transitioning SGJL into a wholly-owned, privately held subsidiary.
• The transaction will be executed via a court-approved Scheme of Arrangement under Jamaican law, pending minority shareholder and court approval.
• The deal carries a total cash consideration of approximately C$0.5 billion for minority shareholders and is expected to close in Q4 2026, supporting Scotiabank's strategy to optimize capital and operational efficiency.

Key Details

• Transaction Structure: Court-approved Scheme of Arrangement under the Companies Act, 2004 in Jamaica.
• Target & Counterparties: Scotiabank (via majority shareholder Scotiabank Caribbean Holding Limited) acquiring the remaining minority shares of Scotia Group Jamaica Limited (SGJL).
• Cash Consideration: Approximately C$0.5 billion offered to minority shareholders.
• Approval Requirements: Unanimous recommendation from SGJL's independent directors, approval by SGJL's minority shareholders, and court approval.
• Timeline: SGJL minority shareholder meeting expected in the coming months; anticipated closing in the fourth calendar quarter of 2026.
• Post-Transaction Status: SGJL shares will be delisted from the Jamaica Stock Exchange upon completion.
• Financial Impact: Estimated CET1 ratio impact at closing is approximately 5 basis points.
• Strategic Rationale: Part of Scotiabank's strategy to optimize capital and operational efficiency across its existing footprint.