Sagicor to combine Sagicor Jamaica, Sagicor Life units

Executive Summary

• Sagicor Financial Company Ltd. has entered into a definitive agreement to merge its two Caribbean subsidiaries, Sagicor Group Jamaica Ltd. (SGJ) and Sagicor Life Inc. (SLI), into a new holding company named Sagicor Group Caribbean Ltd. (SGC).
• The combined entity, SGC, will be listed on the Jamaica Stock Exchange, replacing SGJ as the publicly listed entity, while Sagicor Financial will retain an estimated 55% ownership stake in SGC.
• The transaction aims to create operational synergies and simplify the reporting structure for investors, with pro forma assets of $6.9 billion and revenues of $1.3 billion based on the 12-month period ending September 30, 2025.

Key Details

• Transaction Structure: Definitive agreement to combine SGJ and SLI into Sagicor Group Caribbean Ltd. (SGC).
• Financial Scale (Pro Forma):
  • Total Assets: $6.9 billion (U.S.).
  • Total Revenues: $1.3 billion (U.S.) for the last 12-month period ending Sept. 30, 2025.
• Ownership Changes:
  • SGC will replace SGJ as the entity publicly listed on the Jamaica Stock Exchange.
  • Sagicor Financial will hold approximately 55% ownership of SGC on closing (derived from its 49% ownership of SGJ and 100% ownership of SLI, adjusted via additional share consideration).
  • Certain intercompany balances will be extinguished, and subsidiary ownership structures will be adjusted.
• Strategic Rationale:
  • Achieve greater certainty over operational synergies across Caribbean businesses.
  • Provide a simplified view for investors by merging Caribbean-based businesses under a single public listing.
  • Management has identified potential revenue and cost synergies expected to provide meaningful financial upside.
  • Expected to be approximately core earnings neutral to Sagicor Financial before synergies.
• Timeline and Conditions:
  • Expected closing: 2026.
  • Conditions precedent: Receipt of regulatory approvals, SGJ shareholder approval, SGJ raising certain financing, and satisfaction of customary closing conditions.
  • Consideration is subject to certain adjustments.

Notable Quotes

• "The rationale for this merger is clear and compelling. By bringing together our Caribbean operations, we can harness the power of synergy, leverage the depth of talent across our markets and build a stronger, more resilient Sagicor: one capable of delivering enhanced value for our people, our clients, our stakeholders and the communities we serve." — Andre Mousseau, President and CEO, Sagicor Financial.
• "Further, our investors will benefit from a simplified reporting structure. Investors seeking full exposure to our prospects for synergy and growth in the Caribbean will be able to invest directly in Sagicor Group Caribbean, which will own substantially all of our Caribbean operations captured in a single, publicly listed entity." — Andre Mousseau, President and CEO, Sagicor Financial.