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Guardian Holdings Ltd. (GHL)- Sale of Shares

An anomaly was created in the GHL Gp. by the application of International Accounting Standards #28 and #39 in relation to its 21% shareholding in RBTT. GHL has been obliged to treat this strategic investment as an associated company and therefore has reported its value at cost adjusted by the proportionate share of after tax undistributed profits. The effect has been to understate materially the group’s operating results and the carrying value of this strategic investment. As a result of this, the Board has decided that it is in the best interest of GHL that the shareholding in RBTT be reduced. Thus, GHL has decided to sell 24 million ordinary stock units comprising 7% of the issued capital of RBTT and thereby reduce the Group’s interest to approximately 14%.

Under the terms of the Strategic Alliance Agreement between the GHL and RBTT Groups these shares will be offered to RBTT. This sale is expected to realized approximately TT$515 Million which will be satisfied in cash.