tTech Limited
Notice of Takeover Offer Received
Kingston, Jamaica – December 13, 2024
The Board of Directors of tTech Limited (“the Company”) wishes to inform its shareholders and the
public that it has received a formal takeover o er from Simply Secure Limited (“the Offeror”) to
acquire 32,770,777 of the issued and outstanding shares in the Company.
Summary of the Offer:
The Offeror has already acquired 73,229,223 tTech Shares amounting to 69.1% of the
Company’s 106,000,000 issued ordinary stock units through a series of acquisitions at a
price not exceeding J$2.20 per share, thereby acquiring control of the Company on
November 16, 2024. The Offeror advised the Board of Directors of the Company on
December 12, 2024 of its intention to make this Offer to all tTech Shareholders to acquire
the remaining 32,770,777 tTech Shares (amounting to 30.9% of the issued ordinary stock
units) in compliance with the Take-Over Rules of the Securities Regulations and the rules of
the Jamaica Stock Exchange.
Offeror’s Identity: Simply Secure Limited is an international business company
incorporated under the laws of St. Lucia. Its registered office is located at Bourbon House,
Castries, St. Lucia. The principals of the Offeror are Kevin Gordon and Rob Mayo-Smith,
who are also the principals of Simply Secure LLC, a managed security services provider
operating from Fort Lauderdale, Florida.
Key Details of the Offer:
Offer Price: J$2.20 per tTech Share
Opening Date of Offer: Friday, December 13, 2024 at 9:00am
Closing Date of Offer: Monday, January 6, 2025 at 4:00pm
Notification of results of Offer: Within seven (7) days of the closing of the Offer
Block Transfer of tendered shares: Estimated to be within three (3) days of the
notification of the results of the Offer.
The Takeover Offer Circular can be downloaded from the Jamaica Stock Exchange
website at the link following this notice.
Next Steps:
The Board of Directors is currently reviewing the Offer and its implications for the Company and its
shareholders. In accordance with the Securities (Takeovers and Mergers) Regulations and the
rules of the Jamaica Stock Exchange (JSE), the Board will issue a detailed circular to shareholders
within the prescribed timeframe. This circular will include:
1. The Board’s assessment and recommendations on the offer.
2. An independent financial advisor’s opinion regarding the fairness of the offer.
3. Any additional information necessary to enable shareholders to make an informed
decision.
We recommend that shareholders review and consider the contents of the circular when making
any decisions regarding their shares in the Company.
Regulatory Disclosures:
This notice is being issued in compliance with the disclosure requirements of the JSE and the
Financial Services Commission (FSC). Updates regarding this matter will be provided as
necessary.
By Order of the Board,
Edward Alexander
Executive Chairman
tTech Limited