March 22, 2018
Caribbean Cement Company Limited (“CCCL” or the “Company”) hereby announces that it will rectify its Register of Members to (i) strike out the name of Scancem International (St. Lucia) Limited (“Scancem”) as the registered holder of 42,187,482 ordinary stock units (4.96% of the issued stock units) in the Company, and (ii) insert in its place the name of Cemex Operaciones México, S.A. de C.V. (“COM”). This will be done pursuant to an Order of the Supreme Court of Judicature of Jamaica (the “Court Order”) declaring that COM is the registered holder of the said ordinary stock units formerly held in the name of Scancem.
Neither the Court Order nor the rectification of the Register of Members effects any change in the ultimate beneficial ownership of the stock units of the Company, which continues to reside within the CEMEX Group. Trinidad Cement Limited (“TCL”) will continue to directly and indirectly own 74.1% of CCCL. TCL is a subsidiary within the CEMEX Group of which COM is also a member, and CEMEX, S.A.B. de C.V. is the ultimate parent. Scancem was also a subsidiary within the CEMEX Group.
With effect from August 29, 2002, acting pursuant to the General Company Law of Mexico, Scancem merged into Centro Distribuidor de Cemento, S.A. de C.V. (“CEDICE”) with all of Scancem’s property (including the CCCL stock units held by Scancem) without reservation being absorbed by CEDICE. In 2013, CEDICE changed its name to COM. Scancem was duly struck from the Register of International Business Companies and a Certificate of Merger with Foreign Company issued on June 13, 2018. Consequent on the said merger, Scancem ceased to exist with CEDICE (now named COM) as the sole surviving company.
With Scancem having ceased to exist, the rectification of the Register of Members derived from the Court Order accurately reflects that COM is the registered holder of the 42,187,482 ordinary stock units.