<p xmlns="http://www.w3.org/1999/xhtml"><span xmlns="http://www.w3.org/1999/xhtml" class="legendSpan...

<p xmlns="http://www.w3.org/1999/xhtml"><span xmlns="http://www.w3.org/1999/xhtml" class="legendSpanClass">TORONTO</span>, <span xmlns="http://www.w3.org/1999/xhtml" class="legendSpanClass">June 12, 2026</span> /CNW/ - Scotiabank announced today that it has made a proposal to acquire all of the shares of Scotia Group Jamaica Limited (SGJL) that it does not currently own and transition to a wholly-owned privately held entity.</p>
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                    <img xmlns="http://www.w3.org/1999/xhtml" src="https://mmx.prnewswire.com/media/MS875295/Scotiabank-Scotiabank_Announces_Plans_to_Fully_Acquire_Scotia_Gr.jpg?id=OA2700429" title="Scotiabank" alt="Scotiabank"></img>
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<p xmlns="http://www.w3.org/1999/xhtml">The proposed transaction is part of Scotiabank&#39;s strategy to optimize capital and operational efficiency across its existing footprint.</p><p xmlns="http://www.w3.org/1999/xhtml">In connection with the proposed transaction, SGJL announced that, based on the unanimous recommendation of a committee of independent directors of the board of directors of SGJL, it has entered into a definitive arrangement agreement with its majority shareholder, Scotiabank Caribbean Holding Limited (SCHL), whereby all of the issued and outstanding shares of SGJL that SCHL does not currently own will be repurchased, subject to approval of SGJL&#39;s minority shareholders.</p><p xmlns="http://www.w3.org/1999/xhtml">The proposed transaction will be undertaken by way of a court-approved Scheme of Arrangement under the Companies Act, 2004 in Jamaica. It is expected that SGJL will hold a meeting of the minority shareholders to consider and vote on the proposed transaction in the coming months. If approved at the meeting, the proposed transaction is expected to close in the fourth calendar quarter of 2026, subject to court approval and other customary closing conditions.</p><p xmlns="http://www.w3.org/1999/xhtml">Following completion of the proposed transaction, the SGJL shares are expected to be de-listed from the Jamaica Stock Exchange.</p><p xmlns="http://www.w3.org/1999/xhtml">The total cash consideration being offered to minority shareholders is approximately C$0.5Bn and the CET1 ratio impact at closing is estimated to be approximately 5 basis points.</p><p xmlns="http://www.w3.org/1999/xhtml"><b xmlns="http://www.w3.org/1999/xhtml">About Scotiabank</b></p><p xmlns="http://www.w3.org/1999/xhtml">Scotiabank&#39;s vision is to be our clients&#39; most trusted financial partner and deliver sustainable, profitable growth. Guided by our purpose: &#34;for every future,&#34; we help our clients, their families and their communities achieve success through a broad range of advice, products, and services, including personal and commercial banking, wealth management and private banking, corporate and investment banking, and capital markets. With assets of approximately $1.5 trillion (as at April 30, 2026), Scotiabank is one of the largest banks in North America by assets, and trades on the Toronto Stock Exchange (TSX:<a class="ticker" href="https://www.benzinga.com/quote/BNS">BNS</a>) and New York Stock Exchange (NYSE:<a class="ticker" href="https://www.benzinga.com/quote/BNS">BNS</a>). For more information, please visit <a xmlns="http://www.w3.org/1999/xhtml" href="https://edge.prnewswire.com/c/link/?t=0&amp;l=en&amp;o=4710317-1&amp;h=1496803305&amp;u=https%3A%2F%2Fc212.net%2Fc%2Flink%2F%3Ft%3D0%26l%3Den%26o%3D4135640-1%26h%3D1075293203%26u%3Dhttp%253A%252F%252Fwww.scotiabank.com%252F%26a%3Dhttp%253A%252F%252Fwww.scotiabank.com&amp;a=http%3A%2F%2Fwww.scotiabank.com" target="_blank" rel="nofollow">http://www.scotiabank.com</a> and follow us on X @Scotiabank<b xmlns="http://www.w3.org/1999/xhtml">.</b></p><p xmlns="http://www.w3.org/1999/xhtml"><b xmlns="http://www.w3.org/1999/xhtml">Forward-looking Statements</b> From time to time, our public communications include oral or written forward-looking statements. Statements of this type are included in this document, and may be included in other filings with Canadian securities regulators or the U.S. Securities and Exchange Commission (SEC), or in other communications. In addition, representatives of the Bank may include forward-looking statements orally to analysts, investors, the media and others. All such statements are made pursuant to the &#34;safe harbor&#34; provisions of the U.S. Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. Forward-looking statements may include, but are not limited to, statements made in this document, the Management&#39;s Discussion and Analysis in the Bank&#39;s 2025 Annual Report under the headings &#34;Outlook&#34; and in other statements regarding the Bank&#39;s objectives, strategies to achieve those objectives, the regulatory environment in which the Bank operates, anticipated financial results, and the outlook for the Bank&#39;s businesses and for the Canadian, U.S. and global economies. Such statements are typically identified by words or phrases such as &#34;believe,&#34; &#34;expect,&#34; &#34;aim,&#34; &#34;achieve,&#34; &#34;foresee,&#34; &#34;forecast,&#34; &#34;anticipate,&#34; &#34;intend,&#34; &#34;estimate,&#34; &#34;outlook,&#34; &#34;seek,&#34; &#34;schedule,&#34; &#34;plan,&#34; &#34;goal,&#34; &#34;strive,&#34; &#34;target,&#34; &#34;project,&#34; &#34;commit,&#34; &#34;objective,&#34; and similar expressions of future or conditional verbs, such as &#34;will,&#34; &#34;may,&#34; &#34;should,&#34; &#34;would,&#34; &#34;might,&#34; &#34;can&#34; and &#34;could&#34; and positive and negative variations thereof. By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, which give rise to the possibility that our predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that our assumptions may not be correct and that our financial performance objectives, vision and strategic goals will not be achieved. We caution readers not to place undue reliance on these statements as a number of risk factors, many of which are beyond our control and effects of which can be difficult to predict, could cause our actual results to differ materially from the expectations, targets, estimates or intentions expressed in such forward-looking statements. The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: general economic and market conditions in the countries in which we operate and globally; changes in currency and interest rates; increased funding costs and market volatility due to market illiquidity and competition for funding; the failure of third parties to comply with their obligations to the Bank and its affiliates, including relating to the care and control of information, and other risks arising from the Bank&#39;s use of third parties; changes in monetary, fiscal, or economic policy and tax legislation and interpretation; changes in laws and regulations or in supervisory expectations or requirements, including capital, interest rate and liquidity requirements and guidance, and the effect of such changes on funding costs; geopolitical risk (including policies and other changes related to, or affecting, economic or trade matters, including tariffs, countermeasures, tariff mitigation policies and tax-related risks); changes to our credit ratings; the possible effects on our business and the global economy of war, conflicts or terrorist actions and unforeseen consequences arising from such actions; technological changes, including open banking and the use of data and artificial intelligence in our business, and technology resiliency; operational and infrastructure risks; reputational risks; the accuracy and completeness of information the Bank receives on customers and counterparties; the timely development and introduction of new products and services, and the extent to which products or services previously sold by the Bank require the Bank to incur liabilities or absorb losses not contemplated at their origination; our ability to execute our strategic plans, including the successful completion of acquisitions and dispositions, including obtaining regulatory approvals; critical accounting estimates and the effect of changes to accounting standards, rules and interpretations on these estimates; global capital markets activity; the Bank&#39;s ability to attract, develop and retain key executives; the evolution of various types of <span xmlns="http://www.w3.org/1999/xhtml">fraud</span> or other criminal behaviour to which the Bank is exposed; anti-money laundering; disruptions or attacks (including cyberattacks) on the Bank&#39;s information technology, internet connectivity, network accessibility, or other voice or data communications systems or services, which may result in data breaches, unauthorized access to sensitive information, denial of service and potential incidents of identity theft; increased competition in the geographic and business areas in which we operate, including through internet and mobile banking and non-traditional competitors; exposure related to significant litigation and regulatory matters; environmental, social and governance risks, including climate-related risk, our ability to implement various sustainability-related initiatives (both internally and with our clients and other stakeholders) under expected time frames, and our ability to scale our sustainable-finance products and services; the occurrence of natural and unnatural catastrophic events and claims resulting from such events, including disruptions to public infrastructure, such as transportation, communications, power or water supply; inflationary pressures; global supply-chain disruptions; Canadian housing and household indebtedness; the emergence or continuation of widespread health emergencies or pandemics, including their impact on the local, national or global economies, financial market conditions and the Bank&#39;s business, results of operations, financial condition and prospects; and the Bank&#39;s anticipation of and success in managing the risks implied by the foregoing. A substantial amount of the Bank&#39;s business involves making loans or otherwise committing resources to specific companies, industries or countries. Unforeseen events affecting such borrowers, industries or countries could have a material adverse effect on the Bank&#39;s financial results, businesses, financial condition or liquidity. These and other factors may cause the Bank&#39;s actual performance to differ materially from that contemplated by forward-looking statements. The Bank cautions that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect the Bank&#39;s results, for more information, please see the &#34;Risk Management&#34; section of the Bank&#39;s 2025 Annual Report, as may be updated by quarterly reports. Material economic assumptions underlying the forward-looking statements contained in this document are set out in the 2025 Annual Report under the headings &#34;Outlook&#34;, as updated by quarterly reports. The &#34;Outlook&#34; and &#34;2026 Priorities&#34; sections are based on the Bank&#39;s views and the actual outcome is uncertain. Readers should consider the above-noted factors when reviewing these sections. When relying on forward-looking statements to make decisions with respect to the Bank and its securities, investors and others should carefully consider the preceding factors, other uncertainties and potential events. Any forward-looking statements contained in this document represent the views of management only as of the date hereof and are presented for the purpose of assisting the Bank&#39;s shareholders and analysts in understanding the Bank&#39;s financial position, objectives and priorities, and anticipated financial performance as at and for the periods ended on the dates presented, and may not be appropriate for other purposes. Except as required by law, the Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf. Additional information relating to the Bank, including the Bank&#39;s Annual Information Form, can be located on the SEDAR+ website at <a xmlns="http://www.w3.org/1999/xhtml" href="http://www.sedarplus.ca" rel="nofollow">www.sedarplus.ca</a> and on the EDGAR section of the SEC&#39;s website at <a xmlns="http://www.w3.org/1999/xhtml" href="https://edge.prnewswire.com/c/link/?t=0&amp;l=en&amp;o=4710317-1&amp;h=1057832791&amp;u=https%3A%2F%2Fwww.sec.gov%2F&amp;a=www.sec.gov" target="_blank" rel="nofollow">www.sec.gov</a>.</p>



<p xmlns="http://www.w3.org/1999/xhtml">SOURCE Scotiabank</p><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://rt.newswire.ca/rt.gif?NewsItemId=C3677&amp;Transmission_Id=202606120900CANADANWCANADAPR_C3677&amp;DateId=20260612" style="border:0px; width:1px; height:1px;"></img><p xmlns="http://www.w3.org/1999/xhtml"></p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" title="Cision" width="12" height="12" alt="Cision" src="https://edge.prnewswire.com/c/img/favicon.png?sn=C3677&amp;sd=2026-06-12"></img> View original content to download multimedia: <a xmlns="http://www.w3.org/1999/xhtml" id="CNWURL" rel="nofollow" href="http://www.newswire.ca/en/releases/archive/June2026/12/c3677.html" target="_blank">http://www.newswire.ca/en/releases/archive/June2026/12/c3677.html</a></p>

Scotiabank Announces Plans to Fully Acquire Scotia Group Jamaica Limited

Scotiabank to Fully Acquire Scotia Group Jamaica; CET1 Impact Minimal

<section class="insight" data-version="1">
  <section data-block="information">
    <h3>Information</h3>
    <p>&lt;p xmlns=&quot;http://www.w3.org/1999/xhtml&quot;&gt;&lt;span xmlns=&quot;http://www.w3.org/1999/xhtml&quot; class=&quot;legendSpan...</p>
  </section>

  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>Scotiabank proposed to acquire all remaining SGJL shares via a court-approved Jamaica Scheme of Arrangement, moving SGJL to private ownership. The deal, valued at about C$0.5 billion, would modestly affect CET1 by roughly 5 basis points and is expected to close in Q4 2026, after minority shareholder approvals and regulatory steps. Post-close, SGJL would be delisted from the Jamaica Stock Exchange, signaling a strategic consolidation of Scotiabank&#039;s Caribbean footprint.</p>
  </section>

  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>Scotiabank proposes to acquire remaining SGJL shares, moving SGJL to private.</li><li>Transaction uses a court-approved Scheme of Arrangement in Jamaica.</li><li>SGJL minority shareholders to vote; closing targeted 4Q2026.</li><li>Cash consideration ~C$0.5 billion; CET1 impact ~5 bps.</li><li>SGJL to be delisted from Jamaica Stock Exchange post-close.</li></ul>
  </section>

  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Scotiabank (BNS)</strong>: Leading Canadian bank; driving Caribbean consolidation with small CET1 impact.</li><li><strong>Scotia Group Jamaica Limited (SGJL)</strong>: Jamaican lender being acquired in full; minority shareholders to be bought out.</li><li><strong>Scotiabank Caribbean Holding Limited (SCHL)</strong>: Majority shareholder driving the arrangement and sale of SGJL stake.</li><li><strong>Jamaica Stock Exchange (JSE)</strong>: SGJL to be delisted from JSE upon deal completion; liquidity implications.</li></ul>
  </section>

  <section data-block="category">
    <h3>M&amp;A</h3>
    <p>Category: M&amp;A; reflects corporate development activity and cross-border footprint optimization by a major bank.</p>
  </section>

  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Closing target in 4Q2026 could drive near-term BNS price moves.</li><li>CET1 impact of ~5 bps signals a small capital efficiency benefit.</li><li>SGJL delisting may affect Jamaica exposure liquidity and visibility.</li><li>Strategic Caribbean expansion hints at broader regional growth for BNS.</li></ul>
  </section>

  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Cash consideration: approximately C$0.5 billion.</li><li>CET1 ratio impact at closing: approximately 5 basis points.</li><li>Closing expected: fourth calendar quarter of 2026.</li><li>Transaction type: court-approved Scheme of Arrangement under Jamaica&#039;s Companies Act 2004.</li><li>Post-close outcome: SGJL to be de-listed from the Jamaica Stock Exchange.</li></ul>
  </section>

  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Bullish for BNS modestly; catalysts through 4Q2026 as the deal progresses.</p>
  </section>
</section>


<article>
  <section>
    <h2>Scotiabank Proposes Full Acquisition of Scotia Group Jamaica Limited</h2>
    <p>TORONTO, June 12, 2026 /CNW/ - Scotiabank announced today that it has made a proposal to acquire all of the shares of Scotia Group Jamaica Limited (SGJL) that it does not currently own and transition to a wholly-owned privately held entity.</p>
    <p>The proposed transaction is part of Scotiabank's strategy to optimize capital and operational efficiency across its existing footprint.</p>
  </section>

  <section aria-labelledby="transaction-details">
    <h2 id="transaction-details">Transaction Details and Timeline</h2>
    <p>In connection with the proposed transaction, SGJL announced that, based on the unanimous recommendation of a committee of independent directors of the board of directors of SGJL, it has entered into a definitive arrangement agreement with its majority shareholder, Scotiabank Caribbean Holding Limited (SCHL), whereby all of the issued and outstanding shares of SGJL that SCHL does not currently own will be repurchased, subject to approval of SGJL's minority shareholders.</p>
    <p>The proposed transaction will be undertaken by way of a court-approved Scheme of Arrangement under the Companies Act, 2004 in Jamaica. It is expected that SGJL will hold a meeting of the minority shareholders to consider and vote on the proposed transaction in the coming months. If approved at the meeting, the proposed transaction is expected to close in the fourth calendar quarter of 2026, subject to court approval and other customary closing conditions.</p>
    <p>Following completion of the proposed transaction, the SGJL shares are expected to be de-listed from the Jamaica Stock Exchange.</p>
    <p>The total cash consideration being offered to minority shareholders is approximately <strong>C$0.5Bn</strong> and the CET1 ratio impact at closing is estimated to be approximately <strong>5 basis points</strong>.</p>

    <ul>
      <li><strong>Proposed transaction:</strong> Scotiabank seeks to acquire all SGJL shares not currently owned, moving SGJL to a wholly-owned private entity.</li>
      <li><strong>Structure:</strong> Court-approved Scheme of Arrangement under Jamaica's Companies Act, 2004.</li>
      <li><strong>Closing timeline:</strong> Expected to close in the fourth calendar quarter of 2026, subject to court approval and other customary closing conditions.</li>
      <li><strong>Minority shareholders:</strong> SGJL minority shareholders will vote on the arrangement at a forthcoming meeting.</li>
      <li><strong>Delisting:</strong> SGJL shares expected to be de-listed from the Jamaica Stock Exchange following completion.</li>
      <li><strong>Valuation:</strong> Approximately <strong>C$0.5Bn</strong> in cash to minority shareholders; <strong>5 basis points</strong> CET1 impact at closing.</li>
    </ul>
  </section>

  <section aria-labelledby="about-scotiabank">
    <h2 id="about-scotiabank">About Scotiabank</h2>
    <p><strong>About Scotiabank</strong></p>
    <p>Scotiabank's vision is to be our clients' most trusted financial partner and deliver sustainable, profitable growth. Guided by our purpose: "for every future," we help our clients, their families and their communities achieve success through a broad range of advice, products, and services, including personal and commercial banking, wealth management and private banking, corporate and investment banking, and capital markets. With assets of approximately <strong>$1.5 trillion</strong> (as at <strong>April 30, 2026</strong>), Scotiabank is one of the largest banks in North America by assets, and trades on the Toronto Stock Exchange (TSX: <strong>BNS</strong>) and New York Stock Exchange (NYSE: <strong>BNS</strong>). For more information, please visit <a href="https://www.scotiabank.com" target="_blank" rel="nofollow">http://www.scotiabank.com</a> and follow us on X @Scotiabank.</p>
  </section>

  <section aria-labelledby="forward-looking">
    <h2 id="forward-looking">Forward-looking Statements</h2>
    <p>From time to time, our public communications include oral or written forward-looking statements. Statements of this type are included in this document, and may be included in other filings with Canadian securities regulators or the U.S. Securities and Exchange Commission (SEC), or in other communications. In addition, representatives of the Bank may include forward-looking statements orally to analysts, investors, the media and others. All such statements are made pursuant to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. Forward-looking statements may include, but are not limited to, statements made in this document, the Management's Discussion and Analysis in the Bank's 2025 Annual Report under the headings "Outlook" and in other statements regarding the Bank's objectives, strategies to achieve those objectives, the regulatory environment in which the Bank operates, anticipated financial results, and the outlook for the Bank's businesses and for the Canadian, U.S. and global economies. Such statements are typically identified by words or phrases such as "believe," "expect," "aim," "achieve," "foresee," "forecast," "anticipate," "intend," "estimate," "outlook," "seek," "schedule," "plan," "goal," "strive," "target," "project," "commit," "objective," and similar expressions of future or conditional verbs, such as "will," "may," "should," "would," "might," "can" and "could" and positive and negative variations thereof. By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, which give rise to the possibility that our predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that our assumptions may not be correct and that our financial performance objectives, vision and strategic goals will not be achieved. We caution readers not to place undue reliance on these statements as a number of risk factors, many of which are beyond our control and effects of which can be difficult to predict, could cause our actual results to differ materially from the expectations, targets, estimates or intentions expressed in such forward-looking statements. The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: general economic and market conditions in the countries in which we operate and globally; changes in currency and interest rates; increased funding costs and market volatility due to market illiquidity and competition for funding; the failure of third parties to comply with their obligations to the Bank and its affiliates, including relating to the care and control of information, and other risks arising from the Bank's use of third parties; changes in monetary, fiscal, or economic policy and tax legislation and interpretation; changes in laws and regulations or in supervisory expectations or requirements, including capital, interest rate and liquidity requirements and guidance, and the effect of such changes on funding costs; geopolitical risk (including policies and other changes related to, or affecting, economic or trade matters, including tariffs, countermeasures, tariff mitigation policies and tax-related risks); changes to our credit ratings; the possible effects on our business and the global economy of war, conflicts or terrorist actions and unforeseen consequences arising from such actions; technological changes, including open banking and the use of data and artificial intelligence in our business, and technology resiliency; operational and infrastructure risks; reputat...</p>
  </section>
</article>

Scotiabank proposed to acquire all remaining SGJL shares via a court-approved Jamaica Scheme of Arrangement, moving SGJL to private ownership. The deal, valued at about C$0.5 billion, would modestly affect CET1 by roughly 5 basis points and is expected to close in Q4 2026, after minority shareholder approvals and regulatory steps. Post-close, SGJL would be delisted from the Jamaica Stock Exchange, signaling a strategic consolidation of Scotiabank's Caribbean footprint.

Scotiabank Announces Plans to Fully Acquire Scotia Group Jamaica Limited

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

M&A

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