Kingston, Jamaica – Jamaican-born billionaire and philanthropist Michael Lee-Chin may be on the verge of losing control of NCB Financial Group (NCBFG), the largest financial institution in the northern Caribbean. The revelation follows disclosures in a new preliminary offering memorandum released as the company prepares to raise US$300 million on the international capital markets this week.
Lee-Chin, who acquired a majority stake in NCBFG in 2002, has pledged 50.5 percent of the company’s shares as collateral for debts raised through his affiliated investment firms. If bond negotiations falter and defaults persist, creditors could move to enforce the pledges—potentially stripping Lee-Chin of control over the company he has led for more than two decades.
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Several of Lee-Chin’s affiliated companies remain in active discussions with bondholders. Specialty Coffee Investments Company Ltd., one of his entities, has been engaged in talks over a J$1.9 billion (US$11.84 million) bond. While discussions have been ongoing since 2023 and intensified between March and June 2025, bondholders have rejected certain extension requests.
AIC (Barbados) Ltd., another Lee-Chin affiliate, convened bondholders on April 23 to address 12 instruments totaling US$72.84 million. One of its J$1.5 billion (US$9.35 million) bonds received a one-year extension in December 2024. AIC has also sold over 53.9 million shares on the Jamaica Stock Exchange between June 2023 and March 2025, raising more than J$3 billion (US$20.19 million). Between January and March 2025 alone, it sold 10.3 million shares, generating J$509.63 million (US$3.18 million).
Portland (Barbados) Ltd. has several bonds under review. Discussions were held on a US$80 million bond in March and a US$7.5 million note in May. One US$10.49 million bond failed to secure the required votes for extension. Additional meetings are scheduled for June 10 and 11.
The June 4 offering memorandum warns that several of these bonds are delinquent, with both principal and interest payments overdue. A restructuring plan has been submitted to bondholders, but approval is pending. The document notes:
“Enforcement of the related security interest could result in our controlling shareholder and chairman losing control of the group without the consent of our other shareholders or noteholders.”
If a new party acquires 20 percent or more of NCBFG shares through enforcement, that transaction would require Central Bank approval and could usher in new strategic directions for the company.
A US$23 million bond held by Portland Barbados and registered in Trinidad and Tobago matured in April 2024 but was not repaid on time. Investors were paid in full by September 2024, initially drawing on US$4 million in cash collateral, followed by three payments totaling US$16 million. The bond carried a 10.25 percent interest rate, including a 2.00 percent default premium.
NCBFG is publicly traded on both the Jamaica Stock Exchange and the Trinidad & Tobago Stock Exchange. As of March 31, 2025, it had 47,698 shareholders, including more than 1,600 on its T&T register. However, the T&T listing does not necessarily reflect residency.
A dividend of J$0.50 per share is scheduled to be paid tomorrow, totaling J$1.29 billion (US$8.05 million), with J$597.53 million (US$3.72 million) going to AIC (Barbados).
NCB Global Holdings Ltd., a subsidiary of NCBFG, owns 61.77 percent of Guardian Holdings Ltd. (GHL). According to GHL’s 2024 annual report, Lee-Chin maintains majority control of NCB Global, which holds the GHL stake.
The offering memorandum further disclosed that a services agreement between NCBFG and AIC Global Holdings Inc.—a Lee-Chin-owned entity—is scheduled to conclude in July 2025. The company has provided administrative support to NCBFG under a US$4.8 million annual contract. AIC received more than US$10 million in 2024 and an additional US$6.05 million between October 2024 and March 2025. All due payments have already been settled.
Lee-Chin remains chairman of the board, though his role is currently being renegotiated. The new terms are expected to align with those of other non-executive board members.
NCBFG had previously agreed to sell a 30.20 percent stake in Bermuda-based Clarien Group to Cornerstone Financial Holdings Ltd. However, that agreement expired on May 8, 2025, without extension.
NCBFG initially acquired a 50.10 percent stake in Clarien in 2017. Simultaneously, Lee-Chin’s Portland Private Equity Ltd. purchased a 17.92 percent share for US$10 million. With the expiration of the sale agreement, a previously agreed exit clause was triggered. As a result, NCBFG is now set to reacquire the 17.92 percent stake from a minority shareholder group—valued at approximately US$20 million, according to the memorandum.
