This post was first made available to paid subscribers on Dec. 21, 2024 and is now being released for free with a few minor updates. Of note is that since this story was released, the development said to have been in breach is now deemed “compliant” after an amended application was submitted by Estatebridge to the Kingston and St. Andrew Municipal Corporation (KSAMC), and the breaches found by that building authority were regularized. The room-count breaches found by the IC in July 2024 were never confirmed by the KSAMC. Kingston Mayor Andrew Swaby had said, “This suggests that modifications had been made to the structure before KSAMC’s site visit on October 31, 2024.”
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After the release of an Integrity Commission (IC) report connected him to a housing project found to be in breach of its building permit, Jamaica’s Prime Minister Dr. Andrew Holness clapped back saying “it is a puzzle” to him why he’s a subject of the report.
In a statement released late on December 10, the date of the report’s release, the prime minister stated, “I am not a director of the Company which is the subject of the report, and I am not a shareholder in the company, nor do I own the property in question.”
But the IC didn’t say PM Holness currently owned the property or that he was a director or shareholder of the company that does, being Estatebridge Holdings Limited. It merely stated that PM Holness “is connected” to the development based on the fact that he is the sole director, shareholder and beneficial owner of Imperium Investments Holdings Limited, which “had” shares in Estatebridge at the time that the planning and/or building permit was issued on July 12, 2021. It was also by virtue of the fact that the prime minister’s now defunct St. Lucian offshore company, Admat Incorporated, initially owned the land being developed, which, the IC had stated in a previous report, had been transferred to Estatebridge via gift.
Nevertheless, to seek clarity on the ownership and directorship of Estatebridge, 18º North visited the Companies Office of Jamaica (COJ) after the report came out and ordered a status letter of the company. The ownership and directorship of Estatebridge is important to understand because 18º North, itself, had reported in April 2024 that PM Holness’ Imperium Investments is a shareholder in Estatebridge, a finding that had been confirmed by COJ personnel about two weeks prior to publication but conflicted with what they reportedly told the IC that Imperium was no longer a shareholder as of October 2022.
Related: How "Connected" is PM Holness To The Housing Project Said To Have Been In Breach?
Estatebridge’s Shareholders
The status letter, *dated Dec. 19, 2024, lists Imperium among Estatebridge's shareholders. However, a note on the status letter confirms that Estatebridge on Nov. 8, 2022 also filed a Form 5, which is a notice to the registrar, stating that Imperium had surrendered all its 4,001 ordinary shares back to the company and is no longer a shareholder as of Oct. 20, 2022.
The COJ told 18º North the reason that Imperium is still listed as a shareholder despite having filed the Form 5 is that the official record it goes by to reflect shareholding is the last-registered annual return, which for Estatebridge was for 2022, covering the period July 23, 2021 to July 22, 2022.
The filing for annual return 2023 hasn’t yet been registered. That’s because even though it has been submitted by Estatebridge three times to COJ, it’s also been rejected as many times, most recently on Nov. 20, 2023. The form hasn’t been resubmitted since. The latest rejection was in part because Estatebridge needed to have reflected on the form the reduction in the number of issued shares given that some shares have now been surrendered.
Even though the 2023 annual return hasn’t yet been registered, two attorneys who’ve each formed hundreds of companies over the years, told 18º North that, for all intents and purposes, the internal decisions of the private companies, once lawful, are generally what stands. They both say reporting of private business decisions like changes to shareholding is only made after-the-fact to the COJ as legally required. 18º North has now updated its story to reflect Imperium’s full relinquishment of its shares.
Updated: Prime Minister Holness’ Offshore Company That Held His Beverly Hills Properties in Jamaica is Dissolved. A Deep Dive Into The Possible Tax Implications Then and Now.
Estatebridge's Other Shareholders and Directors
The status letter shows that Estatebridge's other shareholders are Sydjea Anderson and Adam Holness, the sister and son of PM Holness, respectively.
Also a shareholder is Norman Brown, who is the chairman of the government agencies, Housing Agency of Jamaica and Urban Development Corporation, that fall under the Ministry of Economic Growth and Job Creation, **which is presided over by the prime minister.
The status letter shows that Brown, Anderson and the younger Holness are also Estatebridge’s current directors.
The full name of the company is Estatebridge Development Limited.
On Feb. 19, 2021, the name was changed from Estatebridge Holdings Limited, which is the version of the name that was used in the Integrity Commission’s report on Estatebridge perhaps because the permit, as seen by 18º North, was, in fact, issued in the name of Estatebridge Holdings. (Estatebridge has denied the findings of the IC that it was building more rooms than the Kingston and St. Andrew Municipal Corporation had approved.)
Of note is that even though PM Holness, as an individual, was never listed as a director or shareholder on Estatebridge’s documents filed at the COJ, account-opening documents for the company obtained by the IC from NCB Capital Markets (NCBCM), an investment house, showed that he signed as the company's “CEO/Managing Director/Executive Director” and was the sole individual authorized to act on behalf of the company. This was one of the findings reported by the IC from its previous investigation into PM Holness’ statutory declarations.
On Nov. 15, 2022, PM Holness was removed as a signatory for Estatebridge on the basis that Imperium was no longer a shareholder. The IC’s report stated that Norman Brown and Sydjea Anderson are signatories on all accounts held by Estatebridge. (The IC’s report had found that there was also a NCB checking and savings account for Estatebridge.)
The persons that signed Estatebridge’s 2022 annual return were director Brown and Donovan Williams, the secretary for the company.
Williams is the current member of parliament for Kingston Central, representing PM Holness’ Jamaica Labour Party. He’s also the brother of Delroy Williams, a councillor in PM Holness’ constituency, who was the mayor of Kingston up until the local government elections were held in late February of 2024.
As mayor, he would have been the chairman of the KSAMC when that government entity would have issued the building permit in July 2021 to Estatebridge for the development at Weycliffe Close. There is no evidence to suggest, however, that then-Mayor Williams would have influenced or would have been involved in the issuing of that permit or the monitoring of the development of that property.
Why Did PM Holness’ Imperium Investments Surrender All Its Shares in Estatebridge as of Oct. 20, 2022?
PM Holness didn’t answer a question from 18º North sent via email about why his Imperium Investments relinquished all its shares in Estatebridge.
But Ministry Paper No. 19 / 2002 dealing with the conduct of ministers states that:-
Ministers are expected to order their affairs so that no conflict arises or is thought to arise between their private interests (financial or otherwise) and their public duties. They are expected to exercise good judgment on how best to proceed. Where there is a doubt, it will almost always be better to relinquish or dispose of the interest.
With PM Holness also serving as the Minister of Economic and Growth and Job Creation and directly responsible for the housing portion of that portfolio, it is possible that PM Holness decided it was prudent for his Imperium Investments to relinquish its shares. On a previous occasion speaking in parliament in June 2023, PM Holness had reportedly stated that every minister in his Cabinet is governed by the code of conduct in Ministry Paper 19.
As far as the timing of Imperium’s surrendering of its shares being Oct. 20, 2022, PM Holness didn’t answer a question related to that either. However, reporters known to 18º North had been asking questions about the development of the property from earlier that year in 2022.
In July 2022, 18º North had also submitted a request to the KSAMC under the Access to Information Act to see the development's planning documents. About three months later on Oct. 20, 2022, the very day Imperium relinquished its shares in Estatebridge, 18º North was notified by the CEO of the KSAMC, Robert Hill, that “the plans are ready for viewing.”
18º North subsequently viewed the documents at the KSAMC the following day, but was told not to take pictures of the plans because they were proprietary.
Worth repeating is that even though Imperium surrendered its shares in Estatebridge as of Oct. 20, 2022, it didn’t notify the COJ about the relinquishment until Nov. 8, 2022, which means the relinquishment would have been backdated to that specific date.
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Editor's Notes:
*The initial status letter of Estatebridge from the Companies Office was dated Dec. 11, 2024 and didn’t reflect Imperium as a shareholder. However, it was revised by the COJ on Dec. 13 after 18º North queried of a COJ attorney how come Imperium wasn’t listed as a shareholder if the COJ, as explained by the attorney, goes by the last registered annual return, which showed Imperium as a shareholder. It was revised again on Dec. 19 after the COJ noticed that the incorrect company number had been put on the status letter.
**The IC had flagged the simultaneous private and public relationship between Holness and Brown as posing “significant conflict of interest concerns” even though it had found no evidence of impropriety from that potential conflict.
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