TIDMCIHL
RNS Number : 0414P
Caribbean Investment Holdings Ltd
05 June 2020
Caribbean Investment Holdings Limited
5 June 2020
This announcement contains inside information
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
CARIBBEAN INVESTMENT HOLDINGS LIMITED - MERGER WITH NORMANDY
LIMITED
Road Town, Tortola, British Virgin Islands, 5 June 2020 --
(London - AIM: CIHL; Bermuda - CIHL) (the "Company" or "CIHL").
The Company today announces that agreement has been reached on
the terms of the proposed acquisition of the entire issued share
capital of Normandy Limited (Bermuda - NORL.BH) ("Normandy") by the
Company. The acquisition will be implemented pursuant to the terms
of the Merger. It is anticipated that the Merger will become
effective on or around 9 June 2020 (the "Effective Date").
Completion of the Merger is conditional on the Articles of
Merger being registered with the Registrar of Corporate Affairs in
the British Virgin Islands (the "Registrar"), which will occur once
CIHL and Normandy have received approval from the Bermuda Stock
Exchange ("BSX") for the cancellation of admission to trading on
the BSX of the Normandy shares, and approval from AIM and the BSX
for the admission of the New CIHL Shares to trading on AIM and the
BSX. CIHL Shares will continue to be admitted to trading on AIM and
the BSX following the Merger.
The Company will be dispatching a circular to CIHL Shareholders
today containing further details of the Merger and the New CIHL
Shares.
THE MERGER
The acquisition of Normandy will be implemented pursuant to the
terms of the Merger as set out in the Plan of Merger.
Following completion of the Merger, Normandy Shareholders will
collectively hold up to 35,774,443 New CIHL Shares equivalent to
approximately 36.1 per cent. of the existing issued share capital
of CIHL and approximately 26.6 per cent. of the Enlarged CIHL Share
Capital. The balance of 98,967,443 CIHL Shares, equivalent to
approximately 73.4 per cent. of the Enlarged CIHL Share Capital,
will be held collectively by the Existing CIHL Shareholders.
Lord Ashcroft, KCMG PC holds approximately 82.78 per cent. of
the current issued share capital of Normandy and approximately
78.33 per cent. of the current issued share capital of CIHL and
will hold approximately 79.5 per cent. of the Enlarged CIHL Share
Capital following completion of the Merger.
By way of consideration for the Merger, Normandy Shareholders
will be allotted and issued 2 New CIHL Shares for every 11 Normandy
Shares registered in their name as at 5.00 p.m. (British Virgin
Islands time) on the Record Date.
Based on the average middle market middle market closing price
of CIHL on 4 June 2020, being 38 pence, the Merger values each
Normandy Share at 6.9 pence and the existing issued share capital
of Normandy at approximately GBP13.58 million in aggregate. At June
4, 2020 (being the last Business Day prior to the announcement of
the potential transaction), the value of Normandy's cash deposits
amounted to approximately GBP13.5 million, representing Normandy's
sole asset.
New CIHL Shares will be issued credited as fully paid to
Normandy shareholders and will rank pari passu in all respects with
the CIHL Shares in issue at the time that the New CIHL Shares are
allotted and issued, including the right to receive and retain
dividends and other distributions declared, made or paid after the
Effective Date. Application will be made for the New CIHL Shares to
be admitted to AIM and the BSX, and admission is expected to take
place on 10 June 2020. A further announcement will be made
confirming the exact number of CIHL Shares in issue following
completion of the Merger.
Normandy Shareholders have the right to dissent to the Merger.
The dissenting Normandy Shareholders may within one month of
receipt of the written resolutions for signing apply to the Bermuda
Court to appraise the fair value of their shares. However, the only
remedy for the dissenting shareholders is to be paid the fair value
for their Normandy Shares.
TERMS OF THE MERGER
The Merger will be effected under the BVI Companies Act 2004 (as
amended) and the Bermuda Companies Act 1981 (as amended) (the
"Bermuda Act") and it is anticipated that the Merger will become
effective on the Effective Date.
The Merger is conditional on the Normandy Delisting becoming
effective prior to the Effective Date. If the Normandy Delisting
does not become effective before the Effective Date, the Articles
of Merger will not be filed and registered with the Registrar and
Bermuda Registrar of Companies on the anticipated Effective
Date.
The Plan of Merger was approved by written resolution of the
majority shareholder of Normandy on 4 June 2020. The Merger was
also approved by written resolution of the majority shareholder of
CIHL on 4 June 2020.
Subject to completion of the Merger, it is expected that on or
about 10 June 2020, the New CIHL Shares will be admitted to trading
on AIM and that dealings in the New CIHL Shares will commence on
that date.
INFORMATION ON NORMANDY
Normandy is an exempted company limited by shares incorporated
in Bermuda under the Bermuda Act with registration number 50626.
Normandy is a strategic investment company admitted to trading on
the BSX. For the twelve months ended 31 March 2019 Normandy
reported net profit of GBP700 and earnings per share of GBPnil. At
31 March 2019, Normandy's sole asset comprised interest bearing
cash deposits with banks amounting to approximately GBP13.5
million. Since that date, Normandy has continued to hold the cash
deposits earning interest at market rates.
At June 4, 2020 (being the last Business Day prior to the
announcement of the potential transaction), the value of Normandy's
cash deposits amounted to approximately GBP13.5 million.
Further information on Normandy, including audited financial
statements for the period from 21 September 2015 (the date of
incorporation of Normandy) to 31 March 2019, can be found on the
BSX website at bsx.com.
REASONS FOR THE MERGER
The board of CIHL believes that in the current uncertain
economic climate, the acquisition of Normandy (and its main asset
of approximately GBP13.5 million in cash) will strengthen the
Company's balance sheet, and will enhance the Company's ability to
execute its strategy of exploring further synergistic acquisition
opportunities in the Caribbean region. The Directors intend to make
this cash available to the Company to fund such expansion
opportunities. The board of CIHL also believes that the current
climate will create opportunities for the Company to explore, and
that having readily available cash resources will mean that the
Company is better positioned to take advantage of situations as
they arise. The Company has been exploring potential acquisition
opportunities, although as at the date of this announcement no
agreement has been reached in relation to any such
opportunities.
FRACTIONAL ENTITLEMENTS TO CIHL SHARES
Normandy Shareholders may be left with a fractional entitlement
to New CIHL Shares under the Merger. All fractional entitlements to
New CIHL Shares will be rounded down to the nearest whole share for
the purposes of calculating each Normandy Shareholder's entitlement
to New CIHL Shares.
NORMANDY DELISTING
As noted above, the Merger is conditional on the Articles of
Merger being registered with the Registrar, which will occur once
CIHL and Normandy have received approval from the Bermuda Stock
Exchange for the cancellation of admission to trading on the BSX of
the Normandy Shares, and approval from AIM and the BSX for the
admission of the New CIHL Shares to trading on AIM and the BSX.
Accordingly, Normandy has notified the BSX of its intention to seek
the proposed cancellation of admission to trading on BSX of the
Normandy Shares. The BSX has already pre-cleared the use of written
resolutions pursuant to Regulation 2.31(2)(ii) of the BSX Listing
Regulations.
Lord Ashcroft, KCMG PC, the majority shareholder in Normandy,
has already voted to approve the Merger and has irrevocably
undertaken to vote in favour of the Merger in respect of his
aggregate holding of 162,880,568 Normandy Shares representing
approximately 82.78 per cent. of the shares eligible to vote.
Consequently, the approval of the Normandy Resolution by the
requisite majority has already been determined.
CIHL Shareholders do not need to take any action in relation to
the Normandy Delisting.
As Lord Ashcroft, KCMG PC, is a substantial shareholder of both
CIHL and Normandy, and Philip Osborne and Peter Gaze are directors
of both CIHL and Normandy (as well as shareholders of Normandy
holding approximately 1 million shares and 1.3 million Normandy
shares, respectively), the Merger is deemed to be a related party
transaction under the AIM Rules. The independent Directors, being
Dr Euric Bobb, Lyndon Guiseppi, Dr Ydahlia Metzgen and Geraldine
Davis-Young, having consulted with the Company's nominated adviser,
Cenkos Securities plc, and consider that the terms of the Merger
are fair and reasonable insofar as the CIHL shareholders are
concerned.
Person releasing this information on behalf of CIHL: Philip
Osborne, Company Secretary
For further information contact:
Caribbean Investment Holdings Limited
UK +44 (0)207 248 6700
Cenkos Securities plc
Nicholas Wells +44 (0)207 397 8920
Note: This and other press releases are available at the
Company's website: http://www.cihltd.co.
Background Information
Caribbean Investment Holdings Limited ("CIHL") is a parent
holding company with no independent business operations or assets
other than its investments in its subsidiaries, intercompany
balances and holdings of cash and cash equivalents. CIHL's
businesses are conducted through its subsidiaries. The Belize Bank
Limited ("BBL") is incorporated and based in Belize and focuses on
the provision of financial services and lending to domestic
clients. Belize Bank International Limited is incorporated and
based in Belize and focuses on the provision of financial services
and lending to international clients. CIHL also owns an
international corporate services business based in Belize, which
operates as Belize Corporate Services Limited. Within Belize, BBL
is one of the largest, full service commercial and retail banking
operation with a head office in Belize City and eleven branches
extended into each of the six districts of Belize. The principal
operations of BBL are commercial lending, consumer lending, deposit
taking and related banking activities.
Definitions
AIM AIM, the market of that name operated by London Stock Exchange plc;
AIM Rules the AIM rules for companies as published by the London Stock Exchange from time to
time;
Business Day a day (other than a public holiday, Saturday or Sunday) on which AIM and the BSX are
open
for normal business;
BVI Companies Act BVI Business Companies Act 2004 (as amended)
CIHL Caribbean Investment Holdings Limited , a business company incorporated in the British
Virgin
Islands under the BVI Companies Act ) with registered number 2035271;
CIHL Shares ordinary shares of no par value each in CIHL;
CIHL Shareholders holders of CIHL Shares;
Enlarged CIHL Share Capital the entire issued ordinary share capital of CIHL following completion of the Merger;
Financial Services Division the financial services businesses of CIHL operated principally through The Belize Bank
Limited
and Belize Bank International Limited, both located in Belize;
Merger the merger of CIHL and Normandy in accordance with Part IX of the BVI Companies Act (as
amended)
and Part VII of the Bermuda Companies Act 1981 (as amended);
New CIHL Shares up to 35,774,443 new CIHL Shares to be allotted and issued to Normandy Shareholders
pursuant
to the terms of the Merger;
Normandy Delisting the cancellation of admission to trading on the BSX of the Normandy Shares;
Normandy Shareholders holders of Normandy Shares on the Record Date;
Normandy Shares ordinary shares of GBP0.01 each in the capital of Normandy;
Plan of Merger Plan of Merger containing the terms and conditions of the Merger
Record Date 9 June 2020.
Ends
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END
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