Cayman National Corporation Ltd has received formal notice of Republic Financial Holdings Limited’s intention to acquire all remaining shares in the company.
The move, announced through RFHL’s wholly owned subsidiary Republic Bank Trinidad & Tobago (Barbados) Limited (RBTTBL), would give it full ownership of Cayman National.
The formal notice, dated 21 May, outlines a conditional all-cash offer for up to 10,596,483 ordinary shares of Cayman National, equivalent to 25.02% of the company’s issued and outstanding shares.
RFHL currently owns 31,754,248 ordinary shares in Cayman National, a financial services group headquartered in George Town, representing a 74.98% stake.
The proposed offer price is US$7.75 per share, representing a premium of about $0.85 per share compared to the closing price on 14 May, the last trading day before the notice was issued.
Nigel Baptiste, group president and CEO of RFHL, said the offer is in keeping with the firm’s commitment to regional development and investing in the communities it serves.
He added that it is a “natural evolution” in the Trinidad and Tobago-based financial services group’s expansion strategy.
“We have been in the Cayman Islands since 2006, so with this offer, we are further demonstrating our confidence, unequivocal support, and long-term commitment to the economic growth of the Cayman Islands,” he said.
The offer is governed by the Cayman Islands Stock Exchange Code on Takeovers and Mergers and Rules Governing Substantial Acquisitions of Shares and remains subject to several conditions.
These include:
- Receiving valid acceptances from shareholders representing at least 13,035 ordinary shares, bringing RFHL’s ownership to a minimum of 75.01%.
- Appointment of RFHL as proxy to vote those shares in favour of a resolution to delist Cayman National from the Cayman Islands Stock Exchange (CSX), conditional upon successful completion of the offer.
- Approval by Cayman National shareholders holding no less than 75% of shares in favour of the delisting resolution.
In support of the offer, Ernst & Young Services Limited, the external auditor for RBTTBL and RFHL, has confirmed that sufficient financial resources are available within the RFHL Group to meet the full consideration if the offer is accepted in full.
An offer circular, prepared by RBTTBL, and a director’s circular from Cayman National responding to the offer, will be distributed to shareholders in line with CSX regulations.
Shareholders are advised to review these documents carefully upon receipt and seek professional financial or legal advice as needed.
Cayman National’s leadership are currently reviewing the terms of the offer and awaiting further details to be outlined in the offer circular.
Ogier (Cayman) LLP has been appointed as legal advisor to Cayman National for the transaction.
Further updates will be provided to shareholders as the process progresses. Inquiries regarding the offer may be directed to communications@caymannational.com.
