Cayman bank denies any genuine counter-offer

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Cayman National Bank, Grand Cayman

GEORGE TOWN, Cayman Islands (CNS) — Cayman National Corporation Ltd (CNC) has stated that the bank has not received any legal or real offer to purchase its shares other than the deal it has made with Republic Bank Trinidad and Tobago (Barbados) Limited.

Although a minority of the shareholders claim that they have pulled together a consortium that would see the bank remain in majority Caymanian hands with an offer to buy 100 percent of the shares at a rate above the $6.25 from Republic, officials at CNC said the only offer made to the board that complies with the local stock market regulations is from Republic.

A group of minority shareholders have said that they submitted an offer to the bank on Wednesday, 22 November, but claim that what they say is a superior offer is being ignored and are calling for a extraordinary meeting to allow shareholders to be given the details of the counter offer, which would see all of the bank bought by a Caymanian-US syndicate with backing from American financiers.

But a statement from the Cayman National Board said that the institution is listed on the Cayman Islands Stock Exchange and is obligated to follow the exchange’s code regarding all takeovers and mergers.

“In all matters relating to the conduct of the public company, CNC complies with the requirements of the CSX including the Code with the benefit of legal advice,” the bank said in a statement on Monday. “As at the time of publishing this announcement, the only offer that has been received in accordance with the Code is the offer from Republic Bank Trinidad and Tobago (Barbados) Limited (a wholly-owned subsidiary of Republic Financial Holdings Limited) (“RBTTBL”) that was announced by CNC on 12 September 2018.”

More than 75 percent of CNC shareholders have accepted the Republic offer, the board stated, which now only remains subject to regulatory and governmental approvals before the deal is done.

“The board of CNC reiterates the several positive commitments made by RBTTBL in connection with the Republic Offer, including statements made in its Offer Circular on 14 September 2018 that it presently has no intention to, among other things, introduce any major changes to the business or operations of CNC or discontinue the employment of the employees of CNC,” the bank stated.

Ormond Williams, who had been the president of Cayman National Bank for more than 15 years, was fired earlier this month by the CNB board of directors. However, CNC president Stuart Dack stated that this was unrelated to the potential sale of a majority shareholding to the Republic Bank.

The bank continues to recommend that shareholders accept the Republic offer in the absence of a superior proposal, and said it would keep shareholders fully informed of any further material developments.

The counter offer, which circulated at the weekend but has been in the works for some time, has come from a minority group of the bank’s shareholders who are, for a number of reasons, opposed to the sale to Republic and they take the view that CNC has a fiduciary obligation to tell the rest of the shareholders about this offer. This would in effect be a private sale and the consortium claimed that this would mean it was not subject to Cayman Islands Monetary Authority (CIMA) regulation.

Republished with permission of Cayman News Service

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