Oct 2006 Financial News

DB&G’s DIRECTORS RECOMMEND ACCEPTANCE OF SCOTIABANK’S OFFER

Oct 27, 2006

MEDIA RELEASE

DB&G’s DIRECTORS RECOMMEND ACCEPTANCE OF SCOTIABANK’S OFFER

On Friday, October 20, Scotiabank and Scotiabank Jamaica, announced their intention to make a joint take-over bid to acquire at least 75% and not more than 80% of the shares in Dehring Bunting & Golding Ltd. (DB&G). The Offer, which is a cash bid priced at J$21.08 and TT$2.00 for each share, opened on October 23.

To communicate the response of DB&G’s Board of Directors to the Scotiabank Offer, DB&G’s Executive Chairman, Peter Bunting, held a media briefing at the DB&G Merchant Bank offices on Thursday, October 26. At the briefing, Mr. Bunting, on behalf of DB&G’s Board, recommended that DB&G’s shareholders accept the Scotiabank Offer.

The Board’s recommendation, and the reasons for it, will be outlined in detail in a Directors’ Circular, which has been prepared and distributed in compliance with the respective rules and regulations of the regulatory authorities of both Jamaica and Trinidad & Tobago. The Circular will be distributed to DB&G’s shareholders and published in the press on Friday, October 27.

In his presentation, Mr. Bunting expressed the Board’s satisfaction with the terms of the Offer and its decision to recommend to shareholders that they accept the Offer. “An acquisition of this magnitude is a landmark event for the Jamaican financial services sector,” he said. “The teaming up of Scotiabank, a leading global financial services provider of the highest reputation owning Jamaica’s largest and most successful commercial bank, with DB&G, Jamaica’s most innovative securities dealer with its comprehensive suite of wealth management products and largest equity broker, will not only serve to enhance DB&G’s standing in the sector, but will also widen the pool of financial products and services available to both Scotiabank and DB&G clients.”

So as to review and advise the full Board regarding the recommendation, once the offer was made DB&G’s Board of Directors appointed an Advisory Committee comprised of the Directors who have not signed a Lock-up Agreement with Scotiabank. The reasons given by the Committee for the acceptance recommendation, include: the significant premium that the Offer Price represents over and above the price range within which the stock had previously traded this year; the topping out of profit growth being exhibited in the securities dealer sub-sector in the past 12 months; and the significant liquidity which the offer provides to enable shareholders to realize their accrued capital gains on DB&G stock through the flexibility of a cash sale.

Important to the reasons for the recommendation, was the commitment of DB&G’s executive directors (Messrs. Peter Bunting, Mark Golding & Garfield Sinclair) and other major stockholders to accepting the Offer. The Board, in recognizing the skill and success with which these individuals have managed the affairs of the company to date, found it particularly significant that they have decided to sell their shares at this time on the pricing and terms of the Offer, and that the 2-year executive management continuity period which they have agreed with Scotiabank is in keeping with their own personal career and life objectives. The Board also attached weight to their desire that the future of the company be enhanced through its acquisition by one of the world’s leading international banking groups.

The Scotiabank Offer will close at 5:00 p.m. on Monday, November 27, 2006.




For further information contact:

Kerry-Ann Betton
Marketing Manager
Dehring Bunting & Golding Ltd.
(876) 960-6700 ext. 205