Mar 2007 Financial News

SEC Notice : Rights of Minority Shareholders in the purchase of FirstCaribbean International Bank shares by CIBC Investments

Mar 02, 2007

The Securities & Exchange Commission (SEC) released a notice in the The Daily Express today, Friday, March 2, 2007, concerning the rights of Minority Shareholders in the purchase of FirstCaribbean International Bank (FCIB) Shares.

The notice comes following the agreement between CIBC Investments (Cayman) Limited (CICL) and Barclays Bank plc (Barclays) in June 2006 to acquire Barclays Bank’s 43.7 per cent stake in FCIB. In this agreement, CICL, Barclays and FCIB agreed with all regional regulators that this transaction would be subject to the highest regulatory standards available in each and all of the jurisdictions.

The notice stated that the regional regulatory authorities, that is, the Barbados SC, the Jamaica FSC and the Eastern Caribbean ECSRC as well as Trinidad & Tobago SEC, considered this is a unique transaction and that it may be in the public interest to advise the public and particularly minority shareholders of the effect of these conditions as contained in the Offering Document. On February 2, 2007, CICL notified the regional regulators and the general public that at the close of the offer, it acquired 91.49 per cent of the outstanding shares.

According to the notice by the SEC, CICL is expected to notify the affected shareholders by way of a written notice, no later than thirty (30) days after February 2, 2007 informing each such security holder that the security holder may within sixty days after the date of such notice require the Offeror to acquire his, her or its securities.

Within sixty days of the written notice, the affected minority shareholders who wish to enforce their entitlement for CICL to acquire their shares, must communicate this to CICL and indicate whether they will do so at the price offered or if they wish to have the fair value of the securities fixed by the Court.

Where shareholders are seeking to have the price determined by the Court, CICL may make an application to the Court within a specified time to have the fair valuation fixed. In the event that CICL fails to deliver notice of the application to the Court, minority shareholders may themselves apply to the Court to have the fair value of their securities fixed.

The details of the process are set out in Section 18 of the Offering Circular as well as in By-Law 26 of the Securities Industry (Take-Over) By–Laws, 2005 of Trinidad & Tobago. Accordingly, shareholders and investors have been advised that it is in their best interest to study these documents carefully and to seek such professional advice as may be required in order to protect their interests.

Source:
The Daily Express
Page 60
Friday, March 2, 2007.