Mar 2007 Financial News

CIBC Makes Offer to purchase Minority Interests in FCIB Shares

Mar 12, 2007

A letter has been circulated to shareholders dated February 27, 2007 concerning CIBC Investments (Cayman) Limited (CICL) Offer to acquire shares not previously tendered. While CICL has the option to make it obligatory for shareholders to sell them their shareholding, the Notice has not made it mandatory for shareholders to tender their shares. The price offered is US$1.6335 per share and reflects the aggregate of US$1.62 plus US$0.0135 per share in respect of ordinary dividends.

An Offer to minority shareholders was previously announced in a Press Release on December 22, 2006 following CICL’s acquisition of 599.4 million shares of FirstCaribbean International Bank Limited. The Offer was at the same price of US$1.62 per share plus accrued but unpaid dividends. While it was made in fulfillment of the Regional Securities Take Over Code, both CICL and FCIB stated that they were committed to maintaining a strong minority ownership in FirstCaribbean, which they expect to grow in the future.

According to the current Notice, the present Offer was made solely for the purpose of complying with the requirements of the Take-Over Bid Regulation, 2002, made under The Companies Act as a result of CICL having acquired in excess of 25 per cent of the Company’s outstanding Common Shares from Barclays Bank PLC in a privately negotiated transaction.

If shareholders wish to have CICL acquire their shares, they are entitled to:

(a) elect to transfer the Shares to CICL in consideration for the Offer Price of US$1.6335 cash per Common Share
(b) notify CICL that they wish to have the fair value of the Common Shares fixed by the Court in accordance with By Laws 26 (4) and 26 (5) of the By-Laws

If a shareholder elects either (a) or (b), he or she must send written notice to CICL in care of FirstCaribbean International Trust & Merchant Bank (Barbados) Limited. The notice must be received before the expiration of the Offer Period which ends on April 27, 2007.

FCIB however has maintained that they want to preserve a strong minority interest and there are no plans to de-list the share. In fact, if need be, FCIB would look to re-build a strong minority interest after this take-over has been completed.

Stock Exchange’s View
The Stock Exchange also does not anticipate the de-listing of the share. The Exchange in fact thinks that the holdings that remain in the hands of minority interests will be enough to sustain a viable market for this share.

WISE Research Team
Monday, March 12, 2007.