Dec 2017 Financial News

Guardian Holdings Limited - Notice to Shareholders - NCBFG Offer to Purchase in up to 74,230,750 shares in Guardian Holdings Ltd

Dec 11, 2017

Notice is given that the Board of Guardian Holdings Limited (GHL) on the 8th day of December, 2017 received a Bid Circular issued by NCB Financial Group Limited (NCBFG) offering, through its wholly-owned subsidiary NCB Global Holdings Limited (NCBGH), to the Shareholders of GHL to purchase up to 74,230,750 shares in GHL for US$2.35 per GHL Share.

The offer if successful would result in NCBFG holding not more than 62% of the issued and outstanding
shares of GHL.

The Offer is conditional upon NCBFG acquiring control of GHL and obtaining regulatory and other approvals required to acquire the GHL Shares in Trinidad & Tobago, Jamaica as well as all other jurisdictions in which GHL and its subsidiaries are regulated.

The Offer is subject to a condition, among others, that it results in the Offeror holding not less than 50.01% of the GHL Shares.

Consequently, assuming all other terms and conditions of the Offer are satisfied or waived, if the Offer would result in the Offeror:
• Holding less than 50.01% of the GHL Shares the Offeror will not be bound to purchase any
shares.

• Holding between 50.01% and 62.00% of the GHL Shares the Offeror will take up all Offer
Shares that have been deposited or

• Holding over 62.00% of the GHL Shares the Offeror will take up the Offer Shares on a prorata basis so that the Offeror’s ultimate holding of GHL Shares will not exceed 62.00%.

The Expiry Date for the Bid is January 12th, 2018.

We have been advised that if the Offer is successful the Offeror has no immediate plans to sell, liquidate, exchange or otherwise alter any material amount of GHL’s assets or alter the general business of the company. Further, the Offeror does not intend to delist the GHL Shares nor does it intend to seek to limit the rights of remaining shareholders.

We have been advised that copies of the Bid Circular together with all supporting documents are available on the NCB Financial Group Limited’s website (https://www.myncb.com/Investor- Relations/Information/GHL-Acquisition-by-NCBFG) and have been mailed to all shareholders.

In accordance with By-Law 15(1), GHL will issue a Directors’ Circular in respect of the Offer on or before December 29, 2017.


Source:
The Trinidad and Tobago Stock Exchange Limited
Monday December 11th 2017