Oct 2007 Financial News

NML - Notice of Change and Variation of the Offer to Purchase

Oct 18, 2007

NOTICE OF CHANGE AND VARIATION
by
NEAL & MASSY HOLDINGS LIMITED
of the
OFFER TO PURCHASE
all of the Issued and Outstanding Ordinary Shares
of
THE BARBADOS SHIPPING & TRADING COMPANY LIMITED

(not already owned by Neal & Massy Holdings Limited)

Neal & Massy Holdings Limited ("Neal & Massy') hereby gives notice that effective 9:00 a.m. today, the 18th day of October, 2007:

1) It amends and varies its Offer dated the 28th day of August, 2007, as varied by the Notice of Variation dated the 1st day of September, 2007, (together the "Offer') to purchase all of the issued and outstanding Shares of The Barbados Shipping & Trading Company Limited ('BS&T) to provide that the Consideration for BS&T Shares deposited to the Offer by each Shareholder shall be on the basis of either:

(A) (i) The sum of BD$8.50 (or US$4.25*), payable in cash for each Ordinary Share of BS&T (“BS&T Share”) deposited to the Offer by such Shareholder, for up to a maximum of 50% of the total number of BS&T Shares so deposited, and (ii) a combination of 1 Ordinary Share in the capital of Neal & Massy (each a “N&M Share”) for every 2.75 BS&T Shares plus cash of BD$1.80 (or US$0.90*) per BS&T Share for the remainder of such Shareholder's BS&T Shares deposited to the Offer (the “Cash/Share Consideration");

OR

(B) A combination of 1 N&M Share for every 2.75 BS&T Shares plus cash of BD$1.80 (or US$0.90*) per BS&T Share deposited to the Offer by such Shareholder (the "Combination Consideration"),

(* Applicable to non-residents of Barbados only.)

(Shareholders are entitled to select only one of the two options described above.)

2) It amends the Circular dated the 28th day of August, 2007 ("Circular"), accompanying the Offer dated the 28th day of August, 2007, to change the information contained in Sections 5.1 and 5.2 of the Circular and disclose that pursuant to by-law 6(3) of the Securities Industry (Take-Over) By-Laws, 2005 of Trinidad and Tobago, Neal & Massy purchased 3,786,543 BS&T Shares on the Trinidad and Tobago Stock Exchange on Friday 21st September, 2007 at a price of TT$28.35 per share thereby increasing the total number of BS&T Shares which Neal & Massy owns directly and indirectly through its subsidiary, Neal & Massy (Barbados) Limited to 21,167,779 BS&T Shares being approximately 27.90% of the issued and outstanding shares of BS&T.

The amended Offer is open for acceptance until 5:00 p.m. on the 2nd day of November, 2007, unless further extended or withdrawn by Neal & Massy.

A Notice of Change and Variation containing details of the amended Offer and amended Circular will be delivered to each Shareholder of BS&T in accordance with the provisions of all applicable laws.

A Revised Acceptance and Transfer Form will accompany the Notice of Change and Variation. Shareholders who had previously deposited Acceptance and Transfer Forms must withdraw them and complete and sign the Revised Acceptance and Transfer Form or a manually executed facsimile thereof, in accordance with the instructions set forth therein and deliver it, together with a copy of a statement, confirmation, document or other proof of their beneficial ownership of the BS&T Shares from the Depository, to one of the offices of the Designated Brokers specified below:

In Barbados
BNB Finance & Trust Corporation
Independence Square,
Bridgetown,
Barbados. W.I.
Telephone: (246) 431-5926
Fax: (246) 429-8389
Email: rlehunte@bnbarbados.com

In Trinidad and Tobago
Republic Securities Limited
Briar Place, 1st Floor
10 Sweet Briar Road,
St.Clair
Trinidad, W.I.
Telephone: (868) 622-8581
Fax: (868) 628-1364
Email:inarine@republictt.com

Additional copies of the Revised Acceptance and Transfer Forms may be obtained from the offices of the Designatad Brokers.

Neal & Massy's Notice of Change and Variation to BS&T Shareholders and the accompanying Revised Acceptance and Transfer Form are also available online at www.neal-and-massy.com or email us at info@neal-and-massy.com


Source:
The Trinidad Guardian, Page 37
Thursday October 18, 2007