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Hamilton, Bermuda – 29th, October 2021 – In a filing with the Bermuda Stock Exchange Caribbean Investment Holdings Limited. (the "Company”; Ticker: CIHL.BH) announced the proposed cancellation of admission of ordinary shares to trading on AIM and notice of general meeting. The full filing stated:
Caribbean Investment Holdings Limited
(the "Company")
Proposed Cancellation of Admission of Ordinary Shares to trading on AIM and Notice of General Meeting
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (“MAR”). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INFORMATION IS NOW CONSIDERED IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. NEITHER THIS ANNOUNCEMENT, NOR ANYTHING CONTAINED HEREIN, SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
Caribbean Investment Holdings Limited (AIM: CIHL; Bermuda – BSX: CIHL) or (the “Company”), announces its intention to cancel the admission to trading of the Company’s ordinary shares (“Ordinary Shares”) on AIM (the “Cancellation”).
The Company hereby provides the requisite 20 business days' notice of the intended Cancellation. Subject to the requisite approval by the Company's shareholders (the "Shareholders"), the Company intends that the last day of trading of its Ordinary Shares on AIM will be 29 November 2021, and the proposed Cancellation will be effective from 7.00 am London time on 30 November 2021.
The Company's Notice of the General Meeting (the “Notice”) and the accompanying Form of Proxy, for use by Shareholders who hold Ordinary Shares in certificated form and a Form of Direction, for use by Depositary Interest holders in connection with the General Meeting, will be published on the Company's website at https://www.cihltd.co on 1 November 2021.
The Notice and this announcement set out the background to and reasons for the Cancellation, additional information on the implications of the Cancellation for the Company and its Shareholders and why the Board believes the Cancellation to be in the best interests of the Company and of the Shareholders as a whole.
The Company is proposing to seek Shareholder consent to cancel admission of its Ordinary Shares to trading on AIM. Pursuant to Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the date of the proposed Cancellation. The AIM Rules require that a cancellation of a company's shares from trading on AIM requires the consent of not less than 75 per cent. of votes cast by shareholders in a general meeting. The General Meeting of the Company will be held at Third Floor, The Matalon Business Centre, Coney Drive, Belize City, Belize, Central America at 12 p.m. (Belize time) /6 p.m. (UK time) on 17 November 2021.
The Company is not seeking to cancel the admission of the Company's Ordinary Shares on the Bermuda Stock Exchange ("BSX"), and the listing of the Company's Ordinary Shares on the Bermuda Stock Exchange ("BSX") will continue after Cancellation. However, the Company will seek the approval of the BSX for an upgrade in the status of its listing from secondary listing to primary listing in accordance with the Bermuda Stock Exchange Listing Regulations.
Expected Timetable of Principal Events
|
Announcement of the Cancellation ………………………………………...….... |
29 October 2021 |
|
Publication of the Notice of General Meeting………………………………... |
1 November 2021 |
|
Latest time and date for receipt of Forms of Direction…………………… |
12 p.m. (Belize time)/6 p.m. (UK time) on 14 November 2021 |
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Latest time and date for receipt of Forms of Proxy ………………………… |
12 p.m. (Belize time) /6 p.m. (UK time) on 15 November 2021 |
|
Time and date of General Meeting…………………………………………………. |
12 p.m. (Belize time) /6 p.m. (UK time) on 17 November 2021 |
|
Announcement of results of General Meeting………………………………… |
17 November 2021 |
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Last day of admission to trading on AIM of the Company's Ordinary Shares……………………………………………………………………………………………… |
29 November 2021 |
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Expected date of Cancellation …………………………………………………………………………………… |
With effect from 7 a.m.(UK time) on 30 November 2021 |
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Expected date of the BSX becoming the Company's primary listing………………………………………………...…...……………………………………… |
30 November 2021 |
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Expected date of the amendments to the Articles of Association……………………………………………………...…...………………………… |
6 December 2021 |
Notes:
1. References to times and dates above are to London times and dates unless otherwise stated.
2. If the above times and/or dates change, the revised times and/or dates will be notified, as appropriate, to the Financial Conduct Authority and/or the Company's shareholders (by announcement through the Regulatory Information Service of the London Stock Exchange plc).
3. In the case of above events for which expected times and/or dates are not yet known, the expected times and/or dates will be notified once known, as appropriate, to the Financial Conduct Authority and/or the Company's shareholder (by announcement through the Regulatory Information Service of the London Stock Exchange plc).
4. All events in the above timetable following the holding of the General Meeting are conditional upon the passing of the Resolutions.
5. The implementation of the amendments to the Articles of Association is conditional upon registration of them with the BVI Registrar of Companies.
For further information contact:
Caribbean Investment Holdings Limited
UK +44 (0)207 248 6700
Belize +501 227 7178
Cenkos Securities plc
Nicholas Wells +44 (0)207 397 8920
Note: This and other press releases are available at the Company's web site:http://www.cihltd.co.
Introduction
The Company announces proposals to cancel the admission of the Company's Ordinary Shares to trading on AIM (the "Cancellation") and to amend the Articles of Association of the Company (together, the "Proposals").
Shareholders are invited to attend the Company’s General Meeting ("GM" or "General Meeting") to seek approval for the Proposals, which will be held at the offices of the Company at Third Floor, The Matalon Business Centre, Coney Drive, Belize City, Belize, Central America at 12 p.m. (Belize time) (6 p.m. UK time) on 17 November 2021.
An explanation of the resolutions to be considered at the GM is set out at the end of this announcement (together, the "Resolutions"). Implementation of the Proposals is conditional upon of the Resolutions being passed at the General Meeting.
If Shareholders wish to vote on the Resolutions but cannot attend the GM, they can appoint a proxy to exercise all or any of their rights to attend and vote at the GM by using one of the methods set out in the additional notes to the Notice of General Meeting.
Background
The Company's Ordinary Shares were admitted to trading on AIM in April 1999.
Pursuant to Rule 41 of the AIM Rules for Companies (the "AIM Rules"), the Company has notified the London Stock Exchange of the intention to cancel the admission of the Company's Ordinary Shares to trading on AIM, subject to shareholder approval. The AIM Rules require that a cancellation of a company's shares from trading on AIM requires the consent not less than 75 per cent. of votes cast by shareholders in a general meeting.
Under the AIM Rules, the Company is required to give the London Stock Exchange at least 20 business days' notice of the Cancellation and separately notify shareholders that it wishes to cancel the admission of its shares to trading on AIM. Accordingly, the directors (through the Company's nominated adviser, Cenkos) have notified the London Stock Exchange of the Company's intention, subject to the Resolutions being passed at the General Meeting, to cancel the admission of the Ordinary Shares to trading on AIM on 30 November 2021.
If Resolution 1 is passed at the General Meeting, it is proposed that the last day of admission to trading on AIM of the Ordinary Shares will be 29 November 2021 and that Cancellation will take effect at 7.00 a.m. (UK time) on 30 November 2021. Subject to the approval of Resolution 1, if Resolution 2 is passed at the General Meeting, it is proposed that the amendments to the Articles of Association shall be effective once registered with the BVI Registrar of Companies, which is expected to occur on 6 December 2021.
Upon the Cancellation becoming effective, Cenkos Securities Plc will resign as nominated adviser to the Company and the Company will no longer be required to comply with the AIM Rules.
The Company is not seeking to cancel the admission of the Ordinary Shares on the Bermuda Stock Exchange ("BSX"), and the listing of the Ordinary Shares on the Bermuda Stock
Exchange ("BSX") will continue after Cancellation. However, the Company will seek the approval of the BSX for an upgrade in the status of its listing from secondary listing to primary listing in accordance with the Bermuda Stock Exchange Listing Regulations ("BSX Regulations"). The directors have notified the BSX of the Company's intention, subject to Shareholder approval, to cancel the admission of the Ordinary Shares to trading on AIM, and have requested that upon Cancellation occurring, the listing of the Ordinary Shares on the BSX will be upgraded from a secondary listing to a primary listing simultaneously with the Cancellation, and the BSX has given a preliminary indication that it would be minded to grant such a change in status, subject to the compliance by the Company with various administrative requirements.
Reasons for the Cancellation
The board of directors of the Company (the "Board") has decided, subject to the Resolutions being passed at the General Meeting, to implement the Cancellation for the following reasons:
· The trading volumes on AIM of the Ordinary Shares have been low for a protracted period of time (other than since the announcement on 23 September 2021 of the Company's Share Purchase Plan (the "Share Purchase Plan")), and the Board considers that the costs of maintaining the admission of the Ordinary Shares to trading on AIM (including the costs of complying with the AIM Rules for Companies) are disproportionate to the benefits to the Company and Shareholders of continuing to maintain the admission of the Ordinary Shares to trading on AIM.
· The costs of maintaining the Company's listing as a primary listing on the BSX are significantly lower, and are expected by the Board to remain lower, than the costs to the Company of maintaining the admission of the Ordinary Shares to trading on AIM (even if the regulatory burden in Bermuda is expected to increase when the Company ceases to be dual listed, and the BSX becomes the Company's primary listing).
· The Ordinary Shares will still be tradeable on the BSX (see below for further details), in addition to which the Company intends to implement a matched bargain facility with JP Jenkins shortly following Cancellation. Once implemented, the matched bargain facility will, in the Board's opinion, offer Shareholders a suitable substitute trading mechanism in the Ordinary Shares.
· Given the financial results of the Company for the year ended 31 March 2021 (as announced on 23 September 2021), the Board does not foresee any short to medium term need for the Company to raise additional funds by utilising the equity capital markets and, therefore, does not consider there to be compelling reason to maintain the Company's status as an AIM traded company, particularly in light of the continuing listing on the BSX and implementation of the matched bargain facility with JP Jenkins.
· With the ongoing COVID-19 pandemic causing significant uncertainty within global banking markets including the Caribbean and Belize, the Company's Board has decided not to a pay a final dividend for the year ended 31 March 2021. The Board will review its dividend policy for the current fiscal year once banking markets have returned to a more stable state.
Taking all of these factors into account, the directors believe that it is no longer in the best interests of the Company or Shareholders as a whole for the Company to retain its AIM quotation.
Principal Effects of the Cancellation
The principal effects of Cancellation on Shareholders, which have been considered by the directors, are expected to be as follows:
· the AIM Rules will no longer apply to the Company and, accordingly, Shareholders will no longer be afforded the protections given by the AIM Rules, although because the Ordinary Shares will continue to be listed on the BSX, Shareholders will continue to benefit from and be afforded by the BSX Regulations. In particular the Company will not be bound to:
(i) comply with any of the corporate governance practices applicable to AIM companies;
(ii) announce substantial transactions and related party transactions required under the AIM Rules; or
(iii) comply with the requirement under the AIM Rules to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business; or
(iv) comply with AIM Rule 26, obliging the Company to publish prescribed information on its website;
· Notwithstanding the above, the Company will be bound to comply with the provisions of Section I and Section IIIA of the BSX Regulations, which include, inter alia, the obligation to:
(i) announce any matter that (a) is necessary to enable the public to appraise the financial position of the Company, (b) is necessary to avoid the establishment of a false market in the Ordinary Shares, (c) might reasonably be expected materially to affect market activity in and the price of the Ordinary Shares;
(ii) prepare audited annual accounts within six (6) months of the end of the financial period to which they relate, and make them available, together with any interim financial statements published by the Company, to investors or prospective investors; and
(iii) ensure equality of treatment of all holders of shares of the same class;
· the Company will no longer be subject to the Market Abuse Regulation (Regulation S96/2014) regulating inside information;
· the Company will no longer be subject to the Disclosure Guidance and Transparency Rules and will therefore no longer be required to publicly disclose any change in major shareholdings in the Company;
· the Company will cease to retain a nominated adviser and broker, in connection to its admission to AIM;
· following Cancellation, the liquidity and marketability of the Ordinary Shares will be significantly reduced and the value of such Ordinary Shares may be consequently adversely affected. The Company intends, however, to implement a matched bargain facility with JP Jenkins (in addition to maintaining the Company's listing on the BSX), in order to give Shareholders an opportunity to trade the Ordinary Shares following Cancellation, the Ordinary Shares may be more difficult to trade compared to shares of companies trading on AIM;
· it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;
· the Cancellation might have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately.
These considerations are not exhaustive and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.
Shareholders should be aware that if Cancellation takes effect, they will at that time cease to hold the Ordinary Shares in a company whose shares are admitted to trading on AIM and the matters set out above will automatically apply to the Company from the date of Cancellation.
The Ordinary Shares and Depositary Interests ("DIs") will remain freely transferable following the Cancellation. Due to the Company's listing of the Ordinary Shares on the BSX, Shareholders will continue to be able to trade their Ordinary Shares in that format (subject to the below restrictions), and further the Company will put in place a matched-bargain facility with JP Jenkins after the Cancellation.
Matched Bargain Facility
The directors are aware that, should the Cancellation be approved by shareholders and becomes effective, it would make it more difficult to buy and sell Ordinary Shares following the Cancellation. Therefore, the Company intends to implement a matched bargain facility shortly after the Cancellation to assist Shareholders with conducting transactions in the Ordinary Shares (the "Matched Bargain Facility").
Should the Cancellation become effective, details of the Matched Bargain Facility, which the directors expect to be run through JP Jenkins, will be made available to Shareholders on the Company's website. Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication with J P Jenkins, through their stockbroker (J P Jenkins is unable to deal directly with members of the public), of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that J P Jenkins is able to match that order with an opposite sell or buy instruction, they would contact both parties and then effect the bargain.
Shareholders will continue to be able to hold their Ordinary Shares in uncertificated form and should check with their existing stockbroker whether they are willing or able to conduct transactions in unquoted shares.
Bermuda Stock Exchange
If the Cancellation takes effect, the listing of the Ordinary Shares on the BSX will switch from a secondary listing to a primary listing. As a result, as a non-Bermudian Company, the Ordinary Shares will be subject to the "Restricted Marketing" regime under the BSX Regulations, where trading in the Ordinary Shares on the BSX would be limited to Qualified Investors (as defined under the BSX Regulations). For those Shareholders who do not meet the Qualified Investor criteria for Restricted Marketing (the "non-Qualified Investors"), but still wish to trade their existing holding of the Ordinary Shares via. the BSX, such non-Qualified Investor may only dispose of their Ordinary Shares to Qualified Investors, and may only acquire more of the Ordinary Shares via. the BSX if such acquisition results in them becoming a Qualified Investor.
Depositary Interest facility
The Company's existing DI facility in the UK will not be terminated, but rather will remain open. DI holders can, if they wish, request to withdraw their DIs from the facility and have Ordinary Shares issued to them (or the underlying beneficial owner) on the Bermuda share register. Such Ordinary Shares would then be eligible for deposit with the Bermuda Securities Depository and tradeable on the BSX (subject to the above restrictions and the Bermuda Securities Depository Regulations).
If DI holders have any questions about the process to withdraw DIs from CREST they can contact the DI Depositary, Link Group, on 0371 664 0335 (or +44 208 639 3135 from outside the United Kingdom). Calls inside and outside of the UK are charged at the standard geographic rate and will vary by provider. Link Group are open between 9.00 am - 5.30 pm (UK time), Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice, and calls may be recorded and monitored for security and training purposes.
Share Purchase Plan
As announced by the Company on 23 September 2021, the Company has established a Share Purchase Plan to buy back Ordinary Shares for cancellation. The Share Purchase Plan commenced on 23 September and will, unless terminated at an earlier date, expire on March 31, 2022. Under the Share Purchase Plan, the Company previously instructed its broker, Cenkos Securities Plc, to acquire the Ordinary Shares to an aggregate amount of £2.0 Million (by market value) for the period up to March 31, 2022. If the Cancellation takes effect, the Company expects to continue to operate the Share Purchase Plan via. the matched-bargain facility with JP Jenkins.
Amendment to the Articles of Association
In conjunction with the Cancellation, the Company is also seeking to amend its Articles of Association, as further detailed in the explanatory note to Resolution 2 set out below.
Ongoing shareholder communication
In line with the Company's recent communication to Shareholders, the Company will continue to communicate with Shareholders via. its website, email or printed hard copy communications, as has been selected by Shareholders.
Ongoing strategy of the Company following Cancellation
The Company's strategy will remain unchanged as a result of the Cancellation, and as previously noted, the directors will review the Company's dividend policy for the current fiscal year once banking markets have returned to a more stable state.
Recommendation
The Board believes that the Cancellation will allow the Company to execute its strategy whilst reducing its cost base. As such, the Board believes that the Proposals to be considered at the GM are in the best interests of the Company and its Shareholders as a whole. The Board unanimously recommends that Shareholders vote in favour of each of them, as they intend to do in respect of their own beneficial holdings of Ordinary Shares (and each of Peter Gaze and Philip Osborne has irrevocably undertaken to vote in favour of the Resolutions in respect of their aggregate holding of the Company's shares, representing approximately 0.89 per cent. and 0.3 per cent, respectively).
Lord Ashcroft, KCMG PC, the majority shareholder in the Company, has also irrevocably undertaken to vote in favour of the Resolutions in respect of his aggregate holding of the Ordinary Shares representing approximately 79.5 per cent. of the Ordinary Shares.
Resolutions to be tabled at the General Meeting
Cancellation
1. THAT the cancellation of the admission of the ordinary shares of the Company to trading on AIM, the market of that name operated by London Stock Exchange plc, be and is hereby approved.
1.
Articles of Association
2. THAT, subject to and conditional upon Resolution 1 being approved by shareholders at the General Meeting, the articles of association of the Company contained in the document produced to the General Meeting and for the purposes of identification marked "[A]" and initialled by the Chairman of the General Meeting be adopted as the new articles of association of the Company in substitution for, and to the exclusion of, all the existing articles of association of the Company.
Explanatory Notes
Cancellation of admission to AIM: Resolution 1
Under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of votes cast by shareholders at a General Meeting of the Company.
Articles of Association: Resolution 2
Under Resolution 2, the Company is proposing to adopt new articles of association in substitution for the existing articles of association, in conjunction with the Cancellation and to address a number of historic requirements incorporated in the Articles of Association that are no longer applicable to the Company. The principal changes introduced by the new articles of association are summarised below:
· Removal of the requirement that "Publicly Held Shares" (as defined in the Articles of Association) carry at least 35% of the Voting Rights, and related definitions- following the Cancellation, the Company is proposing to remove the article that requires that "Publicly Held Shares" (i.e. those of the Company's shares not held by any shareholder who holds more than 5% of the total voting rights of the Company), will always carry at least 35% of the total voting rights of the Company. This is a historic requirement that is no longer applicable to the Company, so the Board would propose to use this opportunity to remove this requirement.
· Removal of Article 98 relating to "Business Combinations" by "Interested Persons" (as defined in the Articles of Association) - following the Cancellation, the Company is proposing to remove Article 98, previously introduced as a "poison pill" defence that prevented an "Interested Shareholder" (a shareholder with more than 15% of the total voting rights of the Company, excluding Lord Ashcroft, KCMG PC, as a "Grandfathered Person") from seeking to acquire control of the Company or its subsidiary through various forms of "Business Combination", without the consent of the Board. This article provided the Board with a defence in the event of a hostile takeover. Following the Cancellation, the Board no longer considers that such a provision would be required by the Company and would propose to use this opportunity to remove this restriction.
· Inclusion of new shareholder "drag rights" that would apply to transfers of shares above a certain threshold - after the Cancellation, the Board would propose to incorporate "drag" rights that will apply to in the event that a "majority shareholder" (which means any shareholder that together with its relevant nominees holds more than 50% of the ordinary shares), wishes to dispose a "controlling interest" (which an interest of more than 50% in nominal value of the Company's shares), on bona fide arm's length terms, such majority shareholder shall be able to drag the holders of all shares not already owned by the person making the offer, who shall be bound to accept or be deemed to have accepted the offer in respect of their shares provided that all obligations imposed on the selling shareholders are in all material respects identical and do not oblige a shareholder to give any representation, warranty or similar assurance except as to his right to sell the shares registered in his name free from all encumbrances. The proposed "drag" rights will offer an exit mechanism for all shareholders on the same terms, and in particular, ensure that any offers to minority shareholders will be on the same terms as any offer to such majority shareholder. The Board is not aware of any present intention to exercise these rights.
Resolution 2 must be approved by a simple majority of the votes of shares entitled to vote.
A copy of the articles of association of the Company marked to show the changes proposed by Resolution 2 together with a copy of the revised articles of association will be available for inspection at www.cihltd.co from the date of this notice until the conclusion of the General Meeting.
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