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Hamilton, Bermuda:  15^th, July 2022 –In a filing with the Bermuda Stock Exchange, The Bank of N.T. Butterfield & Son Limited (the “Bank”; Ticker: NTB.BH) Cautions Shareholders Regarding New York Stock and Bond LLC Mini-Tender Offer for Shares. The full filing stated:

 

 

BUTTERFIELD CAUTIONS SHAREHOLDERS REGARDING NEW YORK STOCK AND BOND LLC MINI-TENDER OFFER FOR SHARES

 

Hamilton, Bermuda — July 15, 2022: The Bank of N.T. Butterfield & Son Limited (“Butterfield”) (NYSE: NTB | BSX: NTB.BH) has been notified of an unsolicited offer made by New York Stock and Bond LLC to purchase up to 50,000 of Butterfield’s ordinary shares, or approximately 0.1% of shares outstanding, at a price of $21.00 per share.

Butterfield cautions shareholders that the mini-tender offer has been made at a price below the current market price for Butterfield shares.  The offer represents a discount of approximately 34% below the closing price on the NYSE on July 14, 2022. Butterfield does not recommend or endorse acceptance of this unsolicited mini-tender offer and is not associated in any way with New York Stock and Bond LLC, its mini-tender offer or the offer documentation.

Mini-tender offers are designed to seek not more than 5% of a company's outstanding shares, thereby avoiding disclosure and procedural requirements applicable to most bids under U.S. securities regulations. The U.S. Securities and Exchange Commission (the “SEC”) has expressed concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

The SEC has cautioned investors about these offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC's guidance to investors on mini-tenders is available at https://www.sec.gov/rules/interp/34-43069.htm.

Shareholders should carefully review the offer documentation, obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to New York Stock and Bond LLC’s mini-tender offer.  Butterfield requests that a copy of this news release be included with all distributions of materials related to New York Stock and Bond LLC’s mini-tender offer for Butterfield's ordinary shares.

-ENDS-

Butterfield is a full-service bank and wealth manager headquartered in Hamilton, Bermuda, providing services to clients from Bermuda, the Cayman Islands, Guernsey and Jersey, where our principal banking operations are located, and The Bahamas, Switzerland, Singapore and the United Kingdom, where we offer specialized financial services. Banking services comprise deposit, cash management and lending solutions for individual, business and institutional clients. Wealth management services are composed of trust, private banking, asset management and custody. In Bermuda, the Cayman Islands and Guernsey, we offer both banking and wealth management. In The Bahamas, Singapore and Switzerland, we offer select wealth management services. In the UK, we offer residential property lending. In Jersey, we offer select banking and wealth management services. Butterfield is publicly traded on the New York Stock Exchange (symbol: NTB) and the Bermuda Stock Exchange (symbol: NTB.BH). Further details on the Butterfield Group can be obtained from our website at: www.butterfieldgroup.com.  BF-ALL

 

 

 

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For more information on the Bermuda Stock Exchange (BSX), contact James Best at 1-441-292-7212 or jbest@bsx.com . Information is also available at www.bsx.com and on Bloomberg at BSX.

 

Established in 1971 the Bermuda Stock Exchange (BSX) is the leading fully electronic offshore securities market. The BSX specializes in listing and trading of capital market instruments such as equities, debt issues, funds, hedge funds, derivative warrants and Insurance Linked Securities.

 

The BSX is a full member of the World Federation of Exchanges (WFE) and is in an O.E.C.D. member nation and an affiliate member of IOSCO. The BSX is recognised by the US SEC as a Designated Offshore Securities Market. In addition, the BSX is recognized by the U.S. Securities & Exchange Commission (SEC) as a Designated Offshore Securities Market under Regulation S; The Financial Services Authority in the UK as a Designated Investment Exchange; HM Revenue & Customs in the UK as a Recognized Stock Exchange; The Bermuda Monetary Authority as a Recognised Investment Exchange; and as an Approved Stock Exchange under Australia’s Foreign Investment Funds (FIF) taxation rules; and Designated Exchange status under Canada’s Income Tax Act and is a member of America’s Central Securities Depository Association.