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Hamilton, Bermuda:  25^th, August 2022 – In a filing with the Bermuda Stock Exchange Caribbean Investment Holdings Limited. (the "Company”; Ticker: CIHL.BH) Notice of Excersie of Drag Mechanism and Service of Drag Notice. The full filing stated:

 

 

CARIBBEAN INVESTMENT HOLDINGS LIMITED

Notice of exercise of Drag Mechanism and service of Drag Notice

 

25 August, 2022 – Caribbean Investment Holdings Limited (the "Company" or "CIHL") today announces that its majority shareholder, Lord Michael Ashcroft KCMG PC, has entered into a binding agreement for the sale of his entire equity interest in the Company, being 107,137,496 ordinary shares representing 81.12% of the total outstanding shares in the Company (the "Majority Stake"), and informed the board of directors of the Company that he has elected to exercise the drag mechanism pursuant to the Company articles of association (the "Articles").

 

The agreement for the sale of the Majority Stake, which represents a "Controlling Interest" pursuant to the Articles, has been reached between Lord Ashcroft and Waterloo Investment Holdings Limited ("WIHL") and will be implemented through a share for share exchange (the "Sale").

 

Consideration for CIHL shareholders

 

The consideration for the Sale will be satisfied by the issue of new WIHL shares to Lord Ashcroft at an exchange rate of 1.25 WIHL shares for every 1 Company share (the "Exchange Ratio"). The Exchange Ratio results in an implied premium for Company shareholders.

 

Company shareholders can expect to each receive notice of the exercise of the drag mechanism (the "Drag Notice") individually in the coming days via their usual methods of communication with the Company. Pursuant to the Articles, Company shareholders are obliged to sell all of their shares in the Company to WIHL at the same time and at the same price per share as the Majority Stake is sold. Therefore, Company shareholders will also receive 1.25 WIHL shares for every 1 Company share they hold.

 

If Company shareholders do not sign and return their Drag Notice in accordance with the instructions therein, the board of directors of the Company are permitted by the Articles to effect the sale of such shares on behalf of the Company shareholders, so that WIHL acquires 100% of the Company in accordance with the terms of the Sale agreed between Lord Ashcroft and WIHL.

 

Owing to the fact that Lord Ashcroft is a seller pursuant to the terms of the Sale in addition to his role as a WIHL director, and that Peter Gaze and Stewart Howard (the "Conflicted Directors") have cross-directorships with WIHL, Lord Ashcroft and the Conflicted Directors have recused themselves from participating in the Sale on behalf of the Company and WIHL has formed a transaction committee in order to implement the sale on behalf of WIHL.

 

Completion and Suspension of Trading

 

Completion of the Sale is expected to occur on or around 16 September 2022, following the expiry of the minimum 14 day notice period to be granted to the Company shareholders pursuant to the Drag Notice to arrange for the sale of their shares to WIHL. Completion of the Sale will occur at the at the same time as the Majority Stake of Lord Ashcroft is purchased by WIHL.

 

As a consequence of the Sale and the intended posting of the Drag Notice, trading in the Company's securities on the BSX will shortly be suspended.

 

For further information contact:

 

Caribbean Investment Holdings Limited

 

UK: +44 (0)207 248 6700 -  Belize: +501 227 7178

 

 

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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 now 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, recognised by the US SEC as a Designated Offshore Securities Market, is a member of the World Federation of Exchanges and is located in an O.E.C.D. member nation. The BSX has Approved Stock Exchange status under Australia’s Foreign Investment Fund (FIF) taxation rules; Designated Investment Exchange status by the UK’s Financial Services Authority; Recognised Stock Exchange by the UK HM Revenue and Customs; Designated Exchange status under Canada’s Income Tax Act and is a member of America’s Central Securities Depository Association.