Bank denies any genuine counter-offer

| 27/11/2018 | 17 Comments
Cayman News Service

Cayman National, Grand Cayman

(CNS): Cayman National Corporation Ltd has stated that the bank has not received any legal or real offer to purchase its shares other than the deal it has made with Republic Bank Trinidad and Tobago (Barbados) Limited. Although a minority of the shareholders claim that they have pulled together a consortium that would see the bank remain in majority Caymanian hands with an offer to buy 100% of the shares at a rate above the $6.25 from Republic, officials at CNC said the only offer made to the board that complies with the local stock market regulations is from Republic.

A group of minority shareholders have said that they submitted an offer to the bank on Wednesday, 22 November, but claim that what they say is a superior offer is being ignored and are calling for a extraordinary meeting to allow shareholders to be given the details of the counter offer, which would see all of the bank bought by a Caymanian-US syndicate with backing from American financiers.

But a statement from the Cayman National Board said that the institution is listed on the Cayman Islands Stock Exchange and is obligated to follow the exchange’s code regarding all takeovers and mergers.

“In all matters relating to the conduct of the public company, CNC complies with the requirements of the CSX including the Code with the benefit of legal advice,” the bank said in a statement Monday. “As at the time of publishing this announcement, the only offer that has been received in accordance with the Code is the offer from Republic Bank Trinidad and Tobago (Barbados) Limited (a wholly-owned subsidiary of Republic Financial Holdings Limited) (“RBTTBL”) that was announced by CNC on 12 September 2018.”

More than 75% of CNC shareholders have accepted the Republic Offer, the board stated, which now only remains subject to regulatory and governmental approvals before the deal is done.

“The Board of CNC reiterates the several positive commitments made by RBTTBL in connection with the Republic Offer, including statements made in its Offer Circular on 14 September 2018 that it presently has no intention to, among other things, introduce any major changes to the business or operations of CNC or discontinue the employment of the employees of CNC,” the bank stated.

Ormond Williams, who had been the president of Cayman National Bank for more than 15 years, was fired earlier this month by the CNB board of directors. However, CNC President Stuart Dack stated that this was unrelated to the potential sale of a majority shareholding to the Republic Bank.

The bank continues to recommend that shareholders accept the Republic offer in the absence of a superior proposal, and said it would keep shareholders fully informed of any further material developments.

The counter offer, which circulated at the weekend but has been in the works for some time, has come from a minority group of the bank’s shareholders who are, for a number of reasons, opposed to the sale to Republic and they take the view that CNC has a fiduciary obligation to tell the rest of the shareholders about this offer. This would in effect be a private sale and the consortium claimed that this would mean it was not subject to CIMA regulation.

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Comments (17)

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  1. No Bachannal Time Ya says:

    Cayman Ask yourself this Why didn’t Scotia bank Cayman sell its operation here to Republic Bank for the same reason we shouldn’t sell to them either.

    • Anonymous says:

      Surprised that there isn’t local press on Republic’s simultaneous acquisition of Scotiabank in Eastern Caribbean. Republic’s pattern of expansion demonstrates they are trying to lock down banking in the Caribbean. Trinidad and Tobago government, who are main investors, are on the FATF black list and need access to the international payment system. We need to understand the motivation behind these sneaky takeovers and recognize the associated reputational risk to the Cayman Islands.

  2. Anonymous says:

    Why is Republic Bank keep extending the ” Partial Offer” I am a share holder that is becoming very nervous… Republic need to make a statement…. and please do not say CIMA is the reason…. this should have all been settled Oct 22nd

  3. Anonymous says:

    This is not a counteroffer, it is a competing offer.

  4. Polyakov K says:

    Better American capitalist than Caribbean pirates who can’t even manage their own portfolios aaah the disinformation campaign and dirty tricks begins sounds like the New Lot are scaring somebody. It’s funny how some folks own evil intent for others is use to threaten or deceive others ?? Caymanians remember after Hurricane Ivan who help us get back on our feet God Bless the United States of America’s and her capitalist with all her issues and problems. Didn’t have a problem with American capitalist owning it before

  5. Anonymous says:

    So sad to see CNC up for the highest bidder…..

    • Anonymous says:

      The stockholders are jumping for joy. If the new bidders dont succeed they can use their money to start a new bank if they think it is a real opportunity.

  6. Anonymous says:

    This NEW lot of supposed buyers are funded by an American ‘capitalist’ group.. rest assured CNB stakeholders and depositors are to be far more wary of any ‘vulture’ approach that is spearheaded by unknowns likely looking to milk the coffers and exit. Republic may not be well liked for reasons yet to be made clear but at least they know how to run commercial banking operations and successfully too. This NEW lot are a minority group looking to scare-monger and cause confusion. Don;t be fooled Cayman

  7. Anonymous says:

    Buy crypto at super low prices now! All banks are going to be like block buster video in a few years!

  8. Anonymous says:

    Just a carefully crafted statement to say nothing. Doesn’t confirm or deny that they have an ‘offer’, just that they don’t have an offer that complies with the CSX requirements…whatever they are…maybe 3 copies on blue paper, who knows!

    • Anonymous says:

      Hey, I want to sell you a bridge, its cheap to buy and the toll more than pays for the upkeep. – Now, is that a real offer, or do you want it on blue paper?

      • Anonymous says:

        If you want to avoid the deal being mired in Court actions for many years to come (and potentially being liable for major legal costs and compensation to injured parties), then you make absolutely certain that any offer complies 100% with any legal requirements. So if it isn’t compliant with the law and/ or regulations, then no, it isn’t an offer.

  9. Common sense says:

    The last thing Cayman needs is an American private equity group taking over CNB or any other bank. They would shrink the staff as much as possible to save costs and increase fees to maximise profits in the short term and sell again in a few years. Private equity would have no concern for the customes or staff or Cayman all of their interests would be on how much they can get for themselves.

  10. Anonymous says:

    CNS thanks for your report. Can you please ask the CSX to officially confirm what is required for a purchase offer to comply with the local stock market regulations. This is a serious matter and having attended the CNC EGM meetings I know that the CNC Board can have the appearance of stone walling especially when it comes to some specifics. Also if the new group is serious I would expect that they would submit their proposal to the CSX and ask whether it is compliant.

  11. Anonymous says:

    Either way, expect CNB fees to go up, and all the other banks to follow suit. No anti-cartel competition bureau or regulation of fees and predatory practices in this sector.


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