Receipt of Notice of Firm Intention
- The Board of Cayman National has received notice from RBTTBL (a wholly-owned subsidiary of Republic Financial Holdings Limited) of a firm intention to make an offer to acquire up to 10,596,483 ordinary shares of Cayman National by way of a cash offer to Cayman National shareholders.
- An Offer Circular prepared by RBTTBL containing further information on the Offer will be distributed to Cayman National shareholders.
- A Directors' Circular prepared by the Board of Cayman National containing their view on the Offer will be distributed to Cayman National shareholders following distribution of the Offer Circular.
- Cayman National shareholders are advised to exercise caution in dealing with their shares.
GRAND CAYMAN, 22 May 2025: Cayman National Corporation Ltd. (CSX: CNC) announces that it received notice on 21 May 2025 from Republic Financial Holdings Limited (RFHL), through RBTTBL, of a firm intention to make an offer (Notice of Intention) to acquire up to 10,596,483 ordinary shares of Cayman National, being all of the issued and outstanding ordinary shares of Cayman National that RBTTBL does not already own, by way of a cash offer to Cayman National shareholders pursuant to the Cayman Islands Stock Exchange Code on Takeovers and Mergers and Rules Governing Substantial Acquisitions of Shares (the Offer).
Offer Details
The terms of the Offer contemplate a price of US$7.75 per Cayman National share which represents a premium of approximately US$0.85 per Cayman National share as compared to the closing price per Cayman National share on 14 May 2025 (being the last trading date before the date on which the Notice of Intention was received).
The Notice of Intention states that the Offer is subject to several conditions including:
- valid acceptances of the Offer being received (and not withdrawn) by no later than 5:00pm Cayman Islands time on the date to be specified in the Offer Circular in respect of at least 13,035 ordinary shares of Cayman National, being such number of Cayman National shares as would give RBTTBL a shareholding of at least 75.01% of all issued and outstanding Cayman National shares;
- the appointment of RFHL as proxy to vote at least 13,035 ordinary shares of Cayman National in favour of the Delisting Resolution (as defined below) at the general meeting of Cayman National (including any adjournment thereof) at which the Delisting Resolution is voted upon; and
- the passing of a resolution by Cayman National shareholders who, together, hold not less than 75% of the Cayman National shares at the general meeting of the shareholders of Cayman National to approve, conditional upon, and effective immediately following, closing of the Offer, the delisting of Cayman National from the Cayman Islands Stock Exchange on terms that the delisting shall take effect immediately following closing of the Offer (the Delisting Resolution).
Ernst & Young Services Limited, being the external auditor of RBTTBL and RFHL, has provided confirmation that sufficient financial resources are available to the RFHL group to satisfy the total consideration payable by RBTTBL upon full acceptance of the Offer.
Details of the Offer as provided in the Notice of Intention are set forth in Annex A to this announcement. The directors of Cayman National are considering their response to the Offer and await further details to be set out in the Offer Circular.
Next Steps
An Offer Circular prepared by RBTTBL containing additional information on the Offer and a Directors' Circular prepared by Cayman National in response to the Offer Circular will be distributed to Cayman National shareholders in accordance with the Cayman Islands Stock Exchange Code on Takeovers and Mergers and Rules Governing Substantial Acquisitions of Shares. Cayman National shareholders are advised to carefully consider these documents.
Cayman National shareholders should consult their stockbroker, accountant, tax, financial or other professional adviser for advice in respect of the Offer.
Cayman National will keep shareholders fully informed of any further material developments and a further announcement will be made as appropriate.
General Information
This announcement is made pursuant to the Cayman Islands Stock Exchange Code on Takeovers and Mergers and Rules Governing Substantial Acquisitions of Shares.
Ogier (Cayman) LLP is acting as legal advisor to Cayman National in connection with the Offer.
Direct any enquiries to: communications@caymannational.com
IMPORTANT NOTICES:
THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER, INVITATION OR THE SOLICITATION OF AN OFFER TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY SHARES WHETHER PURSUANT TO THIS ANNOUNCEMENT OR OTHERWISE. THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. CAYMAN NATIONAL SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE OFFER EXCEPT ON THE BASIS OF THE FORMAL DOCUMENTATION ONCE IT HAS BEEN DISTRIBUTED.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Forward looking statements:
This announcement may contain certain "forward looking statements". The forward looking statements contained in this announcement include statements relating to RBTTBL's notice to the Board of Cayman National, and other statements other than historical facts. Forward looking statements often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning. Shareholders should not place undue reliance on these forward-looking statements, which reflect the current views of Cayman National, are subject to risks and uncertainties about Cayman National and are dependent on many factors, some of which are outside of Cayman National's control. There are important factors, risks and uncertainties that could cause actual outcomes and results to be materially different, including that there can be no certainty that the approach in respect of the proposed transaction described in this announcement will result in a formal offer, nor as to the terms on which any such offer may be made. Except as required by law, Cayman National undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.