Port-of-Spain, Trinidad: June 6, 2025: On 30 May 2025, Republic Financial Holdings Limited ("RFHL") through its wholly owned subsidiary Republic Bank Trinidad and Tobago (Barbados) Limited (the "Offeror"), made a cash offer for a minimum of 13,035 to a maximum of 10,596,483 ordinary shares, representing 0.03 percent to 25.02 percent of the entire issued ordinary share capital of Cayman National Corporation Ltd. ("CNC") at an offer price of US$7.75 cash per share (the "Offer").
The Offer was conditional on the Offeror receiving acceptances for at least 13,035 ordinary shares in CNC. The Offeror is pleased to announce that it has now exceeded the minimum threshold of acceptances, achieving acceptances of 39,300 ordinary shares, representing approximately 0.09 percent of CNC's issued share capital. As a result, the Offer is now unconditional as to acceptances.
Shareholders who have accepted the Offer resulting in achieving the minimum threshold have also satisfied the second condition of the Offer, that is, appointing RFHL as their proxy to vote in favour of the Delisting Resolution(as defined in the Offer Circular) to be presented and voted upon at an extraordinary general meeting of CNC.
As a result, the only outstanding condition to which the Offer remains subject is the approval, at an extraordinary general meeting of CNC, of a resolution by shareholders holding at least 75 percent of CNC’s ordinary shares. The resolution will authorize the delisting of CNC from the Cayman Islands Stock Exchange, conditional upon, and effective immediately following, the closing of the Offer.
Immediately before the commencement of the offer period, the Offeror held 31,754,248 ordinary shares in CNC, representing approximately 74.98 percent of CNC's issued share capital. The Offeror has not acquired or agreed to acquire any shares in CNC during the offer period.
CNC shareholders who wish to accept the Offer must do so by 5:00 p.m. (Cayman Islands time) on the expiry date of 29 July 2025. For more information regarding the Offer, and how to accept it, please refer to the Offer Circular dated 30 May 2025 and the accompanying Form of Acceptance, copies of which are available on the Cayman Islands Stock Exchange website at https://www.csx.ky. Questions regarding the Offer can be submitted to the Offeror at Offerquestions@rfhl.com