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BHL Notice To Shareholders - November 4th
November 4, 2015
The Directors of BHL, represented by a Special Committee of the Board, wish to inform shareholders that the BHL has received from ANSA McAL Limited a pdf copy of the ‘Notice’ dated November 3, 2015 of Injunctions granted by His Lordship The Honourable Sir Marston Gibson, Chief Justice, on the application of ANSA McAL (Barbados) Ltd (the “Order”). The Order granted by the Court includes, inter alia, the following:
“Until the Return Date or further order of this Court made on further consideration of the Claimant’s application, the status quo with respect to the pending takeover bid transactions being pursued by SLU Beverages, Ltd. and A.M. Caribbean Development Ventures Ltd. respectively (“the bidding parties”, which expression shall include their respective affiliates or associates) shall be preserved, and more particularly (without prejudice to the generality of the foregoing) that:
a. all bidding and other activities (including solicitations for or purchases or trades of shares in the capital of the Defendant (BHL), whether on the floor of the Barbados Stock Exchange or otherwise) related to the pending offer and take-over bids submitted by the bidding parties shall forthwith cease; and
b. the bidding parties shall be and are hereby restrained from taking up and paying for any shares that may have been tendered to their respective bids and not previously withdrawn.”
As such, while the Board had undertaken, in a Notice to Shareholders dated November 3, 2015 and published in the local press on November 4, 2015, to issue a Directors’ Circular in response to the AMC Amended Offer, and to issue and mail that Directors’ Circular to shareholders no later than Monday November 9, 2015, the Directors wish to advise that, in compliance with the Order, no further action will be taken on the Directors’ Circular until the matter is heard. A hearing for further consideration of Ansa McAL (Barbados) Ltd.’s application is fixed for Wednesday, November 11, 2015.
Please note that the Order also provides that:
“The closing or expiry date set out in the amended offer and take-over bid circular submitted by each of the bidding parties shall be deemed to have been further amended or extended by
eight (8) days.”
The Directors will keep shareholders informed of the progress of this matter and specifically, when shareholders can expect to receive further Directors’ Circulars, as may be applicable.
Dated November 4, 2015
On behalf of the Board of Directors
G. Anthony King
C.R.A. Cozier F.C.G.A.
CAP. 1: Notice to all shareholders of Banks Holdings Limited (BHL).