NCB offer for Guardian extended

NCB Financial Group extended the closing date for its offer to buy up to 62 percent of the Trinidadian based, Guardian Holdings’ shares to February 2 instead of the original date of January 12.
According to a release by NCB “while the majority of the terms and conditions of the Offer have been satisfied or otherwise waived and the Offeror has received the sign-off from most of the relevant regulatory authorities in respect of the proposed acquisition, the Offeror has applied for and is awaiting certain other regulatory approvals required to be obtained by it before it may take-up and pay for any tendered Offer Shares. Such regulatory approvals are required as a result of the Offeror and GHL, along with several of GHL’s subsidiaries, being regulated in Trinidad and Tobago and elsewhere in the region. Given the foregoing, the Offeror has elected to extend the Closing Date to the 2nd day of February.”
In May 2016 an interest in 69,547,241 GHL Shares were acquired by NCBFG at US$3.24 per share. At the time of the acquisition, NCBFG entered into a shareholders agreement with Arthur Lok Jack and Imtiaz Ahamad and several of their affiliate entities. The shareholders’ agreement included a lock-up provision in relation to both NCBFG’s and the Key Shareholders’ GHL Shares by which the parties agreed to limit their rights to dispose of any GHL Shares until the expiry of three years from May 12, 2016. The agreement required NCBFG to make a take-over bid within three years to gain a minimum of 62% of the outstanding GHL shares and that the Key Shareholders agreed to tender all their GHL Shares (approximately 21.84 percent of the GHL shares) pursuant to such take-over bid. The price of the take-over bid would be, an offer up to May 12, 2017, a minimum price of TT$17, or an offer after May 2017 but up to May 2018, at TT$18 and TTS19 if made after May 2018 to May, 2019.
In November 2017, the shareholders agreement was amended to provide that should the offer be made by February 12, 2018, the price of the offer would be US$2.35 per share instead of TT$18 for an offer made up to May 12, 2018.

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