(CMR) The majority shareholders of Cayman National Corporation have been listed in a directors's circular with former politician and attorney-at-law Mr. Truman Bodden holding over 1 million shares. This would position him to make almost US$7 million from the sale of 1,100,000 shares in the corporation.
CNB's financials indicate that there are $42 million shares in issue.
The Directors' Circular for Cayman National Corporation Lld. has been posted in anticipation of the sale to Republic Bank Trinidad and Tobago (Barbados) Limited in respect of their Partial Offer.
According to the circular five of the top seven shareholders have accepted the sale of the majority of their shares. The two persons who appear to not be willing to sell at this stage are Clarence Flowers Jr. and his family's estate. Interestingly, they have a combined share number of 1,184,533.
There has been significant speculation since the Partial Offer was announced as to who the majority shareholders of CNB actually are. Whilst the sale of the bank is not favorable among the average person the Premier, Honourable Alden McLaughlin, has made it clear that he is in support of the sale because it will benefit Caymanians. There was speculation about which Caymanians stood to benefit – but from this circular it now becomes clear.
The organization will have an extraordinary general meeting tomorrow where it should be decided formally if the entity will be sold.
The Directors have already stated that they recommend that the shareholders accept the Partial Offer in respect of most of their shares. Section 5 of the circular is dedicated to the reasons why the directors are in favor on the sale. The primary reasons stated is that this offer would allow the shareholders to profit from their shares and is substantially higher than the trading price for the past 10 years on the Cayman Islands Stock Exchange.
It also notes that if persons do not sell at this time by accepting the Partial Offer but Republic Bank Trinidad and Tobago acquires more than 2/3 of Cayman National shares they can force through “compulsory acquisition of shares”. Essentially meaning that those who do not sell could be forced to do so at a lower price than the US$6.25 being offered.
In response to the Premier's support of the sale the Opposition leader Ezzard Miller replied:
“Alden is true to form driven by his loyalty to business. No one in the Opposition said there is any legal obligation by CNB shareholders to pay or donate anything to the Government or the people of Cayman from their windfall on profits from the sale of their company that may not be in existence today if the country had not saved them after Ivan.
The country had no legal obligation to save them only a moral and ethical reason because so many Caymanians would have lost so much.
What the Opposition is appealing to is the shareholders moral, ethical and a sense of corporate responsibility and appreciation for what the country did for them after Ivan. Our concerns also include what will happen to staff when there is no or reduced Caymanian ownership one only has to reference Royal Bank, Scotia Bank and all the other foreign banks and see how many Caymanian managers they have employed.”