Special Advisory: NCB Financial Group Limited (NCBFG)

Date: February 14, 2019

NCB Financial Group Limited (NCBFG) has advised that, in respect of the Offer and Take-Over Bid Circular issued by NCB Global Holdings Limited (the Offeror) dated the 31st  day of December, 2018 (as amended by the Notice of Correction dated the 31st  day of December, 2018, the Notice of Extension dated the 7th day of February, 2019 and the Notice of Extension dated the 11th day of February,2019), the approvals required under the Foreign Investment Act, Insurance Act and Financial Institutions Act of Trinidad and Tobago remain outstanding.

As at the tally carried out by Republic Securities Limited on the 12th day of February, 2019, the total number of Guardian Holdings Limited (GHL) shares deposited by GHL shareholders in response to the Offer is one hundred and fifteen million, one hundred and ninety-eight thousand, seven hundred and seventeen (115,198,717) GHL shares (subject to verification of validity of all acceptances received by Republic Securities Limited ) which, together with the Offeror’s existing shareholding in GHL, represents approximately 80% of the outstanding GHL shares.

As the Offeror is restricted from taking up any GHL shares until such time as all approvals are obtained, the Offeror has elected to extend the Closing Date to the 30th day of April, 2019 in order to prevent the Offer from lapsing before such approvals are obtained and to allow the Offeror to seek greater certainty surrounding the likely Closing Date of the Offer for tendering shareholders and so the Offeror and NCBFG can efficiently organize their activities in the interim. The Offer will accordingly remain open for acceptance until the 30th day of April, 2019 at 4:00 p.m. (the ‘Extended Closing Date’). In circumstances where all outstanding conditions of the Offer are either satisfied or waived by the Offeror, the Offeror reserves the right to vary and bring forward the Extended Closing Date. In such circumstances, the Offeror shall issue a public notice of the change to the Extended Closing Date at least fifteen (15) days prior to the new closing date.

For further details, please visit https://www.jamstockex.com/