Union Bank Offer Details
Take Over
Circular
THIS
DOCUMENT IS IMPORTANT. If you
are in any doubt about this offer you should consult your stockbroker,
bank manager, attorney-at-law, accountant or other professional advisor or
contact the Registrar to the Offer, Duke Corporation Limited, at Scotia
Centre, Corner Duke and Port Royal Streets, Kingston or call 922-6230. If
you no longer hold shares or stock units in Union Bank of Jamaica Limited
(formerly Citizens Bank Limited), please hand this document, and the
accompanying Form of Acceptance and Transfer to the person to whom you
sold shares or stock units or the stockbroker through whom the sale was
effected for transmission to the purchaser. If
you have recently purchased shares or stock units in Union Bank of Jamaica
Limited and wish to participate in this Offer but have not yet received
the certificate(s) for your shares stock units or you should contact your
stockbroker immediately and instruct them to take the steps necessary to
obtain the certificate(s) from the company's Registrar. OFFER BY RBTT INTERNATIONAL LIMITED an
international business corporation incorporated in Saint Lucia and
a wholly owned subsidiary of RBTT Financial Holdings Limited for
all the
issued Ordinary Stock Units of J$0.50 each the
issued 20% Cumulative Redeemable
Preference Stock Units of J$1.00 each the
issued 25% Cumulative Redeemable Preference Stock Units of J$1.00 each the 9˝% United States Dollar Convertible Cumulative Redeemable Preference Shares of US$1.00 each in UNION BANK OF JAMAICA LIMITED (formerly CITIZENS BANK LIMITED) The
procedure for acceptance of the Offer is set out in Section 2 below and on
the enclosed Form of Acceptance and Transfer.
The Offer closes at 4:00 p.m. on April 17,
2001 (the "Last Acceptance Date"). TO
:
THE SHAREHOLDERS IN UNION
BANK OF JAMAICA LIMITED (formerly
Citizens Bank Limited) ("UBJ") Dear
Sir or Madam, RBTT
International Limited ("RBTT ") hereby offers to acquire from
you all the Ordinary Stock Units of J$0.50 each, 20% Cumulative Redeemable
Preference Stock Units of J$1.00 each, 25% Cumulative Redeemable
Preference Stock Units of J$1.00 each and
9˝% United States Dollar Convertible Cumulative Redeemable
Preference Shares of US$1.00 each held by you in UBJ (“the UBJ
shares”). Finsac
Limited has agreed that it will accept our offer to purchase all of the
Ordinary Stock Units of J$0.50, 20% Cumulative Redeemable Preference Stock
Units of J$1.00 each, 25% Cumulative Redeemable Preference Stock Units of
J$1.00 each, and 9˝% United States Dollar Convertible Cumulative
Redeemable Preference Shares of US$1.00 each, held by them in the capital
of UBJ on the terms and conditions contained in this Offer.
The
terms and conditions of the Offer are set out below. 1.
TERMS
AND CONDITIONS 1.1
Price and Payment You
are offered for: (a) each issued Ordinary Stock Unit
of J$0.50 in the capital of UBJ in respect of which the offer is accepted
J$1.10; (b) each issued 20% Cumulative
Redeemable Preference Stock Unit of $1.00 in the capital of UBJ in
respect of which the offer is accepted J$1.93; (c) each issued 25% Cumulative
Redeemable Preference Stock
Unit of J$1.00 in the capital of UBJ in respect of which the offer is
accepted J$2.17; and (d) each issued 9˝% United States
Dollar Convertible Cumulative Redeemable Preference Share of
US$1.00 in the capital of UBJ in respect of which the offer is accepted
J$67.51.
1.2
Shares acquired by RBTT to
be free of liens The
shares in UBJ will ( except
as may be disclosed herein)
be acquired free from all liens, charges and encumbrances and with all
rights which now are, or which may hereafter become, attached thereto
including any dividend declared or paid on or after the date of the Offer. 1.3 Risk All
documents and payments sent by or to you or your agents will be sent at
your risk. 1.4
Unconditionality of Offer There are no conditions attached to this Offer. 2. ACCEPTANCE 2.1
How to Accept If
you wish to accept this Offer with respect to
all or any of the UBJ shares owned
by you, you should complete the enclosed Form of Acceptance and Transfer
in accordance with the instructions printed thereon.
The completed Form of Acceptance and Transfer should be returned,
together with the related stock or share certificate(s) as soon as
possible to any branch of UnionBank or to: Duke
Corporation but in any event, to arrive at the above address before 4:00 p.m. on the Last Acceptance Date. 2.2
If you are a shareholder,
but do not have a certificate for your shares or stock units: If you are the holder of stock units or shares in UBJ but you do not have a certificate for your stock units or shares you should speak to your stockbroker or Registrar to the Offer, Duke Corporation Limited, as soon as possible. 2.3
Withdrawal of Acceptance You may withdraw your acceptance of the Offer or reduce the amount of shares or stock units in respect of which acceptance of the Offer was made by you at any time before the expiry of seven days of March 12, 2001, the opening date of this Offer. 2.4 2.4 Increase in Shares Accepted If you wish to increase the number of shares or stock units for which you accept the Offer, you may do so at any time before 4:00 p.m. on the Last Acceptance Date. 2.5
If
the proposed purchase is not completed by RBTT
If the proposed purchase is not completed by RBTT all stock certificates and/or share certificate(s) and Form(s) of Acceptance and Transfer will be returned to you within fourteen (14) days of the Last Acceptance Date at the address specified in the Form of Acceptance and Transfer, or, if no such address is specified, your address as it appears in UBJ's Register of Members.
3.
COMPLETION
AND SETTLEMENT 3.1
Payment
Payment
for the UBJ shares agreed to be sold by you pursuant to this Offer will be
made within fourteen (14) days of receipt of the completed Form of
Acceptance and Transfer and relevant stock and/ or share certificate(s).
We will forward to accepting shareholders and stock holders cheques as
payment for shares or stock units sold calculated at the price for each
class of stock unit or share
mentioned in Section 1.1 above. 3.2 Expenses
All
expenses incidental to the preparation and circulation of this Offer and
the fees resulting from acceptances thereof will be paid by RBTT.
3.3
Funds RBTT
has made arrangements,
satisfactory to the Securities Commission of Jamaica, to ensure that the
required funds are available to carry out this Offer.
4.
INFORMATION RELATING TO UBJ REQUIRED BY THE RULES OF THE JAMAICA STOCK
EXCHANGE AND THE SECURITIES (TAKE-OVER AND MERGER) REGULATIONS 1999. 4.1
Shares or Stock Units in UBJ
held by RBTT:
No
shares or stock units in UBJ are held by RBTT, any subsidiary, parent or
other associate company of RBTT, any Director or officer of RBTT or any
person who beneficially owns directly or indirectly equity shares or stock
units of RBTT carrying more than 10% of the voting rights attached to all
the equity shares or stock units of RBTT.
It
is the present intention of RBTT that, subject to commercial
considerations, there will be
no change in the nature of the business carried on by UBJ after this
proposed acquisition. 4.3
Intentions regarding
employees
RBTT will ensure that the rights of all employees of UBJ, including
pension rights, are fully safeguarded. 4.4 Proposed arrangements between RBTT and any Director or Officer of UBJ or any person holding more than 10% of the equity shares or stock units in UBJ. No arrangements have been made between RBTT and any Director or Officer of UBJ or any person holding more than 10% of the equity shares or stock units in UBJ. Finsac
Limited has entered into a definitive agreement to sell its Ordinary Stock
Units, 20% Cumulative Redeemable Preference Stock Units, 25% Cumulative
Redeemable Preference Stock Units and 9˝% United States Dollar
Convertible Cumulative Redeemable Preference Shares in the capital of UBJ
upon the terms stated therein and including the terms and conditions
contained in a Memorandum of Understanding made between Finsac Limited and
RBTT Financial Holdings Limited, the sole shareholder of RBTT, dated the
30th day of June 2000 (the “Memorandum of Understanding”)
which definitive agreement was
executed by Finsac and RBTT
as of the 5th day of March, 2001 (“the Share Sale Agreement”). The
terms on which the offer is being made to Finsac Limited to purchase its
shares and stock units in the capital of UBJ are no more favourable than
the terms on which the offer is being made to remaining shareholders or
stockholders to purchase their shares and stock units in the capital of
UBJ. Copies of the Share Sale Agreement and the Memorandum of
Understanding are available for inspection.
4.6
Emoluments of Directors of
RBTT
The total emoluments of the Directors of RBTT will not be affected
by the acquisition of the shares and stock units in UBJ.
5.
OTHER
INFORMATION 5.1
Current position of UBJ
The last annual financial statements
published for UBJ are those relating to the period ending December 31,1999.
The last interim financial statements filed by UBJ with the Securities
Commission are those relating to the period ending September 30, 2000.
RBTT has negotiated with the Government of Jamaica for redemption of
the Finsac Notes held by UBJ in cash and in securities issued by the
Government of Jamaica. If these Finsac Notes were redeemed for securities
issued by the Government of Jamaica and cash there would be a material
change in the prospects of UBJ since the financial statements for the
period ending September 30,2000. RBTT is not aware of any other information that would indicate a material change in the financial
position or prospects of UBJ since the interim financial statements for
the period ending September 30,2000.
The
shares and stock unites of
UBJ in respect of which this Offer is made are listed on the Jamaica Stock
Exchange. The table attached
to this Offer shows a summary of the volume of trading and price range of
the shares and stock units of UBJ for the past six months as published by
the Jamaica Stock Exchange. 5.3
Intention to Compulsorily
Acquire Non-Accepting
Shareholders Upon
RBTT acquiring not less than ninety percent (90%) of the issued shares and
stock units in the capital of UBJ, RBTT intends to give notice to the
shareholders and stock holders of UBJ who have not accepted this
Offer that RBTT intends to
compulsorily acquire their shares and stock units in
UBJ under and subject to the provisions of section 195 of the
Companies Act.
6.
DOCUMENTS
AVAILABLE FOR INSPECTION
Copies of the following documents will
be available for inspection at
the offices
of Union Bank of Jamaica Limited, 17 Dominica Drive, Kingston 5,
Saint Andrew between 9:00 a.
m. and
4:00 p. m. , Mondays to Fridays
during the period that the Offer remains open:-
Yours
faithfully, RBTT
INTERNATIONAL LIMITED By: Director Dated: March 5, 2001
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