RESULTS OF BUTTERFIELD SPECIAL GENERAL MEETING
Hamilton, Bermuda—30 August 2016: The Bank of N.T. Butterfield & Son Limited (“Butterfield” or the “Bank”) announced the results of the shareholders’ vote at the Bank’s Special General Meeting held today.
Two proposals were put forth for a shareholder vote at a special general meeting of the Bank in contemplation of the listing of Butterfield ordinary voting shares on the New York Stock Exchange.
Both proposals were approved by the requisite vote.
Proposal 1: Reverse Share Split
The first proposal called for a ten-for-one reverse share split whereby existing ordinary shareholders will receive one new ordinary voting share for every ten ordinary voting shares currently held.
The reverse share split will become effective on 6 September 2016, on which day the following will occur:
- Bid and Ask price quotes for Butterfield ordinary voting shares on the Bermuda Stock Exchange (“BSX”) will reflect the ten-for-one reverse share split; and
- Share certificates for existing Butterfield ordinary voting shares will become null and void.
Shareholders’ positions following the reverse stock split will be registered in book-entry form at the offices of Butterfield’s transfer agent and registrar, MUFG Fund Services (Bermuda) Limited (“MUFG”).
However should shareholders wish to obtain new share certificates for their holdings of Butterfield ordinary voting shares they should contact MUFG directly at email@example.com | (441) 299 3882. Address: The Belvedere Building 69 Pitts Bay Road, Pembroke, HM 08
Shareholders who hold their Butterfield ordinary voting shares at the Bermuda Securities Depository (“BSD”) will have their BSD shareholding positions automatically updated to reflect the reverse share split. Butterfield ordinary voting shares will trade on the BSX under new International Securities Identification Number (“ISIN”) BMG0772R2087. The ticker symbol (NTB:BH) remains unchanged.
Given the standard of three-day settlement of BSX trades, purchases or sales of Butterfield ordinary voting shares made on or after 31 August 2016 will settle on or after 6 September 2016, and settlement quantities will reflect the ten-for-one reverse share split. For example, an executed order for the purchase of 1,000 Butterfield ordinary voting shares on Wednesday, 31 August 2016, will result in the delivery of 100 new Butterfield ordinary voting shares in the buyer’s account on 6 September 2016, for the total purchase price agreed on 31 August.
Where the reverse share split results in fractional shares, which includes as a result of trading on or after 31 August 2016 as outlined above, shareholders’ positions will be rounded down to the nearest whole share. Cash payments reflecting the value of remaining fractional shares will be based on the price quoted on the BSX at the close on trading on 30 August 2016 and adjusted for the reverse share split. Payment will be either by mailed cheque or paid electronically on 9 September 2016.
Proposal 2: Amended and Restated Bye-Laws
The second proposal called for amendments to the Bank’s Bye-laws that, among other things, address recent changes in the Companies Act 1981.
The Bye-law amendments will become effective on 6 September 2016.
A registration statement relating to the initial public offering has been filed with the SEC but has not yet become effective. The securities referenced in the registration statement may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to their registration or qualification under the securities laws of any such state or jurisdiction.
This news release contains forward-looking statements, including with respect to the proposed initial public offering. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intend," "plan," and "will" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking statement made by Butterfield in this news release speaks only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for Butterfield to predict these events or how they may affect it. Butterfield does not intend to update any forward-looking statements after the date hereof, except as required by law.
Butterfield is Bermuda’s first and largest independent bank, and a specialist provider of international financial services. The Butterfield Group offers a full range of community banking services in Bermuda and the Cayman Islands, encompassing retail and corporate banking and treasury activities. Butterfield also provides various property lending, private banking, asset management and personal trust services from its headquarters in Bermuda and subsidiary offices in the Cayman Islands, Guernsey and the United Kingdom. In Switzerland and The Bahamas, Butterfield provides personal trust and company services.