15 Apr 2020 07:00
Caribbean Investment Holdings Limited
15 April 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
This announcement contains inside information.
CARIBBEAN INVESTMENT HOLDINGS LIMITED - CONTINUATION TO THE BRITISH VIRGIN ISLANDS
Belize City, Belize, 15 April 2020 -- Caribbean Investment Holdings Limited (London - AIM: CIHL; Bermuda - CIHL) (the "Company" or "CIHL").
Further to the Company's announcement on 7 April 2020, the Board today announces that it has formally resolved to proceed with the proposed continuation of the Company's jurisdiction of incorporation from Belize to the British Virgin Islands ("BVI") (the "Continuation"). The Continuation, which will be effected pursuant to the relevant processes set out in the applicable Belize and BVI companies law, is expected to complete on 27 April 2020, enabling re-admission of the Company's existing depository interests ("DIs") to trading on AIM on 28 April 2020 (the "Effective Date"). As announced on 7 April 2020, there will be a new ISIN for the DIs representing shares in the Company following the Continuation (which is VGG1991M1032), and it is expected that the new ISIN will be effective on the Effective Date. The Company's new SEDOL (which is BLGYPN0), is expected to be enabled at the same time as the ISIN.
CIHL's Board has concluded that the Continuation is in the best interests of the Company as the Directors believe that BVI offers a more appropriate legal, regulatory and taxation environment for the Company. The business of the Company and its subsidiaries (the "Group") will not change as a consequence of the Continuation and there will be no change to the Board of Directors, the Group's assets and liabilities, or its share capital structure upon completion of the Continuation. The Company will maintain its admission to trading on AIM, through a re-admission of its existing DIs to trading on AIM on the Effective Date, as well as the Bermuda Stock Exchange following the Continuation.
A circular explaining the Continuation in further detail will be made available to shareholders shortly on the Company's website: http://www.cihltd.co (the "Circular"). The Circular contains details, inter alia, of:
· the reasoning behind the Continuation;
· the reconciliation of the differences in corporation and tax law between Belize and BVI;
· differences in regulatory provisions / shareholder rights that may apply to a public company incorporated in England and Wales; and
· details of changes to the constitution of the Company.
The Board has taken steps to ensure that there is limited impact to shareholders and holders of DIs as a consequence of the Continuation. As noted above, there will be a new ISIN for the DIs following the Continuation (which is VGG1991M1032) but otherwise DIs are not expected to be impacted and the arrangements will, save as set out in the Circular, remain as they are currently while the Company remains registered and incorporated in Belize.
Person releasing this information on behalf of CIHL: Philip Osborne, Company Secretary
For further information contact:
Caribbean Investment Holdings Limited
UK +44 (0)207 248 6700
Belize +501 227 7178
Cenkos Securities plc
Nicholas Wells +44 (0)207 397 8920
Note: This and other press releases are available at the Company's website: http://www.cihltd.co.
Background Information
Caribbean Investment Holdings Limited ("CIHL") is a parent holding company with no independent business operations or assets other than its investments in its subsidiaries, intercompany balances and holdings of cash and cash equivalents. CIHL's businesses are conducted through its subsidiaries. The Belize Bank Limited ("BBL") is incorporated and based in Belize and focuses on the provision of financial services and lending to domestic clients. Belize Bank International Limited is incorporated and based in Belize and focuses on the provision of financial services and lending to international clients. CIHL also owns an international corporate services business based in Belize, which operates as Belize Corporate Services Limited. Within Belize, BBL is one of the largest, full service commercial and retail banking operation with a head office in Belize City and eleven branches extended into each of the six districts of Belize. The principal operations of BBL are commercial lending, consumer lending, deposit taking and related banking activities.