RBTT shareholders approve amalgamation with RBC Caribbean
subsidiary
(PORT OF SPAIN, March 26, 2008) — RBTT Financial
Holdings Limited today announced that its shareholders have
voted in favor of the proposed amalgamation of RBTT with a
Caribbean subsidiary of Royal Bank of Canada (RBC), [RY on
the TSX and NYSE]. The decision was taken today at a special
meeting of shareholders held at the Hilton Trinidad and Conference
Centre.
The amalgamation resolution was approved by more than 98.18%
of the votes cast by holders of ordinary shares, greatly exceeding
the required 75% approval.
RBTT and RBC had announced an agreement on October 2, 2007,
for RBC to acquire RBTT for a total purchase price of approximately
TT$13.8 billion (approximately US$2.2 billion at exchange
rates as of September 28, 2007).
RBTT Group Chairman Peter July said, “This is an historic
decision, which will benefit all stakeholders. We now move
to satisfy the requisite regulatory requirements to ensure
that we can close this transaction within the shortest possible
timeframe.”
Following the completion of the amalgamation, RBTT Financial
Holdings Limited and RBC Holdings (Trinidad & Tobago)
Limited, a subsidiary of RBC, will amalgamate and continue
as a wholly owned indirect subsidiary of RBC.
RBTT shareholders will receive total per share consideration
in the amount of approximately TT$40.00 (subject to variation
in certain circumstances as further described in the RBTT
Directors’ Circular) which will be payable in a combination
of cash (approximately 60%) and RBC common shares (approximately
40%).
For each RBTT ordinary share held, shareholders will receive
TT$24.00 in cash (or, at the election of the RBTT shareholder,
the U.S. dollar equivalent of TT$24.00) and a fractional number
of RBC common shares equal to an exchange ratio (based on
the U.S. dollar equivalent of TT$16.00). The number of RBC
common shares to be received by RBTT shareholders is subject
to a plus or minus 10% “collar” based on an RBC
share price of US$54.42 (the average trading price of RBC
common shares on the NYSE for the five consecutive trading
days ending on September 28, 2007).
The closing of the transaction is subject to customary conditions,
including the receipt of regulatory approvals. The transaction
is expected to close in May or June 2008.
For further information regarding the transaction, please
refer to the RBTT Directors’ Circular. RBTT will advise
shareholders closer to the time of closing about the procedures
for surrendering and receiving payment for their shares.
-End-
RBTT Financial Group
Port of Spain
Paul Charles,
(868) 623-1322 ext. 2449, paul.charles@tt.rbtt.com
Investor contacts:
RBTT
Paul Charles,
(868) 623-1322 Ext. 2449, paul.charles@tt.rbtt.com
Mary Siu Butt,
(868) 623-1322 Ext. 2406, mary.siubutt@tt.rbtt.com
Notice to United States Residents
Following the completion of the amalgamation, there will
be an issuance of common shares of RBC, which is a non-U.S.
company. The offer is subject to disclosure requirements of
a foreign country that are different from those of the United
States. Financial statements included in the circular have
been prepared in accordance with foreign accounting standards
that may not be comparable to the financial statements of
United States companies.
It may be difficult for you to enforce your rights and any
claim you may have arising under the federal securities laws,
since the issuer is located in a foreign country, and some
or all of its officers and directors may be residents of a
foreign country. You may not be able to sue a foreign company
or its officers or directors in a foreign court for violations
of U.S. securities laws. It may be difficult to compel a foreign
company and its affiliates to subject themselves to a U.S.
court’s judgment.
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