PORT OF SPAIN, March 26 /CNW/ - 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%
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 time frame."
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
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
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.
For further information:
For further information: RBTT Financial Group, Port of Spain, Paul
Charles, (868) 623-1322 ext. 2449, firstname.lastname@example.org; Investor
contacts: RBTT, Paul Charles, (868) 623-1322 Ext. 2449,
email@example.com; Mary Siu Butt, (868) 623-1322 Ext. 2406,