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BCB Amends Terms and Conditions of Warrant Instrument
Hamilton, Bermuda, June 20, 2007 -- At a Special General Meeting of the Warrant holders, held at the offices of Bermuda Commercial Bank on Tuesday June 19th, an Extraordinary Resolution to amend the Warrant Instrument was unanimously approved by the Warrantholders.
The primary effect of the proposed amendment is to transfer to an offeror who is otherwise able to complete a transaction for the acquisition of the Bank any warrants remaining unexercised immediately before the offeror completes the transaction and the acquisition becomes effective under Bermuda law. In exchange for his unexercised warrants, a Warrantholder will receive from the offeror an amount for each Warrant so purchased that is equal to the difference (if any) between the price paid per share by the offeror and the Subscription Price per share that the Warrant holders would have been required to pay to purchase a share under the terms of the Warrant Instrument, at the time the sale of the Bank becomes effective. Warrant holders should note that in the case of a take-over to which the provisions introduced by the amendments apply, the procedures for the calculation of the Subscription Price applicable to the unexercised warrants remain unchanged, and apply whether the warrants are "in the money" or "out of the money".
The intended effect of the modifications is to remove any requirement for a Warrant holder to pay any cash to the Bank in order to receive the benefit he or she would have received on a sale of any Shares to the offeror that the Warrantholder could have received upon the exercise of his or her warrants. In addition, a Warrantholder holding unexercised warrants will not be required to sign any transfer documents or deliver any Warrant Certificates to the Bank.