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BUTTERFIELD BANK PROVIDES ADDITIONAL INFORMATION REGARDING PROPOSED RIGHTS OFFERING

Hamilton, Bermuda – 10 March 2010 - The Bank of N.T. Butterfield & Son Limited (“Butterfield” or the “Bank”; Ticker: NTB.BH) today provided additional information regarding the proposed rights offering of the Bank (the “Rights Offering”) that was first announced in connection with the capital raising transactions completed by the Bank on 2 March, 2010. 

 

Each holder of common shares of the Bank (the “Common Shares”) as of 5:00 p.m. Bermuda Time on 10 March, 2010 (the “Record Date”) (other than shareholders located in the United States and investors who participated in the capital raising transactions announced by the Bank on 2 March, 2010) will receive, for each Common Share owned on the Record Date, 1.113 transferable rights units to purchase Common Shares and Contingent Value Convertible Preference Shares (the “Rights Units”).  Each Rights Unit will entitle the holder thereof to purchase 0.92308 Common Shares and 0.07692 Contingent Value Convertible Preference Shares at a subscription price of $1.21 per Rights Unit.  To the extent the Rights Units are not fully subscribed, participating shareholders will be able to elect to purchase additional Rights Units at the same price.  If Rights Units continue to remain unsubscribed, the Bank will have the option to offer unexercised rights to holders of the Bank’s 8.0% Preference Shares.  Holders of Rights Units will be permitted to purchase a whole number of shares, with fractional shares rounded down, as the Bank is not permitted to issue fractional shares under its Bye-laws.  The Rights Offering will be held open for at least 30 days.

 

The Contingent Value Convertible Preference Shares will automatically convert into Common Shares at the earlier of March 31, 2015 or a sale of the Bank.  When issued, each Contingent Value Convertible Preference Share will be convertible into one Common Share (representing a conversion price of approximately $1.21 per Common Share), and such number will be adjusted in accordance with customary anti-dilution adjustments and certain downward notional adjustments.  The downward notional adjustments will be based on the collection of certain loans held by the Bank, up to a maximum recovery on such loans of $42 million. In addition, the holders of Contingent Value Convertible Preference Shares will be entitled to certain distributions in connection with certain sales or public offerings of the Bank’s equity interest in Butterfield Fulcrum Group, representing a maximum of 50% of the Bank’s equity interest in Butterfield Fulcrum Group.

 

Holders of Contingent Value Convertible Preference Shares will be entitled to receive dividends payable on Common Shares underlying the Contingent Value Convertible Preference Shares when dividends are paid on the Common Shares.  Dividends will be non-cumulative.

 

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Bank, the Contingent Value Convertible Preference Shares will be entitled to receive payment in full equal to the greater of (i) $1.21 per Contingent Value Convertible Preference Share plus any declared but unpaid dividends with respect to the then-current dividend period and (ii) the amount per Contingent Value Convertible Preference Share that would be received if such Contingent Value Convertible Preference Share had converted into Common Shares immediately prior to such liquidation, dissolution or winding up plus any declared but unpaid dividends with respect to the then-current dividend period, before any distribution of assets is made to or set aside for the holders of Common Shares.

 

The holders of the Contingent Value Convertible Preference Shares will vote together with the holders of the Common Shares on all matters upon which the holders of Common Shares are entitled to vote.  Each Contingent Value Convertible Preference Share will be entitled to a number of votes equal to the number of Common Shares into which each Contingent Value Convertible Preference Share is convertible as of the applicable record date.

 

The Common Shares and the Contingent Value Convertible Preference Shares to be offered to Butterfield's shareholders in the Rights Offering have not been and will not be registered under the US Securities Act of 1933, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

 

This release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

 

The Bank of N.T. Butterfield & Son Limited (“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, Barbados and the Cayman Islands, encompassing retail and corporate banking and treasury activities. In the wealth management area, the Group provides private banking, asset management and personal trust services from its headquarters in Bermuda and subsidiary offices in The Bahamas, the Cayman Islands, Guernsey, Hong Kong, Malta, Switzerland and the United Kingdom. Butterfield also provides services to corporate and institutional clients from offices in Bermuda, The Bahamas, the Cayman Islands and Guernsey, which include asset management and corporate trust services.

 

Butterfield is a publicly traded corporation with shares listed on the Bermuda and Cayman Islands stock exchanges.  Butterfield’s share price is published daily in The Royal Gazette (www.theroyalgazette.com) and is also available on Bloomberg Financial Markets (symbol: NTB BH) and the Bermuda Stock Exchange website (www.bsx.com).  Further details on the Butterfield Group can be obtained from our website at: www.butterfieldgroup.com.

 

Investor Relations Contact:                                                           

John Maragliano        

Senior Vice President, Finance

The Bank of N.T. Butterfield & Son Limited              

Phone: (441) 298 4758

E-mail: john.maragliano@butterfieldgroup.com

 

Media Relations Contacts: 

Dianne Brewer

Senior Vice President

Phone: (441) 299 3979

Cellular: (441) 524 1077

E-mail: dianne.brewer@butterfieldgroup.com

 

Mark Johnson            

Assistant Vice President

Phone: (441) 299 1624

Cellular: (441) 524 1025

E-mail: mark.johnson@bm.butterfieldgroup.com