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BUTTERFIELD FILES FOR PROPOSED INITIAL PUBLIC OFFERING IN THE US
Hamilton, Bermuda – August 4, 2016 –In a filing with the Bermuda Stock Exchange, the Bank of N.T. Butterfield & Son Limited (the “Bank”; Ticker: NTB.BH) announced today that it has filed a Registration Statement on Form F-1 with the United States Securities and Exchange Commission (“SEC”) relating to the proposed initial public offering in the United States of the Bank’s ordinary voting shares. The full filing stated:
Hamilton, Bermuda—4 August 2016: The Bank of N.T. Butterfield & Son Limited (“Butterfield” or the “Bank”) today announced that it has filed a Registration Statement on Form F-1 with the United States Securities and Exchange Commission (“SEC”) relating to the proposed initial public offering in the United States of the Bank’s ordinary voting shares. The Bank has applied to list the ordinary voting shares on the New York Stock Exchange (“NYSE”) under the ticker symbol “NTB”. Butterfield ordinary voting shares are currently listed and currently trade on the Bermuda Stock Exchange (“BSX”) under the symbol NTB. The Bank intends to maintain the BSX listing in addition to the proposed NYSE listing.
Under the terms of the Investment Agreement dated 2 March 2010 and entered into between affiliates of The Carlyle Group and the Bank, the Bank agreed to use commercially reasonable efforts to list the Bank's ordinary shares on an international stock exchange within a specified time period.
The Board of Directors proposes to pursue the potential offering pursuant to the provisions of the Bank's Bye-laws and the General Mandate approved by the Bank’s shareholders at the Bank's 2016 Annual General Meeting, which authorise the Board to issue all of the authorised but unissued ordinary share capital of the Bank to such persons at such times, and upon such conditions as the Board of Directors may determine.
Goldman Sachs, Citigroup and Sandler O’Neill + Partners, L.P. are acting as joint book-running managers for the proposed offering, and Keefe, Bruyette & Woods, A Stifel Company, Raymond James & Associates, Inc. and Wells Fargo Securities are acting as co-managers for the proposed offering.
The proposed offering will be made only by means of a prospectus filed with the SEC. This announcement does not constitute a prospectus and is not an offer to buyany securities of Butterfield nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A registration statement (including a prospectus) relating the ordinary voting shares has been filed with the SEC, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Before you invest, you should read the prospectus in that registration statement for more complete information about Butterfield and the proposed offering. Copies of the prospectus, when available, may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov. or by contacting: Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone:
1-866-471-2526, facsimile: 212-902-9316, or e-mail: prospectus-ny@ny.email.gs.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone:
1-800-831-9146; Sandler O’Neill & Partners, L.P., by telephone: 1-866-805-4128, or e-mail: syndicate@sandleroneill.com.
The F-1and the related prospectus will also be filed with the BSX.
-ENDS-
Forward-Looking Statements
This news release contains forward-looking statements, including with respect to the proposed initial public offering. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intend," "plan," and "will" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking statement made by Butterfield in this news release speaks only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for Butterfield to predict these events or how they may affect it. Butterfield does not intend to update any forward-looking statements after the date hereof, except as required by law.
About Butterfield:
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 and the Cayman Islands, encompassing retail and corporate banking and treasury activities. Butterfield also provides various property lending, private banking, asset management and personal trust services from its headquarters in Bermuda and subsidiary offices in the Cayman Islands, Guernsey and the United Kingdom. In Switzerland and The Bahamas, Butterfield provides personal trust and company services.
Media Relations Contact:
Mark Johnson
Vice President, Group Head of Communications
The Bank of N.T. Butterfield & Son Limited
Phone: (441) 299 1624
Cellular: (441) 524 1025
Fax: (441) 295 3878