NORMANDY LIMITED - MERGER WITH CARIBBEAN INVESTMENT HOLDINGS LIMITED

Hamilton, Bermuda 05 June 2020 - In a filing with the Bermuda Stock Exchange (“BSX”), Normandy Limited ("Normandy", the "Company”; Ticker: NORL.BH), announces merger with Caribbean Investment Holdings Limited.  The filing stated:

NORMANDY LIMITED - MERGER WITH CARIBBEAN INVESTMENT HOLDINGS LIMITED

HAMILTON, Bermuda – 5 June 2020 – Following a filing with the Bermuda Stock Exchange (“BSX”) dated 5 June 2020, Normandy Limited (“Normandy”, Ticker: NORL.BH), today announces that agreement has been reached on the terms of the proposed acquisition of the entire issued share capital of Normandy by Caribbean Investment Holdings Limited, a business company incorporated in the British Virgin Islands under the BVI Companies Act 2004 (as amended) with registered number 2035271 (“CIHL”). The shares of CIHL are admitted for trading on the Alternative Investment Market of the London Stock Exchange (“AIM”) and on the BSX, with AIM recognized as the primary exchange. The acquisition will be implemented pursuant to the terms of the Merger. It is anticipated that the Merger will become effective on or around 9 June 2020 (the "Effective Date").

Completion of the Merger is conditional on the Plan of Merger being filed first with the BVI Registrar of Corporate Affairs, which will occur once Normandy and CIHL have received approval from the BSX for the Normandy Delisting, and approval from AIM and the BSX for the admission of the New CIHL Shares to trading on AIM and the BSX. CIHL Shares will continue to be admitted to trading on AIM and the BSX following the Merger.

Normandy will make this announcement and the Plan of Merger available to shareholders. In addition, as Normandy does not have its own website in the context of the Merger CIHL has agreed to host documents for Normandy shareholders to review in connection with the Merger at https://www.cihltd.co/investor-centre/aim-rule-26.

THE MERGER

The acquisition of Normandy will be implemented pursuant to the terms of the Merger as set out in the Plan of Merger.

Following completion of the Merger, Normandy Shareholders will collectively hold up to 35,774,443 New CIHL Shares equivalent to approximately 36.1 per cent. of the existing issued share capital of CIHL and approximately 26.6 per cent. of the Enlarged CIHL Share Capital. The balance of 98,967,443 CIHL Shares, equivalent to approximately 73.4 per cent.of the Enlarged CIHL Share Capital, will be held collectively by the Existing CIHL Shareholders.

Lord Ashcroft, KCMG PC holds approximately 82.78 per cent. of the current issued share capital of Normandy and approximately 78.33 per cent. of the current issued share capital of CIHL and will hold approximately 79.5 per cent. of the Enlarged CIHL Share Capital following completion of the Merger.

By way of consideration for the Merger, Normandy Shareholders will be allotted and issued 2 New CIHL Shares for every 11 Normandy Shares (being registered in their name as at 5p.m. BVI time) on the Record Date.

Assuming completion of the Merger, the Merger values each Normandy Share at 67.90 pence and the existing issued share capital of Normandy at approximately £13.58 million in aggregate. This represents the approximate net asset value of each Normandy share based on the closing balance sheet of Normandy as at March 31, 2019.

New CIHL Shares will be issued credited as fully paid to Normandy shareholders and will rank pari passu in all respects with the CIHL Shares in issue at the time that the New CIHL Shares are allotted and issued, including the right to receive and retain dividends and other distributions declared, made or paid after the Effective Date.  Application will be made for the New CIHL Shares to be admitted to AIM and the BSX, and admission is expected to take place on or about 10 June 2020. 

Normandy Shareholders have the right to dissent to the Merger. The dissenting Normandy Shareholders may within one month of receipt of the written resolutions for signing apply to the Bermuda Court to appraise the fair value of their shares.  However, the only remedy for the dissenting shareholders is to be paid the fair value for their Normandy Shares.

TERMS OF THE MERGER

The Merger will be effected under the Bermuda Companies Act 1981 (as amended) (the "Bermuda Act") and the BVI Companies Act 2004 (as amended) and it is anticipated that the Merger will become effective on the Effective Date.

The Merger is conditional on the Normandy Delisting becoming effective on the Effective Date. If the Normandy Delisting does not become effective on the Effective Date, the Plan of Merger will not be filed with the BVI Registrar of Companies on the anticipated Effective Date.

The Plan of Merger was approved by written resolution of the majority shareholder of Normandy on 4 June 2020. The Merger was also approved by written resolution of the majority shareholder of CIHL on 4 June 2020.

Subject to completion of the Merger, it is expected that on or about 10 June 2020, the New CIHL Shares will be admitted to trading on AIM and the BSX and that dealings in the New CIHL Shares will commence on that date.

REASONS FOR THE MERGER

Normandy has previously stated that among its objectives is the maximising of shareholder value. The Normandy directors believe that the Merger offers shareholders fair value for their Normandy holding and offers them the opportunity to hold stock in the more liquid CIHL.

FRACTIONAL ENTITLEMENTS TO CIHL SHARES

Normandy Shareholders may be left with a fractional entitlement to New CIHL Shares under the Merger. All fractional entitlements to New CIHL Shares will be rounded down to the nearest whole share for the purposes of calculating each Normandy Shareholder's entitlement to New CIHL Shares. The Board of Normandy believes that the Merger and subsequent Normandy Delisting are in the best interest of the shareholders of Normandy.

NORMANDY DELISTING

As noted above, the Merger is conditional on the Plan of Merger being filed with the BVI Registrar of Companies and Bermuda Registrar of Companies, which will occur once CIHL and Normandy have received approval from the Bermuda Stock Exchange for the cancellation of admission to trading on the BSX of the Normandy Shares, and approval from AIM and the BSX for the admission of the New CIHL Shares to trading on AIM and the BSX. Accordingly, Normandy has requested the BSX suspend trading in Normandy’s ordinary shares effective at the market opening on 5 June, 2020 in anticipation of the delisting of such shares of Normandy on or about 9 June, 2020.. The BSX has already pre-cleared the use of written resolutions pursuant to Regulation 2.31(2)(ii) of the BSX Listing Regulations.

Lord Ashcroft, KCMG PC, the majority shareholder in Normandy, has already voted to approve the Merger.  Consequently, the approval of the Normandy Resolution by the requisite majority has already been determined.

For further information contact:

Normandy Limited

Victoria Place

5^th Floor

31 Victoria Street

Hamilton HM10

Bermuda

Attention: Company Secretary

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