AIM Schedule One - Caribbean Investment Holdings Ltd (7099J)

TIDMCIHL

RNS Number : 7099J

AIM

15 April 2020

 
      ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
         IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ( 
                               " AIM RULES") 
 
 COMPANY NAME: 
 
   Caribbean Investment Holdings Limited (the " Company " or " 
   CIHL " ) 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 
   Existing registered office: 
 
   212 North Front Street 
   P.O. Box 1764 
   Belize City 
   Belize 
   Central America 
 
 
   New registered office following change of jurisdiction of incorporation 
   to British Virgin Islands: 
 
   Craigmuir Chambers 
   Road Town 
   Tortola 
   VG1110 
   British Virgin Islands 
 
 
   New trading address following change of jurisdiction of incorporation 
   to British Virgin Islands: 
 
   101 Governors Road 
   Leeward 
   Providenciales 
   Turks and Caicos Islands 
   British West Indies 
 COUNTRY OF INCORPORATION: 
 
   Existing country of incorporation is Belize. Country of incorporation 
   following change of jurisdiction of incorporation will be British 
   Virgin Islands 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
   https://www.cihltd.co/investor-centre/aim-rule-26 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
 
   Caribbean Investment Holdings Limited is a company incorporated 
   in Belize under the International Business Companies Act of 
   Belize. CIHL primarily operates financial services businesses 
   through its subsidiaries The Belize Bank Limited and Belize 
   Bank International Limited, both located in Belize and international 
   corporate services through Belize Corporate Services Limited. 
 
   CIHL owns the largest full service commercial and retail banking 
   operation in Belize. The Company's strategy is to respond to 
   the needs of its diverse client base by providing flexible, 
   cost-effective and innovative service solutions that allow 
   them to run their businesses more efficiently. 
   Its main country of operation is Belize. 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
 
   The Company has 103,264,000 ordinary shares in issue of no 
   par value, including 4,296,557 treasury shares. 18,795,345 
   of the Company's ordinary shares are represented by depositary 
   interests. 
 
   Accordingly, the Company will admit 18,795,345 depositary interests 
   to trading on AIM 
 
   There are no restrictions on the transfer of securities. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 
   None 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   80.43% 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE ADMITTED OR TRADED: 
 
   CIHL shares are also traded on the Bermuda Stock Exchange 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
 
   Peter Gaze , Chairman and Non-Executive Director 
   Euric Bobb , Deputy Chairman and Non-Executive Director 
   Geraldine Davis-Young , Non-Executive Director 
   Lyndon Guiseppi , Chief Executive Officer 
   Ydahlia Metzgen , Non-Executive Director 
   Philip Osborne , Director and Company Secretary 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
  Significant Shareholders        Percentage Holdings 
   Lord Michael Ashcroft KCMG PC   75.07% 
   ==============================  =================== 
 
   Link Market Trustees (Nominees) Limited. 18.21% 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 
   None 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
 
        (i) 31 March 
        (ii) N/A - no admission document 
        (iii) 30 September 2020, 31 December 2020, 30 September 2021 
 EXPECTED ADMISSION DATE: 
 
   28 April 2020 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   Cenkos Securities plc 
   6.7.8. Tokenhouse Yard 
   London 
   EC2R 7AS 
 NAME AND ADDRESS OF BROKER: 
 
   Cenkos Securities plc 
   6.7.8. Tokenhouse Yard 
   London 
   EC2R 7AS 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
 
   https://www.cihltd.co/investor-centre/aim-rule-26 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 
   Quoted Companies Alliance ("QCA") Corporate Governance Code 
 DATE OF NOTIFICATION: 
 15 April 2020 
 NEW/ UPDATE: 
 New 
 QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: 
 
 THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S 
  SECURITIES HAVE BEEN TRADED: 
 
   London Stock Exchange AIM market 
 THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO 
  TRADED: 
 
   23 April 2007 
 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT 
  HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED 
  IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS 
  OF WHERE THERE HAS BEEN ANY BREACH: 
 
   Confirmed 
 AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS 
  WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS 
  (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: 
 https://www.cihltd.co/investor-centre/rns-news 
 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  STRATEGY: 
 
   The Company's strategy is to continue to respond to the needs 
   of its diverse client base by providing flexible, cost-effective 
   and innovative service solutions that allow them to run their 
   businesses more efficiently. 
 A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING 
  POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END 
  OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE 
  BEEN PUBLISHED: 
 
   The Company announced on 2 April 2020 that the COVID-19 pandemic 
   is causing significant uncertainty within global banking markets 
   including the Caribbean and Belize. Accordingly the Board of 
   CIHL announced that it had decided not to a pay a final dividend 
   for the year ended 31 March 2020. It was announced that the 
   Board would review its dividend policy for the current fiscal 
   year once banking markets have returned to a more stable state. 
 A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON 
  TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS 
  GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM 
  THE DATE OF ITS ADMISSION: 
 
   The Directors of the Company confirm that they have no reason 
   to believe that the working capital available to the Group 
   will not be sufficient for at least 12 months following the 
   date of Admission. 
 DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE 
  AIM RULES: 
 
   None 
 A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANTÕS 
  SECURITIES: 
 
   Securities to be settled in CREST via Depository Interests 
 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S 
  SECURITIES: 
 
   https://www.cihltd.co/investor-centre/aim-rule-26 
 INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT 
  WHICH IS NOT CURRENTLY PUBLIC: 
 
   None 
 A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST 
  ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR 
  END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM 
  RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN 
  ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM 
  RULE 19: 
 
   https://www.cihltd.co/results-reports 
   and 
   https://www.cihltd.co/results-reports 
 THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 
 
 
   The Company has 4,296,557 ordinary shares of no par value in 
   treasury. 
 

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April 15, 2020 05:00 ET (09:00 GMT)