I have to admit it was with some dismay when I learned Cayman National Bank had received an unsolicited potential offer from Republic Bank Trinidad and Tobago that is based in Barbados

The Press Release from CNB:

Possible Partial Offer for Cayman National Corporation Ltd. (Cayman National) by Republic Bank Trinidad and Tobago (Barbados) Limited (RBTTBL)

Download Press Release as a PDF.

The Board of Cayman National has received an unsolicited proposal from RBTTBL (a wholly-owned subsidiary of Republic Financial Holdings Limited) to acquire a minimum of 51% and up to 74.99% of the issued shares of Cayman National by way of a tender offer to Cayman National shareholders

If a Definitive Agreement is entered into, an Offer Circular containing further information on the Possible Offer, a Cayman National Directors’ Circular pursuant to the Offer Circular and a Notice of Extraordinary General Meeting will be distributed to Cayman National shareholders

Cayman National shareholders are advised to exercise caution in dealing with their shares and to take no action at this time in connection with the Possible Offer

George Town, Cayman Islands: The Board of Cayman National (CSX:CNC) KY has received an unsolicited proposal from RBTTBL to acquire a minimum of 51% and up to 74.99% of the ordinary shares of Cayman National by way of a tender offer to Cayman National shareholders (the Possible Offer). The terms of the Possible Offer contemplate an indicative price of between US$6.00 to US$6.75 per Cayman National share which represents a premium of between US$3.00 to US$3.75 per Cayman National share as compared to the closing price of US$3.00 per Cayman National share on 3 August 2018 (being the last trading date before the date of the announcement of the Possible Offer on the Cayman Islands Stock Exchange).

The Board of Cayman National notes that there is no certainty that the Possible Offer will be made to Cayman National shareholders. The Possible Offer remains subject to several conditions, including (among others):

completion of due diligence by RBTTBL;

final approval by the Board of RBTTBL;

recommendation by the Board of CNC for the Possible Offer; and

execution of satisfactory definitive documentation customary for a transaction of this nature (the Definitive Agreement).

Even if the Possible Offer is made to Cayman National shareholders, the consummation of the transaction pursuant to the terms of the Definitive Agreement shall be subject to further conditions including, without limitation, a 51% minimum acceptance level and receipt of necessary government, regulatory and shareholder approvals. Ernst & Young, being the external auditor of RBTTBL and Republic Financial Holdings Limited (RFHL), has provided confirmation that sufficient financial resources are available to RFHL to satisfy the total consideration payable by RBTTBL upon full acceptance of the Possible Offer.

The Board of Cayman National has determined that it is in the interests of Cayman National’s shareholders to engage with RBTTBL in connection with the Possible Offer, and the directors are considering their response to the Possible Offer. If a Definitive Agreement is entered into, further announcement will be made and an Offer Circular containing additional information on the Possible Offer and Definitive Agreement, Cayman National Directors’ Circular pursuant to the Offer Circular and a Notice of Extraordinary General Meeting will be distributed to Cayman National shareholders.

Cayman National shareholders are advised to TAKE NO ACTION in relation to the Possible Offer until further announcement is made and formal documentation is distributed.

Cayman National will keep shareholders fully informed of any further material developments and a further announcement will be made as appropriate.

This announcement has been made with the consent of RBTTBL. RBTTBL does not currently hold any shares in Cayman National (i) which RBTTBL owns or over which it has control, (ii) which is owned or controlled by any person acting in concert with RBTTBL or in which respect of which RBTTBL has received an irrevocable commitment to accept the Possible Offer, (iii) in respect of which RBTTBL holds an option to purchase, and (iv) in respect of which any person acting in concert with RBTTBL holds an offer to purchase. No arrangement exists with RBTTBL, with Cayman National or with any person acting in concert with RBTTBL or Cayman National in relation to relevant shares.

Deloitte is acting as independent financial advisor, and Ogier is acting as legal advisor, to Cayman National in connection with the Possible Offer.

Walkers is acting as legal advisor to RBTTBL in connection with the Possible Offer.

This announcement is made pursuant to the Cayman Islands Stock Exchange Code on Takeovers and Mergers and Rules Governing Substantial Acquisitions of Shares.

END

Now a petition has commenced to urge CNB not to sell.

The petition says:

We, the undersigned individuals, would like to advise the majority shareholders, board of directors and management of Cayman National Bank (CNB) that we DO NOT SUPPORT the majority acquisition of the ONLY remaining Caymanian bank to Republic Bank Trinidad and Tobago (Barbados) Limited (RBTTBL).

We wish to advise the bank that should a decision be made to sell there will be far reaching implications including many current account holders moving their assets from CNB to another institution as a means of protest.

END

If you want to sign this petition go to: https://www.ipetitions.com/petition/protest-foreign-acquisition-of-cayman-national

There has been a big backlash on social media and postings on Cayman’s media sites against CNB being sold. Many customers have said they will remove their accounts.

At the moment I doubt whether the Bank will be sold. If it is, I expect there will be a a huge withdrawal of funds by their local customers.