Butterfield files for proposed IPO in US
Butterfield Bank has filed for a proposed initial public offering of up to $100 million to place its ordinary voting shares on the New York Stock Exchange.
It is to ask shareholders to vote on the proposal, which calls for a ten-for-one reverse share split, whereby existing shareholders will receive one share for every ten they currently hold.
The reverse share split is necessary for the bank to meet the NYSE listing rules that require securities to have an initial trading price of at least $4 per share.
The total size of the IPO is not known, however the proposed maximum aggregate offering price is $100 million, according to a form filed with the Securities and Exchanges Commission.
Butterfield's ordinary shares currently trade on The Royal Gazette/BSX Index, and improved by three cents to $1.68 today before news of the proposed IPO was released.
The bank said it intends to keep its shares listed on the local exchange in addition to the proposed New York listing.
Butterfield Bank is to hold a special general meeting of shareholders on August 30. The meeting will present shareholders with the two proposals being put forward by the bank “in contemplation of a New York Stock Exchange listing of the bank's voting ordinary shares”.
Both proposals will be voted on. The first is for the ten-for-one reverse share split, while the second calls for amendments to the bank's by-laws that will, among other things, address changes in the Companies Act 1981.
The meeting will be held at the Hamilton Princess.
In a statement, the bank said: “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 by-laws and the general mandate approved by the bank's shareholders at the Bank's 2016 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.
“The proposed offering will be made only by means of a prospectus filed with the SEC.
The statement continued: “This announcement does not constitute a prospectus and is not an offer to buy any 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.”
The bank said a registration statement, including a prospectus, relating the ordinary voting shares has been filed with the SEC, but has not yet become effective.