Offer to Purchase Shares – Eppley Caribbean Property Fund Limited SCC
27th January 2023
Directors’ Circular for Eppley Caribbean Property Fund Limited SCC
27th January 2023
Notice to Shareholders of Eppley Caribbean Property Fund Limited SCC
27th January 2023
Frequently Asked Questions
What are the key points of the tender offer?
Eppley Fund Managers Limited (“EFM”), a wholly owned subsidiary of Eppley Limited, is launching a tender offer to purchase shares of the Eppley Caribbean Property Fund Limited SCC – Development Fund (the “Shares”).
EFM is offering to purchase a minimum of 20% and up to a maximum of 60% of the Development Fund shares at a price of $0.21 Barbados Dollars per share (the “Offer Price”).
The Offer Price represents a 24% premium to the unaffected share price of $0.17 Barbados Dollars on the trading day immediately preceding the public announcement of the offer and a 34% premium to the average share price of the Development Fund shares over the last 12- months.
The offer will be open for acceptance by Development Fund shareholders from January 27, 2023 until 3:00 p.m. (Barbados time) on March 27, 2023.
Why is Eppley Fund Manager’s tendering for the shares?
Tendering for the shares accomplishes two objectives. Firstly, it provides shareholders seeking liquidity with the opportunity to monetize their shares in an otherwise thinly traded market. Secondly, it unlocks value for remaining shareholders that share EFM’s view of the quality and value of the Development Fund’s underlying real estate portfolio.
Why should I tender my shares?
The offer represents an opportunity to sell shares at a 24% premium to the unaffected share price of $0.17 Barbados Dollars on the trading day immediately preceding the public announcement of the offer and a 34% premium to the average share price of the Development Fund shares over the last 12-months. Historically, the Development Fund shares have traded on thin volume. The offer will be attractive for shareholders seeking liquidity and a high sale price relative to recent trading prices.
How do I tender?
Complete the “Form of Acceptance” found on pages 36 to 39 of the Offer document as well as the “Transfer Form” found on page 40 of the Offer document. Please read and follow carefully the “Instructions Regarding the Completion and Lodging of Forms of Acceptance in Respect of the Offer” on page 33 and the “Shareholder Identification Checklist” on page 35. The completed forms together with the required shareholder identification should be deposited in sealed envelopes to any CIBC FirstCaribbean International Bank Branch and addressed to the following:
The Dealer Manager
FirstCaribbean International Bank (Barbados) Limited Wealth Management
First Floor, Michael Mansoor Building, Warrens, St. Michael Attention: Ms. Beverley Walters
What is the deadline for tendering?
The deadline for tendering is 3:00 p.m. Barbados time on March 27, 2023.
How much will I get paid if I do?
You will receive a price of $0.21 Barbados Dollars per share tendered.
When and how will I receive the proceeds?
Upon the terms and subject to the conditions of the offer, EFM will take up and pay for all Shares duly and validly deposited under the offer as soon as reasonably possible and in any event not later than thirty (30) days following March 27, 2023.
Each shareholder who has validly deposited Shares under the offer will be paid by EFM directly or through the Dealer Manager by:
a) In the case of payments less than BB$1 million, via cheques or payments to the account(s) stated by the shareholder in the Letter of Acceptance; and
b) In the case of payments in an amount equal to or greater than BB$1 million by telegraphic transfer of funds to the account stated by the shareholder in the Letter of Acceptance.
Can I participate if I’m not a Barbadian shareholder?
Yes. Shares listed on the Trinidad and Tobago Stock Exchange (“TTSE”) can be tendered and the transfer effected in accordance with the rules of the TTSE.
Will the management of the Fund change as a result of the tender?
EFM already controls the management of the Development Fund by virtue of its ownership of 100% of the common shares issued by the Eppley Caribbean Property Fund Limited SCC. As a result, the outcome of the offer will not result in a change of the Development Fund’s management or strategy. EFM will continue to execute its current strategy of divesting the Development Fund’s real estate assets at or above carrying value irrespective of the outcome of the offer.
10. What will happen with the Fund after the tender? As mentioned, EFM will continue to execute its current strategy of divesting the Development Fund’s real estate assets at or above carrying value irrespective of the outcome of the offer.
Will the Fund be delisted as result of the tender?
EFM does not intend to de-list the Shares from the Barbados Stock Exchange (“BSE”) irrespective of the outcome of the offer
What happens if I do not accept the Offer?
Nothing. EFM will continue to execute its current strategy and the shares will continue to be listed on the BSE irrespective of the outcome of the offer.
Where can I find historical share price information?
Historical share price information can be found on the BSE website. The Shares trade under the symbol “CPFD”.
What currency will I receive if I tender my shares?
Barbadian resident shareholders will receive Barbadian dollars. All other shareholders non-resident in Barbados will receive US dollars.
Who can I contact if I have any additional questions regarding the Offer or tendering my shares?
Please contact the Dealer Manager, CIBC FirstCaribbean as follows:
Name: Ms. Beverley Walters Telephone: +1 (246) 467-8735 Mobile: +1 (246) 233 4107