Butterfield Bank Files For Proposed IPO In U.S.

August 4, 2016

In a filing with the Bermuda Stock Exchange, the Bank of Butterfield announced that it has “filed a Registration Statement on Form F-1 with the United States Securities and Exchange Commission [SEC] relating to the proposed initial public offering in the United States of the Bank’s ordinary voting shares.”

The filing stated,”"The Bank has applied to list the ordinary voting shares on the New York Stock Exchange [NYSE] under the ticker symbol “NTB”. Butterfield ordinary voting shares are currently listed and currently trade on the Bermuda Stock Exchange [BSX] under the symbol NTB. The Bank intends to maintain the BSX listing in addition to the proposed NYSE listing.

“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 Bye-laws and the General Mandate approved by the Bank’s shareholders at the Bank’s 2016 Annual 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.

“Goldman Sachs, Citigroup and Sandler O’Neill + Partners, L.P. are acting as joint book-running managers for the proposed offering, and Keefe, Bruyette & Woods, A Stifel Company, Raymond James & Associates, Inc. and Wells Fargo Securities are acting as co-managers for the proposed offering.

“The F-1and the related prospectus will also be filed with the BSX.”

In another filing with the BSX, the Bank also announced that it will hold a Special General Meeting of shareholders at which “two proposals being put forth by Butterfield in contemplation of a New York Stock Exchange listing of the Bank’s voting ordinary shares will be voted upon.”

The filing stated, “The first proposal calls for a ten-for-one “reverse share split” through which existing shareholders will receive one share for every ten shares currently held. The proposed reverse share split would enable Butterfield to meet NYSE listing rules that require listed securities to have an initial trading price of at least US$4.00 per share.

“The second proposal calls for amendments to the Bank’s Bye-laws that will, among other things, address changes in the Companies Act 1981.

“The Special General Meeting of shareholders will be held at 4:00 p.m. on Tuesday, 30 August 2016 at the Hamilton Princess and Beach Club, 76 Pitts Bay Road, Pembroke HM 08, Bermuda.

“A Notice of Special General Meeting containing complete details of the proposed reverse share split and Bye-law amendments, as well as proxy documents, will be mailed directly to ordinary shareholders of record as at 25 July 2016.”

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Comments (7)

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  1. Amit says:

    This bank is continously growing and if it comes uo with ipo its pricing strategy will be important looking at current market situation.

  2. William says:

    I take it then…you are no longer indigenous,……….

    No wonder…. We had to pay plps’debt somehow……

    See what you have done plp?!!!!!!!

    • David says:

      The PLP sold out our children’s children’s future, however, they are NOT to blame for what happened at Butterfield. The bank got caught up in the subprime mortgage mess and (its shareholders) paid a hefty price.

      Remember William, no one individual, company or political party has a monopoly on ineptitude.

  3. Vote for Me says:

    An interesting development. Clarien will soon be able to advertise as ‘Bermuda’s only local bank’

    • Just the Tip says:

      except when they want to get rid of staff.

      This also doesn’t mean Butterfield is not going to be a local bank where would you get that idea.

  4. Andrew says:

    How did they arrive at the 10 for 1 split? Sounds like a bad deal for us common share holders.