TDB – Acquisition

On November 22, 2000 TDB entered into an agreement for exchange of shares with First Life Insurance of TDB to acquire the whole of the issued share capital of Pan-Caribbean Merchant Bank Ltd. by way of an exchange of shares. The exchange will be made on the basis of 1.00774641 ordinary shares in TDB for each PCMB shares, whether ordinary or preference. This agreement is subject to the approval of the Minister of Finance & Planning.

This transaction will necessitate the issue by TDB of an additional 140.6 million shares. Approval will be sought from shareholders of TDB to increase the existing authorised share capital of TDB from $120 million to $260.6 million by the creation of 140.6 ordinary shares of $1.00 each (“the New TDB Shares) and, notwithstanding the existing shareholders the right of pre-emption to issue the new TDB shares to First Life pursuant to the abovementioned exchange of shares.

The extra-ordinary general meeting of TDB is proposed to be held on January 18, 2001.

The new TDB shares shall comprise 55% of TDB’s total issued share capital existing immediately after the new TDB shares are issued and when added to the current 29% shareholding of First Life in TDb will aggregate 68% of TDB’s total issued share capital immediately after the new TDB shares are issued.