FirstCaribbean International Bank Limited

Headnote

Subsection 74(1) -- Application for exemption from prospectus requirement in connection with first trade of shares of issuer through exchange or market outside of Canada or to person or company outside of Canada -- issuer not a reporting issuer in any jurisdiction in Canada -- conditions of the exemption in section 2.14 of National Instrument 45-102 Resale of Securities not satisfied as residents of Canada own more than 10% of the total number of shares -- relief granted subject to conditions, including at the date of the trade, the issuer is not a reporting issuer in any jurisdiction of Canada where that concept exists, the trade is made through an exchange or market outside of Canada or to a person or company outside of Canada.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53, 74(1).

National Instrument 45-102 Resale of Securities, s. 2.14.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED (THE "ACT") AND IN THE MATTER OF FIRSTCARIBBEAN INTERNATIONAL BANK LIMITED (the "Issuer")

ORDER

Background

The Ontario Securities Commission (the "Commission") has received an application from the Issuer for an exemption under section 74(1) of the Act from the prospectus requirement set forth in section 53 of the Act in connection with the first trades of common shares of the Issuer to be distributed to the Ontario Investors (as defined below) in connection with the Offering (as defined below) (the "Requested Relief").

Interpretation

Terms defined in the Act and in National Instrument 14-101 Definitions have the same meaning if used in this ruling, unless otherwise defined.

Representations

This order is based on the following facts represented by the Issuer:

1. The Issuer was incorporated under the laws of Barbados on September 20, 2002 and is registered as a reporting issuer under the Barbados Securities Act. The Issuer's principal and executive offices are located at The Michael Mansoor Building, Warrens, Saint Michael, Barbados BB22026.

2. As of April 17, 2018, the Issuer's authorized share capital is comprised of: (i) an unlimited number of shares designated as common shares (the "Common Shares"), (ii) an unlimited number of shares designated as non-voting Class A shares, and (iii) 180,000,000 shares designated as preference shares. As of the date hereof, there are 1,577,094,570 Common Shares, no non-voting Class A shares and no preference shares issued and outstanding.

3. In December 2006, subsidiaries of Canadian Imperial Bank of Commerce ("CIBC") purchased 43.7% of the common shares of the Issuer from subsidiaries of Barclays Bank. Subsidiaries of CIBC acquired additional Common Shares in early 2007 following which CIBC's affiliates owned approximately 92% of the Common Shares.

4. The Issuer is not a reporting issuer in any province or territory of Canada and is not an "offering corporation" under the Business Corporations Act (Ontario). The Issuer's securities are not listed or posted for trading on any exchange or market in Canada. The Issuer has no present intention of listing its Common Shares on any Canadian stock exchange or of becoming a reporting issuer under any Canadian securities legislation.

5. CIBC is a diversified financial institution governed by the Bank Act (Canada). CIBC's registered and head office is located at Commerce Court, Toronto, Ontario, Canada M5L 1A2.

6. CIBC is a reporting issuer under the securities legislation of each of the provinces and territories of Canada. CIBC is not in default of any Canadian securities legislation.

7. On or about April 24, 2018, CIBC, through a wholly-owned subsidiary, CIBC Investments (Cayman) Limited ("CICL"), proposes to distribute Common Shares in multiple jurisdictions, including pursuant to a prospectus-exempt offering in Ontario, in accordance with all applicable laws (the "Offering").

8. The Issuer has received approval to list the Common Shares for trading on the New York Stock Exchange (the "NYSE"), under the symbol "FCI".

9. Prior to the closing of the Offering, the Issuer intends to effect a reverse share split of the Common Shares at a rate of 30-1. Prior to the closing of the Offering and after giving effect to the reverse share split, CIBC will beneficially own 48,190,841 Common Shares (91.67%).

10. The Common Shares are currently listed on the domestic securities exchange of the Barbados Stock Exchange, Inc. (the "Barbados Stock Exchange") and the Trinidad and Tobago Stock Exchange Limited (the "Trinidad and Tobago Stock Exchange"). The Issuer has applied to delist the Common Shares from the Trinidad and Tobago Stock Exchange and intends to complete the delisting process as soon as practical after the completion of the Offering. The Issuer also intends to delist the Common Shares from the local exchange of the Barbados Stock Exchange and concurrently relist them on the International Securities Market of the Barbados Stock Exchange (the "ISM").

11. As part of the Offering, CIBC, through CICL, will extend the opportunity to purchase Common Shares to a very limited number of accredited investors (the "Ontario Investors"), each an "accredited investor" as defined in section 73.3 of the Act, (the "Canadian Offering Shares"). The Ontario Investors will also constitute "permitted clients" as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

12. It is expected that upon completion of the Offering, residents of Canada will not represent more than 10% of the total number of both beneficial owners, directly or indirectly, and registered owners of Common Shares of the Issuer.

13. It is expected that upon completion of the Offering, the Canadian Offering Shares will not constitute more than 10% of the issued and outstanding Common Shares. However, when aggregated with the Common Shares held by CIBC, indirectly through CICL, the total number of Common Shares held directly or indirectly by resident Canadians will exceed 10% of the issued and outstanding Common Shares.

14. Specifically, it is expected that CIBC will, indirectly through CICL, own approximately 73.41% of the outstanding Common Shares (or approximately 70.67% if the underwriters' option to purchase additional Common Shares is exercised in full) upon completion of the Offering.

15. On the date that the Canadian Offering Shares are distributed to the Ontario Investors (the "Distribution Date"), after giving effect to the Offering, the Canadian Offering Shares will not constitute more than 10% of the Public Float (defined as the issued and outstanding Common Shares of the Issuer on the Distribution Date after giving effect to the Offering and deducting the Common Shares owned by CICL).

16. CICL will agree with the underwriters involved in the Offering not to transfer the Common Shares held by it following the Offering, for a period of 180 days, without their prior consent, subject to certain exceptions.

17. The Canadian Offering Shares will be distributed to the Ontario Investors pursuant to the accredited investor exemption in section 73.3 of the Act. In the absence of an order granting relief, the first trades in Canadian Offering Shares will be deemed distributions pursuant to section 2.6 of National Instrument 45-102 Resale of Securities ("NI 45-102").

18. On the date on which Common Shares will be distributed to the Ontario Investors, the Issuer will not be a reporting issuer in any jurisdiction of Canada.

19. Subsection 2.14(1) of NI 45-102 provides an exemption from the prospectus requirement for the first trade in securities of a non-reporting issuer distributed under a prospectus exemption. Specifically, subsection 2.14(1) states that the prospectus requirement does not apply to the first trade of a security distributed under an exemption from the prospectus requirement if:

(a) the issuer of the security:

(i) was not a reporting issuer in any jurisdiction of Canada at the distribution date; or

(ii) is not a reporting issuer in any jurisdiction of Canada at the date of the trade;

(b) at the distribution date, after giving effect to the issue of the security and any other securities of the same class or series that were issued at the same time as or as part of the same distribution as the security, residents of Canada:

(i) did not own directly or indirectly more than 10 percent of the outstanding securities of the class or series; and

(ii) did not represent in number more than 10 percent of the total number of owners directly or indirectly of securities of the class or series; and

(c) the trade is made:

(i) through an exchange, or a market, outside of Canada; or

(ii) to a person or company outside of Canada.

20. The prospectus exemption in subsection 2.14(1) of NI 45-102 will not be available to Ontario Investors with respect to their first trade in the Canadian Offering Shares, because, on the Distribution Date, CIBC, a resident of Canada, indirectly through CICL, and the Ontario Investors collectively will own more than 10% of the outstanding Common Shares, preventing the condition in subparagraph (1)(b)(i) from being satisfied. Other than the condition in subparagraph 2.14(1)(b)(i), the conditions of subsection 2.14(1) would be satisfied to allow the first trade of the Canadian Offering Shares by the Ontario Investors in compliance with the prospectus exemption.

21. No market for the Common Shares exists in Canada and none is expected to develop as a result of or following the Offering. The Common Shares will be offered primarily outside of Canada with no more than 10% of the Public Float being held by the Ontario Investors immediately after giving effect to the Offering. The market for the Common Shares will be outside of Canada and primarily in the United States as a result of the NYSE listing. The Common Shares will also be listed on the ISM. It is expected that any resale of the Common Shares by the Ontario Investors will be effected through an exchange or market outside of Canada (including the facilities of the NYSE or the ISM) or to a person or company outside of Canada.

22. The Issuer's Canadian shareholder base is de minimis when CIBC's indirect ownership is excluded. Prior to the Offering, residents of Canada, other than CIBC, did not own, directly or indirectly, more than a de minimis number of Common Shares.

23. The Issuer, in addition to having a de minimis Canadian shareholder base when CIBC's indirect ownership is excluded, has a de minimis connection to Canada. The Issuer: (i) does not have any Canadian operating subsidiaries; (ii) has no assets in Canada; and (iii) does not derive any of its revenue from Canada.

24. The Issuer is not incorporated or organized under the laws of Canada, or a jurisdiction of Canada, the Issuer does not have its head office in Canada, and the majority of the executive officers and the majority of the directors of the Issuer will not ordinarily reside in Canada on the Distribution Date.

25. The Issuer will be subject to the reporting and disclosure obligations of the Securities Exchange Act of 1934 and the NYSE rules and regulations. Holders of Canadian Offering Shares will receive copies of all shareholder materials provided to all other holders of the Common Shares, in accordance with applicable law, and will also have general access to such materials on EDGAR.

26. The registration statement submitted to the SEC provides for sales in additional international jurisdictions to persons similar to accredited investors, including investors in the European Economic Area, United Kingdom, Hong Kong, Singapore, Japan, Barbados, Australia and Switzerland. It is expected that investors in those jurisdictions will be permitted to resell their Common Shares on the NYSE.

Order

The Commission is satisfied that the decision meets the test set out in subsection 74(1) of the Act.

The order of the Commission under subsection 74(1) of the Act is that the Requested Relief is granted provided that:

(a) on the Distribution Date, after giving effect to the Offering, the Canadian Offering Shares will not constitute more than 10% of the Public Float;

(b) on the Distribution Date, after giving effect to the Offering, residents of Canada will not represent in number more than 10% of the total number of both beneficial owners, directly or indirectly, and registered owners of the Common Shares of the Issuer;

(c) the Issuer:

(i) does not have a head office in Canada and a majority of its executive officers and directors ordinarily reside outside of Canada;

(ii) is not a reporting issuer in any jurisdiction of Canada at the Distribution Date; or

(iii) is not a reporting issuer in any jurisdiction of Canada at the date of such first trades; and

(d) such first trades are executed through an exchange or a market outside of Canada or to a person or company outside of Canada.

DATED at Toronto on this19th day of April, 2018.

"Grant Vingoe"	"Frances Kordyback"
Commissioner	Commissioner
Ontario Securities Commission	Ontario Securities Commission