|
THE BANKS AND TRUST COMPANIES |
REGULATION ACT |
(CHAPTER 316) |
THE BANKS AND TRUST COMPANIES |
(ACQUISITION OF SHARES) |
REGULATIONS, 2005 |
S.I. No. 22 of 2005 |
The Governor of the Central Bank
of The Bahamas in exercise of the powers conferred by section 24 of the Banks
and Trust Companies Regulation Act, makes the following regulations - |
1. These Regulations may be
cited as the Banks and Trust Companies (Acquisition of Shares) Regulations,
2005. | Citation. |
| Interpretation. |
“Central Bank” means the Central Bank of The
Bahamas established pursuant to section 3 of the Central Bank of The Bahamas
Act; | Ch. 321 |
“licensee” means any Bank or Trust Company which
is incorporated in The Bahamas and which holds a licence granted under section
4 of the Act; |
“person” means an individual; sole
proprietorship; partnership; joint venture; foundation;
trust; estate; business trust; company; corporation,
fund; unincorporated association or organization; sovereign
government or agency; instrumentality, or political subdivision
thereof; or any similar entity or organization; |
“shares” for the purposes of these regulations
means ordinary or preference shares in the share capital of a licensee. |
“the Act” means the Banks and Trust Companies
Regulation Act. | Ch. 316. |
3(1) A person who desires to acquire
shares in a licensee shall before acquiring any shares - | Application. for acquiring shares. |
(a) apply in writing to the Governor
for approval of such acquisition pursuant to section 6 (1) of the Act;
and |
(b) supply to the Governor the
information, documents and particulars set out in the Schedule, | Schedule. |
Provided that the requirements of
sub-regulation (1) shall not apply where the issued share capital of a publicly
traded licensee is to be acquired by a single person or a group of persons
acting together, and the aggregate holdings of such person or persons does not
exceed five percent of the issued share capital of the publicly traded
licensee. | Exemption for Publicly traded
Licensees. |
(2) Where three percent or more of
the issued share capital of a publicly traded licensee is held or acquired by a
single person or a group of persons acting together, the licensee shall, within
twenty eight days of the acquisition, notify the Inspector of the acquisition
and provide him with the following information - | Reporting requirements for publicly
traded licensees. |
(a) in the case of any person who
holds or acquires three percent or more of the shares of a licensee - |
(i) the name of the licensee of
which the shares have been acquired; |
(ii) a description of the number and
type of shares which have been acquired, including a description of the number
and type that are held beneficially for others; |
(iii) the date of the acquisition;
and |
(iv) the names of persons for whom
any shares are held beneficially. |
(b) in the case of a company that
holds or acquires three percent or more of the shares of a licensee - |
(i) the information required under
paragraph 2(a) of the Schedule; |
(ii) the name(s) of the corporate
applicant(s) or companies; and |
(iii) the address(es) of the headquarters
of the corporate applicant(s) including the mailing address (es), if different. |
(c) in the case of an individual or
group of individuals holding or acquiring three percent of the shares of a
licensee - |
(i) the information required under
paragraph 2(b) of the Schedule; |
(ii) the name of each individual
making application; and |
(iii) the business and personal address,
including mailing address if different, of each individual making application. |
(d) such other information or
documents as the Inspector may require. |
4. The Governor may, by Notice
in writing served on a licensee vary the limits set out in Regulations 3(1) and
3(2) in relation to that licensee. |
5. Where a bank or trust company
not licensed in The Bahamas applies to the Governor pursuant to Regulation
3(1), that bank or trust company is required to provide to the Governor written
confirmation from the relevant Supervisory Authorities that the requirements
prescribed by sections 4(4)(b), (c), (d), (e) and (f) of the Act have been, or
will be, met, as the case may be. | Foreign banks & trust companies. |
6. The Governor may require
applicants to provide such additional information as he may determine on a
case-by-case basis. | Additional information. |
7. The Governor may exempt any
licensee or group or class of licensees from these Regulations, subject to.
such terms and conditions, if any, as the Governor may deem necessary. | Exemptions. |
8. The Governor may impose a
fine not exceeding five thousand dollars where a licensee fails to comply with
the provisions of these Regulations. | Fine. |
SCHEDULE |
(Regulation 3) |
|
(a) All applicants must provide
the following information: |
(i) the name of the licensee of
which the shares are to be acquired; |
(ii) a description of the number and
type of shares to be acquired, including a description of the number and type
that are to be held beneficially for others; |
(iii) the date of the acquisition; |
(iv) the names of persons for whom
any shares will be held beneficially; |
(v) the purpose for acquiring the
shares; |
(vi) details of any planned changes
in the licensee's business plan and activities, directors, management, internal
and external audit and compliance programs, and any internal operating and
management processes; which would be a consequence of the proposed
acquisition. |
(b) In the case of a bank or trust
company or any other corporate entity, collectively referred to as "corporate
applicants", who make application to acquire the shares of a licensee, the
following additional information is required: |
(i) the name(s) of the corporate
applicant(s); |
(ii) the address(es) of the
headquarters of the corporate applicant(s) including the mailing address (es),
if different; |
(iii) for each applicant - |
(i) a description of the
applicant, its history, details of its business activity, and details of its organizational
structure; |
(ii) annual reports (including
audited consolidated financial statements where applicable) for the three
consecutive financial years immediately preceding the date of
application; and |
(iii) unaudited consolidated financial
statements as at the end of each quarter following the most recent financial year
end, certified by a director or senior officer. |
(c) In the case of individual
applicants or a group of individuals acting together making application to
acquire the shares of a licensee, which shall in these Regulations be
collectively referred to as "individual/group applicants", the
following additional information is required - |
(i) the name of each individual
making application; |
(ii) the business and personal
address, including mailing address if different, of each individual making
application; |
(iii) statements of assets and liabilities,
certified in a manner acceptable to the Governor, prepared as at a date no
earlier than six months prior to the date of application, for each individual
making application, including those for whom any shares will be held
beneficially; |
(iv) The Governor may, in his
discretion, require an applicant to provide certified copies of official tax
returns filed with relevant authorities; |
(v) where the application is made by
a group of individuals acting together - |
(i) the date of formation of the
group, its history, details of its business activities, the current structure
and organization of the group; and any trade names under which the group
carries on business; and |
(ii) a description of any dominant
ownership within the group. |
2. Information on ownership of
Applicant - |
(a) Corporate applicant(s) must
provide - |
(i) a list of and background
information on all direct or indirect shareholders who represent, either
individually or as a group acting together, 10 percent or more of the voting
rights, shares, and/or other controlling interests of each applicant at the
time of the application, whether or not the shares of the applicant are
publicly traded; |
(ii) a copy of the Act, Charter,
Certificate of Incorporation and Memorandum and Articles of Association of each
applicant, as may be appropriate, verified by statutory declaration made by a
director or secretary duly authenticated under seal of the jurisdiction in
which the applicant has been incorporated; |
(iii) an organizational chart showing the
structure of the direct and indirect shareholding of each applicant analysed
according to holdings of voting rights, shares, and/or other controlling
interests. |
(b) Individual/group applicants must
provide the following information for each individual involved, including those
for whom the shares will be beneficially held - |
(i) date, place of birth and
nationality; |
(ii) curriculum vitae, incorporating
- personal data, educational background; professional education and
training, and list of previous professional activities and scope of
responsibilities; |
(iii) where applicable, a completed
"Confidential Statement by Individuals Who Are Proposing to Hold the
Position of Director and/or Executive Officer of a Bank or Trust Company
licensed by the Central Bank of The Bahamas"; |
(iv) two character references in
original form from sources satisfactory to the Governor; |
(v) one financial reference in
original form from a financial institution acceptable to the Governor;
and |
(vi) a police or other certificate in
original form satisfactory to the Governor, confirming that the individual has
not been convicted of a serious crime or any offence involving dishonesty. |
Made this 13th day of April,
2005. |
Signed |
JULIAN FRANCIS |
Governor of the Central Bank of The Bahamas |