BARBADOS Law and Practice Contributed by: Debbie Fraser, Joanna M. Austin, Makela Harrison-Yarde and Jael Smith, Fraser Law
4.2 Material Shareholding Disclosure Threshold
Takeover bid circular obligation Where the offeror intends to acquire control of the business or a majority shareholding in the offeree company, they must mail or deliver a takeover bid circular to all registered shareholders of the offeree company within seven days of the purchase of the equity and no less than 28 days before the date of the close of the takeover bid. Furthermore, the registered shareholders must be invited, through the takeover bid circular, to tender their shares at the same price, a better price or in exchange for an equivalent or better consideration. Shareholders and Beneficial Owners Companies in Barbados must maintain and disclose, when obliged to do so, accurate records of their Every company must maintain a register of its share - holders at its registered office, which must include: • the name and last known addresses of the share- holders; • a statement of the shares held by each sharehold - er; and • the date that each shareholder was entered in the register or ceased to be a shareholder. shareholders and beneficial owners. Shareholders’ register requirement Companies are required to certify compliance with the aforementioned requirements in their filed annual return. Additionally, the registrar may occasionally instruct companies to complete questionnaires con - firming the maintenance of an accurate and up-to- date shareholders’ register at the registered office of the company. These disclosure obligations are critical for transparency, regulatory compliance and investor protection within Barbados. 4.3 Hurdles to Stakebuilding To prevent stakebuilding through insider trading, per - sons in possession of information that is not publicly available are prohibited from trading or using that information. Additionally, a company can introduce different rules to support its corporate objectives by amending the articles of incorporation by way of a special resolution, which is a resolution passed by at minimum two-thirds of the votes cast by the share -
In Barbados, pursuant to the FSC’s Material Changes Disclosure Guideline dated 1 November 2024, finan - cial institutions are required to disclose the following: • direct or indirect acquisition of a significant interest by a person in the financial institution; and • a change in shareholding that is in a range of ≥5% and <10% of the stated capital held by a share - holder of the financial institution. Financial institutions must also provide information on any new shareholder that demonstrates that the shareholder is fit and proper. Disclosure to the FSC, the Offeree Company and the Shareholders of the Offeree Company Under Barbados law, shareholders who acquire a material interest in a company must make specific disclosures. Acquisition threshold Any person who acquires 25% or more of a com - pany’s equity is required to submit a written statement by registered mail to: • the FSC and; • the target at its registered office. The written statement must be made within 24 hours of the acquisition and must include the identity, occu - pation, residence and citizenship of the offeror and a declaration confirming: • the amount of equity being acquired and confirma - tion of the triggering of the Take-Over Code; • the share price of the equity at the point of pur - chase; • the purpose of the acquisition; • whether the offeror intends to purchase further equity in the offeree company; and • whether the offeror intends to acquire control of the business or a majority shareholding in the offeree company.
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