BAHAMAS Law and Practice Contributed by: Michelle Neville-Clarke, Lethea Carey and Stan Burnside, Lennox Paton
7. Disclosure 7.1 Making a Bid Public
The bid must remain open for at least twenty-five days and no more than 60 days unless extended with the approval of the Securities Commission of The Baha - mas. The offeree board must also appoint an inde - pendent adviser to assess the fairness of the offer and provide a report, a summary of which must accom - pany the board’s reply to shareholders. In summary, a bid is publicly made when the offer document is filed with the Commission and the rel - evant exchange, the offer is communicated to security holders, required notices are published and ongoing disclosures are made to regulators and the market in Under Bahamian law, as set out in the Securities Indus - try (Take-over) Rules, 2019, as amended, takeover and issuer bids must ensure transparency and fair treat - ment of shareholders. All material information must be provided simultaneously to holders of the relevant class, including convertible security holders, with the offeree issuer supplying a complete list of holders on request. Bid documents must be accurate, enabling informed decisions and offeree directors must act in good faith and in the best interests of shareholders, employees and creditors, including signing state - ments of responsibility. An independent adviser must assess the fairness and reasonableness of the offer, evaluate the offeree and report to the board, with a summary included in the offeree’s reply document. The Rules strictly govern filing, circulation and publi - cation. Offer documents must be filed with the Secu - rities Commission of The Bahamas and the relevant exchange and circulated to shareholders on sched - ule. The offeree board issues a reply document with prescribed and additional necessary information. All holders of the same class must receive identical con - sideration, with any increase applied equally and no preferential arrangements allowed. Once conditions are met or waived, the offeror publishes a notice in a widely circulated newspaper detailing terms, depos - its, take-up and consideration and must similarly dis - close and file the rationale and arrangements if a bid lapses, fails or is withdrawn. accordance with the Take-over Rules. 7.2 Type of Disclosure Required
Under the Securities Industry (Take-over) Rules, 2019, as amended by the Securities Industry (Take-over) (Amendment) Rules, 2020, a bid becomes public through a structured disclosure process designed to ensure transparency, fairness and equal treatment of security holders. A bid is treated as public when the offeror satisfies the conditions for a formal bid or issuer bid and com - municates the offer to the market and to holders of the relevant class of securities. The Rules define an offer broadly to include a written offer to purchase or a solicitation of an offer to sell securities. The bid formally commences upon its first public announce - ment, after which the offeror must comply with the publication, notification and distribution requirements prescribed in the Rules, including filing the offer docu - ment with the Securities Commission of The Bahamas and the relevant securities exchange and communi - cating the offer to affected security holders. Following filing and initial publication, the offeror must disseminate the offer to all holders of the affected class resident in The Bahamas and to holders of con - vertible securities that may become part of that class before the bid expires. The offeree issuer must pro - vide a complete list of security holders upon request within ten days. Once the terms and conditions of the offer are satisfied or waived, the offeror must publish a notice in a widely circulated Bahamian daily newspa - per confirming compliance with the bid conditions and stating the approximate number of securities depos - ited and taken up and the consideration to be paid. The offeror must also send the offer document to the offeree’s shareholders within fourteen days and notify the offeree’s issuer’s board. The board of the offeree issuer must then issue a reply document within 21 days containing the prescribed information and any additional details necessary for shareholders to make an informed decision. During the offer period, the offeror must notify the Commission and the securi - ties exchange of material developments, including extensions, expirations or additional acquisitions and publish further notices where required.
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