BARBADOS Law and Practice Contributed by: Debbie Fraser, Joanna M Austin, Makela Harrison-Yarde and Jael Smith, Fraser Law
1. Trends 1.1 M&A Market
• manufacturing; and • financial services.
Following the COVID-19 period outbreak in 2020–22, the M&A market in Barbados has been steady and continues to grow as entities pursue plans that were put on hold or are now feasible to pursue. 1.2 Key Trends There have been at least two publicised acquisi - tions in the last 12 months involving Barbados companies engaged in the financial services and real estate sectors. • Banking and investment sector: In 2024, Republic Bank (Barbados) Limited, a subsidi - ary of a Trinidad-based parent, completed the transfer of its 100% shareholding in its invest - ment fund company to VM Wealth (Barbados) Ltd, which is owned by a Jamaican group of companies. This transaction reflects the con - tinued trend of regional financial institutions expanding their presence in Barbados. • Real estate: Also in 2024, Proven Group Limited, a regional investment firm, acquired One Warrens Limited, a Barbadian real estate owning company, through its affiliate. This acquisition aligns with Proven’s broader investment strategy of expanding its real estate and private equity portfolio within the Caribbean. These transactions demonstrate a continued trend of regional financial integration. 1.3 Key Industries The following industries have experienced sig - nificant M&A activity within the past 12 months in Barbados: • wines/spirits;
2. Overview of Regulatory Field 2.1 Acquiring a Company In Barbados, companies can be acquired through a number of legal techniques, with the most common ones being share purchases, asset purchases, amalgamations/mergers and takeover bids. A share purchase involves acquiring the target company’s shares, while an asset purchase focuses on specific assets, avoiding unwanted liabilities; these company acquisitions are gov - erned by the Companies Act, Cap 308. Merg - ers are governed by the Fair Competition Act (FCA), Cap 326C and refer to a combination of two or more companies. Assets and liabilities are transferred to the surviving company, which acquires control over the other company. Merg - ers over 40% require the approval of the Fair Trading Commission (FTC). Takeover bids are governed by the Compa - nies (Take-Over Bid) Regulations, 2002 and are defined as a direct offer to shareholders of a public company to acquire their shares. A man - datory takeover bid in Barbados is triggered when a person directly or indirectly acquires 25% or more of a company’s shares. 2.2 Primary Regulators The primary regulators for M&A activity in Bar - bados are as follows. • The Financial Services Commission (FSC): The FSC is responsible for supervising and regulating non-bank financial institutions in Barbados, particularly those entities licensed
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