BARBADOS Law and Practice Contributed by: Debbie Fraser, Joanna M Austin, Makela Harrison-Yarde and Jael Smith, Fraser Law
4. Stakebuilding 4.1 Principal Stakebuilding Strategies In Barbados, the most recent bids have been initiated by shareholders of the target. It is not apparent that the acquisition of securities in the target would primarily be motivated by the desire to build a stake. 4.2 Material Shareholding Disclosure Threshold In Barbados, pursuant to the FSC’s Material Changes Disclosure Guideline dated 1 Novem - ber 2024, financial 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 shareholder of the financial institution. Financial institutions must also provide informa - tion 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 spe - cific disclosures. Acquisition threshold Any person who acquires 25% or more of a company’s equity is required to submit a writ - ten 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, occupation, residence and citizenship of the offeror and a declaration confirming: • the amount of equity being acquired and con - firmation of the triggering of the Take-Over Code; • the share price of the equity at the point of purchase; • the purpose of the acquisition; • whether the offeror intends to purchase fur - ther equity in the offeree company; and • whether the offeror intends to acquire control of the business or a majority shareholding in the offeree company. 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 sharehold - ers 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 takeo - ver bid. Furthermore, the registered sharehold - ers 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 dis - close, when obliged to do so, accurate records of their shareholders and beneficial owners. Shareholders’ register requirement Every company must maintain a register of its shareholders at its registered office, which must include:
206 CHAMBERS.COM
Powered by FlippingBook