JAMAICA Law and Practice Contributed by: Peter Goldson, Gina Phillipps Black, Hilary Reid and Simone Bowie Jones, Myers, Fletcher & Gordon
In the financial services sector, Jamaica is pur - suing “twin peaks” model of financial regulation intended to create improved supervision of the entire financial sector including bank and invest - ment companies. The Bank of Jamaica has been holding consultations with key stakeholders pri - or to the passage of supporting legislation which is currently being drafted. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies It is not uncommon for a bidder to have or build a stake in the target prior to launching an offer. There are no rules or procedures, per se, as it relates to stakebuilding strategies, save that if the target is a listed or regulated entity, acqui - sitions of a certain percentage of the shares, whether alone or acting in concert with others (as that term is defined in the Rules of the Jamai - ca Stock Exchange and the Take Over Regula - tions under the Securities Act), will trigger certain reporting requirements and may trigger the mak - ing of mandatory offers. 4.2 Material Shareholding Disclosure Threshold The Securities Act and its Take Over Regulations (which apply to companies governed by the Securities Act) and the Jamaica Stock Exchange (JSE) Rules (which apply to companies listed on the JSE) require any person who acquires 20% or more (directly or indirectly) of the regulated/ listed company to file, inter alia, a declaration of intention as to whether it is intended to acquire control of the company within ten days of such acquisition. Any person who has acquired 20% or more of the shares must also send a similar declaration at each instance in which the person acquires a further 5% of the company’s shares, until such person has acquired 50% of the
shares in the company. The declarations should be sent to the FSC, the JSE (if listed on the JSE) and to the registered office or principal place of business of the regulated/listed company. If a person acquires, whether by a series of transactions over a period or not, shares which (taken together with shares held by a person act - ing in concert with them) carry 50% or more of a regulated/listed company, the person is required to make a mandatory takeover offer to the other shareholders. The offer is to be made within 30 days of acquiring control. The FSC and/or the JSE may in writing exempt a person who acquires 50% or more from making a mandatory takeover offer in certain limited circumstances as set out in the Securities Act and its Take Over Regulations and/or the JSE Rules. Companies incorporated or registered under the Companies Act are required to identify its beneficial owners (who must be an individual) in filings made with the Companies Office of Jamaica (COJ). The shareholding threshold for beneficial ownership based on direct ownership is currently 25%. Other circumstances may also cause an individual to be determined to be a beneficial owner of shares and named as such in the filings with the COJ, for example having ultimate effective control of a company. 4.3 Hurdles to Stakebuilding A company can introduce certain rules, as a hur - dle to stakebuilding, provided it does not contra - vene existing laws or regulations and as long as the reporting requirements to the regulator are still maintained. The articles of a company may also contain provisions that operate effectively as a hurdle to stakebuilding by placing limits on ownership.
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