JAMAICA Law and Practice Contributed by: Peter Goldson, Gina Phillipps Black, Hilary Reid and Simone Bowie Jones, Myers, Fletcher & Gordon
4.4 Dealings in Derivatives Dealings in derivatives are allowed in Jamaica. A local derivatives market is however not well developed, and derivatives are not traded over the local exchange. 4.5 Filing/Reporting Obligations There are no specific reporting requirements per se regarding dealings in derivatives, as distinct from other forms of securities. The filing/report - ing obligations that would apply to an issuer of a security (which includes derivatives) would apply to the issuer. These include the filing of annual reports, including audited financial statements and quarterly financials, and notices of relevant events for the issuer to ensure that the regula - tor and investors have access to issuer-specific information on an ongoing basis. 4.6 Transparency Shareholders in acquiring 20% or more of the equity in a company, and further interests of 5% or more are required to declare the purpose of such acquisition as well as whether further pur - chases of equity are intended and if the share - holder intends to acquire control of the compa - ny’s business or majority shareholding or both. Where control of a company is acquired, in mak - ing a mandatory takeover offer, the shareholder is required to indicate the intention regarding the employees of the target company and the con - tinuation of the business. See response to 4.2 Material Shareholding Disclosure Threshold , as it relates to the disclosure and filing obligations. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal The board of directors of a target which is regu - lated by the Securities Act (eg, a public com - pany) is required to disclose to its shareholders
without delay, when any firm intention to make an offer is notified to it, whether or not it views the offer as favourable. Where the target is a public listed company trad - ing on the Jamaica Stock Exchange, the target is to immediately disclose material information which would include a major corporate acquisi - tion, merger or takeover, as this is information relating to the business and affairs of the compa - ny that may reasonably be expected to result in a significant change in the market price or value of the company’s listed securities or which may create a false market. In some instances, disclosure of material infor - mation may be delayed and kept confidential temporarily where immediate release would be unduly detrimental to the company’s interest. 5.2 Market Practice on Timing The market practice on timing of disclosure gen - erally does not differ from legal requirements, subject to the delay of disclosures where a mat - ter is kept temporarily confidential. The JSE Rules recommend that the JSE be consulted for guidance where there is doubt about whether disclosure should be made or delayed. 5.3 Scope of Due Diligence The scope of legal due diligence in Jamaica for negotiated business combinations is fairly standard. The information typically requested and reviewed will include information regarding assets, charges and liens, material contracts, employees, shareholder agreements and rights, potential and existing litigation, intellectual prop - erty, licences and permits in relation to the busi - ness, company structure, tax filings, etc. Infor - mation received from the seller, where possible, is then verified via public registers and all publicly available information. For instance, searches at
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