JAMAICA Law and Practice Contributed by: Peter Goldson, Gina Phillipps Black, Hilary Reid and Simone Bowie Jones, Myers, Fletcher & Gordon
6.3 Consideration Both cash and non-cash considerations (such as shares and real property) are used as consid - eration in Jamaica, although cash is more com - monly used in Jamaica as consideration. The most common tools used to bridge value gaps between parties are seller financing or earn-out arrangements. Spin-off transactions or share exchanges do occur from time to time but may occur less frequently. 6.4 Common Conditions for a Takeover Offer The most common conditions include take- up thresholds such as the minimum number of shares to be received for acceptance or the maximum number of shares that will be accept - ed. The regulators do not restrict the use of offer conditions but do require the disclosure of such conditions in the takeover bid circular. 6.5 Minimum Acceptance Conditions The minimum acceptance condition is gener - ally the maximum number of shares that will be accepted. This generally occurs for companies listed on the JSE to avoid the company being at risk of being de-listed or in breach of the terms of its Listing Agreement. 6.6 Requirement to Obtain Financing A business combination may be conditional on the bidder obtaining financing. Where the shares in the offeree company are to be paid for in whole or in part in cash, details of the arrange - ments that have been made to ensure that the required funds are available to carry out the offer must be contained in the takeover offer. 6.7 Types of Deal Security Measures Some common deal security measures that bidders can seek include lock-up agreements with existing shareholders, non-solicitation pro -
and (c) in the opinion of the FSC, the acquisi - tion is not likely to prejudice the minority shareholders of the target company. The JSE may in writing waive the requirement for a mandatory offer to be made in relation to com - panies listed on both the main and junior market of the JSE, in the following circumstances: • enforcement of security for a loan – ie, where the shares in a company are charged by their holder as security for a loan and, as a result of enforcement, the lender would otherwise incur an obligation to make a mandatory offer, the JSE may grant a waiver to the lender provided that the lender is able to prove that the security was not given at a time when enforcement was reasonably likely; or • if a company is experiencing serious finan - cial difficulty, and an urgent rescue operation involving the acquisition of the shares by a rescuer carrying 50% or more of the voting rights, or an equivalent level of control in the company in question is proposed to save it, the JSE may grant a waiver of the require - ment for the rescuer to make a mandatory offer, on the recommendation of the board of directors and professional advisers of the company in question. Particularly for a company listed on the jun - ior market of the JSE, the JSE may waive the requirement for a mandatory offer where any receiver, administrator or liquidator of a com - pany appointed under the Companies Act or any other applicable legislation takes control of a holding of 50% or more of the voting shares of that company.
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