JAMAICA Law and Practice Contributed by: Peter Goldson, Gina Phillipps Black, Hilary Reid and Simone Bowie Jones, Myers, Fletcher & Gordon
visions, right-to-match and force voting provi - sions. Break-up fees are not common. 6.8 Additional Governance Rights If a bidder does not seek 100% ownership of a target, outside of its shareholdings, a bidder can try to get a shareholders’ agreement in place to achieve additional governance rights. 6.9 Voting by Proxy Shareholders of Jamaican companies can vote by proxy. The proxy does not need to be a share - holder of the company. A proxy form should be completed to appoint the proxy, should be duly stamped in accordance with the Stamp Duty Act and delivered in accordance with the provisions of the Articles of the Company in order to be valid. 6.10 Squeeze-Out Mechanisms Section 209 of the Companies Act provides for the use of a squeeze-out mechanism to buy out small minorities within four months of the mak- ing of the offer approved by the majority, if the proposed scheme is approved by holders of not less than 9/10ths in value of the shares and not less than 3/4ths in number of the holders of the shares being acquired (other than those already held by the acquirer or its nominee or its sub - sidiary). The provisions of the section must be strictly complied with. A dissenting shareholder may apply to the court to challenge the acquisition of their shares. 6.11 Irrevocable Commitments Lock-up arrangements are fairly common. They do not usually provide an out for the shareholder to take a better offer. Negotiations, however, are generally undertaken with great care to ensure that the equal treatment principle of all share -
holders is not offended and to maintain confi - dentiality so that a false market is not created.
7. Disclosure 7.1 Making a Bid Public
When any firm intention to make an offer to its shareholders is notified to a board of directors of a target company which is a listed entity from “serious source” (irrespective of whether the board views the offer favourably or otherwise), shareholders of the target must be informed without delay by press notice. Generally, a listed company is required to disclose material information concerning its business and affairs forthwith upon the information becoming known to management, or in the case of information previously known forthwith upon it becoming apparent that the information is material. Other - wise, a deal will generally be disclosed once a definitive agreement is signed or upon receipt of any applicable prior approvals (if any). 7.2 Type of Disclosure Required Where shares are issued in a public listed com - pany on the JSE, the additional shares should be indicated to the JSE and a supplemental appli - cation for listing be submitted to admit the new shares to the exchange. Additionally, the new shares issued should be disclosed to the COJ by filing a Return of Allot - ment within one month of the date of issue. The disclosure is to include the number of shares issued, the names, addresses and descriptions of the persons to whom the shares were issued, the amount, if any, paid or due payable on each share along with information on the beneficial owner of the shares issued.
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