JAMAICA Law and Practice Contributed by: Peter Goldson, Gina Phillipps Black, Hilary Reid and Simone Bowie Jones, Myers, Fletcher & Gordon
The issuance of shares would result in a change in shareholding and as such require that the COJ also be notified of this change in shareholding and beneficial ownership within 14 days after the change occurs. This however does not apply to changes in relation to the membership of a public company. 7.3 Producing Financial Statements Generally, bidders do not need to produce finan - cial statements in the takeover bid circular, but the directors of the target company will need to include such statements in the directors’ circular to be issued following the receipt of a takeover bid. The bidder must however indicate the par - ticulars of the method of payment for the shares of the offeree company such as a confirmation letter/comfort letter issued by its financial institu - tion of its ability to pay if the offer is accepted. Where the consideration for an offer includes, in whole or in part, the securities of a company, the takeover bid circular shall contain the audited financial statements for the previous year, the company’s profit and loss statements for the previous five years of operation and the unau - dited financial statements for the company’s last quarter. In Jamaica, financial statements are required to be prepared in accordance with IFRS. 7.4 Transaction Documents Transaction documents do not have to be dis - closed in full, however, the Take Over Rules and Regulations set out the items that must form the contents of a Take Over Bid. These include the following: • particulars of any arrangement made or pro - posed between the bidder and any holders of more than 10% of the target’s shares, offic -
ers or directors of the target or persons who, within the period of nine months before the offer was made, were holders of more than 10% of the offeree’s shares; and • details of special arrangements relating to the offer between the offeror or any parties acting in concert and any of the directors, immediate past directors or shareholders of the target.
8. Duties of Directors 8.1 Principal Directors’ Duties
Under the Companies Act of Jamaica, directors must act honestly and in good faith with a view to the best interest of the company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, including, but not limited to the general knowledge, skill and experience of the director or officer. In determining the best inter - ests of the company, a director or officer may have regard to the interests of the company’s shareholders and employees and the community in which the company operates. The directors however owe their duties to the company alone. A board, which receives an offer, is entitled to be satisfied that the offeror company is, or will be, in a position to implement the offer in full. Directors of an offeror or offeree company shall always, in advising their shareholders, act only in their capacity as directors and not have regard to their personal or family shareholdings or their personal relationship with the companies. It is the shareholders’ interests taken as a whole which must be considered together with those of employees and creditors. 8.2 Special or Ad Hoc Committees It is common for directors to establish special committees in relation to an anticipated busi -
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