Banks and Trust Companies (Acquisition of Shares) Regulations

Link to law: http://laws.bahamas.gov.bs/cms/images/LEGISLATION/SUBORDINATE/2005/2005-0022/BanksandTrustCompaniesAcquisitionofSharesRegulations_1.pdf
Published: 2005-04-13

Banks and Trusts Companies Regulation
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BANKS AND TRUST COMPANIES (ACQUISITION
OF SHARES) REGULATIONS

ARRANGEMENT OF REGULATIONS

SECTION

1. Citation.
2. Interpretation.
3. Application for acquiring shares.
4. Governor may vary limits.
5. Foreign banks & trust companies.
6. Additional information.
7. Exemptions.
8. Fine.



BANKS AND TRUST COMPANIES (ACQUISITION
OF SHARES) REGULATIONS

(SECTION 24)
[Commencement 13th April, 2005]

1. These Regulations may be cited as the Banks and
Trust Companies (Acquisition of Shares) Regulations.

2. In these Regulations —
“Central Bank” means the Central Bank of The

Bahamas established pursuant to section 3 of the
Central Bank of The Bahamas Act;

“licensee” means any Bank or Trust Company which
is incorporated in The Bahamas and which holds
a licence granted under section 4 of the Act;

“person” means an individual; sole proprietorship;
partnership; joint venture; foundation; trust;
estate; business trust; company; corporation;
fund; unincorporated association or organization;
sovereign government or agency; instrumentality,
or political subdivision thereof; or any similar
entity or organization;

S.I. 22/2005

Citation.

Interpretation.

Ch. 351.

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STATUTE LAW OF THE BAHAMAS LRO 1/2008

“shares” for the purposes of these regulations means
ordinary or preference shares in the share capital
of a licensee;

“the Act” means the Banks and Trust Companies
Regulation Act.

3. (1) A person who desires to acquire shares in a
licensee shall before acquiring any shares —

(a) apply in writing to the Governor for approval of
such acquisition pursuant to section 6(1) of the
Act; and

(b) supply to the Governor the information,
documents and particulars set out in the Schedule:

Provided that the requirements of sub-
regulation (1) shall not apply where the issued share capital
of a publicly traded licensee is to be acquired by a single
person or a group of persons acting together, and the
aggregate holdings of such person or persons does not
exceed five percent of the issued share capital of the
publicly traded licensee.

(2) Where three percent or more of the issued share
capital of a publicly traded licensee is held or acquired by a
single person or a group of persons acting together, the
licensee shall, within twenty-eight days of the acquisition,
notify the Inspector of the acquisition and provide him with
the following information —

(a) in the case of any person who holds or acquires
three percent or more of the shares of a
licensee —
(i) the name of the licensee of which the shares

have been acquired;
(ii) a description of the number and type of

shares which have been acquired, including a
description of the number and type that are
held beneficially for others;

(iii) the date of the acquisition; and
(iv) the names of persons for whom any shares

are held beneficially;
(b) in the case of a company that holds or acquires

three percent or more of the shares of a
licensee —

Ch. 316.

Application for
acquiring shares.

Schedule.

Exemption for
publicly traded
Licensees.

Reporting
requirements for
publicly traded
licensees.

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(i) the information required under paragraph
2(a) of the Schedule;

(ii) the name(s) of the corporate applicant(s) or
companies; and

(iii) the address(es) of the headquarters of the
corporate applicant(s) including the mailing
address (es), if different;

(c) in the case of an individual or group of
individuals holding or acquiring three percent of
the shares of a licensee —
(i) the information required under paragraph

2(b) of the Schedule;
(ii) the name of each individual making

application; and
(iii) the business and personal address, including

mailing address if different, of each
individual making application;

(d) such other information or documents as the
Inspector may require.

4. The Governor may, by Notice in writing served
on a licensee vary the limits set out in regulations 3(1) and
3(2) in relation to that licensee.

5. Where a bank or trust company not licensed in
The Bahamas applies to the Governor pursuant to
regulation 3(1), that bank or trust company is required to
provide to the Governor written confirmation from the
relevant Supervisory Authorities that the requirements
prescribed by sections 4(4)(b), (c), (d), (e) and (f) of the
Act have been, or will be, met, as the case may be.

6. The Governor may require applicants to provide
such additional information as he may determine on a case-
by-case basis.

7. The Governor may exempt any licensee or group
or class of licensees from these Regulations, subject to
such terms and conditions, if any, as the Governor may
deem necessary.

8. The Governor may impose a fine not exceeding
five thousand dollars where a licensee fails to comply with
the provisions of these Regulations.

Governor may
vary limits.

Foreign banks &
trust companies.

Additional
information.

Exemptions.

Fine.

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STATUTE LAW OF THE BAHAMAS LRO 1/2008

SCHEDULE

(Regulation 3)
1. General Information —
(a) All applicants must provide the following

information —
(i) the name of the licensee of which the shares

are to be acquired;
(ii) a description of the number and type of

shares to be acquired, including a description
of the number and type that are to be held
beneficially for others;

(iii) the date of the acquisition;
(iv) the names of persons for whom any shares

will be held beneficially;
(v) the purpose for acquiring the shares;
(vi) details of any planned changes in the

licensee’s business plan and activities,
directors, management, internal and external
audit and compliance programs, and any
internal operating and management
processes; which would be a consequence of
the proposed acquisition.

(b) In the case of a bank or trust company or any
other corporate entity, collectively referred to as
“corporate applicants”, who make application to
acquire the shares of a licensee, the following
additional information is required —
(i) the name(s) of the corporate applicant(s);
(ii) the address(es) of the headquarters of the

corporate applicant(s) including the mailing
address (es), if different;

(iii) for each applicant —
(aa) a description of the applicant, its

history, details of its business
activity, and details of its
organizational structure;

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(bb) annual reports (including
audited consolidated financial
statements where applicable) for
the three consecutive financial
years immediately preceding the
date of application; and

(iv) unaudited consolidated financial statements
as at the end of each quarter following the
most recent financial year end, certified by a
director or senior officer.

(c) In the case of individual applicants or a group of
individuals acting together making application to
acquire the shares of a licensee, which shall in
these Regulations be collectively referred to as
“individual/group applicants”, the following
additional information is required —
(i) the name of each individual making

application;
(ii) the business and personal address, including

mailing address if different, of each
individual making application;

(iii) statements of assets and liabilities, certified
in a manner acceptable to the Governor,
prepared as at a date no earlier than six
months prior to the date of application, for
each individual making application,
including those for whom any shares will be
held beneficially;

(iv) the Governor may, in his discretion, require
an applicant to provide certified copies of
official tax returns filed with relevant
authorities; and

(v) where the application is made by a group of
individuals acting together —

(aa) the date of formation of the
group, its history, details of its
business activities, the current
structure and organization of the
group; and any trade names
under which the group carries on
business; and

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(bb) a description of any dominant
ownership within the group.

2. Information on ownership of Applicant —
(a) Corporate applicant(s) must provide —

(i) a list of and background information on all
direct or indirect shareholders who represent,
either individually or as a group acting
together, 10 percent or more of the voting
rights, shares, and/or other controlling
interests of each applicant at the time of the
application, whether or not the shares of the
applicant are publicly traded;

(ii) a copy of the Act, Charter, Certificate of
Incorporation and Memorandum and Articles
of Association of each applicant, as may be
appropriate, verified by statutory declaration
made by a director or secretary duly
authenticated under seal of the jurisdiction in
which the applicant has been incorporated;
and

(iii) an organizational chart showing the structure
of the direct and indirect shareholding of
each applicant analysed according to
holdings of voting rights, shares, and/or
other controlling interests.

(b) Individual/group applicants must provide the
following information for each individual
involved, including those for whom the shares
will be beneficially held —
(i) date, place of birth and nationality;
(ii) curriculum vitae, incorporating — personal

data, educational background, professional
education and training, and list of previous
professional activities and scope of
responsibilities;

(iii) where applicable, a completed “Confidential
Statement by Individuals Who Are
Proposing to Hold the Position of Director
and/or Executive Officer of a Bank or Trust
Company licensed by the Central Bank of
The Bahamas”;

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(iv) two character references in original form
from sources satisfactory to the Governor;

(v) one financial reference in original form from
a financial institution acceptable to the
Governor; and

(vi) a police or other certificate in original form
satisfactory to the Governor, confirming that
the individual has not been convicted of a
serious crime or any offence involving
dishonesty.
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