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Bahamas Statutory Instruments |
THE BANKS AND TRUST COMPANIES |
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REGULATION ACT |
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(CHAPTER 316) |
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THE BANKS AND TRUST COMPANIES |
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(ACQUISITION OF SHARES) |
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REGULATIONS, 2005 |
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S.I. No. 22 of 2005 |
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The Governor of the Central Bank of The Bahamas in exercise of the powers conferred by section 24 of the Banks and Trust Companies Regulation Act, makes the following regulations - |
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1.
These Regulations may be cited
as the Banks and Trust Companies (Acquisition of Shares)
Regulations, 2005.
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Citation. |
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2.
In these Regulations -
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Interpretation. |
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"Central Bank" means the Central Bank of The Bahamas established pursuant to section 3 of the Central Bank of The Bahamas Act; |
Ch. 321 |
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"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; |
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"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; |
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"shares" for the purposes of these regulations means ordinary or preference shares in the share capital of a licensee. |
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"the Act" means the Banks and Trust Companies Regulation Act. |
Ch. 316. |
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3(1) A person who desires to acquire shares in a licensee shall before acquiring any shares - |
Application. for acquiring shares. |
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(a)
apply in writing to the Governor
for approval of such acquisition pursuant to section 6 (1) of the
Act; and
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(b)
supply to the Governor the
information, documents and particulars set out in the
Schedule,
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Schedule. |
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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. |
Exemption for Publicly traded Licensees. |
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(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 -
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Reporting requirements for publicly traded licensees. |
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(a)
in the case of any person who
holds or acquires three percent or more of the shares of a licensee
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(i)
the name of the licensee of
which the shares have been acquired;
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(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;
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(iii)
the date of the acquisition;
and
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(iv)
the names of persons for whom
any shares are held beneficially.
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(b)
in the case of a company that
holds or acquires three percent or more of the shares of a licensee
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(i)
the information required under
paragraph 2(a) of the Schedule;
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(ii)
the name(s) of the corporate
applicant(s) or companies; and
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(iii)
the address(es) of the
headquarters of the corporate applicant(s) including the mailing
address (es), if different.
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(c)
in the case of an individual or
group of individuals holding or acquiring three percent of the
shares of a licensee -
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(i)
the information required under
paragraph 2(b) of the Schedule;
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(ii)
the name of each individual
making application; and
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(iii)
the business and personal
address, including mailing address if different, of each individual
making application.
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(d)
such other information or
documents as the Inspector may require.
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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.
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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.
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Foreign banks & trust companies. |
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6.
The Governor may require
applicants to provide such additional information as he may
determine on a case-by-case basis.
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Additional information. |
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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.
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Exemptions. |
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8.
The Governor may impose a fine
not exceeding five thousand dollars where a licensee fails to
comply with the provisions of these Regulations.
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Fine. |
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SCHEDULE |
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(Regulation 3) |
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1.
General Information -
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(a)
All applicants must provide the
following information:
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(i)
the name of the licensee of
which the shares are to be acquired;
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(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;
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(iii)
the date of the
acquisition;
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(iv)
the names of persons for whom
any shares will be held beneficially;
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(v)
the purpose for acquiring the
shares;
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(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.
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(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:
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(i)
the name(s) of the corporate
applicant(s);
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(ii)
the address(es) of the
headquarters of the corporate applicant(s) including the mailing
address (es), if different;
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(iii)
for each applicant -
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(i)
a description of the applicant,
its history, details of its business activity, and details of its
organizational structure;
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(ii)
annual reports (including
audited consolidated financial statements where applicable) for the
three consecutive financial years immediately
preceding the date of
application; and
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(iii)
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.
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(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
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(i)
the name of each individual
making application;
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(ii)
the business and personal
address, including mailing address if different, of each individual
making application;
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(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;
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(iv)
The Governor may, in his
discretion, require an applicant to provide certified copies of
official tax returns filed with relevant
authorities;
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(v)
where the application is made by
a group of individuals acting together -
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(i)
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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(ii)
a description of any dominant
ownership within the group.
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2.
Information on ownership of
Applicant -
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(a)
Corporate applicant(s) must
provide -
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(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;
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(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;
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(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.
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(b)
Individual/group applicants must
provide the following information for each individual involved,
including those for whom the shares
will be beneficially held
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(i)
date, place of birth and
nationality;
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(ii)
curriculum vitae, incorporating
- personal data, educational background; professional education and
training, and list of previous
professional activities and scope of
responsibilities;
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(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;
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(v)
one financial reference in
original form from a financial institution acceptable to the
Governor; and
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(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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Made this 13th day of April, 2005. |
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Signed |
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JULIAN FRANCIS |
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Governor of the Central Bank of The Bahamas |
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