Submitted by Atrue Freeman
The following is in response to your email of January 8, 2011 in which you commented on the matter of de-listing a security from the Barbados Stock Exchange Inc. and in particular on the perceived effect of a de-listing on minority shareholders.
We draw your attention firstly to section 38(1) of the Securities Act, Cap. 318A (“Securities Act”) which provides that where an application is made for an Order from the Commission authorising the de-listing of a security, the Commission may impose such conditions, if any as it thinks fit for the protection of investors.
In responding to a request for an Order authorizing the de-listing of a security therefore the Commission takes into consideration the particular circumstances of a de-listing and proceeds in accordance with the provisions of section 38 of the Securities Act.
It is important to note that in accordance with section 38(2) of the Securities Act the Commission may only refuse to authorize the de-listing of a security in circumstances where the de-listing is in breach of the rules of the self-regulatory organization; or an agreement entered into by the issuer of the security.
The Commission is not aware of any recent case in which a de-listing was requested by a Company without the minority shareholder first being offered a fair price for their shares.
In the only other recent case of de-listing, it should be noted that the de-listing was requested by the BSE because of the continued failure of the listed Company to comply with the Rules of the BSE and the Listing Agreement entered into by the Company.
Yours sincerely
The Securities Commission
2nd Floor, British American Insurance Building
Magazine Lane, Bridgetown
BARBADOS, BB11080
Tel: (246) 437-3924 | Fax: (246) 437-3931
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