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


  1. I mekkin’ this comment out ah turn … ’causen I can’ wait fah this issue to start up again on BU… The directors of Light and Power Holdings have advised share holders to accept the Canadian’s offer … One fella already refer to the whole thing as illogical …lol … in Ba’bados? Ha Ha HA


  2. While listening to the talk show on Sunday it was stated that the government has indicated it will not be selling its NIS shares in BL&P. Is this a fact? Minister Benn seemed uncertain when quizzed about it.


  3. Canadian Bajans unite.

    Buy Emera shares at their next low during 2011.

    http://ca.advfn.com/quote_Emera_TSE_EMA.html


  4. David unless it come from the pm mouth I think we should just take it as a minister opinion which can change based on how the pm feels on the issue.


  5. The people have a right to be informed on these issues which will make for intelligent debate/discussion. As it is we have to engage in speculative conversations which only lead to creating a toxic environment.


  6. Apparently Banks Holdings Limited entered into a Convertible Debt Purchase Agreement with Latin Capital Fund I, L.P. and SLU Beverages, Ltd. (the Lenders) to finance the acquisition, installation and commissioning of a new Brewery at Newton in Christ Church. Apparently a condition of this Agreement is that no further shares in Banks Holdings Limited be issued except with the written consent of the Lenders. Banks Holdings Limited has now called a Special Meeting of the shareholders to have that provision approved. Apparently, part of the debt under the Agreement has already been converted into 13,250,000 common shares of Banks Holdings Limited. Apparently, the Directors did not see it fit to approach the existing shareholders, through a rights issue, for the financing. In my opinion, when this is viewed with the current recommendation from the Light & Power Holdings’ Directors to sell at approximately $8 below fair value, the Directors of Barbadian companies need to do a much better job.


  7. @A Feeman

    Is this a case of the directors believing debt was cheaper than equity?

    What do the by-laws state? Do the directors have the authority to borrow onbehalf of the company?

    In September last year BU asked a few questions of CEO Richard Cozier, Freeman can you answer them?


  8. Apparently, part of the debt under the Agreement has already been converted into 13,250,000 common shares of Banks Holdings Limited. Apparently, the Directors did not see it fit to approach the existing shareholders, through a rights issue, for the financing.

    Here in lies why i think the stock market makes no sense. They don’t even wish to give the shareholder of the companies any rights or ask them how they think it should be governed. A new share issue as a capital injection to a company is far cheaper than borrowing money anyday as there is no defined repayment date and therefore doesn’t put any strain on the cash flow of said company.


  9. Anthony:

    Please be advised that the SEB is a sham! It is an excuse to find jobs for some of our educated stars, elitenocrats, products of a misguided educational agenda. Big companies like the Government of Barbados need REAL money, money that could be spent outside of these walls to retool and develop. Barbados dollars do not cut it. So the directors do what they have to do, the Central Bank smiles and looks the other way and the GoB will remain mute.


  10. Where do we go with the BL&P shares now?


  11. The BL&P or should I say the L&PH brought an argument to the FTC that was based on the need to retool and be attractive to foreign capital through the restructuring of its balance sheet (debt to equity). F#ck, allowing this company to turn to consumers for more money to increase tangible assets is immoral and surely previously unheard of. So the second reason had to be clearly understood by the FTC (GoB) as the main reason for this FTC hearing sideshow. Make no mistake, these Canadians could well have been in the mix long before the hearing.


  12. Barbadians were told that a few BL&P shareholders approached Emera earlier. Who are these shareholders? What motivated them to approach Em era?


  13. Sorry David;

    Should you no have said that a few BL&P shareholders who also happened to be directors, approached Emera earlier …?


  14. By the Leucadia National Corporation are the out front obvious candidates for approaching anybody … but …


  15. EMA $32.46cad on TSE.


  16. David

    The easiest way to get answers is to purchase shares in the Company of choice and sing away at their Annual General Meetings. Of course you may have difficulty in having your questions placed on the Agenda but you won’t know until you have tried. If that fails I can point you to an agitator who now spends a considerable amount of time in Barbados (and is an instant expert on Barbados) but is well known for disrupting AGMs with his numerous questions up in the Cold North.


  17. According to VOB this morning NIS made the decision yesterday to sellout to Emera. The logic is greater yield estimated if the NIS sells and invest proceeds in Gov’t treasury bills compared to a BL&P yield.

    There was no mention of how the decision would affect the risk profile of the NIS Fund. No doubt the NIS source will tell the public more when he is on radio today.


  18. My understanding is that no one entity currently controls Sagicor Financial Corporation. If and when a move is made to gain control, what quality of representation can the shareholders really expect from the Board of Directors? Recent events suggest mediocre:
    – Recent sale of Sagicor shares to one entity rather than a rights offering to existing shareholders
    – Recent convertible debt financing secured by Banks Holdings Limited rather than a rights offering to existing shareholders
    – Recent move to have Barbados Dairy Industries Limited delisted, while shares are still held by minority shareholders
    – Recent recommendation to shareholders to sell Light & Power Holdings shares below the assessed fair value
    – Possibly other instances as well

    Are the CEOs and Directors of our major Corporations mediocre at best, able to be tough with only the employees and their unions?

    Why do Barbadians prefer to place their money on bank accounts for less than 2% interest?


  19. Banks Holdings…….but who is the LATIN CAPITAL FUND…….who are they? what is their connection? this is a mystery…..why the silence??
    and who are SLU BEVERAGES……may we have some information please BANKS BREWERIES…..unless there is something to hide?

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