Securities Industry (Take-Over) (Amendment) Rules, 2020

EXTRAORDINARY OFFICIAL GAZETTE THE BAHAMAS PUBLISHED BY AUTHORITY NASSAU 28th April, 2020

SECURITIES INDUSTRY (TAKE-OVER) (AMENDMENT) RULES, 2020 Arrangement of Rules Rule

1. Citation .......................................................................................................2
2. Amendment of rule 3 of the principal Rules..............................................2
3. Amendment of rule 29 of the principal Rules............................................2
4. Amendment of rule 30 of the principal Rules............................................3
5. Amendment of rule 33 of the principal Rules............................................3
6. Amendment of rule 34 of the principal Rules............................................3
7. Amendment of rule 35 of the principal Rules............................................3
8. Repeal of rule 36 of the principal Rules.....................................................3
9. Repeal of rule 37 of the principal Rules.....................................................3
10. Amendment of rule 65 of the principal Rules............................................4

Page - 2 The Securities Commission of The Bahamas, in exercise of the powers conferred by section 149 of the Securities Industry Act, 2011, makes the following Rules –

1. Citation. These Rules, which amend the Securities Industry (Take-Over) Rules, 20111 may be cited as the Securities Industry (Take-Over)(Amendment) Rules, 2020.

2. Amendment of rule 3 of the principal Rules. Paragraph (b) of rule 3 of the principal Rules is amended by the deletion of the word “and” appearing at the end thereof and the substitution of the word “or”.

3. Amendment of rule 29 of the principal Rules. Paragraph (1) of rule 29 of the principal Rules is amended - (a) in the chapeau, by the insertion immediately after the words “A person”, of the words “or any persons acting in concert”; and (b) in subparagraph (b), by the insertion immediately after the words “voting rights’’, of the words “or equity securities”. PUBLIC HOLIDAYS ACT (CHAPTER 36) PUBLIC HOLIDAYS (EMANCIPATION DAY, 2019) (OPENING OF SHOPS) NOTICE, 2019 WHEREAS by section 6 of the Public Holidays Act (“the Act”) it is provided that the Governor-General may, in any special case in which it is expedient to do so, by notice in the Gazette authorize the carrying on of business in any shop on any public holiday; AND WHEREAS Emancipation Day, the 1st Monday in August has been appointed a public holiday under the Act; AND WHEREAS the Governor-General considers it expedient to authorize the carrying on of business in all shops on Monday, the 5th day of August, 2019, the day celebrated as Emancipation Day in 2019: NOW THEREFORE in exercise of the powers conferred by section 6 of the Act, the Governor-General gives the following Notice ––

4. Citation. This Notice may be cited as the Public Holidays (Emancipation Day, 2019) (Opening of Shops) Notice, 2019.

5. Opening of shops on Emancipation Day, 2019. Business may be carried on in all shops during normal business hours on Monday, the 5th day of August, 2019, the day celebrated as Emancipation Day in 2019. OFFICE OF THE GOVERNOR-GENERAL S.I. No. 51 of 2019 Dated this 1st day of August, 2019. Signed CORNELIUS A. SMITH Governor-General MINISTRY OF FINANCE S.I. No. 53 of 2020 SECURITIES INDUSTRY ACT, 2011 (NO. 10 OF 2011) SECURITIES INDUSTRY (TAKE-OVER) (AMENDMENT) RULES, 2020 1 S.I. No. 31 of 2019.

6. Amendment of rule 33 of the principal Rules. Rule 33 of the principal Rules is repealed and replaced as follows - “33. Notice to dissenting shareholders. (1) For the purposes of this rule, an offer shall not include securities held by the offeror at the date of the offer. (2) Where the offeror has acquired or contracted to acquire ninety per cent or more of the voting securities to which the offer relates, the provision of rule 65 shall apply with respect to dissenting shareholders.”.

7. Amendment of rule 34 of the principal Rules. Paragraph (1) of rule 34 of the principal Rules is amended by the deletion of the words “33(3)” and the substitution of the words “65(2)”.

8. Amendment of rule 35 of the principal Rules. Rule 35 of the principal Rules is amended by the deletion of the words “33(3)” and the substitution of the words “65(2)”.

9. Repeal of rule 36 of the principal Rules. Rule 36 of the principal Rules is repealed.

10. Repeal of rule 37 of the principal Rules. Rule 37 of the principal Rules is repealed.

11. Amendment of rule 30 of the principal Rules. Paragraph 2 of rule 30 of the principal Rules is deleted and substituted as follows - “(2) The Commission may waive the requirement to make a mandatory offer where - (a) there is a change in control of the offeree as a result of a restructuring; or (b) the Commission considers that an offer is unfair or contradictory to the market’s interest.”. Page - 3

Signed ROBERT LOTMORE Chairman Securities Commission Made this 28th day of April, 2020. Page - 4 10. Amendment of rule 65 of the principal Rules. Rule 65 of the principal Rules is amended by the insertion immediately after paragraph (7), of the following new paragraph (8) - “(8) At the time the offerer issues a notice under paragraph (2) to a security holder, the offeror shall send a copy of the notice to the offeree issuer.”.