Sep 2011 Financial News

Amalgamation of The Barbados Shipping & Trading Company Limited

Sep 22, 2011

Barbados Shipping & Trading Company Limited has informed the Exchange that at the Special Meeting of Shareholders of The Barbados Shipping & Trading Company Limited (“the Company”) which was held on Monday, 19th September, 2011 in Barbados, the Special Resolution (“Resolution”) was passed approving the amalgamation of the Company and BS&T Holdings Limited (“Holdings Limited”), and authorizing the Company to enter into the Amalgamation Agreement with Holdings Limited. The Resolution was approved by 99.998% of the votes cast by the Shareholders who voted in respect of the Resolution at the Meeting. No Notice of Dissent was received from any Shareholder.

In accordance with the provisions of Section 212(2)(a) of the Barbados Companies Act (“Companies Act”), the effective date of the amalgamation of the Company and Holdings Limited will be the date shown on the Certificate of Amalgamation to be issued by the Registrar of Companies. The Articles of Amalgamation, and other documents, prescribed by the Companies Act and the regulations thereunder are being prepared for filing with the Registrar of Companies and the Certificate of Amalgamation should be received from the Registrar of Companies soon thereafter. Shareholders and the Regulators will be advised further of the effective date of the amalgamation. The name of the company continuing from the amalgamation of (“amalgamated company”) will be “The Barbados Shipping & Trading Company Limited”. Pursuant to the terms of Clause 3.1 (2) of the Amalgamation Agreement, on the effective date of the amalgamation, among other things, the following events will occur:

(1) the shares issued by the Company to its shareholders, other than Holdings Limited, will be cancelled without conversion of same into shares of the amalgamated company and the holders of such shares will each receive in cash the payment of BD$7.23 for each share held by them in the capital of the company;

(2) the shares held by Holdings Limited in the Company will be cancelled without conversion of same into shares of the amalgamated company and without the repayment of capital; and

(3) the shares issued by Holdings Limited to Neal & Massy Holdings Limited (“Neal & Massy”) will be converted to fully paid and non-assessable shares of the amalgamated company and, as a result, Neal & Massy will become the sole shareholder of the Company.

On or prior to the effective date of the amalgamation, pursuant to the undertaking given by the Company to the Financial Services Commission under cover of its letter to the Commission dated 4th August, 2011, the aggregate of the cash consideration for payment to Shareholders, other than Holdings Limited, will be forwarded to the Barbados Central Securities Depository (“BCSD”) by the Company for distribution to such Shareholders. Shareholders will be notified of such payment forthwith after it has been made to the BCSD.


Source:
The Trinidad and Tobago Stock Exchange Limited
Thursday September 22, 2011