The Guyana Securities Council (GSC) in a notice in today’s Stabroek News said that Banks DIH Ltd (BDIH) remains a reporting issuer.
The GSC notice contradicts one by a purported new holding company for the conglomerate on August 1 that Banks DIH Limited’s shares “will no longer be valid effective July 19th, 2024”.
The GSC notice today said that Banks DIH Ltd. (BDIH) remains a reporting issuer of shares registered under Sections 56(1) and 57(1) of the Securities Industry Act 1998 and Regulations.
On the other hand, GSC said that the purported holding company, Banks DIH Holdings Inc. (BDIHHI) is not registered under Section 56(1) and 57(1) of the Securities Industry Act 1998 and Regulations as a reporting issuer.
The duelling notices come in the aftermath of a court decision on the matter that requires the BDIH to provide the GSC with information for it to make a decision on whether to incorporate BDIHHI as the holding company for BDIH shares. The period for the decision-making has not expired.
On August 1, a notice from BDIHHI said that BDIH had now transitioned to Banks DIH BDIHHI and new shares are to be issued to stockholders
The advertisement addressed to shareholders said that the transition to BDIHHI entails converting all extant BDIH shares to new BDIHHI shares in accordance with the Scheme of Arrangement (SOA) under Section 217 of the Companies Act which was sanctioned by a High Court order dated September 4, 2023.
As a result, current shares in BDIH ceased to be valid with effect from July 19, 2024. An equivalent number of shares in BDIHHI will be issued, thereby maintaining the current level of ownership in BDIH as per the SOA.
Shareholders were instructed to send their old share certificates to the company secretary, Kavorn Kyte-Williams.
“BDIH appreciates your continued support and investment in BDIH and is confident that this transition to BDIHHI will position the group for greater success and deliver enhanced value to you…”, the advertisement said.
A similar advertisement was issued in relation to the shares held in trust or lien.
In a July 4th judgment this year, Justice Fidela Corbin-Lincoln ruled that contrary to contentions made by BDIH Limited, the Guyana Securities Council (GSC) did consider an application it had made to incorporate Banks DIH Holdings Inc) as the new holding company of BDIH shares.
Both BDIH and BDIHHI (the Applicants) had approached the court seeking judicial review of what they argued was the GSC’s refusal to consider its application. The judge had set a timeframe for the GSC to make its decision which has not expired.
Given the BDIHHI notice, the Guyana Stock Exchange (GSE) on Saturday announced the suspension of trading in Banks DIH Limited shares.
In an advertisement, GSE said that Banks DIH Holdings Inc has issued newspaper notices to the effect that Banks DIH Limited’s shares “will no longer be valid effective July 19th, 2024”.
As a consequence, the GSE said trading in these shares is suspended with immediate effect. The advertisement was issued under the authority of the Board of Directors.