Revised Laws of Saint Lucia (2023)

PART V
SHARES

Article 29: Capital structure of the Bank

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   (1)   Subject to article 30, the authorised capital of the Bank is $40 million divided into $400,000 shares of $100 each, in the following classes—

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      (a)     one hundred thousand Class A shares which may be issued only to the Central Bank;

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      (b)     sixty thousand Class B shares out of which $40,000 may be issued only to the Social Security Board and $20,000 to any Government owned or controlled commercial bank;

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      (c)     eighty thousand Class C shares which may be issued only to commercial banks, other than a Government owned or controlled commercial bank;

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      (d)     forty thousand Class D shares which may be issued only to insurance companies and credit institutions;

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      (e)     forty thousand Class E shares which may be issued only to the International Finance Corporation; and

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      (f)     eighty thousand Class F shares which may be issued only to the Home Mortgage Bank of Trinidad and Tobago.

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   (2)   Subject to paragraph 3 of this article the initial capital offered for subscription shall not exceed $20 million and shall be paid up by the several classes of shareholders in a series of the following 3 tranches or in such other proportions as the Board may direct—

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      (a)     the first tranche shall be 50% of the total initial capital referred to in paragraph (2) of this article and shall subject to this paragraph, be offered for subscription and paid up, by the several classes of shareholders in the following manner—

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         (i)     twenty-five thousand Class A shares or $2.5 million dollars by Class A shareholder,

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         (ii)     fifteen thousand Class B shares or $1.5 million by Class B shareholder,

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         (iii)     twenty thousand Class C shares or $2 million by Class C shareholder,

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         (iv)     ten thousand Class D shares or $1 million by Class D shareholder,

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         (v)     ten thousand Class E shares or $1 million by Class E shareholder, and

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         (vi)     twenty thousand Class F shares or $2 million by Class F shareholder;

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      (b)     the second and third tranches or the remaining 50% of the initial capital referred to in this article shall be offered for subscription and paid up after the third year of operation of the Bank in such proportions as may be determined by the Board except that the same shall be issued in the same relative proportions as the first tranche.

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   (3)   The shares of the Bank for the time being unissued shall be at the disposal of the directors, who, for a period of 5 years from the date of the adoption of this article, may allot them to such class of shareholders in the member territories, at such times and on such terms as they may think fit, subject nevertheless to any provision as to the issue of such shares under this Agreement or to any decision taken by an ordinary resolution of the Board.

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   (4)   Any share issued or purchased in accordance with paragraph (2) of this article, shall be issued or purchased at a fair market price at the date of such issue or purchase.

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   (5)   Any share issued or purchased under this Agreement, excepting shares transferred under paragraph 7 of article 31 shall, in addition to any other rights attached to the respective shares under this Agreement, also be deemed to have the rights of ordinary shares.

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   (Amended by S.I. 34/1996)

Article 30: Increase of authorised capital

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   (1)   The Bank may increase its authorised share capital by the creation of new shares as may be considered expedient.

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   (2)   An increase of authorised capital may be effected only in general meeting of shareholders upon the passing of an appropriate resolution.

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   (3)   Within 28 days of the passing of the resolution referred to in paragraph (2) of this article, the Bank shall give notice of the increase to the Registrar and shall forward to the Registrar a printed copy of the resolution authorising the increase.

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   (4)   Notice of the increase shall contain particulars of classes of shares to be affected and the conditions, if any, subject to which new shares are to be issued.

Article 31: Transfer of shares

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   (1)   Subject to this article, all shares in the Bank are transferable.

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   (2)   Class A shares are transferable to a Class B, Class C or Class D shareholder or to a company or institution qualified to be a Class B, Class C or Class D shareholder.

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   (3)   Class B shares are transferable to a Class A, Class B, Class C or Class D shareholder or to a company or institution qualified to be a Class A, Class B, Class C or Class D shareholder.

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   (4)   Class C shares are transferable only to Class C or Class D shareholder or to a company or institution qualified to be a Class C or Class D shareholder.

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   (5)   Class D shares are transferable only to Class C or Class D shareholder or to a company or institution qualified to be a Class C or Class D shareholder.

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   (6)   Class E and F shares are transferable to Class C or Class D shareholder or to a company or institution qualified to be a Class C or D shareholder.

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   (7)   Class E and F shares and such other shares as may be determined by the Council are transferable to non-government related companies or institutions or to other private sector investors and where these shares are transferred to other private sector investors, these investors shall become ordinary shareholders.

Article 32: Details of transfer to be entered in register

Where shares are transferred the transferee shall forward the share certificate to the Board together with information relating to the transfer and the Board shall amend the certificate accordingly or issue a new certificate and cause particulars of the transfer to be recorded in the register.