The Bank of Bermuda Ltd. is set to swallow a poison pill to help ward off a takeover attempt by an unwanted suitor. The bank's board of directors is asking shareholders at a special general meeting June 12 to vote on resolutions and amendments to its bylaws aimed at making it more difficult for someone to buy a controlling amount of shares.

One resolution requiring two-thirds "Super Majority Vote'' would make it difficult to remove a director or to sell or transfer the bank's assets.

Luis Douglas, the bank's senior executive vice president, said the measures are intended to make it more expensive for someone to acquire a controlling interest as the shares are selling at a discount compared to the book value of the company.

"We are conscious that one doesn't have to own 50 percent of the shares to have control,'' he said. "The amendments will preserve shareholder value so someone doesn't get something cheap. It's a defence mechanism against unwanted suitors.'' He said the bank wanted such measures in place as they "are quite normal and standard in onshore companies''.

Currently the bank's shares are selling at about par with its book ratio.

According to an investment analysis it's common in the US for banks' shares to sell at 1.5 to 2.5 price to book ratio. By international standards both Bank of Bermuda and the Bank of N.T. Butterfield and Son Ltd. are selling cheaply.

The Bank of Butterfield price to book ratio is 0.74, which is at discount to its book value.

At the June 12 meeting shareholders will be asked to vote on a key resolution requiring two-thirds approval in the event of removal of a director other than for cause, or amalgamation, merger, consolidation, reconstruction, or sale, lease, conveyance, exchange or transfer of the bank's assets. The resolution also requires two-third's approval in the event someone wants to move the bank outside of Bermuda, or in the event of winding-up, liquidation or reorganisation.

Shareholders will also be asked to vote on a resolution that will give the board the ability to grant rights to acquire shares not exceeding 20 percent of the issued and outstanding shares in the bank. Another provision would establish a directors and officers share option plan under which options to buy shares could be exercised as long as these don't exceed ten percent of the issued and outstanding shares.