BBC confirms delisting plans
Stock Exchange, according to an announcement made by the exchange on Wednesday.
Shareholders had voted to de-list at the annual general meeting last Friday at Fort Hill, Devonshire as part of a reorganisation and streamlining of the company, the release said.
It added: "As a result of the reorganisation of BBC and streamlining of the various entities coming under the umbrella of BBC, the directors were of the view that there is no useful purpose to be served by the operating company continuing as a listed company on the Bermuda Stock Exchange at this time.'' The Bermuda Stock Exchange confirmed on Monday that shareholders had voted to de-list the company, which owns Bermuda television stations ZFB and ZBM, on Friday at the AGM.
The BSX said it was suspending trading of the company's shares yesterday pending a formal announcement on the details of the deal from Bermuda Broadcasting, which were released yesterday.
The release added: "It was noted that BBC had not been in a position to declare a dividend for a number of years. Despite the financial setbacks of the past financial year the board of directors had worked to eliminate all inter-company debts held with BBC's subsidiary Devonshire Properties Ltd. with the intent that the operating company and the investment holding company become completely separate entities.'' As a result of the elimination of the inter-company debts, it was noted at the meeting that the operating company could now truly operate independently.
It said DPL is an investment holding company and owns the real estate from which BBC operates. In addition it holds a small portfolio of investments.
And added: "Now that the inter-company debts had been eliminated, the directors proposed to declare a dividend (in specie) of all the shares owned by BBC in DPL, to all members of record at the close of business on May 4, 2001. This meant that rather than receiving a cheque by way of dividend, each and every one of the shareholders shall receive the same number of shares in DPL that they have in BBC.'' In other words all BBC shareholders will get a one-for-one share in DPL.
The release said BBC's auditors, Ernst & Young, had confirmed that BBC had sufficient assets available, after taking into account the criteria set out in Section 54 of the Companies Act 1981, to effect the proposed dividend of shares and achieve separation of the two entities.
The directors said they also wished to ensure that every shareholder in BBC gets his or her equivalent share holding in DPL which will require changes to the Memorandum of Association of DPL to be processed before the shares can be issued.
The company said the dividend would be distributed on or before the July 31, 2001.
After the notice, the suspension of trading was lifted. Normally stock of a company intending to delist will trade for 90 days to allow shareholders the option of trading out (or not).
The Bermuda Broadcasting Corporation has had a bad year financially, closing the year 2000 with a net loss of $384,548 -- making a loss per share of 60 cents.
This is five times the net loss registered in 1999, when the loss stood at $71,806 and loss per share equaled 11 cents.
One of the main reasons for the poor performance of the company was an out-of-court legal settlement for a libel suit.