BSE looks at a new era
may be forced to change their bye-laws, once new listing requirements are put in place.
BSE chairman, Mr. Charles Gunn, has confirmed that certain long-held practices, and some omissions, by Bermuda companies will have to be changed as the BSE moves to an exchange of international standard.
The BSE is intending to host groups of seminars, starting this month, with professionals, such as lawyers and accountants and with currently listed companies, together with the general public about the new changes.
Already there is a new look to the stock exchange. And there is a lot of new, international interest, partly as a result of its exposure through Bloomberg Financial Markets.
Mr. Gunn said: "Things are moving along very quickly. The interest outside of Bermuda in the activities of the Exchange has increased significantly.
There have been a lot of calls from lawyers and brokers -- the investment professionals -- from the US, Canada and the UK.
"They want to know about membership and about listing securities on the Exchange.
"Greg (Wojciechowski, the newly installed chief operating officer of the BSE) and our consultants were in New York recently meeting with a number of attorneys and some of the merchant banks, and software supplier, Bloomberg.
"They were overwhelmed by the interest and I had the same thing happen to me on a recent trip to western Canada.'' The Exchange is likely to seek internationally accepted operating procedures for publicly listed firms that have not necessarily all been enforced in the past.
Explained Mr. Gunn: "Companies planning significant changes have been having confidential meetings with us to ensure that what they are intending to do is meeting with the requirements of the Exchange. That is what it is all about.
"The Exchange's principal function is to provide a fair, orderly and efficient market for the trading of securities. To do that we want to protect investors by ensuring that there is full disclosure by the listed companies.
"We are not going to comment on the investment, but we want to make sure that the potential investor has all the information that they require to make a reasoned decision.'' There will be disclosable events where firms will have to provide written information to shareholders, when significant changes have occurred, changes that could affect the value of the stock held by shareholders.
Companies must agree, through a new set of listing rules, to make certain events or issues public. And they will no longer be able to control who is allowed or not allowed to buy shares in their publicly listed companies.
Mr. Gunn said: "In the event that such changes conflict with the bye-laws of some companies, their bye-laws will have to be changed. Some bye-laws require that a transfer of shares requires approval by the directors. Shares listed on a public exchange have to be freely transferable within the law of the land.'' Mr. Gunn said that some of the changes will require time to implement, and the BSE was mindful of the need for a "grandfathering period'' which may be as long as two years to allow the companies that need to make changes, the time to do it.
He continued: "There are other things too, like the 60 0 rule. Take Canada for example. If you want to buy shares of the Royal Bank of Canada and you placed an order with a broker and he executed that order on the Toronto Stock Exchange, you'd get the shares.
"But because you are a non-resident, the share ownership is classed as non-resident. There are restrictions in most countries, but in Canada it is even more restricted. No more than 25 percent of the shares of a bank can be owned by non-Canadians.
"So the 60 0 issue in Bermuda can be controlled in a number of ways.'' There have been 10 applications so far for those wishing to be registered as trading members, including the Island's three banks.
The opening of the Exchange to new trading members, has increased the number of interested brokers.
Applications for trading memberships are being considered by the BSE's consulting firm, International Securities Consultancy (ISC) Inc. and Mr.
Wojciechowski.
Mr. Gunn, said: "The review is being done by Greg and the consulting firm.
They've had some meetings with some of the applicants.
"They are employees of the Exchange. Some of us would not qualify to vet such applications because of our direct association with other applicants (the banks).
"It would be a conflict of interest. It's just so that the directors are not being made privy to the business plans of the other applicants.'' ISC is still working to complete the listing rules. Last Friday was the deadline for comment on the international listing rules.
Mr. Gunn said: "There are comments from lawyers, brokers and others within that broad range of market players in New York, Toronto, London and other cities that we looked for. We sent out copies of the draft listings and asked for comments.
"We want to make sure that we are on the right track, because we are going to rely on these people outside of Bermuda to bring business. We have to be sure that what it is we are proposing is going to be acceptable to the international business community.
"We also have the domestic listing rules going out now to local players, lawyers, accountants and others. Our target is to have the international listing rules completed, finalised and approved by the Bermuda Monetary Authority by the end of summer, end of August maybe. And the domestic listing rules finished by the end of September.'' MR. CHARLES GUNN -- BSE chairman.