Market Notice: CBI and Offer of Securities
Basseterre, February 14th, 2023
The Eastern Caribbean Securities Regulatory Commission (ECSRC) (“the Commission”) advises the public in the Eastern Caribbean Securities Market (ECSM) that any person or company wishing to engage in the issue or offer of shares/securities, whether via a public or private issue or offer, must first seek the authorisation of the Commission as per the rules and regulations detailed under the Securities Act[1].
Section 92 (3) of the Act governs the public offer of shares and provides that “no person shall make a public offer of securities unless the issuer or offeror of the securities has submitted for approval to the Commission a prospectus which complies with this Act, and the Commission has approved the prospectus”.[2]
For the prospective issuers seeking to offer securities via Private Placement, an application should be submitted to the Commission for assessment of the Offer under section 92 (1) (c) of the Act to determine its eligibility for registration as a private placement.
The public is advised that the Commission has made no distinction between a company seeking to raise capital via private placements from foreign individuals’ resident overseas versus individuals located within the member territories.
Advertisements for the issue and offer of shares is guided by Regulation 3 of the Securities (Advertisement) Regulations and provides “only persons who are licensed by the Commission in respect of securities business, or an authorised person, shall issue or cause to be issued a securities advertisement in [relevant member territory]”
Where applicable, the ECSRC takes this opportunity to remind persons seeking to offer shares or securities in any Citizenship by Investment product that such issue or offer of shares/securities must be conducted in accordance with the provisions of the Securities Act and its Subsidiary legislation.
Individuals and companies that are considering an offer of shares/securities to the public or via private placement are encouraged to review the Securities Act and its subsidiary legislations to ensure that such issues or offers are made within the confines of the law.
Members of the public are reminded that failure to comply with the provisions of the Securities Act and its subsidiary legislations does constitute an offence liable on summary conviction to a fine.
For further information and clarification on the legal requirements for offers of securities, please contact the Commission at the following address:
Chief Executive Officer
Eastern Caribbean Securities Regulatory Commission
P O Box 1855
Bird Rock, Basseterre
St. Kitts and Nevis
The ECSRC continues to supports the growth of a fair, efficient and transparent securities market.
[1] The various Securities Acts enforced throughout the ECSM are: Securities Act Chapter S13 of Anguilla; Securities Act No. 14 of 2001 of Antigua and Barbuda; Securities Act No. 21 of 2001 of the Commonwealth of Dominica; Securities Act No. 23 of 2001 of Grenada; Securities Act Chapter 11.01 of Montserrat; Securities Act Chapter 21.16 of Saint Christopher (St. Kitts) and Nevis; Securities Act Chapter 12.18 of Saint Lucia; and Securities Act Chapter 261 of Saint Vincent and The Grenadines
[2] This refers to the general section in the generic Securities Act. The specific sections to the various Securities Acts enforced throughout the ECSM member countries are: s. 91 of the Securities Act Chapter S13 of Anguilla, s.92 Securities Act No. 14 of 2001 of Antigua and Barbuda, s.92 of the Securities Act No. 21 of 2001 of the Commonwealth of Dominica, s. 92 of the Securities Act No. 23 of 2001 of Grenada, s.92 of the Securities Act Chapter 11.01 of Montserrat, s. 92 of the Securities Act Chapter 21.16 of Saint Christopher (St. Kitts) and Nevis, s. 92 of the Securities Act Chapter 12.18 of Saint Lucia, s. 92 of the Securities Act Chapter 261 of Saint Vincent and the Grenadines.