APPROVAL OF SHARE OFFERING
At the Executive Council meeting of the Government of Anguilla on 23rd of March, 29th of June 2017 and 3rd of August 2017, it was resolved that:
The Government of Anguilla will sell by Public Offering 4,636,100 shares the Government of Anguilla owns in ANGLEC in the following prescribed manner:
a. The sale will prioritize individual Anguillan Belongers residing in Anguilla or abroad, those individuals who hold official residency status in Anguilla, and all those individuals who have lived in Anguilla for at least six months of each calendar year of 2015 and 2016; and
b. Corporate applicants being limited to companies incorporated in Anguilla with the majority of its shares being held by 1) Anguillan Belongers residing in Anguilla or Abroad, 2) those individuals who hold official residency status in Anguilla, and 3) all those individuals who have lived in Anguilla for at least six months of each calendar year 2015 and 2016.
c. If the sale is not fully subscribed or exhausted by (a) and (b) above, the sale will be allocated to the following:
1. Individuals outside the definition of letter (a) above and are nationals of the OECS.
2. Corporate applicants outside the definition of (b) above and are incorporated and owned by individuals which are nationals of the OECS.
d. Selling price of EC$5.86 per share be used;
e. The Allotment shall be undertaken in blocks of 100 shares (EC$586.00) with all applications for lesser amounts being satisfied before any further allotments are made.
f. There shall be no provision for the subsequent sale of any under-subscribed portion of the Offer.
g. That if at least a minimum subscription of EC$11,720,000.00 (being 2,000,000 shares) is reached then the sale shall be complete.
h. That the share issue shall be open until 2:00 p.m. on September 25, 2017 to allow maximum participation by the public and no special rights, pre-emptive or otherwise will be attached to these shares;
i. That the collection, allotment, registration and settlement of shares made available through this offering would be undertaken using licensed securities intermediaries and the primary market infrastructure of the Eastern Caribbean Securities Exchange (ECSE);
j. That the Eastern Caribbean Central Securities Registry (ECCSR) would be responsible for maintaining and servicing shareholder records on behalf of Anguilla Electricity Company Limited; and
k. That the Offering shall be registered with the ECSRC.
CORPORATE GOVERNANCE
Articles of Continuance
The Company is authorised by its Articles of Continuance to engage in a wide range of business activities which primarily includes, but is not limited to, the generation, transmission and distribution of electricity in Anguilla.
By-laws
Following are extracts from the By-laws of the Company as they relate to Directors:
(i) Pursuant to Paragraph 4.2, there shall be a minimum of five (5) and a maximum of nine (9) Directors;
(ii) Pursuant to Paragraph 4.3, Directors shall be elected by the shareholders through secret vote.
(iii) Pursuant to Paragraph 4.6, unless their tenure is sooner determined, a director shall hold office for a period of three (3) years.
(iv) Pursuant to Paragraph 4.7.1, the shareholders of the Company may, by ordinary resolution passed at a special meeting of the shareholders, remove any Directors from office and a vacancy created by the removal of a Director may be filled at the meeting of the shareholders at which the Director is removed;
(v) Vacancies among the directors of the Company, including a vacancy occurring pursuant to the preceding paragraph, may be filled by a quorum of the directors of the Company under Section 72 of the Companies Act.
(vi) Pursuant to Paragraph 5.1, the Directors may from time to time:
a) Borrow money upon the credit of the Company;
b) Issue, reissue, sell or pledge debentures of the Company;
c) Subject to Section 54 of the Companies Act, give a guarantee on behalf of the Company to secure the performance of any lawful obligation of any person; or
d) Mortgage, charge, pledge or otherwise create a security or interest in all or any property of the Company, owned or subsequently acquired, to secure any obligation of the Company.
(vii) Pursuant to Paragraph 7.1, the remuneration to be paid to the directors shall be such as the shareholders may from time to time determine and such remuneration may be in addition to the salary paid to any officer or employee of the Company who is also a director, unless otherwise resolved by the shareholder(s). The directors shall also be entitled to be paid their traveling and other expenses properly incurred by them in connection with the affairs of the Company.
(viii) Pursuant to Paragraph 7.2, the Directors may award special remuneration to any Director undertaking any special services on the Company’s behalf other than routine work ordinarily required of a Director and approval of the shareholders shall not be required.
For the year ended December 31, 2016, aggregate Directors compensation and expenses totalled EC$451,168. For the current financial year, Directors’ compensation and expenses are expected to remain at the same level. Per the Bylaws, the remuneration of the Directors is set by the Shareholders.
The Company’s By-laws do not provide for an age limit by which Directors must retire.
ONGOING FINANCIAL INFORMATION
The Company will, on an ongoing basis, report its affairs as they evolve to the shareholders on a timely basis.
In particular, the Company has committed to: publish annual audited financial statements in the official gazette within one hundred and twenty (120) days of the fiscal year end as mandated by the Companies Act 2014. In addition, shareholders will be provided with management discussion and analysis of the business, financial position and performance of the Company as may be appropriate and comply with the ongoing reporting and disclosure requirements of the Eastern Caribbean Securities Regulatory Commission (ECSRC) and the Eastern Caribbean Securities Exchange (ECSE) to meet its obligations as a Public Company.
The year-end of the Company is December 31.
MATERIAL CHANGE REPORTING
The Company will issue news releases promptly and within seven days to its shareholders following a material change in the business or affairs of the Company. A “material change” is a matter which is likely to affect a shareholder’s decision to sell or purchase shares or which is likely to affect the price of the shares.
The Company’s Officers and Directors have undertaken that they will not trade in any shares of the Company while there is an undisclosed material change. By so doing, ANGLEC intends that all trading in its shares is conducted on a basis of equal access to information regarding the Company.
MATERIAL LITIGATION
There are no material current, pending or threatened claims, legal or arbitration proceedings against the Company or any of its directors or properties that may have a significant effect on the Company’s financial position. INSURANCE COVERAGE The Company reviews its insurance coverage annually and is of the opinion that it maintains adequate insurance coverage for its business operations and associated business risks except on its transmission and distribution assets.
The Company is exposed to insurance risk on its transmission and distribution assets. These assets are not covered by external insurance. To manage this risk, the Company has established a “Self-insurance fund” and will continue to set aside funds on an annual basis to increase the funds and mitigate the risk of damage from catastrophic events. At present, the fund balance may not be adequate to cover for a possible catastrophic occurrence. The fund is placed in a term deposit with local banks and is restricted to provide coverage for required expenditures in the event of natural disasters or similar catastrophic events. However, as per the Company internal assessment the current level of the fund is very low as compared to the 60% or EC$24,000,000 current risk exposure. The Company however will continue to aggressively fund its self-insurance program until it reaches the required risk exposure. Also, to further mitigate the risk, the Company continues to upgrade the transmission and distribution system to withstand higher categories of wind velocities.
COMMISSION TO AGENTS
The Government of Anguilla has entered into arrangements with the Bank of St. Lucia Ltd. (BOSL) of Castries, St. Lucia, a licensed intermediary to act as Principal Broker and New Issue Application Receiving Firm, placement agents and/or investment company, in respect of this issue. BOSL will be paid a flat fee for the procurement of subscriptions for shares of this offer. The BOSL will work with a syndicate of other licensed intermediaries to successfully place the shares being offered.
COMMISSIONS TO SUBSCRIBERS
No commission is payable or has been paid to anyone for subscribing or agreeing to subscribe to this offer.
DISCOUNTS TO SUBSCRIBERS
No discount has been granted or arranged to anyone subscribing or agreeing to subscribe to this offer.
CONSENT OF ADVISORS
BDO Eastern Caribbean, (“the Corporate Advisors”) have been retained as corporate advisors to the Government of Anguilla. The Corporate Advisors do not represent the investing shareholders in ANGLEC with regard to this Prospectus and the related Public Offering and no independent advisor has been retained to represent such shareholders. The Corporate Advisors have given and not withdrawn their consent to the issue of this Prospectus with the inclusion herein of their names as Corporate Advisors to the offering in the form and context in which they are included. Neither the Directors nor employees of the Corporate Advisors have a financial interest in ANGLEC and do not intend to apply for shares in this issue. The Corporate Advisors’ role in this offer is one of advisory services to the Government of Anguilla only and they are not providing placement, promotion, underwriting or advocacy services. Finally, the price set for the offer has been determined by the Government of Anguilla and not by the Corporate Advisors.
