Shareholders will get their chance to agree - or disagree - to the sale of the Bank of Bermuda to multinational banking giant HSBC on February 16, 2004.

The date of the specially called shareholder meeting was announced yesterday, and will give those holding shares before November 24, the chance to vote either in favour of or against the sale, which was announced last month for the pay out price of $45 per share.

Ahead of the vote, shareholders - with some 29.9 million in bank shares outstanding - will be sent a proxy mailing with information to help them decide which way they should cast.

The materials are set to be sent out to the bank's investors in the next few weeks and were said to include a full description of the proposal, a copy of the agreement with HSBC, a letter advising the reasons the bank's executives and board members believe the sale to be in the best interest of shareholders, and the fairness opinion issued by the bank's advisor, Merrill Lynch. The information in the mailing was cited by management as key to helping shareholders make an "informed decision".

Bank of Bermuda CEO Henry Smith told The Royal Gazette: "Our job is first, to get the materials out and make sure shareholders have all of the information they need to make a decision. We want them (shareholders) to be able to ask whatever questions they need to.

"Our job is to make sure they are informed. They can vote whatever way they want to, but I need to make sure it is based on an informed opinion. If the shareholders do not want it, it will not happen. That is how it works."

In order for the sale to HSBC to go through, there must be a 30 percent quorum of issued shares represented. Of all the votes cast, 75 percent of the votes must be in favour of the acquisition. Shareholders will be able to vote either in person at the meeting, which is to be held at 2 p.m. at the Fairmont Hamilton Princess Hotel, or by proxy, or mail-in, vote.

In round numbers, the sale will only be allowed to go through if shareholders holding at least 6.5 million of the bank's shares - the bank currently trades on both the Nasdaq and Bermuda Stock Exchange - vote in favour.

Shareholder approval is one hurdle the bank must jump for the sale to happen, but it must also get a regulatory green light from the Bermuda Monetary Authority.

Mr. Smith said the shareholder vote could still go ahead if the BMA had not yet given its verdict over the sale, but said he expected that approval would be in hand before the February meeting.

"They are going to look at this on prudential grounds. It is pretty tough to see how they could look at HSBC and not approve it on prudential grounds. But we have to go through the process."

Mr. Smith said the actual time between the shareholder vote and the actual takeover of the bank by HSBC could be "a matter of days".