Log In

Reset Password

The ownership jungle

It is impossible to find out who actually owns Bank of Bermuda as more than half of the share owners are hidden behind trust companies, banks, deposit companies or stockbrokers.

In a trawl through the bank?s list of shareholders, the single largest shareholder in Bank of Bermuda is a US depository trust company. It holds over a third of the company?s shares ? and no one is able to find out who holds their shares with Cede & Co.

And, in fact, according to the share register, over half of the shares in the bank are held in trust and depository companies ? making it difficult on the face of it to find out who owns the bank.

?Most people with significant shareholdings probably deal with a stockbroker of some kind,? said Peter Smith, head of corporate communications at the bank. ?And you can?t get underneath the nominee accounts.?

Mr. Smith said that many trust companies or deposit companies can hold substantial amounts of shares for a large number of clients, but there was no way for the public ? or the Press to find out who had their shares lodged with the companies.

The largest shareholder according to the register is Cede & Co, a depository trust company based in New York, which according to the shareholder register has 12.6 million shares, more than a third of the bank?s shares, worth more than $567.7 million.

The bank has 29 million shares. A third of the shares is needed for a quorum and 75 percent the vote is needed to get the HSBC deal on the table to go through.

The bank?s own filings have shown that the company?s management and the Bank of Bermuda Foundation have 18.1 percent of the shares (which includes some options) between them, which will presumably be cast in favour of the HSBC buy-out.

HSBC have offered $1.3 billion for the bank, but the deal is still subject to regulatory and shareholder approval and the vote will be cast on February 16.

A spokesperson for the bank said: ?Cede & Co is the nominee name for the Depository Trust Company (also known as DTC). The underlying DTC participants are eligible banks and brokerage firms (e.g. Citibank, Bank of New York, Bear Stearns, Morgan Stanley, etc... Included in this list is Equiserve, the Bank?s US registrar and transfer agent.)

?Underlying those DTC participants are the ultimate beneficial owners which would include many individual shareholders of Bank of Bermuda, including some staff.?

The spokesperson went on to explain that a ?nominee account? is a type of account in which a company, for example a stockbroker, holds shares belonging to clients, making buying and selling those shares easier.

Of the top 20 shareholders, both corporate and individual,14,370,534 shares ($646.7 million worth at the $45 HSBC buy-out price tag) are under holding companies, trusts or depository trust companies.

As of December 31, 2002, Bank of Bermuda has listed its top shareholders as Bank of Bermuda Foundation, with 3,164,637 shares ? 10.9 percent of the entire stock, David Gutteridge with 723,148 or 2.5 percent of the stock, Richard Pearman with 340,890 or 1.2 percent of the stock, Henry Smith, 336,666 or 1.1 percent and ?all directors and officers as a group? as 2.145 million or 7.2 percent of the shares.

These include any options that can be exercised within 60 days of the listing.

But according to the share listing, The Harcourt Trust, which is Bank of Butterfield?s trust company, is the second single largest shareholder with 757,186 and holds shares for the bank?s customers.

Meiklefiled Ltd. is the third largest shareholder with 653,546, a family trust belonging to David Gutteridge and family holdings, which also hold together a further 67,211.

Bermuda Life Insurance Co. Ltd. is the fourth largest shareholder, with 510,676 shares while a company called Carnation Ltd holds 357,265 shares.