One of Government’s objectives for the cellular liberalisation process was for the new cellular company to be majority owned by a wide cross-section of Bahamians. As such, the RFP required that, regardless of which applicant was selected as the most suitable to operate the second cellular network in The Bahamas, a new company (NewCo) would be formed to hold the operating and spectrum licences to be awarded by URCA. Immediately following the conclusion of the spectrum auction, the Task Force commenced discussions with CBL regarding the ownership arrangement that was stipulated in the RFP.

These discussions led to the conclusion of the Shareholder’s Agreement (SHA) that will govern the relationship between CBL and HoldingCo.  The final SHA is consistent with the principles set out in the draft SHA that CBL committed to during Phase I of the selection process.

In line with CBL’s Phase I commitments, HoldingCo holds 51.75% of the shares in NewCo and CBL the balance. The corporate structure of NewCo is shown below.

About HoldingCo

In order to ensure that the majority equity ownership interest in NewCo is as widely distributed as possible, the Government has created another company (HoldingCo) that holds the majority shareholding in NewCo on behalf of the Bahamian people.

HoldingCo was formed with Government as the initial shareholder to facilitate the timely formation and licensing of NewCo, but Government’s shareholding would only be temporary in nature.

HoldingCo shares will be offered to institutional investors that represent a broad Bahamian base (such as pension funds and credit unions) using a Private Placement Memorandum. The Task Force and its advisor, PricewaterhouseCoopers, will now focus on soliciting eligible investors. However, this will not interfere with the timing of NewCo’s launch since the relevant licences have been granted by URCA.

The Government has appointed an Initial Board for HoldingCo until such time as HoldingCo’s shares have been divested.