By Vishani Ragobeer
Chairman of Banks DIH, Clifford Reis raised serious concerns about the duration it took to fully transition the company into its new holding entity because of delays at the Guyana Securities Council.
Banks DIH Limited transitioned to Banks DIH Holdings Inc, a company meant to create a new corporate structure for the Banks DIH Group of Companies.
This move, Reis reminded shareholders at the company’s recent Annual General Meeting, was approved at a Special General Meeting on July 15, 2023.
He, however, lamented that the company only received its Certificate of Registration on January 3, 2025 from the Securities Council, 18 months after shareholders approved the venture.
“It cannot be seriously disputed that Banks DIH, before being replaced by Banks DIH Holding Inc., was the icon of public companies in Guyana. It has 15,393 shareholders and has 69 years as a public company,” Reis said, adding that the company pays billions of dollars in various taxes.
He added, “Notwithstanding that, it took 18 months after the shareholder approval for Banks DIH Holding Inc to be fully registered as a public company and to be activated so that the shares could be traded on the Guyana Stock Exchange.
“What is the message being sent to both foreign and local companies considering going public?”
Because of the company’s experience, and noting that no additional companies have been added to the Guyana Stock Exchange, Reis called for a review of capital market laws and regulations. Doing so will support the development of a “vibrant” capital market, Reis said.
He recommended that a manual or playbook be created so the regulator can be guided in their interpretation of the relevant laws and regulations. Reis also suggested that a price stabilisation mechanism be considered too.
“It is hopeful that the voices of other public companies will not remain silent. We must all speak out in the interest of the growth of the economy in Guyana because change is constant and critical to facilitate the orderly conduct of business in Guyana,” he said.
Capital Markets and Shares
The Guyana Securities Council is an independent agency that monitors and regulates the securities industry, including the Guyana Stock Exchange. It also advises the Ministry of Finance on securities matters.
And the Guyana Stock Exchange is a capital market or a marketplace of sorts where “shares” of publicly traded companies, like Banks DIH, are bought and sold. Shares are like pieces of ownership of a business. Companies issue these shares to raise money that can be invested into their expansion and shareholders, in turn, get a stake in the company and may be able to get a portion of company profits.
MORE: An explainer video on what capital markets are
Banks DIH Limited Inc., for years, listed as a publicly traded company on the Guyana Stock Exhange (which is a capital market). It had 15,393 shareholders. The company is involved in making and distributing beverages and food, and is in the restaurant, hospitality and financial services sector.
The company created a new corporate structure- Banks DIH Holdings Inc.- to “create a new corporate structure for the Banks DIH Group of Companies, which would facilitate the entry into new activities ariing from the present rapid economic development in Guyana.”
And what was the process that unfolded?
Judicial sanction of the Scheme of Arrangement, as required by law, was granted by a Court order on September 4, 2023. This Scheme of Arrangement allows for Banks DIH Limited shareholders to to exchange their shares for ones from the new holding company.
To implement this scheme, an application was made to the Guyana Securities Council. Here, Banks DIH Limited needed to be registered as a reporting issuer, and the holding company registered as a reporting issuer. In simpler terms, the Council was asked to now register Banks DIH Holdings Inc. as the publicly traded company with shares that could be traded.
The Council, Reis said, did not have a Board for two years. And when a new board was appointed in September, 2024 and met in October, approving the holding company’s registration, the certificate of registration was withheld.
There were several correspondences between the two sides, delaying the process. Reis said additional information was requested from Banks DIH, delaying the release of this certificate. Eventually, the certificate was issued this year.
Because of this lengthy process, Reis is advocating for a review of the laws and regulations locally.
