Digicel flotation will not dilute Denis O’Brien’s control

Denis O’Brien’s plans for an initial public offering of Digicel shares marks a turn away from the debt financing of the firm’s ascent. No detail is provided yet as to the size or valuation of the stake being sold. It is clear, however, that the transaction won’t dilute O’Brien’s control of the business. Far from it, indeed.

Flotation documents show that that Digicel will raise equity by selling new Class A shares, which carry a 10th of the voting power of the B stock held by O’Brien. He currently owns 100 per cent for Digicel and, for as long as he holds at least 10 per cent of the business, he will maintain control over any action requiring shareholders’ general approval.

Such actions include the election of directors, amendments to the memorandum of association and the approval of any amalgamation or merger. “This concentration of ownership and voting power may also delay, defer or even prevent an acquisi-listed firm should have a majority of independent directors on its board, there is no requirement in Bermuda to appoint any independent directors. “Three of our nine directors are independent under the NYSE rules.”

NYSE rules also hold that a domestic- listed company must have a remuneration committee comprised only of independent directors. Under Bermuda law, however, there is no requirement to appoint any independent directors. “Two of the three directors on the remuneration committee are not independent.”