The Bermuda Stock Exchange

Cohort is a Trading Member of the Bermuda Stock Exchange (“BSX”). As a BSX Trading Member, Cohort has the ability to sponsor applications for new listings on the BSX for a variety of securities including investment  funds, insurance linked securities, other fixed income securities, depository receipts, as well as full board equity listings.

The Bermuda Stock Exchange

 

The BSX was established in 1971 and is a leading international exchange for the listing of investment funds, alternative investment vehicles, early stage pre-IPO entities, specialized insurance (ILS) products and debt securities.

 

The BSX supports not only a domestic market but also provides the infrastructure for international business to enjoy the benefits associated with a listing on the BSX. As an offshore exchange, the BSX is not bound by either the European Union Listing Directives or the US SEC’s regulations but does apply international standards, has a significant history and first class reputation as evidenced by extensive recognitions from both UK and international authorities and organisations including "recognised stock exchange" status from the UK HM Revenue & Customs making qualifying debt securities eligible for the quoted eurobond exemption.

 

The BSX has developed to service a wide range of business interests for which a listing adds value and credibility. This development has been achieved as a result of Bermuda’s well established securities regulatory infrastructure and the ‘light but effective’ regime implemented by the BSX. This development has been managed to ensure that the BSX’s reputation as a premier offshore Exchange remains intact and recognized as such internationally. The general principles of the Listing Regulations seek to ensure that applicants are suitable for listing and investors have and can maintain confidence in the market.

 

An example of the BSX’s innovative and flexible approach is the ‘Mezzanine Market’ designed specifically for pre-IPO early stage, high growth potential companies. The BSX Mezzanine Market offers development stage companies the opportunity to list on a recognized international stock exchange without having to commit to a full IPO.

Corporate Services

Cohort provides a full range of corporate and administrative services to companies and partnerships established in Bermuda. Cohort works with clients and/or their advisers to establish appropriate vehicles and structures for their businesses.

Cohort provides on-going corporate secretarial assistance and support including the following:

  • Provision of registered office.
  • Provision of Bermuda resident Directors and Officers.
  • Provision of Resident representative and Company Secretary.
  • Convening statutory and other meetings.
  • Preparation and filing of statutory returns and notices.
  • Preparing share transfers, share certificates, proxies, declarations of trust and other miscellaneous documents as may be required from time to time.
  • Acting as share registrar and transfer agent.
  • Establishing and maintaining the register of directors and officers, the register of shareholders, the company's minute book and other statutory records.

When a greater degree of day to day management and control conducted from Bermuda is required, Cohort provides a range of corporate management services that can be tailored to fit the individual needs of clients.

Corporate Management

Cohort’s principals have operational experience of multi jurisdictional business groups and the impact of transfer pricing and cross-border taxation considerations. Cohort works directly with the client and its advisers to provide ‘mind, management and control’ from Bermuda seeking the tax efficient operation of offshore group entities.

The scope of corporate management services depends upon individual client requirements. These services are typically designed to support transfer pricing and tax requriements and other factors applicable to international business.

 

Cohort works with clients to understand the nature of their business and seeks to identify the high value functions that could be performed from Bermuda. The legal and accounting backgrounds of Cohort’s principals permit participation in all aspects of a company’s business, seeking to define and add value based functions from Bermuda that are demonstrably performed offshore by and for the benefit of the relevant corporate entity. These include:

  • Preparation, monitoring and reporting of corporate policies and procedures.
  • Preparation, monitoring and reporting of board and board committee codes of conduct or other corporate management regulations.

  • Evaluating prospective investments or business opportunities through corporate and financial due diligence.

  • Procuring employees for the relevant company.

  • Planning exit strategies and dealing with mergers, acquisitions and divestitures.

  • Provision of Directors and Officers.

  • Design, management and operation of comprehensive accounting and administration services.

  • Management of the audit process and operational responsibilities for monthly/quarterly financial reporting within the client group, including the provision of agreed management information.

  • Managing the day to day affairs of the company, including, if required and authorised, banking and handling correspondence, faxes and telephone calls.

Accounting & Administration

Cohort is able to offer tailored and specific accounting and general administrative services to clients ranging from investment holding entities through to fully operating entities (including private equity vehicles) and fund management companies.

Services include:

  • Designing and implementing accounting systems specific to the needs of clients;
  • Maintaining accurate, timely and complete accounting records;

  • Preparing budgets, variance analysis, forecast and periodic statements of cash movements, assets and liabilities and other financial schedules;

  • Preparing audit schedules and representing the client during the audit process; and

  • Managing and maintaining bank accounts.

Please note that the list of services above is not meant to be a comprehensive listing, It's a guide to the typical services that are generally requested. Additional services required outside of what has been listed above may be discussed.

Director & Officer Services

Good and effective corporate governance has become increasingly important together with requirements for independent oversight and considered and actual decision making within both investment funds and companies operating offshore.

Cohort offers a discreet and tailored approach to the corporate governance needs of individual clients and provides qualified and experienced Bermuda resident individuals as Directors and Officers, when appropriate to do so.

 

The provision by Cohort of Directors and Officers is ancillary to and complimented by its Corporate Services, Corporate Management and Fund Advisory capabilities.

 

The provision of Directors will include:

  • Attendance at board meetings in person or by conference call as and when required

  • Proactive approach to the conduct of board meetings and the appropriate adoption of policies and procedures dealing with governance issues;

  • Review of any material contractual arrangements to be entered into by the company;

  • Review, comment and approval of the company’s financial statements;

  • Review of proposed changes to statutory documentation, including the company’s memorandum and articles of association, prior to the company adopting such changes;

  • For investment funds, reviewing and providing input at the drafting stage of the offering document, marketing material, fact sheets and due diligence documentation.

The provision of Directors and Officers will be made following a full assessment of the relevant company and its corporate requirements. Cohort will impose capacity constraints based upon the number and nature of directorships seeking to ensure sufficient time and attention is available and committed to each appointment.