By NEIL HARTNELL

Tribune Business Editor

nhartnell@tribunemedia.net

An Eleuthera resort community developer is now able to “entertain more and more deep pocketed investors” after obtaining a public company ‘exemption’ from the Securities Commission of The Bahamas.

Sir Franklyn Wilson, chairman of Jack’s Bay’s parent company, Eleuthera Properties, told Tribune Business yesterday that the latter can now be more accommodating to the growing number of Bahamians approaching it about investing in the 1,200-acre project after the regulator’s year-end decision to exempt it from having to comply with the obligations imposed on public companies.

The Securities Commission, in a December 30, 2024, notice also “ordered that Eleuthera Properties is not a public issuer” on condition that the developer “amends its constitutive documents” - such as its memorandum and articles of association - “to expressly prohibit any invitation to the public to subscribe for any securities” in the company via an initial public offering (IPO) or similar mechanism.

And, as a further condition of the ‘exempt’ designation, Eleuthera Properties - which already has more than 50 equity owners - cannot take on more than150 shareholders. Sir Franklyn told this newspaper that the exemption, which was requested by the developer, gives it more flexibility - and opens the door further - when choosing whether to accept potential investors as new shareholders/equity owners.

And, in exempting it from public company obligations such as increased reporting and disclosure requirements, the Securities Commission has also established clear ‘rules of the game’ and limits on how many owners Eleuthera Properties can have so as not to breach any regulatory requirements.

Sir Franklyn pointed to recent “seven-figure money” investments by the likes of Dionisio D’Aguilar, ex-minister of tourism and aviation, and Dr Ronald Knowles, former minister of health, as examples of the calibre of investor that Eleuthera Properties is attracting.

“The position is that Eleuthera Properties, through its Jack’s Bay investment, in particular, as more and more people are convinced and satisfied that the long-run future of this company is very promising, we are being approached by people who wish to invest with is,” he told this newspaper.

“We do not wish, however, to become a public company because, as a public company, the obligations are different and so on and so forth. We don’t want to go through that. With this exemption, we are proposing to open up more and more opportunities for Bahamians, who approach us, to entertain them more than we do today.

“This is a very positive development for the company because it’s a way for us to be more positive with those investors who are approaching us.” Sir Franklyn, recalling how he first invested in the Eleuthera-based developer some 40 years ago in 1985, said: “Since then we’ve gone through so much.

“Now people see the strength of the company is so critical the phone is ringing. Very substantial people are approaching us about investing. We decided to go this route because some of the people approaching us we prefer to say yes to them, rather than ‘no’, because some of those people have pretty deep pockets.

“We don’t go doing the solicitation. What they [the Securities Commission] say is that we must not do the solicitation. People must come to us,” Sir Franklyn added. “It’s a significant thing for us. Those are people approaching us. We would not have gone to ask for this if the interest was not strong and these were not the right people we would be interested in entertaining.

“That’s the only reason we went and made the request. We would not have gone otherwise.” Sir Franklyn did not identify the potential investors that Eleuthera Properties is being approached by or is currently negotiating with.

Christina Rolle, the Securities Commission’s executive director, in the designation order signed on December 11, 2024, acknowledged that Eleuthera Properties presently has more than 50 shareholders, “has not issued and does not intend to issue its shares to the public”, and that its incorporation documents “restrict the right to transfer its shares”.

The Order granted the exemption on the condition that Eleuthera Properties “amend its constitutive documents to expressly prohibit any invitation to the public to subscribe for any securities” in the company and that the total number of equity shareholders number no more than 150.

“The public is advised that pursuant to section 197 of the Securities Industry Act, the Commission has exempted Eleuthera Properties from the ongoing obligations of a public issuer under the Act. Further, pursuant to Section 198(1)(a) of the Securities Industry Act, the Commission has ordered that Eleuthera Properties is not a public issuer,” the Securities Commission added.

Jack’s Bay has a large number of Bahamian shareholders in its immediate holding company, Eleuthera Properties. While Sir Franklyn’s Sunshine Holdings group is the largest shareholder, its other investors include the likes of Colina, BAF Financial, the John Bull Group of Companies and Royal Bank of Canada (RBC). Besides the corporate investors, the Anglican Church has been “gifted” shares in Eleuthera Properties Ltd, while the estates of the late John Morley and Billy Lowe were also among the shareholders.

Eleuthera links to the investors are through the estates of the late Albert Sands and Whitfield Kemp. Another Eleuthera shareholder is businessman Lawrence Griffin from Governor’s Harbour, while Sir Orville Turnquest, the former governor-general, and his family - long-time investment and business partners of Sir Franklyn - are also invested.

Among the amenities already in place are existing food and beverage outlets, a 10-hole golf course designed by Tiger Woods and TGR Design, 18 partially completed residential and mixed-use buildings and a 22,000-square foot partially completed activity centre with a pool and direct beach access.