High Court blocks Banks DIH Holdings capping voting rights of shareholders

Last Updated on Friday, 30 January 2026, 17:41 by Writer

High Court Judge, Sandil Kissoon on Friday blocked Banks DIH Holdings Inc from implementing a directors’ resolution to cap voting rights of shareholders with 15 percent share capital at Saturday’s annual general meeting (AGM), pending the hearing and determination of the substantive case brought by two local stock brokerages.

Guyana Americas Merchant Bank and Beharry Stockbrokers Limited filed the action against Banks DIH Holdings Inc after its directors on November 20, 2025 adopted a resolution purported an amendment with By-Law 8, that introduces and imposes a cap on voting rights on shareholders at 15 percent of the issued share capital and restricts ownership to 15 percent of the issued share capital.

Justice Kissoon says the resolution arrogates the right to Banks DIH and its directors to invalidate votes held by a shareholder in excess of 15 percent of the share capital.

Represented by Attorney-at-law Stephen Fraser, the stock brokerages obtained an interlocutory injunction order restraining Banks DIH’s directors, officers or chairman of the meeting, company secretary, servants, agents, or otherwise from presenting, tabling, proposing, putting to a vote, or permitting to be voted upon at the Annual General Meeting scheduled for 31 January 2026 or on any adjournment date, any resolution seeking to confirm, adopt, or give effect to “New By-law 8 Share Ownership”.

The court also ordered Banks DIH to suspend the operation and legal effect of By-law 8 and restraining the company from implementing, enforcing or relying on that by-law pending the final determination of the proceedings.

The court also bars the company from treating as invalid, disregarding, discounting, or refusing to count any votes lawfully attached to issued ordinary shares of Banks DIH by reference to any alleged 15 percent ownership or voting limitation, whether under New By-law 8 or otherwise, pending the final determination of these proceedings.

Banks DIH is also prohibited from issuing, acting upon, or giving effect to any notice, demand, investigation, tracing exercise, divestment request, or sale process purportedly authorised by New By-law 8, including any step said to arise from allegedly “acting in concert”, beneficial ownership, or aggregation of holdings, or purporting to exercise or assume, whether directly or indirectly, any power reserved by statute to the Guyana Securities Council, including any power to impose, enforce or police any ownership or voting limits in a public company under the Securities Act.

The substantive case filed on January 27 by Guyana Americas Merchant Bank Inc and Beharry Stockbrokers Limited seeks a High Court order restraining Banks DIH from applying, enforcing, or relying upon “New By-law 8 – Share Ownership” to prevent, frustrate, or deter any lawful acquisition of shares capable of triggering the take-over and change-of-control provisions of Part XI of the Securities Industry Act, Cap. 73:04, or of depriving shareholders of the statutory protections and benefits.

Also being sought is a declaration by the court that “New By-law 8 – Share Ownership” is unlawful, void and of no effect insofar as it operates, in purpose or effect, to defeat, circumvent, or render nugatory the take-over bid and change-of-control regime established under Part XI of the Securities Industry Act, Cap. 73:04, including by preventing any person from lawfully acquiring control so as to trigger the statutory protections afforded to shareholders, and so unlawfully deprive shareholders of the benefits conferred by the Act upon a takeover or acquisition of control, including the right to receive an equal and mandatory offer and the opportunity to realise a control premium.