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Draft Companies (Takeovers and Mergers Panel) (Amendment of Law) (Jersey) Regulations 200- (“the Draft Regulations”) and draft Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 (Appointed Day) Act (“the Appointed Day Act”): approval.

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A decision made (01/06/2009) regarding: Draft Companies (Takeovers and Mergers Panel) (Amendment of Law) (Jersey) Regulations 200- (“the Draft Regulations”) and draft Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 (Appointed Day) Act (“the Appointed Day Act”): approval.

Decision Reference: MD-E-2009-0089 

Decision Summary Title :

Lodging of Companies (Takeovers and Mergers Panel) (Amendment of Law) (Jersey) Regulations 200-

Date of Decision Summary:

1 June 2009

Decision Summary Author:

Finance Industry Development Executive

Decision Summary:

Public or Exempt?

(State clauses from Code of Practice booklet)

Public

Type of Report:

Oral or Written?

Written

Person Giving

Oral Report:

 

Written Report

Title :

Lodging of Companies (Takeovers and Mergers Panel) (Amendment of Law) (Jersey) Regulations 200-

Date of Written Report:

28 May 2009

Written Report Author:

Finance Industry Development Executive

Written Report :

Public or Exempt?

(State clauses from Code of Practice booklet)

Public

Subject:    

Draft Companies (Takeovers and Mergers Panel) (Amendment of Law) (Jersey) Regulations 200- (“the Draft Regulations”) and draft Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 (Appointed Day) Act (“the Appointed Day Act”): approval.

Decision(s):  

The Minister approved the Draft Regulations, together with the accompanying report, and also the Appointed Day Act, and requested that they be lodged au Greffe forthwith. 

Reason(s) for Decision: 

The Draft Regulations will amend the Schedule of the Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 to extend the ability of the Takeovers and Mergers Panel (“the Panel”) to make to disclosures so as to reflect the Panel’s jurisdiction in Guernsey, thus ensuring that the Panel has consistent powers across all jurisdictions where it acts. 

The Appointed Day Act will bring the Law into force on 1 July 2009, coinciding with the date on which the equivalent legislation will come into force in Guernsey.

 

 
Resource Implications: 

There are no measurable financial or manpower costs for the States.

Action required: 

To approve the Draft Regulations and the attached report and also to approve the Appointed Day Act and for the documents to be lodged au Greffe. 

Signature: 

Position:

Minister for Economic Development

Date Signed: 

Date of Decision (If different from Date Signed): 

Hide report
Draft Companies (Takeovers and Mergers Panel) (Amendment of Law) (Jersey) Regulations 200- (“the Draft Regulations”) and draft Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 (Appointed Day) Act (“the Appointed Day Act”): approval.

LODGING OF THE COMPANIES (TAKEOVERS AND MERGERS PANEL) (AMENDMENT OF LAW) (JERSEY) REGULATIONS 200- (“THE DRAFT REGULATIONS”)

&

COMPANIES (TAKEOVERS AND MERGERS PANEL) (JERSEY) LAW 2009 (APPOINTED DAY) ACT (“THE APPOINTED DAY ACT”)  

1 THE ISSUE AND RECOMMENDATION  

  1. It is recommended that the Minister for Economic Development (“the Minister”) should approve the Draft Regulations and the report attached to them, also approve the Appointed Day Act and sign the Decision Summary and that the documents should be lodged au Greffe.

 

  1. BACKGROUND

 

  1. Takeovers and mergers in Jersey have for some time been regulated by the Panel for Takeover and Mergers (“the Panel”), a body based in the UK.  The Panel historically regulated takeovers in both the UK and the Crown Dependencies on an informal basis.  Although this is considered to have worked well in practice, the European Union’s Takeover Directive (2004/25/EC) (“the Directive”) required that the Panel, as a designated supervisory authority, should be recognised by national law (Art 4(1) of the Directive).  The implementation of the Directive in UK national law was included in the Companies Act 2006, as Chapter 1 of Part 28 (“Chapter 1”).
  2. Now that the Panel has been placed within a statutory framework in the UK, they do not consider it appropriate to continue to administer takeovers in Jersey unless an equivalent framework applies here.  The Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 (“the Law”) set up such a framework.  The Law was passed by the States on 16 July 2008, approved by the Privy Council on 10 December 2008 and registered at the Royal Court on 2 January 2009.
  3. Similar statutory arrangements have been made in Guernsey by the Companies (Panel on Takeovers and Mergers) Ordinance, 2009 (“the Guernsey Ordinance”), passed by the States of Guersey on 29 April 2009.  The Isle of Man have followed the alternative route of allowing the UK to extend the effect of Chapter 1 to the Isle of Man by the Companies Act 2006 (Application of Takeover Provisions) (Isle of Man) Order 2008 (SI 2008/3122).
  4. The Guernsey Ordinance, which will come into force on 1 July 2009, will introduce a new Part XVIIIA and Schedule 6 into the Companies (Guernsey) Law, 2008.  The Guernsey Schedule 6 is a schedule of permitted disclosures, similar to the Schedule to the Law, and also similar to Schedule 2 of the UK Companies Act 2006.  In order for the Panel to have consistent powers in all jurisdictions where it operates, these Schedules must all allow for the same disclosures.  For this reason, on 12 May 2009, the UK passed the Companies Act 2006 (Amendment of Schedule 2) (No 2) Order 2009 (SI 2009/1208), amending the UK Schedule 2 to include the Jersey and Guersney provisions.  (No such requirement exists in relation to the Isle of Man, as this is effectively included within the UK provisions by the Order-in-Council.)  The UK Order will also come into force on 1 July 2009.
  1. THE PROPOSED NEW REGULATIONS

 

  1. The Draft Regulations add two extra paragraphs to the Schedule of the Law, incorporating the Guernsey permitted disclosures by cross-reference.
  1. THE APPOINTED DAY ACT

 

  1. The Appointed Day Act provides for the Law to come into force on 1 July 2009, coinciding with the Guernsey Ordinance.

 

  1. RECOMMENDATION

 

5.1 It is recommended that the Minister should approve the Draft Regulations and the report attached to them, also approve the Appointed Day Act and sign the Decision Summary and that the documents should be lodged au Greffe. 
 
 

JAMES MEWS

Finance Industry Development Executive

 

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