Ports of Jersey Limited: Company Formation Documents

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A decision made 14 September 2015:

Decision Reference: MD-TR-2015-0090
Decision Summary Title:	Company formation documents for Ports of Jersey Limited		Date of Decision Summary:	11th September 2015
Decision Summary Author:	Head of Shareholder Relations		Decision Summary: Public or Exempt?	Public
Type of Report: Oral or Written?	Written		Person Giving Oral Report:	N/A
Written Report Title:	Company formation documents for Ports of Jersey Limited		Date of Written Report:	11th September 2015
Written Report Author:	Head of Shareholder Relations		Written Report : Public or Exempt?	Public
Subject: Company formation documents for Ports of Jersey Limited.
Decision(s): The Minister, being responsible for the States shareholding in Ports of Jersey Limited, decided to: formally proceed with the creation of Ports of Jersey Limited, with a share capital of £1,000 divided into one thousand ordinary shares of £1 each, to be held by States of Jersey Investments Limited. instruct States of Jersey Investments Limited to establish Ports of Jersey Limited in accordance with the decision above and based on the Memorandum and Articles of Association included as an Appendix to the attached report. instruct the Board of Ports of Jersey Limited (currently the Shadow Board) that the company will remain inactive but transfer ready i.e. it will not trade until 1st October 2015 when it formally receives its statutory powers.
Reason(s) for Decision: In October 2012, the States debated P.70/2012: Incorporation of Ports of Jersey and approved “in principle” the incorporation of the Ports. The Minister for Economic Development was also requested to take the necessary action to prepare for incorporation, including preparation of legislation. As a result the States approved P.5/2015 Draft Air and Sea Ports (Incorporation) (Jersey) Law 2015, which was approved by the Privy Council on 15th July 2015. The Air and Sea Ports Incorporation (Transfer) (Jersey) Regulations 2015 were debated and approved by the States on 8th September 2015 along with the Appointed Day Act. The incorporation of the Ports is therefore due to take place on 1st October 2015. Certain administrative preparations need to have been made in advance of this date for Ports of Jersey Limited to become fully operational from 1st October 2015. These preparations include the formal creation of Ports of Jersey Limited as a Jersey company regulated by the JFSC. States of Jersey Investments Limited acts a Nominee and Trustee for the majority of the States of Jersey and its Minister for Treasury and Resources shareholdings in accordance with the Declaration of Trust.
Resource Implications: There are no resource implications for the States as a result of this decision.
Action required: The Company Secretary of States of Jersey Investments Limited to ensure resolutions are passed by States of Jersey Investments to implement the instructions given by this Ministerial Decision to establish Ports of Jersey Limited. Head of Shareholder Relations to arrange for the Treasurer and Deputy Treasurer, acting as Nominee and Trustee ordinary shareholders on behalf of the States of Jersey, to sign the necessary documentation to establish Ports of Jersey Limited, including the Memorandum and Articles of Association. Head of Shareholder Relations to forward a copy of this Ministerial Decision to the Group Chief Executive of Ports of Jersey to confirm that whilst Ports of Jersey Limited will have been formed it must not trade until 1st October 2015.
Signature:		Position: Senator A J H Maclean, Minister for Treasury and Resources
Date Signed:		Date of Decision:

Ports of Jersey Limited: Company Formation Documents

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Treasury and Resources

Ministerial Decision Report

Company formation documents for Ports of Jersey Limited

Purpose of Report

To request States of Jersey Investments Limited to pass resolutions to formally create Ports of Jersey Limited and to hold the shares in that Company.

Background

In October 2012, the States debated P.70/2012: Incorporation of Ports of Jersey and approved “in principle” the incorporation of the Ports. The Minister for Economic Development was also requested to take the necessary action to prepare for incorporation, including preparation of legislation.

As a result the States approved P.5/2015 Draft Air and Sea Ports (Incorporation) (Jersey) Law 2015, which was approved by the Privy Council on 15th July 2015. The Air and Sea Ports Incorporation (Transfer) (Jersey) Regulations 2015 were debated and approved by the States on 8th September 2015 along with the Appointed Day Act.

The incorporation of Ports of Jersey is therefore due to take place on 1st October 2015. The new company is to be Ports of Jersey Limited. Certain administrative preparations need to have been made in advance of this date for Ports of Jersey Limited to become fully operational from 1st October 2015. These preparations include the formal creation of Ports of Jersey Limited as a Jersey company regulated by the JFSC.

Additional Information

It is has been considered appropriate that the States shareholding (of £1,000 in one thousand ordinary shares) in Ports of Jersey Limited should be held by States of Jersey Investments Limited. This is the same arrangement as for the shareholdings of JT and Jersey Post.

States of Jersey Investments Limited acts a Nominee and Trustee for the majority of the States of Jersey and its Minister for Treasury and Resources shareholdings in accordance with the Declaration of Trust.

A Memorandum and Articles of Association for Ports of Jersey Limited has been developed by Treasury and Resources Department with advice from the Law Officers Department. The Economic Affairs Scrutiny Panel has also reviewed and contributed to this document. A copy of the Memorandum and Articles of Association which incorporate the input from the scrutiny panel is attached. These were provided to the States for information as part of P.68/2015.

In order to form the new company, the Jersey Financial Services Commission require:-

a signed copy of the Memorandum and Articles of Association;

JFSC form C2B – Application for consent to issue shares and/or admit a guarantor member in a proposed Jersey company;

JSFC form 3 – Statement of particulars in incorporation of a private company.

These forms will need to be signed by the Directors of States of Jersey Investments Limited.

Recommendation

That the Minister for Treasury and Resources approves the formal creation of Ports of Jersey Limited by States of Jersey Investments Limited who will hold the shares in the new company and instruct States of Jersey Investments Limited accordingly.

Resource Implications

There are no resource implications as a result of this decision.

Report author : Head of Shareholder Relations	Document date : 11th September 2015.
Quality Assurance / Review : Head of Decision Support	File name and path:
MD sponsor : Head of Shareholder Services	File name and path: