Jersey Post Group of Companies

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A decision made (01/12/2008) regarding: Jersey Post Group of Companies - Share Transfers.

Decision Reference: MD-TR-2008-0139
Decision Summary Title:	Jersey Post Group of Companies – Share Transfers		Date of Decision Summary:	20th November 2008
Decision Summary Author:	Jason Turner, Deputy Treasurer		Decision Summary: Public or Exempt?	Public
Type of Report: Oral or Written?	Written		Person Giving Oral Report:	N/A
Written Report Title:	Jersey Post Group of Companies – Share Transfers		Date of Written Report:	20th November 2008
Written Report Author:	Jason Turner, Deputy Treasurer		Written Report : Public or Exempt?	Public
Subject: Jersey Post Group of Companies – Share Transfers
Decision(s): The Minister instructed the officers detailed in the attached report to enact share transfers and to sign the declaration of trust as detailed in the attached report.
Reason(s) for Decision: To rationalise the shareholding within the Jersey Post group of companies and give clear accountability for operational control of these subsidiary companies to the parent companies and their directors.
Resource Implications: None.
Action required: The Deputy Treasurer to make arrangements to transfer shares and sign the declaration of trust as detailed in the attached report.
Signature:		Position: Senator Terry Le Sueur, Treasury and Resources Minister
Date Signed: 1st December 2008		Date of Decision: 1st December 2008

Jersey Post Group of Companies - Share Transfers.

Jersey Post Group of Companies – Share Transfers

Introduction

This paper details a number of proposed share transfers in respect of the Jersey Post group of companies.

The corporate structure of Jersey Post International Limited is attached as an appendix to this report.

Jersey Post International Limited

Jersey Post International Limited is owned by the States’ through a holding of 4,999,998 shares held by States of Jersey Investment Limited, one share held in trust by Mr I Black, Treasurer of the States and one share held in trust by Mr G Butler, Strategic Investments Manager.

Mr Butler is leaving his role within the States. It is, therefore, recommended that this share is transferred to Mr J Turner, Deputy Treasurer of the States.

Subsidiary Companies

Jersey Post International Limited was incorporated in June 2006. It has a subsidiary, Jersey Post Limited which in turn has a number of subsidiary companies. Shares in the subsidiary companies are currently held on the basis of 9,998 shares being held by the parent company, one share being held in trust by Mr Ian Black, Treasurer of the States, and one share held in trust by Mr Richard Bell, the current Chief Officer of the Social Security Department.

This report proposes that the shares in the subsidiary companies currently held by Mr Black and Mr Bell are transferred to the relevant parent companies. This will make the companies wholly owned subsidiaries of their parent company. This will rationalise the shareholding and give clear accountability for operational control of these subsidiary companies to the parent companies and their directors.

The Memorandum of Understanding with Jersey Post International Limited outlines the relationship between the group of companies and the Treasury and Resources Minister; this includes a no surprises policy in terms of decisions and actions taken by the group of companies; this will continue to apply to the group irrespective of these proposed share transfers.

Recommendation

It is recommended that the Minister instructs the named officers to enact the following share transfers and require Mr Jason Turner, Deputy Treasurer, to sign the declaration of trust attached at appendix B to this report.

Company	Parent Company	Proposed Share Transfer
Company	Parent Company	One share from	To
Jersey Post International Limited	States of Jersey Investments Limited	Mr George Butler	Mr Jason Turner
Jersey Post Limited	Jersey Post International Limited	Mr Ian Black	Jersey Post International Limited
Jersey Post Limited	Jersey Post International Limited	Mr Richard Bell	Jersey Post International Limited
JPI (Broad Street) Limited	Jersey Post Limited	Mr Ian Black	Jersey Post Limited
JPI (Broad Street) Limited	Jersey Post Limited	Mr Richard Bell	Jersey Post Limited
JPI (Parishes) Limited	Jersey Post Limited	Mr Ian Black	Jersey Post Limited
JPI (Parishes) Limited	Jersey Post Limited	Mr Richard Bell	Jersey Post Limited
JPI (Rue Des Pres) Limited	Jersey Post Limited	Mr Ian Black	Jersey Post Limited
JPI (Rue Des Pres) Limited	Jersey Post Limited	Mr Richard Bell	Jersey Post Limited

* shares held by these individuals on behalf of the States of Jersey

Appendix B

DECLARATION OF TRUST

I, Jason Turner of States Treasury, Cyril Le Marquand House, The Parade, St Helier, Jersey, JE4 8UL HEREBY ACKNOWLEDGE AND DECLARE that I hold the shares in the Schedule hereto registered in my name as Nominee and Trustee for the States of Jersey Treasury & Resources Department (hereinafter called "the Owners") and I UNDERTAKE AND AGREE not to transfer, deal with or dispose of the said shares save as the Owners or each of them may from time to time direct AND I FURTHER DECLARE that I hold the certificates for the said shares for the Owners AND I FURTHER UNDERTAKE AND AGREE to account to the Owners for all dividends and profits which may be paid to me from time to time upon the said shares and for all other moneys or profit which may be payable to me in respect thereof AND I FURTHER UNDERTAKE AND AGREE to exercise my voting power as holder of the said shares in such a manner and for such purposes as the Owners or each of them may from time to time direct or determine.

SCHEDULE

1 fully paid share of £1 in the capital of Jersey Post International Limited

DATED this day of December 2008

Signed: -

…………………………………

Jason Turner