Companies
(Takeovers and Mergers Panel) (Jersey) Law 2009
A LAW to provide for a body to be
appointed to oversee and establish rules for the takeovers and mergers of
companies and other corporate bodies.
Commencement
[see endnotes]
part 1
Interpretation
1 Interpretation
(1) In
this Law, unless the context otherwise requires –
“City Code” means
the City Code on Takeovers and Mergers issued by the Panel on Takeovers and
Mergers of the United Kingdom;
“Commission” means
the Jersey Financial Services Commission;
“Companies Act 2006”
means the Companies Act 2006 (c.46) of the United Kingdom as amended,
extended or applied from time to time;
“company”
means any body corporate, whether or not a company
within the meaning of the Companies (Jersey) Law 1991[1];
“Court” means the
Royal Court;
“disclosure requirement” means a requirement imposed
under Article 7;
“Financial Services Authority”
means the Authority of that name within the meaning of the Financial Services
and Markets Act;
“Financial Services and Markets
Act” means the Financial Services and Markets Act 2000 (c.8)
of the United Kingdom;
“Minister” means the
Chief Minister;
“Panel” means the
body described in Article 2(2);
“regulatory Law” has the meaning in
Article 11(5);
“rule-based requirement”
means a requirement imposed under rules;
“rules”
mean rules made under Article 3;
“Takeover Appeal Board”
has the meaning in Article 12;
“takeover bid” includes a takeover bid within the
meaning of the Takeovers Directive;
“Takeovers Directive”
means Directive 2004/25/EC of 21st April 2004 on takeover bids (O.J.
No. L142 30.04.2004) as amended from time to time.[2]
(2) References
to the Takeovers Directive in this Law are references to that Directive as if
it applied to Jersey.
part 2
takeover panel
2 Appointment
of body to oversee takeovers
(1) The
Minister may, by Order, appoint a body, including a body established under, or
recognized by, a law of a country or territory outside Jersey, to have the
functions set out in Articles 3 to 20.
(2) The
body appointed under paragraph (1) shall be known as the Panel on
Takeovers and Mergers (“Panel”).
(3) The
Panel may do anything that it considers necessary or expedient for the purposes
of, or in connection with, its functions.
(4) Subject
to Article 3(4) and (5), the Panel may make arrangements for any of its
functions to be discharged by a committee or sub-committee of the Panel, or an
officer or member of staff of the Panel or a person acting as such.
3 Rule
making powers of the Panel
(1) The
Panel must make rules giving effect to Articles 3.1, 4.2, 5, 6.1 to 6.3, 7
to 9 and 13 of the Takeovers Directive.
(2) Rules
made by the Panel may also make other provision –
(a) for or in connection with the regulation of –
(i) takeover bids,
(ii) merger transactions,
(iii) transactions
not falling within clause (i) or (ii) that have
or may have, directly or indirectly, an effect on the ownership or control of
companies;
(b) for or in connection with the regulation of things done in
consequence of, or otherwise in relation to, any such bid or transaction;
(c) about cases where –
(i) any such bid or transaction is, or has been, contemplated or
apprehended, or
(ii) an announcement is made denying that any such bid or
transaction is intended.
(3) The
provision that may be made under paragraph (2) includes, in particular, provision
for a matter that is, or is similar to, a matter provided for in the City Code
as it had effect immediately before 8th November 2006 (being the date when
the Companies Act 2006 was passed).
(4) In
relation to rules made by virtue of Article 17 (fees and charges),
functions under this Article may be discharged either by the Panel itself or by
a committee of the Panel (but not otherwise).
(5) In
relation to rules of any other description, the Panel must discharge its
functions under this Article by a committee of the Panel.
4 Further
provisions about rules
(1) Rules
may –
(a) make different provision for different purposes;
(b) make provision subject to exceptions or exemptions;
(c) contain incidental, supplemental, consequential or
transitional provision;
(d) authorize the Panel to dispense with or modify the
application of rules in particular cases and by reference to any circumstances.
(2) Rules
made by virtue of paragraph (1)(d) must require
the Panel to give reasons for acting as mentioned in that sub-paragraph.
(3) Rules
must be made by an instrument in writing.
(4) Immediately
after an instrument containing rules is made, the text must be made available
to the public, with or without payment, in whatever way the Panel thinks
appropriate.
(5) A
person is not to be taken to have contravened a rule if he or she shows that at
the time of the alleged contravention the text of the rule had not been made
available as required by paragraph (4).
(6) The
production of a printed copy of an instrument purporting to be made by the
Panel on which is endorsed a certificate signed by an officer of the Panel
authorized by it for that purpose and stating –
(a) that the instrument was made by the Panel;
(b) that the copy is a true copy of the instrument; and
(c) that on a specified date the text of the instrument was made
available to the public as required by paragraph (4),
is evidence of the
facts stated in the certificate.
(7) A
certificate purporting to be signed as mentioned in paragraph (6) is to be
treated as having been properly signed unless the contrary is shown.
(8) A
person who wishes in any legal proceedings to rely on an instrument by which
rules are made may require the Panel to endorse a copy of the instrument with a
certificate of the kind mentioned in paragraph (6).
5 Rulings
(1) The
Panel may give rulings on the interpretation, application or effect of rules.
(2) To
the extent and in the circumstances specified in rules, subject to any review
or appeal, a ruling has binding effect.
6 Directions
Rules may contain provision conferring power on the Panel to give
any direction that appears to the Panel to be necessary in order –
(a) to restrain a person from acting (or continuing to act) in
breach of rules;
(b) to restrain a person from doing (or continuing to do) a
particular thing, pending determination of whether that or any other conduct of
his or hers is, or would be, a breach of rules;
(c) otherwise to secure compliance with rules.
7 Power
to require documents and information
(1) The
Panel may by notice in writing require a person –
(a) to produce any documents that are specified or described in
the notice;
(b) to provide, in the form and manner specified in the notice,
such information as may be specified or described in the notice.
(2) A
requirement under paragraph (1) must be complied with –
(a) at a place specified in the notice; and
(b) before the end of such reasonable period as may be so
specified.
(3) This
paragraph applies only to documents and information reasonably required in
connection with the exercise by the Panel of its functions under this Law.
(4) The
Panel may require –
(a) any document produced to be authenticated; or
(b) any information provided (whether in a document or
otherwise) to be verified,
in such manner as
it may reasonably require.
(5) The
Panel may authorize a person to exercise any of its powers under this Article.
(6) A
person exercising a power by virtue of paragraph (5) must, if required to
do so, produce evidence of his or her authority to exercise the power.
(7) The
production of a document in pursuance of this Article does not affect any lien
that a person has on the document.
(8) The
Panel may take copies of or extracts from a document produced in pursuance of
this Article.
(9) A
reference in this Article to the production of a document includes a reference
to the production of –
(a) a hard copy of information recorded otherwise than in hard
copy form; or
(b) information in a form from which a hard copy can be readily
obtained.
(10) A person
is not required by this Article to disclose documents or information in respect
of which a claim to legal professional privilege could be maintained in legal
proceedings.
8 Restriction
on disclosure
(1) This
Article applies to information (in whatever form) –
(a) relating to the private affairs of an individual; or
(b) relating to any particular business,
that is provided to
the Panel in connection with the exercise of its functions under this Law.
(2) No
such information may, during the lifetime of the individual or so long as the
business continues to be carried on, be disclosed without the consent of that
individual or (as the case may be) the person for the time being carrying on
that business.
(3) Paragraph
(2) does not apply to any disclosure of information that –
(a) is made for the purpose of facilitating the carrying out by
the Panel of any of its functions under this Law;
(b) is made to a person specified in Part 1 of the Schedule;
(c) is of a description specified in Part 2 of the Schedule; or
(d) is made in accordance with Part 3 of the Schedule.
(4) The
States may by Regulations amend the Schedule.
(5) The
States must not –
(a) amend Part 1 of the Schedule by specifying a person
unless the person exercises functions of a public nature (whether or not he or
she exercises any other function);
(b) amend Part 2 of the Schedule by adding or modifying a
description of disclosure unless the purpose for which the disclosure is
permitted is likely to facilitate the exercise of a function of a public
nature;
(c) amend Part 3 of the Schedule so as to have the effect
of permitting disclosures to be made to a body other than one that exercises
functions of a public nature in a country or territory outside Jersey.
(6) Paragraph
(2) does not apply to –
(a) the disclosure by an authority within paragraph (7) of
information disclosed to it by the Panel in reliance on paragraph (3);
(b) the disclosure of such information by anyone who has
obtained it directly or indirectly from an authority within paragraph (7).
(7) The
authorities within this paragraph are –
(a) the Commission;
(b) an authority designated as a supervisory authority for the
purposes of Article 4.1 of the Takeovers Directive;
(c) any other person or body that exercises functions of a
public nature under legislation in a country or territory outside Jersey that
are similar to the Panel’s functions or those of the Commission.
(8) This
Article does not prohibit the disclosure of information if the information is
or has been available to the public from any other source.
(9) Nothing
in this Article authorizes the making of a disclosure in contravention of the Data
Protection (Jersey) Law 2018[3].[4]
9 Offence
of disclosure in contravention of Article 8
(1) A
person who discloses information in contravention of Article 8 is guilty of
an offence, unless –
(a) he or she did not know, and had no reason to suspect, that
the information had been provided as mentioned in Article 8(1); or
(b) he or she took all reasonable steps and exercised all due
diligence to avoid the commission of the offence.
(2) A
person guilty of an offence under this Article is liable to imprisonment for a
term of 2 years and a fine.
(3) Where
an offence under this Article committed by a limited liability partnership or
company is proved to have been committed with the consent or connivance of, or
to be attributable to any neglect on the part of –
(a) a person who is a partner of the partnership, or director,
manager, secretary or other similar officer of the company; or
(b) any person purporting to act in any such capacity,
that person shall
also be guilty of the offence and liable in the same manner as the partnership
or company to the penalty provided for that offence.
(4) Where
the affairs of a company are managed by its members, paragraph (3) shall
apply in relation to the acts and defaults of a member in connection with the
member’s functions of management as if the member were a director of the
company.
(5) Any
person who aids, abets, counsels or procures the commission of an offence under
this Law shall also be guilty of the offence and liable in the same manner as a
principal offender to the penalty provided for that offence.
(6) Nothing
in paragraph (5) affects the operation of paragraph (3) or (4).
(7) No
proceedings for an offence under this Article shall be instituted except by or
with the consent of the Attorney General.
10 Panel’s
duty of co-operation
(1) The
Panel must take such steps as it considers appropriate to co-operate
with –
(a) the Commission;
(b) an authority designated as a supervisory authority for the
purposes of Article 4.1 of the Takeovers Directive;
(c) any
other person or body that exercises functions of a public nature under
legislation in any country or territory outside Jersey, that appear to the
Panel to be similar to its own functions or those of the Commission.
(2) Co-operation
may include the sharing of information that the Panel is not prevented from
disclosing.
11 Commission’s
duty to take appropriate steps to assist Panel
(1) The
Commission must take such steps as it considers appropriate to co-operate with
the Panel for the purpose of assisting the Panel to discharge its functions
under this Law.
(2) For
the purpose of assisting the Panel to discharge its functions under this Law,
the Commission may exercise its powers under any regulatory Law as if the Panel
were a relevant supervisory authority as defined in that Law.
(3) Nothing
in any enactment shall preclude the disclosure of information to which
paragraph (4) applies where such disclosure is –
(a) by the Commission to the Panel for the purpose of enabling
or assisting the Panel to discharge its functions under this Law; or
(b) by the Panel if such disclosure is disclosure to which the
restriction in Article 8(2) does not apply by virtue of Article 8(3),
(6) or (8).
(4) This
paragraph applies to information relating to the business or affairs of any
person where such information is received –
(a) by the Commission under or for the purposes of any
enactment; or
(b) by the Commission directly or indirectly from a person who
has received it under or for the purposes of any enactment.
(5) In
this Law “regulatory Law” means any of the following –
(a) the Collective Investment Funds (Jersey) Law 1988[5];
(b) the Banking Business (Jersey) Law 1991[6];
(c) the Insurance Business (Jersey) Law 1996[7];
(d) the Financial Services (Jersey) Law 1998[8].
(6) The
Minister may by Order –
(a) amend the definition of “regulatory Law”; and
(b) amend paragraph (2) to make such consequential changes
as are necessary to enable the Commission to exercise its powers as if the
Panel were an authority that has functions the same as, or similar to, any
functions of an authority referred to in a regulatory Law.
12 Hearings and
appeals
(1) Rules
must provide for a decision of the Panel to be subject to review by a committee
of the Panel, such committee to be known as the “Hearings
Committee”, at the instance of such persons affected by the decision as
are specified in the rules.
(2) Rules
may also confer other functions on the Hearings Committee.
(3) Rules
must provide for there to be a right of appeal against a decision of the
Hearings Committee to an independent body, such body to be known as the
“Takeover Appeal Board”, in such circumstances and subject to such
conditions as are specified in the rules.
(4) Rules
may contain –
(a) provision as to matters of procedure in relation to
proceedings before the Hearings Committee (including provision imposing time
limits);
(b) provision about evidence in such proceedings;
(c) provision as to the powers of the Hearings Committee dealing
with a matter referred to it;
(d) provision about enforcement of decisions of the Hearings
Committee and the Takeover Appeal Board.
(5) Rules
must contain provision –
(a) requiring
the Panel, when acting in relation to any proceedings before the Hearings
Committee or the Takeover Appeal Board, to do so by an officer or member of
staff of the Panel (or a person acting as such);
(b) preventing
a person who is or has been a member of the committee mentioned in
Article 3(5) from being a member of the Hearings Committee or the Takeover
Appeal Board; and
(c) preventing a person who is a member of the committee
mentioned in Article 3(5), of the Hearings Committee or of the Takeover
Appeal Board from acting as mentioned in sub-paragraph (a).
13 Sanctions
(1) Rules
may contain provision conferring power on the Panel to impose sanctions on a
person who has –
(a) acted in breach of rules; or
(b) failed to comply with a direction given under Article 6.
(2) Paragraph (3)
applies where rules made by virtue of paragraph (1) confer power on the
Panel to impose a sanction of a kind not provided for by the City Code as it
had effect immediately before this Law comes into force.
(3) The
Panel must prepare a statement (a “policy statement”) of its policy
with respect to –
(a) the imposition of the sanction in question; and
(b) where the sanction is in the nature of a financial penalty,
the amount of the penalty that may be imposed.
(4) For
the purposes of paragraph (3), an element of the policy must be that, in
making a decision about any such matter, the Panel has regard to the factors
mentioned in paragraph (5).
(5) The
factors are –
(a) the seriousness of the breach or failure in question in
relation to the nature of the rule or direction contravened;
(b) the extent to which the breach or failure was deliberate or
reckless;
(c) whether the person on whom the sanction is to be imposed is
an individual.
(6) The
Panel may at any time revise a policy statement.
(7) The
Panel must prepare a draft of any proposed policy statement (or revised policy
statement) and consult such persons about the draft as the Panel considers
appropriate.
(8) The
Panel must publish, in whatever way it considers appropriate, any policy
statement (or revised policy statement) that it prepares.
(9) In
exercising, or deciding whether to exercise, its power to impose a sanction
within paragraph (2) in the case of any particular breach or failure, the
Panel must have regard to any relevant policy statement published and in force
at the time when the breach or failure occurred.
14 Compensation
(1) Rules
may confer power on the Panel to order a person to pay such compensation as it
thinks just and reasonable if he or she is in breach of a rule the effect of
which is to require the payment of money.
(2) Rules
made under this Article may include provision for the payment of interest
(including compound interest).
15 Enforcement by
the Court
(1) If,
on the application of the Panel, the Court is satisfied –
(a) that there is a reasonable likelihood that a person will
contravene a rule-based requirement; or
(b) that a person has contravened a rule-based requirement or a
disclosure requirement,
the Court may make
any order it thinks fit to secure compliance with the requirement.
(2) Except
as provided by paragraph (1), no person has a right to seek an injunction
to prevent a person from contravening (or continuing to contravene) a
rule-based requirement or a disclosure requirement.
16 No action for
breach of statutory duty etc.
(1) Contravention
of a rule-based requirement or a disclosure requirement does not give rise to
any right of action for breach of statutory duty.
(2) Contravention
of a rule-based requirement does not make any transaction void or unenforceable
or (subject to any provision made by rules) affect the validity of any other
thing.
17 Fees and charges
(1) Rules
may provide for fees or charges to be payable to the Panel for the purpose of
meeting any part of its expenses under this Law.
(2) A
reference in this Article or Article 18 to expenses of the Panel is to any
expenses that have been or are to be incurred by the Panel in, or in connection
with, the discharge of its functions under this Law, including, in
particular –
(a) payments in respect of the expenses of the Takeover Appeal
Board;
(b) the cost of repaying the principal of, and paying any
interest on, any money borrowed by the Panel;
(c) the cost of maintaining adequate reserves.
18 Levy
(1) For
the purpose of meeting any part of the expenses of the Panel under this Law,
the Minister may by Order provide for a levy to be payable to the
Panel –
(a) by specified persons or bodies, or persons or bodies of a
specified description; or
(b) on transactions, of a specified description, in securities
on specified markets.
(2) The
power to specify or to specify descriptions of persons or bodies must be
exercised in such a way that the levy is payable only by persons or bodies that
appear to the Minister –
(a) to be capable of being directly affected by the exercise of
any of the functions of the Panel under this Law; or
(b) otherwise to have a substantial interest in the exercise of
any of those functions.
(3) An
Order under this Article may in particular –
(a) specify the rate of the levy and the period in respect of
which it is payable at that rate; and
(b) make provision as to the times when, and the manner in
which, payments are to be made in respect of the levy.
(4) In
determining the rate of the levy payable in respect of a particular period, the
Minister –
(a) must take into account any other income received or expected
by the Panel under this Law in respect of that period; and
(b) may take into account estimated as well as actual expenses
of the Panel under this Law in respect of that period.
(5) The
Panel must –
(a) keep proper accounts in respect of any amounts of levy
received under this Article; and
(b) prepare, in relation to each period in respect of which any
such amounts are received, a statement of account relating to those amounts in
such form and manner as is specified in the Order.
(6) The
accounts described in paragraph (5) must be audited by auditors appointed
by the Minister and qualified for appointment as auditors of a company by
virtue of Article 113 of the Companies (Jersey) Law 1991.
19 Recovery of fees,
charges or levy
An amount payable by any person or body by virtue of Article 17
or 18 is a debt due from that person or body to the Panel, and is
recoverable accordingly.
20 Panel as party to
proceedings
The Panel, whether or not it is an unincorporated body,
may –
(a) bring proceedings under this Law in its own name;
(b) bring or defend any other proceedings in its own name.
21 Exemption from
liability in damages
(1) Neither
the Panel, nor any person within paragraph (2) is to be liable in damages
for anything done (or omitted to be done) in, or in connection with, the
discharge or purported discharge of the Panel’s functions.
(2) A
person is within this paragraph if –
(a) that person is (or is acting as) a member, officer or member
of staff of the Panel; or
(b) that person is a person authorized under Article 7(5).
(3) Paragraph
(1) does not apply –
(a) if the act or omission is shown to have been in bad faith;
or
(b) so as to prevent an award of damages in respect of the act
or omission on the ground that it was unlawful as a result of Article 7(1)
of the Human Rights (Jersey) Law 2000[9] (acts of public authorities
which are incompatible with Convention rights).
22 Privilege against
self-incrimination
(1) A
statement made by a person in response to –
(a) a requirement under Article 7(1); or
(b) an order made by the Court under Article 15 to secure
compliance with such a requirement,
may not be used
against that person in criminal proceedings in which that person is charged
with an offence to which this paragraph applies.
(2) Paragraph (1)
applies to any offence other than the offence of perjury.
part 3
miscellaneous and closing
23 Other legislation
relating to takeovers and mergers
Nothing in this Law shall affect the operation of any provision of
the Companies (Jersey) Law 1991 or the Competition (Jersey) Law 2005[10] in relation to any takeover
bid or transaction in respect of which the Panel can make rules under this Law.
24 Regulations and
Orders
An Order or Regulations under this Law may contain such
transitional, consequential, incidental or supplementary provisions as appear
to the Minister or the States, as the case may be, to be necessary or expedient
for the purposes of the Order or Regulations.
25 Citation
This Law may be cited as the Companies (Takeovers and Mergers Panel)
(Jersey) Law 2009.
SCHEDULE[11]
(Article 8)
specified persons, descriptions of disclosure etc for the purposes of article
8
PART 1
SPECIFIED PERSONS
1 Chief
Minister
2 Minister
for Treasury and Resources
3 Commission
4 Comptroller
of Income Tax
5 Agent
of the Impôts
6 Attorney
General
7 Viscount
8 police
officer
9 any
person specified in Part 1 of Schedule 2 to the Companies
Act 2006
9A any
person specified in Part 1 of Schedule 6 to the Companies (Guernsey)
Law 2008
PART 2
SPECIFIED DESCRIPTIONS OF DISCLOSURES
10 A
disclosure for the purpose of enabling or assisting an inspector appointed
under Part 19 of the Companies (Jersey) Law 1991[12] to exercise his or her
functions.
11 A
disclosure for the purpose of enabling or assisting a person appointed under
Article 33 of the Financial Services (Jersey) Law 1998[13] to exercise his or her
functions.
12 A
disclosure for the purpose of enabling or assisting an inspector appointed
under Article 22 of the Collective Investment Funds (Jersey) Law 1988[14] to exercise his or her
functions.
13 A
disclosure for the purpose of enabling or assisting the Minister to exercise
his functions under any of the following –
the Companies
(Jersey) Law 1991;
the Bankruptcy Désastre (Jersey) Law 1990[15];
the Financial
Services (Jersey) Law 1998.
14 A
disclosure for the purpose of enabling any of the following to exercise its
functions –
the European
Central Bank;
the central bank of
any country or territory outside Jersey.
15 A
disclosure for the purpose of enabling or assisting the Comptroller of Income
Tax to exercise his or her functions.
16 A
disclosure for the purpose of enabling or assisting the Agent of the Impôts to exercise his or her functions.
17 A
disclosure for the purpose of enabling or assisting the Jersey Competition
Regulatory Authority to exercise its functions.
18 A
disclosure for the purpose of enabling or assisting the Attorney General to
exercise his or her functions in connection with charities.
19 A
disclosure for the purpose of enabling or assisting the Attorney General to
exercise his or her functions under the Distance Selling (Jersey) Law 2007[16].
20 A
disclosure for the purpose of enabling or assisting the Viscount to exercise
his or her functions in relation to désastre
or in relation to Part 2 of the Proceeds of Crime (Jersey) Law 1999[17].
21 A
disclosure for the purpose of enabling or assisting an overseas regulatory
authority to exercise its regulatory functions.
In this paragraph “overseas regulatory authority” means
an authority in a country or territory outside Jersey which
exercises –
(a) any function corresponding to a function of the Minister
under the Companies (Jersey) Law 1991;
(b) any function corresponding to a function of the Commission
under a regulatory Law or the Financial Services Authority under the Financial
Services and Markets Act;
(c) any function in connection with the investigation of, or the
enforcement of rules (whether or not having the force of law) relating to,
conduct corresponding to conduct of the kind prohibited by Part 3A of the
Financial Services (Jersey) Law 1998 (market manipulation, misleading
information and insider dealing); or
(d) any function prescribed by the Minister by Order, being a
function which, in his or her opinion, relates to companies or financial
services.
In this paragraph “regulatory function” means any
function described in paragraphs (a) to (c) in the definition of
“overseas regulatory authority”.
22 A
disclosure with a view to the institution of, or otherwise for the purposes of,
criminal proceedings.
23 A
disclosure with a view to the institution of, or otherwise for the purposes of,
proceedings on an application under Article 78 of the Companies (Jersey)
Law 1991.
24 A
disclosure with a view to the institution of, or otherwise for the purposes of,
disciplinary proceedings relating to the performance of a solicitor, advocate,
foreign lawyer, auditor, accountant, valuer or
actuary of his or her professional duties.
In this paragraph “foreign lawyer” means a person
who –
(a) has not –
(i) been admitted to the Bar, or
(ii) been admitted as a solicitor,
under the Advocates
and Solicitors (Jersey) Law 1997[18]; and
(b) is
a member, and entitled to practise as such, of a legal profession regulated
within a jurisdiction outside Jersey.
25 A
disclosure with a view to the institution of, or otherwise for the purposes of,
disciplinary proceedings relating to the performance of a public servant of his
or her duties.
In this paragraph “public servant” means –
(a) an individual who holds office under, or is employed by, the
Crown;
(b) a member, officer or employee of the States or an officer or
employee in an administration of the States;
(c) a member, officer or employee of the Commission; or
(d) any person exercising public functions who is declared by
Order by the Minister to be a public servant for the purposes of this
paragraph.
26 A
disclosure for the purpose of the provision of a summary or collection of
information framed in such a way so as not to enable the identity of any person
to whom the information relates to be ascertained.
27 A
disclosure of any description specified in Part 2 of Schedule 2 to
the Companies Act 2006.
27A Any disclosure of any description specified in Part 2
of Schedule 6 to the Companies (Guernsey) Law 2008.
part 3
overseas regulatory bodies
28 A
disclosure is made in accordance with this Part of the Schedule if –
(a) it is made to a person or body within paragraph 29; and
(b) it is made for the purpose of enabling or assisting that
person or body to exercise the functions mentioned in that paragraph.
29 The
person or bodies that are within this paragraph are those exercising functions
of a public nature, under legislation in any country or territory outside
Jersey, that appear to the Panel to be similar to its own functions or those of
the Commission or of the Financial Services Authority.
30 In
determining whether to disclose information to a person or body in accordance
with this Part of the Schedule, the Panel must have regard to the following
considerations –
(a) whether the use that the person or body is likely to make of
the information is sufficiently important to justify making the disclosure; and
(b) whether the person or body has adequate arrangements to
prevent the information from being used or further disclosed otherwise than for
the purposes of carrying out the functions mentioned in paragraph 29 or
any other purposes substantially similar to those for which information
disclosed to the Panel could be used or further disclosed.