Companies
(Transfers of Shares – Exemptions) (Jersey) Order 2014
THE CHIEF
MINISTER, in
pursuance of Articles 42(6), 50(3) and 219 of the Companies (Jersey) Law 1991, and having consulted the Jersey Financial Services Commission orders as
follows –
Commencement [see endnotes]
1 Interpretation[1]
In this Order –
“approval” in relation to approval by a competent
authority of either or both of the following –
(a) a
central securities depository; or
(b) use
of a computer system,
includes the registration or recognition of such a depository or use
(or both depositary and use, as the case may be) by a competent authority under
the relevant laws;
“approved central securities depository” means, in
relation to an approved securities exchange, the central securities
depository –
(a) in
which listed shares are deposited and held; and
(b) which
is approved by a competent authority under the relevant laws;
“approved securities exchange”
or “approved stock exchange”
means –
(a) a
securities exchange in an EU/EFTA regulated market;
(b) a
securities exchange in a relevant regulated market; or
(c) the
Johannesburg Stock Exchange;
“competent authority” –
(a) for a
relevant regulated market, means its prescribed regulator; or
(b) for
anywhere else, means a person or body authorised under the relevant laws to
approve –
(i) a central
securities depository; and
(ii) use
of a computer system by an approved central securities depository, a company
that has issued listed shares (whether or not acting by a duly appointed agent)
or both;
“computer system” means a computer based system
(including its related facilities and procedures) –
(a) use
of which is approved by a competent authority under the relevant laws; and
(b) by
means of which title to shares can be evidenced and transferred without a written
instrument;
“Law” means the Companies (Jersey) Law 1991;
“listed shares” means shares which are listed on an approved
securities exchange;
“prescribed regulator”
has the meaning given in Article 113R of the Law;
“relevant laws”
means the laws that are relevant in –
(a) a
member State of the European Union or the European Free Trade Association;
(b) the
jurisdiction of a prescribed regulator; or
(c) the
Republic of South Africa;
“relevant regulated market”
has the meaning given in Article 113R of the Law.
2 Exemption
from Article 42 of the Law[2]
In respect of companies which have issued listed shares, a transfer
of such shares is exempt from the provisions of Article 42(1) of the Law
where the following conditions are met in respect of that transfer –
(a) the
transfer is made –
(i) to
or from an approved central securities depository, or
(ii) by
means of a computer system; and
(b) the
transfer is in accordance with the relevant laws applicable to, and relevant
rules and regulations of, the approved securities exchange on which the shares
are listed.
3 Exemption
from Article 50 of the Law
(1) Subject to paragraph (2)
a company is not required to comply with Article 50(1) of the Law in
respect of any allotment or transfer of its listed shares.
(2) A company which has
received a written request at any time from a member in respect of listed
shares held by that member shall, within 2 months of receipt by that
company of that written request, complete and have ready for delivery the
certificate of such shares in respect of which the request was made unless the
conditions of allotment of the shares otherwise provide.
4 Citation
This Order may be cited as the Companies (Transfers of
Shares – Exemptions) (Jersey) Order 2014.