Competition
(Mergers and Acquisitions) (Jersey) Order 2026
1 Interpretation
In this Order –
“Law” means the Competition (Jersey)
Law 2005;
“turnover”, in relation to an undertaking or
part of an undertaking, has the meaning given in Article 4.
2 Classes of transaction
not treated as merger or acquisition
(1) A
transaction described in paragraph (2), (3), (4), (5) or (6) is not
treated as a merger or acquisition for the purposes of the Law.
(2) The acquisition of control of an undertaking by a person acting
in their capacity as office-holder in accordance with the law relating to liquidation,
bankruptcy, winding up or analogous proceedings.
(3) An
acquisition falling within Article 2(1)(b) of the Law, in which 1 or
more undertakings acquire direct or indirect control of the whole or part of
another undertaking, if the undertakings acquiring control –
(a) are financial holdings
undertakings; and
(b) exercise voting rights in
relation to the undertaking acquired, in particular in relation to the
appointment of members of the management and supervisory bodies of the
undertaking acquired, only to maintain the full value of those investments and
not to determine directly or indirectly the competitive conduct of the
undertaking acquired.
(4) The
acquisition of control of an undertaking by a person under a will, inheritance,
succession on intestacy, or the right of survivorship under common ownership.
(5) A
merger or acquisition if all the undertakings concerned were under the direct
or indirect control of the same person or undertaking immediately before the
merger or acquisition occurred.
(6) The
acquisition of control of an undertaking (“A”) by another undertaking (“B”)
if –
(a) the normal activities of B
include carrying out transactions and dealings in securities on its own account
or on the account of others;
(b) B has control of A
by virtue of holding securities in A on a temporary basis;
(c) B has not acquired
control of A solely for the purpose of selling A to a third party in
circumstances where the third party bears the major
part of the economic risks; and
(d) while B has control
of A, B’s exercise of voting rights in respect of those securities is
solely for the purpose of arranging for the disposal of all or part of A,
or A’s assets or securities, within the relevant period, and not for the
purpose of determining the manner in which activities of A, which could
affect competition in markets for goods or services in Jersey, are carried on.
(7) For
the purposes of paragraph (3), “financial holdings undertaking” means an
undertaking, the sole object of which is to acquire holdings in other
undertakings and to manage those holdings and turn them to profit, without
involving itself directly or indirectly in the management of those
undertakings, and without prejudice to its rights as shareholder.
(8) For
the purposes of paragraph (6)(d) the “relevant period” means –
(a) the period of 1 year
from the date on which B acquires control of A; or
(b) if it is not reasonably practicable
for B to affect the disposal within that period, a longer period determined
by the Authority.
3 Mergers and
acquisitions to which Article 20(1) of Law applies
(1) Article 20(1)
of the Law applies to a merger or acquisition if –
(a) the aggregate turnover of
the undertakings concerned in the merger or acquisition is £5 million or
more; and
(b) the individual turnover
of each of 2 or more of the undertakings concerned in the merger or
acquisition is £2 million
or more.
(2) If
a merger or acquisition will occur as the result of an acquisition described in
Article 2(1)(c) of the Law –
(a) for
the purposes of paragraph (1) –
(i) the undertaking, or part
of the undertaking, being acquired is concerned in the merger or acquisition;
and
(ii) the turnover of the
undertaking being acquired is the turnover generated from the assets of that undertaking,
or that part of that undertaking, that are the subject of the acquisition; and
(b) for the purposes of
Article 20(1) of the Law, the undertaking being acquired is not taken to
execute the merger or acquisition.
(3) For the purposes of paragraph (1), an undertaking
is not concerned in a merger or acquisition by virtue only of being the vendor
of securities or other property involved in the merger or acquisition, unless
paragraph (2)(a)(i) applies to it.
(4) For
the purposes of this Article and Article 4, if 2 or more mergers or
acquisitions are executed by the same undertakings within a 2-year period,
those transactions are treated as if they are 1 merger or acquisition
executed on the date of the last transaction.
4 Meaning of turnover
(1) The
turnover of an undertaking, or part of an undertaking, means its turnover in
the preceding financial year derived from the sale of products and the provision of services,
to customers in Jersey, which fall within the ordinary activities of the
undertaking.
(2) For
the purposes of paragraph (1), the turnover of an undertaking is the
aggregate of the turnover of –
(a) that undertaking (“A”);
(b) every undertaking that is
a subsidiary in relation to A;
(c) every undertaking (a “parent
undertaking”) in relation to which A is a subsidiary;
(d) every undertaking that is
a subsidiary in relation to a parent undertaking described in sub-paragraph (c);
(e) every undertaking in
which 2 or more undertakings described in sub-paragraphs (a) to (d)
jointly have the rights or powers listed in paragraph (3).
(3) An
undertaking (“B”) is a subsidiary in relation to another undertaking (“A”)
if A directly or indirectly –
(a) owns more than half the
capital or business assets of B;
(b) has the power to exercise
more than half the voting rights of B;
(c) has the power to appoint
more than half the members of the supervisory board, the administrative board
or bodies legally representing B; or
(d) has the right to manage
the affairs of B.
(4) If
the turnover of the undertaking described in paragraph (2)(a) includes the
turnover of another undertaking by virtue of paragraph (2)(b) to (e), any
turnover derived from the sale of products or the provision of services by 1 of
those undertakings to another is excluded from the calculation of turnover.
(5) If
2 or more undertakings concerned in the merger or acquisition jointly have
the rights or powers listed in paragraph (3) (the “joint parents”) –
(a) only the turnover resulting
from the sale of products or the provision of services between the joint parents
and third parties is taken into account; and
(b) the turnover calculated
under sub-paragraph (a) is apportioned equally between the undertakings
comprising the joint parent.
(6) If
the merger or acquisition consists of the acquisition of part of an undertaking
(regardless of whether that undertaking is a legal entity) only the turnover
relating to the part that is the subject of the merger or acquisition is taken
into account in calculating the turnover of the seller of that part.
(7) A
payment, on a sale or the provision of services, in respect of the following, is
excluded from the calculation of turnover –
(a) goods and services tax under
the Goods and
Services Tax (Jersey) Law 2007;
(b) customs duty and excise
duty (within the meanings given in Article 1(1) of the Customs and Excise
(Jersey) Law 1999).
5 Mergers and
acquisitions to which Article 22A(1) of Law applies
(1) Article 22A(1)
of the Law applies to a merger or acquisition to which Article 20(1) of
the Law does not apply.
(2) Paragraphs (3)
and (4) apply if the Authority decides to require a person to make an
application under Article 22A(1) of the Law.
(3) The
Authority must notify every undertaking concerned in the merger or acquisition,
in writing –
(a) of its decision; and
(b) of the date by which the
application must be submitted.
(4) But
a notification under paragraph (3) must not be given more than 30 working
days after the earliest of –
(a) the date on which the
merger or acquisition is first publicly announced by 1 of the undertakings
concerned in it;
(b) the date on which the
Authority becomes aware of the proposed merger or acquisition; and
(c) the date 6 months
after the date on which the merger or acquisition agreement becomes effective.
(5) In
paragraph (4), “working day” means a day other than –
(a) a Saturday or Sunday;
(b) Christmas Day or Good
Friday; or
(c) a day that is a public
holiday or a bank holiday under the Public Holidays and Bank
Holidays (Jersey) Law 1951.
6 Transitional provision
(1) In
this Article –
“2010 Order” means the Competition (Mergers
and Acquisitions) (Jersey) Order 2010;
“commencement date” means the date this Order
comes into force.
(2) Paragraph (3)
applies in relation to an application –
(a) made under Article 20(1)
of the Law before the commencement date, in respect of a merger or acquisition
of a type described in Article 2, 3 or 4 of the 2010 Order; and
(b) that the Authority did
not determine before the commencement date.
(3) The
application is treated as if it has been made in respect of a merger or
acquisition to which Article 20(1) of the Law applies, regardless of
whether it is of a type described in Article 3 of this Order.
(4) This
Article is deleted at the end of the period of 3 years beginning with the
commencement date.
7 [1]
8 Citation and
commencement
This Order may be cited as the Competition
(Mergers and Acquisitions) (Jersey) Order 2026 and comes into force on 1
November 2026.