Jersey R & O
7364
Borrowing Control
(Jersey) Law, 1947
____________
CONTROL OF
BORROWING (AMENDMENT No. 3) (JERSEY) ORDER, 1985
____________
THE FINANCE AND ECONOMICS COMMITTEE, in pursuance of Articles 2 and 3
of the Borrowing Control (Jersey) Law, 1947, as amended,
hereby orders as follows: -
1. In
the Control of Borrowing (Jersey) Order, 1958, as amended
(hereinafter referred to as “the principal Order”) Articles 1 and 2
and Part II shall be deleted.
2. For
Article 3 of the principal Order there shall be substituted the following
Article –
“EXTERNAL BODY CORPORATE RAISING MONEY IN JERSEY BY ISSUE OF
SHARES
3.-(1) This Article applies only to a body
corporate not incorporated under the law of the Island.
(2) Such
body corporate shall not, without the consent of the Committee, raise money in
the Island by the issue anywhere of any of its shares.
(3) For
the purposes of this Article such body corporate raises money in the Island
only if the money is made available in the Island.
(4) Notwithstanding
paragraph (2) of this Article, the consent of the Committee is not required to
the raising of money in the Island by the issue of shares of such body
corporate if, and so long as, on the most recent date on which money is so
raised the amount thereof, together with the amount so raised during the period
of twelve months ending on that date, does not exceed fifty thousand pounds or
its equivalent in a currency other than sterling.
(5) The
reference in paragraph (4) of this Article to the equivalent in a currency
other than sterling of fifty thousand pounds is a reference to such sum of
money in the currency other than sterling as, on the basis of the rate of
exchange prevailing on the date or the respective dates of issue of the shares,
is equivalent to fifty thousand pounds.”.
3. For
Article 4 of the principal Order there shall be substituted the following
Articles –
“ISSUE OF SHARES BY JERSEY BODY CORPORATE
4. A
body corporate incorporated under the law of the Island shall not, without the
consent of the Committee, for any purpose issue any shares.
EXTERNAL BODY CORPORATE HAVING SHARES REGISTERED IN JERSEY
4A.-(1) A body corporate not incorporated under
the law of the Island shall not, without the consent of the Committee, for any
purpose issue any shares which are or are to be registered in the Island.
(2) Notwithstanding
paragraph (1) of this Article, the consent of the Committee to the issue of
such shares is not required where the number of persons in whose name shares
are or are to be registered in the Island does not exceed ten (joint holders
being counted as one person).
ISSUE OF SECURITIES OTHER THAN SHARES
4B.-(1) A body corporate shall not, without the
consent of the Committee, for any purpose issue any securities if either it is
incorporated under the law of the Island or the securities are or are to be
registered in the Island.
(2) Notwithstanding
paragraph (1) of this Article, the consent of the Committee to the issue of
such securities is not required where –
(a) the number of persons
in whose name securities are or are to be registered in the Island does not
exceed ten (joint holders being counted as one person); or
(b) such securities are
issued by the body corporate for the sole purpose of securing money borrowed by
it, if the borrowing is in the ordinary course of its business and is from a
person carrying on a banking undertaking.
(3) In
this Article ‘securities’ does not include shares.”.
4. In
Article 5 of the principal Order, for the words “Subject to the
exemptions contained in Part II of this Order, no” there shall be
substituted the word “No”.
5. For
Article 6 of the principal Order there shall be substituted the following
Article –
“6.-(1) A person shall not, without the consent
of the Committee, circulate in the Island any offer for subscription, sale or
exchange of any securities of any government, other than Her Majesty’s
Government in the United Kingdom or the States of any of the Channel Islands,
unless such offer –
(i) does not for the
purposes of this Article constitute an offer to the public; or
(ii) is for the purposes of
this Article valid in the United Kingdom or in the Bailiwick of Guernsey.
(2) A
person shall not, without the consent of the Committee, circulate in the Island
any offer for subscription, sale or exchange of any securities of any body
corporate not incorporated under the law of the Island unless –
(a) such body corporate
does not have a connexion with the Island which for the purposes of this
Article is a relevant connexion; and
(b) such offer –
(i) does not for the
purposes of this Article constitute an offer to the public; or
(ii) is for the purposes of
this Article valid in the United Kingdom or in the Bailiwick of Guernsey.
(3) A
person shall not, without the consent of the Committee, circulate in the Island
any offer for subscription, sale or exchange of any units under a unit trust
scheme not governed by the law of the Island unless –
(a) such unit trust scheme
does not have a connexion with the Island which for the purposes of this
Article is a relevant connexion; and
(b) such offer –
(i) does not for the
purposes of this Article constitute an offer to the public; or
(ii) is for the purposes of
this Article valid in the United Kingdom or in the Bailiwick of Guernsey.
(4) For
the purposes of this Article –
(a) an offer for
subscription, sale or exchange of securities or units under a unit trust scheme
constitutes an offer to the public where the offer is not addressed exclusively
to a restricted circle of persons; and
(b) an offer shall not be
considered to be addressed exclusively to a restricted circle of persons unless
–
(i) the offer is
addressed to an identifiable category of persons to whom it is directly
communicated by the offeror or his appointed agent; and
(ii) the members of that
category are the only persons who may accept the offer and they are in
possession of sufficient information to be able to make a reasonable evaluation
of the offer; and
(iii) the number of persons in the
Island to whom the offer is so communicated does not exceed fifty.
(5) For
the purposes of this Article an offer is valid in the United Kingdom if an
identical offer is for the time being being circulated in the United Kingdom
without contravening the Borrowing (Control and Guarantees) Act, 1946 (9 &
10 Geo.6. c.58) or the Prevention of Fraud (Investments) Act, 1958 (6 & 7
Eliz. 2c. 45) or the Companies Acts as defined in the Companies Act 1981 (1981
c.62) or the equivalent provisions in Northern Ireland.
(6) For
the purposes of this Article an offer is valid in the Bailiwick of Guernsey if
–
(a) the consent of the
Finance and Advisory Committee of the States of Guernsey to the raising of
money by the issue of such securities or units of a unit trust scheme has been
granted under the Borrowing (Control) (Bailiwick of Guernsey) Law, 1947 or any
subordinate legislation made thereunder and such consent is in force; and
(b) any conditions attached
to such consent are complied with; and
(c) an identical offer is
for the time being being circulated in the Bailiwick of Guernsey; or
(d) (whether or not an
identical offer is for the time being being circulated in the Bailiwick of
Guernsey) the consent referred to in sub-paragraph (a) of this paragraph has
been granted to a company or to a trust, as the case may be, which has been
granted exemption from income tax in the Bailiwick of Guernsey under the Income
Tax (Exempted Companies and Trusts) (Guernsey) Ordinance, 1984 and such
exemption is in force.
(7) Where
any circumstances mentioned in paragraph (8) or (9) of this Article exist such
circumstances but no other circumstances shall be deemed to amount to a
connexion with the Island which for the purposes of this Article is a relevant
connexion.
(8) In
the case of any offer for subscription, sale or exchange of securities of any
body corporate not incorporated under the law of the Island the circumstances
to which paragraph (7) of this Article has reference are as follows –
(a) the management or
administration of such body corporate is wholly or partly carried on in the
Island;
(b) control of such body
corporate is exercised in or from within the Island;
(c) at the time of such
offer one or more of every three members of the board of directors of such body
corporate is resident in the Island;
(d) such body corporate has
entered into, or is about to enter into, an agreement with a person resident in
the Island material to such offer;
(e) a business material to
such offer is carried on directly or indirectly by such body corporate in or
from within the Island;
(f) such offer is an
offer for exchange of securities of such body corporate for securities of a
body corporate incorporated under the law of the Island;
(g) such offer is an offer
for exchange of securities of such body corporate for units of a unit trust
scheme if either the scheme is governed by the law of the Island or the units
are or are to be registered in the Island.
(9) In
the case of any offer for subscription, sale or exchange of units of a unit
trust scheme not governed by the law of the Island the circumstances to which
paragraph (7) of this Article has reference are as follows –
(a) any person appointed or
to be appointed as manager, administrator, distributor or trustee of such
scheme is a body corporate and any of the circumstances referred to in
sub-paragraphs (a), (b), (c), (d) or (e) of paragraph (8) apply;
(b) such an offer is an
offer for exchange of units of such scheme for securities of a body corporate
incorporated under the law of the Island;
(c) such an offer is an
offer for exchange of units of such scheme for units of another unit trust
scheme if either that other scheme is governed by the law of the Island or the
units of that scheme are or are to be registered in the Island.”.
6. In
Article 7 of the principal Order –
(a) in paragraph (1)
–
(i) for the words
“Subject to the exemptions contained in Part II of this Order, a”
there shall be substituted the word “A”; and
(ii) for sub-paragraph (b)
there shall be substituted the following sub-paragraph –
“(b) for any purpose issue any units
under a unit trust scheme if either the scheme is governed by the law of the
Island or the units are or are to be registered in the Island:”
(b) for paragraph (2) there
shall be substituted the following paragraph –
“(2) For the purposes of this Article a
person raises money in the Island only if the money is made available in the
Island.”.
7. In
Article 12 of the principal Order (Definitions) –
(a) in paragraph (1) the
definition of “the scheduled territories” shall be deleted; and
(b) paragraph (2) shall be
deleted.
9. This
Order may be cited as the Control of Borrowing (Amendment No. 3) (Jersey)
Order, 1985 and shall come into operation on the first day of March, 1985.
By Order of the
Finance and Economics Committee,
E.J.M. POTTER
Greffier of the
States.
4th February, 1985.