
Sanctions
and Asset-Freezing (Amendment No. 2)
(Jersey) Law 2022
Adopted
by the States 27th April 2022
Sanctioned
by Order of Her Majesty in Council 11th May 2022
Registered by the Royal Court 13th May 2022
Coming into force in accordance with Article 21
THE STATES, subject to the sanction of Her Most
Excellent Majesty in Council, have adopted the following Law –
1 Amendment of the Sanctions and Asset-Freezing (Jersey) Law 2019
This Law amends the Sanctions and
Asset-Freezing (Jersey) Law 2019.
2 Article 1 (interpretation) amended
In Article 1 –
(a) in paragraph (1),
after the definition “EU sanctions provision” there is inserted –
“ “FATF” means
the international body known as the Financial Action Task Force;”;
(b) in paragraph (1), in
the definition “UK sanctions provision”, “, subject to paragraph (5),” is deleted;
(c) for paragraph (2)
there is substituted –
“(2) In
relation to a reference to an enactment of the UK or EU in this Law, or in an
Order under this Law, unless otherwise provided –
(a) Article 9(3) of the Interpretation
(Jersey) Law 1954 applies to that
reference as it applies to a reference to a Law; and
(b) Article 6 of the Legislation
(Jersey) Law 2021 applies in relation
to that enactment of the UK or EU, and to any enactment of the UK or EU that
repeals that enactment, as it applies in relation to Jersey legislation.”;
(d) in paragraph (3)
after “Order under this Law” there is inserted “, and a reference to an
offence includes a reference to an offence under Article 1 of the Criminal
Offences (Jersey) Law 2009 in relation
to that offence”;
(e) paragraphs (5) and
(6) are deleted.
3 Article 2 (meaning of “financial services”,
“funds”, “economic resources” and related expressions) amended
In Article 2 –
(a) paragraphs (5), (6)
and (7) are deleted;
(b) for paragraph (8)
there is substituted –
“(8) The
Minister may, by Order, amend this Article to make alternative or supplementary
provision as to the meaning of “financial services”, “funds”, “economic
resources” and related expressions used in Part 3 (including expressions
that are also used elsewhere) if the Minister is satisfied that it is
appropriate to do so to give effect to any enactment
of the UK, to any UN sanctions resolution or to any standard promoted by FATF
or by any other international body.”.
4 Article 2A (meaning of
“owned”, “held”, “controlled”, “directly” and “indirectly”) and Schedule 2 (rules
for interpretation of Article 2A) inserted
(1) After
Article 2 there is inserted –
“2A Meaning of “owned”, “held”, “controlled”,
“directly” and “indirectly”
(1) A
reference in this Law to an account, funds or economic
resources “owned, held or controlled” by a person includes a reference to –
(a) an account, funds or
economic resources owned, held or controlled directly or indirectly by that person;
(b) an account, funds or
economic resources in which the person has any legal or equitable interest,
regardless of whether the interest is held jointly with any other person and
regardless of whether any other person holds an interest in the account, funds
or economic resources;
(c) any tangible property
(other than immovable property), or bearer security, that is comprised in funds
or economic resources and is in the possession of the person.
(2) The
fact that funds or economic resources are owned, held
or controlled by a person (“P”) jointly with another person or otherwise does
not prevent those funds being treated as being owned, held or controlled by P
for the purposes of this Law (regardless of whether P is a designated person).
(3) A
reference in this Law to an account, funds or economic
resources (an “item”) being owned, held or controlled “indirectly” by a person (“P”) includes a reference to the item
being owned, held or controlled by another person (“T”), who is an
individual, if –
(a) T acts in relation
to the item as the employee, agent or nominee of P,
at the direction of P or otherwise on behalf of P; or
(b) by virtue of any other
arrangement (as defined in Schedule 2) between T and P, it is
reasonable to believe that T will act in relation to the item –
(i) in accordance with P’s directions or
instructions, or
(ii) with P’s consent or
concurrence.
(4) In this Law, a person who is not an individual (“C”)
is owned, held or controlled “directly or indirectly”
by another person (“P”) if any or all of the
following conditions are met.
(5) The
first condition is that P is –
(6) The
second condition is that P –
(a) holds directly or
indirectly more than 50% of the shares in C;
(b) holds directly or
indirectly more than 50% of the voting rights in C; or
(c) holds the right directly
or indirectly to appoint or remove a majority of the
board of directors of C.
(7) The
third condition is that it is reasonable, having regard to all the
circumstances, to expect that P would (if P chose to) be able, in
most cases or in significant respects, by whatever means and, whether directly
or indirectly, to achieve the result that affairs of C are conducted in
accordance with P’s wishes.
(8) Schedule 2
contains provision applying for the purpose of interpreting paragraph (6).
(9) For
the purposes of this Law a relevant item is also owned, held
or controlled “directly or indirectly” by a person (“P”) if the relevant
item is owned, held or controlled by another person who is owned, held or
controlled directly or indirectly by P, or by a chain of such other
persons.
(10) In
paragraph (9) “relevant item” means –
(a) an account, funds or economic resources; or
(b) a person who is not an
individual.
(11) The
Minister may, by Order, amend this Article and Schedule 2 to make alternative
or supplementary provision as to the meaning of “owned”, “held”, “controlled”, “directly”,
“indirectly” and related expressions used in Part 3 (including expressions
that are also used elsewhere) if the Minister is satisfied that it is
appropriate to do so to give effect to any enactment of the UK, to any UN
sanctions resolution or to any standard promoted by FATF or by any other international
body.”.
(2) The
Schedule to the Law is renumbered as Schedule 1 and the Schedule 2,
contained in the Schedule to this Law, is inserted after the re-numbered
Schedule 1.
(3) Accordingly
–
(a) in the definition
“special counsel” in Article 1(1) for “the Schedule” there is substituted
“Schedule 1”;
(b) in Article 42(1) for “The
Schedule” there is substituted “Schedule 1”;
(c) in Article 42(2) for “the
Schedule” there is substituted “Schedule 1”.
5 Article 3 (implementation of UK and
EU sanctions provisions through Orders) amended
In Article 3 –
(a) for paragraph (4)(c)
there is substituted –
“(c) provide that a person is a
designated person for the purpose of Part 3 if the person is –
(i) a person against whom a prohibition is
imposed by the EU sanctions provision for a purpose falling within paragraph (6),
or
(ii) a UK financial sanctions
target, within the meaning of paragraph (7);”;
(b) in
paragraph (5) for “under paragraph (1) does not include” there is
substituted “under paragraph (1) includes an
amendment of any enactment other than this Law or the Human Rights (Jersey) Law 2000, but does not include”;
(c) in paragraph (6) for
“mentioned in paragraph (4)(c) are” there is substituted “mentioned in
paragraph (4)(c)(i) are”;
(d) after paragraph (6)
there is inserted –
“(7) For
the purpose of paragraph (4)(c)(ii) a person is a “UK financial sanctions
target” if –
(a) a UK sanctions provision
imposes financial sanctions; and
(b) the person is designated
(whether by name, description or otherwise, and under whatever procedure) under
that provision, or under another UK sanctions provision in relation to that
provision.
(8) In
paragraph (7) “imposes financial sanctions” and “designated” have the same
meanings as they have in Part 1 of the Sanctions and Anti-Money Laundering
Act 2018 of the UK.
(9) If
an Order makes provision described in paragraph (4)(c)(ii) in relation to
a UK sanctions provision, the Order may provide, for the purpose of any of the
prohibitions in Part 3 –
(i) as an exception under Article 15(3A)
to that prohibition in Part 3, or
(ii) as a ground for the
grant of a licence under Article 16(3A)(b) in
relation to that prohibition in Part 3; and
(b) that a UK licence provision
has effect as a ground on which the Minister may grant a licence under Article 16(3A)(b) in relation to that prohibition in Part 3.
(10) For
the purpose of paragraph (9) –
(a) a “UK
exception provision” is an exception, in the UK sanctions provision, to a
prohibition in the UK sanctions provision corresponding to the prohibition in
Part 3;
(b) a “UK
licence provision” is a power or duty, in the UK sanctions provision, to
grant a licence in relation to a prohibition in the UK sanctions provision corresponding
to the prohibition in Part 3;
(c) a UK
exception provision or UK licence provision may be given effect with or
without adaptations and modifications under paragraph (4)(b);
(d) a UK exception provision
may be given effect subject to a condition, which may include a condition as to
giving information to the Minister before or after
relying on the exception; and
(e) an Order imposing a
condition under sub-paragraph (d) may provide –
(i) that the exception does not apply unless
the condition is met, or
(ii) that Article 15(5)
applies to a failure to comply with the condition.
(11) Paragraphs (9)
and (10) do not limit paragraph (1) or (4).”.
6 Article 5 (general provisions
Orders) amended
After Article 5(4) there
is inserted –
“(5) Nothing
in this Article prevents an Order under Article 3(1) that implements more
than one UK sanctions provision from combining provisions that could otherwise
be separated between a general provisions Order and a
number of separate special Orders.”.
7 Article 15 (exceptions) amended
In Article 15 –
(a) after paragraph (3) there
is inserted –
“(3A) An
act does not contravene a provision of this Part in relation to a designated
person if –
(a) an Order under Article 3(9)(a)(i)
gives effect to an exception in relation to that designated person and to that provision;
(b) the conditions, if any,
specified in that Order for that purpose are met; and
(c) the exception applies to
the act.”;
(b) in paragraph (4) for
“with a payment referred to in paragraph (1)(b)” there is substituted “as
described in paragraph (1)”.
8 Article 16 (licences) amended
After Article 16(3) there is inserted –
“(3A) In
deciding whether to grant or refuse a licence, and whether to impose
conditions, the Minister –
(a) must seek to ensure that
the grant of a licence will not lead to –
(i) a UN sanctions resolution being contravened,
or
(ii) the purpose of the
person’s designation being frustrated; and
(b) may rely on a ground
given effect by an Order under Article 3(9)(a)(ii) or (b).”.
9 Article 18 (meaning of “terrorism”
and related terms) amended
In
Article 18 –
(a) in paragraph (1)(a)
for “ “terrorism” has the same meaning” there is
substituted “ “terrorism”, “act of terrorism” and “terrorist entity” have
the same meanings”;
(b) paragraph (1)(b) is deleted;
(c) after paragraph (1)
there is inserted –
“(1A) In
this Part “involved person” means a person who –
(a) is or has been involved
in terrorist activity;
(b) is owned or controlled
(directly or indirectly) by a terrorist entity or by a person who is or has
been involved in terrorist activity;
(c) is acting on behalf of or
at the direction of a terrorist entity or a person
who is or has been involved in terrorist activity; or
(d) is a member of, or has pledged allegiance in any way to or is otherwise
associated with, a terrorist entity or a person who is or has been involved in
terrorist activity.
(1B) A
reference in this Part to being involved in an activity includes being involved
in whatever way and wherever any act constituting the involvement takes place.
(1C) In
this Article “terrorist activity” means –
(a) engaging in, or being
responsible or providing support for, the commission, preparation or
instigation of an act of terrorism;
(b) facilitating, promoting
or encouraging terrorism;
(c) providing or receiving
training for the purpose of terrorism;
(d) travelling or attempting
to travel from or into the British Islands for the purpose of terrorism;
(e) recruiting for terrorism;
(f) soliciting funds, or
otherwise procuring funds, for the purpose of financing the travel of a person
recruited for terrorism;
(g) organising, providing
support for or otherwise facilitating the travel of a person recruited for terrorism;
(h) being responsible for a
coercive action against a person on behalf of, or in the name of, a terrorist
entity or a person who is involved in an activity mentioned in any of
sub-paragraphs (a) to (d);
(i) supporting or assisting
another person, knowing or believing that other person to be a terrorist entity
or to be involved in an activity mentioned in any of sub-paragraphs (a) to
(f);
(j) providing financial
services, or making available funds or economic resources, for the purpose of
terrorism or for an activity mentioned in any of sub-paragraphs (a) to
(h); or
(k) being involved in
assisting the contravention or circumvention of –
(i) Part 3 in relation to a person
designated under this Part, or
(ii) a provision of the law
of a country or territory other than Jersey that corresponds to a provision of
Part 3 in relation to terrorism or in relation to a power corresponding to
any of the powers in this Part.
(1D) In
paragraph (1C)(e) to (g) “recruiting for
terrorism” means soliciting another person (who is “recruited for terrorism”
whether the soliciting is successful or not) to –
(1E) In
paragraph (1C)(h) –
(a) “being responsible for”
includes engaging in, being complicit in, providing support for, or promoting;
and
(b) “coercive action” means
abduction, enslavement, forced marriage, rape or sexual violence.
(1F) Nothing
in any sub-paragraph of paragraph (1C) limits the meaning of any of the
other sub-paragraphs of that paragraph.
(1G) For
the purpose of any provision requiring a suspicion that a person is an involved
person, nothing in this Article is to be read as requiring that the person who
has the suspicion is aware of any criminal proceedings.”.
10 Article 19 (designation by virtue of
UK, EU or UN listing related to terrorism) amended
In Article 19 –
(a) paragraph (1)(aa) is deleted;
(b) paragraph (1)(b) is deleted;
(c) paragraph (1)(c)(iii)
is deleted;
(d) for paragraph (4)(a)
there is substituted –
“(a) provide that a particular
person falling within paragraph (1)(a), but not within paragraph (1)(c),
is not a designated person for the purpose of this Law if the Minister is
satisfied that the person –
(i) is resident in, or established in, Jersey,
and
(ii) is not a person who
could be designated by the Minister under Article 20 or 22; or”;
(e) paragraph (4)(b)(ii)
is deleted;
(f) in paragraph (4)(b)(iii)
for “(1)(c)(i), (ii) or (iii)” there is substituted “(1)(c)(i) or (ii)”.
11 Article 20 (power of
Minister to make interim terrorism designation) amended
For
Article 20(2) there is substituted –
“(2) The
Minister may make an interim terrorism designation of a person if –
(a) the
Minister reasonably suspects that the person is an involved person; and
(b) the
Minister considers that it is appropriate that financial restrictions should be
applied in relation to the person for purposes connected with –
(i) protecting members of the public (whether
in Jersey or elsewhere) from terrorism,
(ii) preventing terrorism
(whether in Jersey or elsewhere), or
(iii) otherwise complying with resolution 1373
(2001) of the UN Security Council.”.
12 Article 22 (power of Minister to make
final terrorism designation) amended
For Article 22(2)
there is substituted –
“(2) The
Minister may make a final terrorism designation of a person if –
(a) the Minister reasonably
believes that the person is an involved person; and
(b) the Minister considers
that it is appropriate that financial restrictions should be applied in
relation to the person for purposes connected with –
(i) protecting members of the public (whether
in Jersey or elsewhere) from terrorism,
(ii) preventing terrorism (whether
in Jersey or elsewhere), or
(iii) otherwise complying with resolution 1373
(2001) of the UN Security Council.”.
13 Article 29 (interim designation of
UN-listed person when UNSCR is implemented by UK or EU) amended
(1) Article 29(2)(a)
is deleted.
(2) Accordingly Article 40(1)(g) is deleted.
14 Article 32 (reporting obligations of
relevant financial institutions and statutory authorities) amended
In Article 32(1)(b)(ii)
for “has committed” there is substituted “has committed, is committing or
intends to commit”.
15 Article 36 (general power to disclose
information) amended
In Article 36(1)(j)
after “under a UN sanctions resolution” there is inserted “or in connection
with a function under Article 43A, 45A or 45B or
otherwise for the purpose of countering terrorism”.
16 Article 37A (publication of procedures
and memorandum of understanding) inserted
After Article 37
there is inserted –
“37A Publication of procedures and memorandum of
understanding
(1) The
Minister must publish a statement of the Minister’s procedures for the
performance of the Minister’s functions under Articles 43A, 45A and 45B.
(2) The
first statement for each of those Articles must be published no later than the
end of 2022, and the Minister must publish any subsequent change to the statement.
(3) The
Minister must seek to agree a memorandum of understanding with Her Majesty’s
Government in the UK as to the coordination of the performance of the Minister’s
functions under Articles 43A, 45A and 45B with the performance of the
equivalent functions of that Government.
(4) The
Minister must publish the memorandum of understanding, if any, agreed from time
to time under paragraph (3).”.
17 Article 43A (requests for assistance
with UN de-listing) inserted
After Article 43
there is inserted –
(a) is
from a UN-listed person who is a designated person;
(b) is
for the Minister to request Her Majesty’s Government in the UK to use its best
endeavours to secure that the person ceases to be a UN-listed
person; and
(c) it
does not fall within paragraph (3).
(3) A request falls within this paragraph if –
(a) the
designated UN-listed person has made a previous request under this Article or
under section 25 of the Sanctions and Anti-Money Laundering Act 2018
of the UK; and
(b) the
grounds on which the current request is made do not include a significant
matter that has not previously been considered by the Minister or by Her
Majesty’s Government in the UK.”.
18 Articles 45A (request from or to
another country for terrorism designation) and 45B (request to UN for terrorism
designation) inserted
After Article 45
there is inserted –
(a) consult
the financial intelligence unit established under Article 41B of the Proceeds of Crime (Jersey) Law 1999;
(b) make a decision as to whether it appears appropriate to
designate the person under Part 4; and
(c) inform
the overseas country of the decision.
(3) Paragraph (4) applies if the Minister
makes a request to an overseas country for that overseas country to take a
measure that corresponds to designation under Part 4.
(4) The Minister must give to the overseas
country –
(a) a
reason for the request; and
(b) any
information that the Minister is able to disclose to
support the request.
45B Request to UN for terrorism designation
(1) This
Article applies if the Minister reasonably believes that a person, who is not a UN-listed person, should be a UN-listed person in relation
to, or should otherwise be subject to measures under, any one or more of the
following (the “relevant resolution”) –
(a) any
of the UN Security Council resolutions mentioned in Article 19(1)(c);
(b) UN
Security Council resolution 1373 (2001);
(c) any
other UN sanctions resolution, as adopted from time to time, that states that
its purposes include countering terrorism.
(a) have
regard to any designation criterion or procedure established by any organ of
the United Nations for the purpose of the relevant resolution;
(b) have
regard to any recommendation adopted by FATF in relation to the relevant
resolution; and
(c) consult
the financial intelligence unit established under Article 41B of the Proceeds of Crime (Jersey) Law 1999.
(4) When making a request under paragraph (2),
the Minister must give to Her Majesty’s Government in the UK –
(a) the
reason for the request; and
(b) any
information that the Minister is able to disclose to
support the request.
(5) Paragraph (2)
applies –
(a) whether
or not any criminal proceedings have been taken against the person; and
(b) whether
or not the Minister decides to designate the person under this Law.”.
19 Article 46A (civil immunity) inserted
After Article 46
there is inserted –
(1) A
person is not liable to any civil proceedings to which that person would, in
the absence of this Article, have been liable in respect of an act, if at the
time of the act the person reasonably believed that the act was necessary to
comply with an obligation or prohibition imposed –
(a) by this Law;
(b) by an enactment under
this Law; or
(c) by a direction or other
instruction given under this Law or under an enactment under this Law.
(2) Nothing
in paragraph (1) limits any other ground on which, in the absence of this
Article, the person may claim not to be liable for an act.”.
20 Article 48 (savings, transitional and
consequential provisions) amended
In Article 48,
paragraphs (1) and (2) are deleted.
21 Citation and commencement
This Law may be cited as
the Sanctions and Asset-Freezing (Amendment No. 2) (Jersey) Law 2022 and
comes into force on a day to be specified by the Minister by Order.
SCHEDULE
(Article 4(2))
Schedule 2 added to
Law
(1) The
rules set out in the following paragraphs of this Schedule apply for the
purpose of interpreting Article 2A(6).
(2) They
also apply –
(a) for the purpose of
interpreting this Schedule; and
(b) as mentioned in Article 2A(3)(b).
If 2 or more persons each hold a share or right jointly, each
of them is treated as holding that share or right.
(1) If
shares or rights held by a person and shares or rights held by another person
are the subject of a joint arrangement between those persons, each of them is
treated as holding the combined shares or rights of both of them.
(2) A
“joint arrangement” is an arrangement between the holders of shares or rights
that they will exercise all or substantially all the rights conferred by their
respective shares or rights jointly in a way that is pre-determined by the
arrangement.
(3) “Arrangement”
has the meaning given by paragraph 12.
4 Calculating
shareholdings
(1) In
relation to a person who has a share capital, a reference to holding “more than 50%
of the shares” in that person is to holding shares comprised in the issued
share capital of that person of a nominal value exceeding (in aggregate) 50%
of that share capital.
(2) In
relation to a person who does not have a share capital –
(a) a reference to holding
shares in that person is to holding a right or rights to share in the capital
or, as the case may be, profits of that person; and
(b) a reference to holding
“more than 50% of the shares” in that person is to holding a right or
rights to share in more than 50% of the capital or, as the case may be,
profits of that person.
(1) A
reference to the voting rights in a person is to the rights conferred on
shareholders in respect of their shares (or, in the case of a person not having
a share capital, on members) to vote at general meetings of the person on all
or substantially all matters.
(2) In
relation to a person that does not have general meetings at which matters are
decided by the exercise of voting rights –
(a) a reference to holding
voting rights in the person is to be read as a reference to holding rights in
relation to the person that are equivalent to those of a person entitled to
exercise voting rights in a company; and
(b) a reference to holding
“more than 50% of the voting rights” in the person is to be read as a
reference to holding the right under the constitution of the person to block
changes to the overall policy of the person or to the terms of its
constitution.
6 Rights held by person
itself
In applying Article 2A(6) and this Schedule, the voting rights
in a person are to be reduced by any rights held by the person itself.
7 Rights to appoint or
remove members of the board
A reference to the right to appoint or remove a majority of the
board of directors of a person is to the right to appoint or remove directors
holding a majority of the voting rights at meetings of the board on all or
substantially all matters.
A reference to a board of directors, in the case of a person who
does not have such a board, is to be read as a reference to the equivalent
management body of that person.
9 Shares or rights held
“indirectly”
(1) A
person holds a share “indirectly” if the person has a majority stake in another
person and that other person –
(a) holds the share in
question; or
(b) is part of a chain of
persons –
(i) each of whom (other than the last) has a
majority stake in the person immediately below it in the chain, and
(ii) the last of whom holds
the share.
(2) A
person holds a right “indirectly” if the person has a majority stake in another
person and that other person –
(a) holds that right; or
(b) is part of a chain of
persons –
(i) each of whom (other than the last) has a
majority stake in the person immediately below it in the chain, and
(ii) the last of whom holds
that right.
(3) For
these purposes, a person (“A”) has a “majority stake” in another person (“B”)
if –
(a) A holds a majority
of the voting rights in B;
(b) A is a member of B
and has the right to appoint or remove a majority of the board of directors of B;
(c) A is a member of B
and controls alone, pursuant to an agreement with other shareholders or
members, a majority of the voting rights in B; or
(d) A has the right to
exercise, or actually exercises, dominant influence or control over B.
(4) In
the application of this paragraph to the right to appoint or remove a majority
of the board of directors, a person (“A”) is to be treated as having the
right to appoint a director if –
(a) any person’s appointment
as director follows necessarily from that person’s appointment as director of A;
or
(b) the directorship is held
by A itself.
10 Shares held by nominees
A share held by a person as nominee for another is to be treated as
held by the other (and not by the nominee).
11 Rights treated as held
by person who controls their exercise
(1) Where
a person controls a right, the right is to be treated as held by that person
(and not by the person who in fact holds the right, unless that person also
controls it).
(2) A
person “controls” a right if, by virtue of any arrangement between that person
and others, the right is exercisable only –
(a) by that person;
(b) in accordance with that
person’s directions or instructions; or
(c) with that person’s
consent or concurrence.
(a) any scheme, agreement or
understanding, whether or not it is legally enforceable; and
(b) any convention, custom or
practice of any kind.
13 Rights exercisable only
in certain circumstances
(1) Rights
that are exercisable only in certain circumstances are to be taken into account
only –
(a) when the circumstances
have arisen, and for so long as they continue to obtain; or
(b) when the circumstances
are within the control of the person having the rights.
(2) But
rights that are exercisable by an administrator or by creditors while a person
is subject to relevant insolvency proceedings are not to be taken into account
while the person is subject to those proceedings.
(3) “Relevant
insolvency proceedings” means –
(a) proceedings for
bankruptcy;
(b) proceedings under the
insolvency law of another country or territory during which a person’s assets
and affairs are subject to the control or supervision of a third party or
creditor.
(4) Rights
that are normally exercisable but are temporarily incapable of exercise are to
continue to be taken into account.
14 Rights attached to
shares held by way of security
Rights attached to shares held by way of security provided by a
person are to be treated for the purposes of this Schedule as held by that
person –
(a) where apart from the
right to exercise them for the purpose of preserving the value of the security,
or of realising it, the rights are exercisable only in accordance with that
person’s instructions; and
(b) where the shares are held
in connection with the granting of loans as part of normal business activities
and apart from the right to exercise them for the purpose of preserving the
value of the security, or of realising it, the rights are exercisable only in that
person’s interests.”.