New legislation was passed recently in relation to takeovers and mergers of Jersey and Guernsey companies.
In particular, with effect from 1 July 2009:
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Jersey and Guernsey have appointed The Panel on Takeovers and Mergers in the UK (the "Panel") to oversee and establish rules for the takeovers and mergers of companies and other corporate bodies established under Jersey or Guernsey law; and
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the rules contained in the City Code on Takeovers and Mergers (the "Code") have been given statutory effect in Jersey and in Guernsey.
As a consequence, the Panel is authorised to make rules for or in connection with the regulation of takeover bids, merger transactions, transactions which have or may have a direct or indirect effect on the ownership and control of Jersey or Guernsey companies, things done in consequence of any such bid or transaction and about cases where any such bid or transaction is or has been contemplated or apprehended or an announcement is made denying that such a bid or transaction is intended. The legislation confers power on the Panel to secure compliance with the rules, restrain persons from acting or doing anything in breach of the rules and to require disclosure of documents or information.
The Code has historically included provisions in relation to Jersey and Guernsey companies, with certain exceptions. The new legislative provisions will not, therefore, make a significant practical difference to the way takeovers and mergers will be carried out in the Islands, save that such transactions under the rules set out in the Code now have the benefit of statutory force within the Channel Islands and the Royal Courts of both Jersey and Guernsey will have certain enforcement powers to ensure compliance with any rule or disclosure requirements made by the Panel.
The new legislation also imposes a duty on each of the Jersey Financial Services Commission and the Guernsey Financial Services Commission to co-operate with the Panel, including the sharing of information and assisting the Panel to discharge its functions under Jersey or Guernsey law.
Relevant legislation
Jersey:
Companies (Jersey) Law 1991, as amended
Companies (Takeovers and Mergers Panel) (Jersey) Law 2009
Companies (Appointment of Takeovers and Mergers Panel) (Jersey) Order 2009
Guernsey:
Companies (Guernsey) Law, 2008, as amended
Companies (Panel on Takeovers and Mergers) Ordinance, 2009
Companies (Panel on Takeovers and Mergers) (Amendment) Regulations, 2009
Companies (Appointment of Panel on Takeovers and Mergers) Regulations, 2009
Contacts
Should you require any further information regarding the new legislative changes, please contact Peter Byrne, John Ventress or Emily Haithwaite.