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
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 stock 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 stock exchange” means any of the
following –
(a) the
New York Stock Exchange;
(b) the
Chicago Stock Exchange;
(c) NASDAQ;
(d) NYSE
Euronext Paris;
(e) the
Toronto Stock Exchange;
(f) the
Luxembourg Stock Exchange (in respect not only of its market known as the
“Bourse de Luxembourg”, but also of its market known as the
“Euro MTF”);
(g) the
Johannesburg Stock Exchange;
(h) the Cyprus
Stock Exchange (in respect only of its market known as the “regulated
market”);
(i) the
Stock Exchange of Mauritius (in respect only of its market known as the “Official
Market”);
(j) NYSE
MKT;
“competent authority” means a person or body authorized
under the relevant laws to approve –
(a) a
central securities depository; and
(b) use
of a computer system by (but not limited to) either or both of the
following –
(i) an approved
central securities depository, or
(ii) a
company which has issued listed shares (whether or not acting by a duly
appointed agent);
“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 stock exchange;
“relevant laws” means such laws as are relevant in any
of the following –
(a) the
United States of America;
(aa) the
Republic of South Africa;
(b) Canada;
(c) a
member State of the European Union; or,
(d) Republic
of Mauritius.[1]
2 Exemption
from Article 42 of the Law
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 stock 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.