Jersey Law 5/1947
BORROWING
(CONTROL) (JERSEY) LAW, 1947.
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A LAW to provide for the regulation of
the borrowing and raising of money, the issue of securities, and the
circulation of offers of securities for subscription, sale or exchange, and for
purposes connected with the matters aforesaid sanctioned by Order of His
Majesty in Council of the
21st day of MAY,
1947.
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(Registered on the
7th day of June, 1947).
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STATES OF JERSEY.
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The 6th day of February, 1947.
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THE STATES,
subject to the sanction of His Most Excellent Majesty in Council, have adopted
the following Law: -
ARTICLE 1
INTERPRETATION
(1) In
this Law, unless the context otherwise requires, the following expressions have
the meanings hereby assigned to them, that is to say -
“issue”
includes re-issue;
“registered”,
in relation to any security, includes inscribed;
“registered
in the Island” means, in relation to
securities registered in a register in the Island,
and a “register”, in relation to securities, includes any book in
which securities are registered;
“security”
includes shares, bonds, notes, debentures, debenture stock and units under a
unit trust scheme;
“share”
includes stock and any perpetual debenture or perpetual debenture stock;
“unit trust
scheme” means any arrangement made for the purpose, or having the effect,
of providing facilities for the participation by persons, as beneficiaries
under a trust in profits or income arising from the acquisition, holding,
management or disposal of securities or any other property whatsoever;
“unit”
means, in relation to a unit trust scheme, any right or interest, (described
whether as a unit or otherwise) which may be acquired under the scheme, being a
right or interest created or issued for the purpose of raising money for the
purposes of the scheme or a right or interest created or issued in substitution
(whether directly or indirectly) for any right or interest so created or
issued.
(2) Any
reference in this Law to the borrowing of money -
(a) includes a reference to the
making of any arrangement by which a sum which would otherwise be payable at
any date is payable at a later date, and includes, in particular, the making of
any arrangement by which the whole or any part of the price of any property is
allowed to remain unpaid either for a fixed period or indefinitely; but
(b) does not include a reference
to the acceptance by a person carrying on a banking undertaking of moneys to be
placed to the credit of a current or deposit account.
(3) A
person shall be deemed for the purpose of this Law to borrow or raise money in
the Island if the money is made available in the Island, or, in any such case
as is mentioned in paragraph (2) of this Article, if the money would, but for
the arrangement in question, have been payable in the Island, and, without
prejudice to the preceding provisions of this paragraph, a person shall also be
deemed for the purposes of this law to borrow money in the Island if the money
is borrowed on the security of property in the Island.
(4) An
arrangement to provide any guarantee or to mortgage or charge any property to
secure the repayment of any sum borrowed before the arrangement is made, being
a sum which is already due when the arrangement is made, or which is payable
not later than six months, or such longer or shorter period as may be
prescribed by order of the Finance Committee, after the arrangement is made,
shall be deemed for the purposes of the two last preceding paragraphs to be an
arrangement by which that sum is payable at a date later than it would
otherwise have been payable.
(5) A
sum which, at the time of, or by virtue of, the making of any arrangement, is
payable on demand or on the expiration of a fixed period after demand shall be
deemed for the purposes of the three last preceding paragraphs to be payable at
the time of the making of the arrangement, or, as the case may be, on the
expiration of the fixed period after the making of the arrangement,
notwithstanding that no demand has been made.
ARTICLE 2
CONTROL OF
BORROWING, ETC
(1) The
Finance Committee may make orders for regulating, subject to such exemptions as
may be specified in the orders, all or any of the following transactions, that
is to say -
[(a) the
borrowing of money in the Island where -
(i) the payment is
secured by the creation of a simple conventional hypothec on real property in
the Island; or
(ii) the aggregate of the
amount of money borrowed under the transaction, and of any other amounts so
borrowed (including amounts borrowed under transactions to which the foregoing
clause refers) by the same person in the previous twelve months, exceeds ten
thousand pounds;]
(b) the raising of money in the
Island by the issue, whether in the Island or elsewhere, by any body corporate,
of any shares in that body corporate;
(c) the issue for any purposes -
(i) by any body
corporate of any shares in or debentures or other securities of that body
corporate, if either the body corporate is incorporated under the Law of the
Island, or the shares, debentures or other securities are or are to be
registered in the Island; or
(ii) by any Government,
other than His Majesty’s Government in the United Kingdom or the States
of any of the Channel Islands, of any securities of that Government which are
or are to be registered in the Island;
(d) the circulation in the Island of any offer for subscription, sale or exchange of
-
(i) any shares in or
debentures or other securities of any body corporate not incorporated under the
Law of the Island; or
(ii) any securities of any
Government other than His Majesty’s Government in the United Kingdom
or the States of any of the Channel Islands:
Provided that
sub-paragraph (a) of this Article
shall not apply to the borrowing of money by any person in the ordinary course
of his business from a person carrying on a banking undertaking.
(2) The
provisions of this Article shall apply in relation to units under a unit trust
scheme as they apply in relation to shares in a body corporate, but as if -
(a) any reference to the issue of
shares in a body corporate by that body corporate were a reference to an issue
of units for the purposes of the scheme; and
(b) any reference to shares in a
body corporate incorporated, or not incorporated, under the Law of the Island were a reference to units issued under a scheme
governed, or not governed, by the Law of the Island.
(3) The
provisions of the Schedule to this Law (which relate to enforcement and
penalties) shall have effect in relation to orders made under this
Article, but the rights of the persons concerned in any transaction shall not
be affected by the fact that the transaction was in contravention of any such orders.
ARTICLE 3
PROVISIONS AS TO
ORDERS
(1) Every
order made under this Law -
(a) shall come into force on the
date prescribed thereby;
(b) may be amended or revoked by
a subsequent order;
(c) shall remain in force until
revoked; and
(d) shall be laid before the
States as soon as may be after it is made, and if the States, within the period
of twenty-one days beginning with the day on which any such order is laid
before them, resolve that it be annulled, it shall cease to have effect, but
without prejudice to anything previously done thereunder or to the making of
any new order.
(2) The
Greffier of the States shall cause every order made under this Article to be
printed and shall cause to be published in two newspapers circulating in the
Island, one being a publication in French and the other a publication in
English, a notice stating that the order
has been made, the date of the coming into force thereof and the place at which
printed copies thereof may be purchased.
ARTICLE 4
EXPENSES
Any expenses
incurred by the Finance Committee in the administration of this Law shall be
paid out of the General Revenues of the States.
ARTICLE 5
SHORT TITLE
This Law may be
cited as the Borrowing (Control) (Jersey) Law,
1947.
SCHEDULE
PROVISIONS AS TO
ENFORCEMENT AND PENALTIES
1. Any
person who contravenes any provision of any order made under this Law shall be
liable to imprisonment for a term not exceeding two years or to a fine not
exceeding whichever is the highest of the following amounts -
(a) five hundred pounds sterling;
or
(b) the amount of any money
borrowed or raised by the transaction in question; or
(c) the nominal or market value,
whichever is the greater, of any securities to the issue, sale or other
disposal of which (whether actual or projected) the transaction in question
relates;
or to both such
imprisonment and such fine.
2.-(1) The Finance Committee may give any
person directions requiring him, within such time and in such manner as may be
specified in the directions, to furnish to it, or to any person designated in
the directions as a person authorized to require it, any information in his
possession or control which the Finance Committee or the person so authorized,
as the case may be, may require for the purpose of securing compliance with, or
detecting evasion of, any order made under this Law:
Provided that if
a person required to give any information under this paragraph objects to the
giving thereof on the ground that it might tend to incriminate him, he shall
not be bound to give that information.
Nothing in this
paragraph shall be taken to require any person who has acted as advocate or
solicitor for any person to disclose any privileged communication made to him
in that capacity.
(2) The Finance Committee
may give to any person directions requiring him, within such time and in such
manner as may be specified in the directions, to produce such books, accounts
or other documents (hereinafter referred to as “documents”) in his
possession or control as may be required for the purpose of securing compliance
with, or detecting evasion of, any order made under this Law or by any person
designated in the directions as a person authorized to require them and any
documents produced by a person in compliance with any such requirements may be
given in evidence against him notwithstanding that they may tend to incriminate
him.
Nothing in this
paragraph shall be deemed to require any person who has acted as advocate or
solicitor for any person to disclose any privileged communication made to him
in that capacity.
(3) If the Bailiff is
satisfied by information on oath given by an officer of the Finance Committee
or with the authority of the Finance Committee that there is reasonable ground
for suspecting that there are at any premises any documents which a person
ought to have produced under the last preceding sub-paragraph but has failed or
refused to produce, he may issue a warrant authorizing any person or class of
persons named in the warrant to enter the premises specified in the information
(using such force as is reasonably necessary for the purpose) at any time
within one month from the date of the warrant, and to search the premises and
take possession of any documents appearing to be such documents as aforesaid or
take in relation thereto any other steps which may appear necessary for
preserving them and preventing interference therewith.
(4) Any person who -
(a) fails or refuses to comply
with any requirements to furnish information or produce documents imposed on
him by or under this paragraph; or
(b) with intent to evade the
provisions of this paragraph or any order made under this Law, destroys,
mutilates, defaces, secretes or removes any documents; or
(c) obstructs any person
exercising any powers conferred on him by or under this paragraph;
shall be liable
to imprisonment for a term not exceeding three months or to a fine not
exceeding one hundred pounds sterling or to both such imprisonment and such
fine.
3.-(1) Any proceedings
which may be taken against any person under this Law may be taken at any time
not later than twelve months
from the date of the commission of the alleged offence or within three months
from the date on which evidence sufficient in the opinion of the Finance
Committee to justify the proceedings comes to the knowledge of the Finance
Committee, or, where the person in question was outside the Island at that
date, within twelve months from the date on which he first lands in the Island
thereafter, whichever of the said periods last expires.
For the purpose
of this sub-paragraph, a certificate of the Treasurer of the States as to the
date on which such evidence as aforesaid came to the knowledge of the Finance
Committee shall be conclusive evidence thereof.
(2) Where any offence under
this Law has been committed by a body corporate, every person who at the time
of the commission of the offence was a director, general manager, secretary or
other similar officer of the body corporate, or was purporting to act in any
such capacity, shall be deemed to be guilty of that offence, unless he proves
that the offence was committed without his consent or connivance and that he
exercised all such diligence to prevent the commission of the offence as he
ought to have exercised having regard to the nature of his functions in that
capacity and to all the circumstances.