Postal Services
(Transfer) (Jersey) Regulations 2006
1 Interpretation
In these
Regulations –
“Law” means
the Postal Services
(Jersey) Law 2004;
“Postal Pension
Fund” means the fund in respect of the retirement scheme referred to in Article 42(2)(b)
of the Law;
“registered”
in relation to a company means registered under the Companies (Jersey)
Law 1991.[1]
2 Companies:
Articles 27, 34, 35
(1) Jersey
Post International Limited, registered on 22nd September 2005, allocated
the registered number 91247 and having its registered office at the Postal
Headquarters, La Rue Grellier, Rue des Pres Trading Estate, St. Saviour
JE2 7QS, is prescribed as the principal company for the purposes of the Law.
(2) The
following subsidiaries of the principal company are prescribed for the purposes
of the Law –
(a) Jersey
Post Limited, registered on 21st October 2004, allocated the registered
number 88764 and having its registered office at the Postal Headquarters, La
Rue Grellier, Rue des Pres Trading Estate, St. Saviour JE2 7QS;
(b) JPI
(Parishes) Limited, registered on 22nd September 2005, allocated the
registered number 91245 and having its registered office at the Postal
Headquarters, La Rue Grellier, Rue des Pres Trading Estate, St. Saviour JE2 7QS;
(c) JPI
(Rue des Pres) Limited, registered on 22nd September 2005, allocated the
registered number 91246 and having its registered office at the Postal
Headquarters, La Rue Grellier, Rue des Pres Trading Estate, St. Saviour JE2 7QS;
(d) JPI
(Broad Street) Limited, registered on 22nd September 2005, allocated the
registered number 91242 and having its registered office at the Postal
Headquarters, La Rue Grellier, Rue des Pres Trading Estate, St. Saviour JE2 7QS.
3 Securities
in companies: Article 28
(1) The
securities required to be issued to the States by Jersey Post International
Limited for the purposes of Article 28(1)(a) of the Law are 4,999,998
ordinary shares, out of an authorized share capital of £5,000,000,
divided into 5,000,000 ordinary shares, each share being of a nominal value of
£1 and fully paid up.
(2) The
securities required to be issued to Jersey Post International Limited by Jersey
Post Limited for the purposes of Article 28(1)(b) of the Law are 999,998
ordinary shares out of an authorized share capital of £1,000,000, divided
into 1,000,000 ordinary shares, each share being of a nominal value of £1
and fully paid up.
(3) The
securities required to be issued to Jersey Post Limited by JPI (Parishes)
Limited, JPI (Rue des Pres) Limited and JPI (Broad Street) Limited for the
purposes of Article 28(1)(b) of the Law are, in the case of each of those
subsidiaries, 9,998 ordinary shares out of an authorized share capital of
£10,000 divided into 10,000 ordinary shares, each share being of a
nominal value of £1 and fully paid up.
4 Transfer
date: Article 32
For the purposes of the Law, the
transfer date is 1st July 2006.
5 Transfer
of Committee movables to Jersey Post Limited: Article 34
(1) The
assets of the Committee for Postal Administration, being shares in Offshore
Solutions Limited, shall be transferred to Jersey Post Limited.
(2) The
other assets of the Committee for Postal Administration in the form of movable
property, and the rights and liabilities of the Committee for Postal
Administration, shall be transferred to Jersey Post Limited.
(3) The
assets, and rights, referred to in paragraph (2) shall include
intellectual property rights, whether registered or not.
(4) However,
the assets, rights and liabilities referred to in paragraph (2) shall not
include the following –
(a) the
minutes of the Committee for Postal Administration (constituted under Article 4
of the Post Office (Jersey) Law 1969), the records of acts of that
Committee and other records of the deliberations and decisions of that
Committee and the records of the deliberations and decisions of the Minister
for Economic Development;
(b) to
the extent that they are assets and rights of the Committee for Postal
Administration, the assets and rights of the States with respect to the
retirement scheme referred to in Article 42(2)(b) of the Law, being assets
and rights that relate to members of that scheme who are or were employees of
the Committee for Postal Administration and retire from that employment whether
after, on or before the transfer date and being (to the extent that they are
assets) assets held in the Postal Pension Fund;
(c) to
the extent that they are liabilities of the Committee for Postal
Administration, the liabilities to which the States are subject with respect to
the retirement scheme referred to in Article 42(2)(b) of the Law, being
liabilities that relate to members of that scheme who are or were employees of
the Committee for Postal Administration and retire from that employment whether
after, on or before the transfer date, and being liabilities referable to the
Postal Pension Fund.
6 Transfer
of Committee immovables: Articles 35, 37
(1) The
assets of the Committee for Postal Administration in the property known as the Postal
Headquarters, Rue des Pres Trading Estate, St. Saviour (being the property
described in Schedule 1) are prescribed for the purposes of Article 35(1)
of the Law, the transferee being JPI (Rue des Pres) Limited.
(2) The
assets of the Committee for Postal Administration in the property known as the
Broad Street Post Office, Broad Street, St. Helier (being the property
described in Schedule 2) are prescribed for the purposes of Article 35(1)
of the Law, the transferee being JPI (Broad Street) Limited.
(3) The
assets of the Committee for Postal Administration in the property known as
Unit 1 at 4-6 L’Avenue Le Bas, Rue des Pres Trading Estate,
St. Saviour (being the property described in Schedule 3) are prescribed
for the purposes of Article 35(1) of the Law, the transferee being JPI (Parishes)
Limited.
(4) The
assets of the Committee for Postal Administration in the property known as Bays
3 and 4, Rue des Pres Trading Estate, St. Saviour (being the property
described in Schedule 4) are prescribed for the purposes of Article 35(1)
of the Law, the transferee being JPI (Parishes) Limited.
(5) A
condition of the transfer of immovable property under Articles 35 and 38(3)
of the Law is that any unit of dwelling accommodation on the land comprised in
the immovable property at the time of the transfer, or created on that land
after the transfer, shall not without the consent of the Minister for Housing be
occupied otherwise than by a person who falls within any class specified by the
States by Regulations made under Part 4 of the Housing (Jersey)
Law 1949, being a class to which the condition set out in Article 14(2)
of that Law is specifically stated to refer by those Regulations.
7 Postal
Pension Fund: Article 36
(1) For
the purposes of Article 36(1) of the Law, an amount shall be calculated corresponding
to an amount that would bring the total market value of the assets held in the Postal
Pension Fund immediately before the transfer date to an amount determined by
the Fund actuary to be the total of past service liabilities of that Fund
immediately before the transfer date.
(2) If
that calculation would require the total market value to be increased, for the
purposes of Article 36(1)(d) of the Law there shall hereby be created (and
transferred to the States for the credit of the Postal Pension Fund) a
liability of Jersey Post Limited equal to the amount of the increase.
(3) If
that calculation would require the total market value to be decreased, there shall
for the purposes of Article 36(1)(c) of the Law hereby be created (and
transferred to Jersey Post Limited) a liability of the States equal to the
amount of the decrease.
(4) For
the purposes of Article 36(1)(d) of the Law, to the extent that the Act of
the States of 11th July 1972 known as “an Act revising pensions
payable to retired public employees”, as amended, cannot apply to persons
only because, by the operation of Article 40 of the Law, they have become
employees of Jersey Post Limited, there shall hereby be created a liability of
Jersey Post Limited in respect of those persons, and that liability shall
hereby be transferred to the States.
(5) That
liability –
(a) shall
correspond to the extent to which the rights and benefits that would have been
conferred on those persons because of that Act will have been reduced or
eliminated because of that inapplicability;
(b) shall
accrue as at the transfer date referred to in Article 40 of the Law; and
(c) may
include a liability in respect of contingent rights and benefits.
(6) For
the purposes of Article 36(1)(c) of the Law, there shall hereby be created
(and transferred to Jersey Post Limited) a liability of the States to pay to
the Postal Pension Fund, in respect of persons who, because of Article 40
of the Law, became employees of Jersey Post Limited, amounts equal to the
determined percentage of their respective salaries during the periods when they
are in receipt of those salaries as employees of Jersey Post Limited.
(7) In
this Regulation –
“determined
percentage” means the percentage determined by the Fund actuary to be the
long-term future contribution rate as at the transfer date;
“Fund actuary”
means Hewitt, Bacon & Woodrow Limited.
8 [2]
9 Treatment
of Committee assets and liabilities in transfers: Article 38
(1) The
accounts in the books of the Treasurer of the States recording the assets and
liabilities of the Committee for Postal Administration as at midnight on 30th
June 2006 shall be aggregated.
(2) The
balance of those accounts after that aggregation shall be reduced to zero by
payment, on demand, from Jersey Post Limited to the States, or from the States
to Jersey Post Limited, as the case requires.
(3) For
the avoidance of doubt, it is declared that such of the accounts referred to in
paragraph (1) as represent assets held on trust by the Minister for
Economic Development (including, but not limited to, deposits paid to the
Committee for Postal Administration, as constituted under Article 4 of the
Post Office (Jersey) Law 1969) shall be included in the aggregation.
(4) The
demand referred to in paragraph (2) is one made, on or after the transfer
date, by the Treasurer of the States or Jersey Post Limited, respectively.
10 Value
of JPIL: Article 38
For the purposes of
States accounts, the value (at the moment on 1st July 2006
immediately after the transfers referred to in Articles 34, 35, 36 and 40
of the Law) of the States’ shareholdings in the group of companies
comprising Jersey Post International Limited and its subsidiaries shall be the
net asset value of the group at that moment.
11 Committee
assets, rights and liabilities: values relevant for Companies (Jersey) Law 1991: Article 38
(1) As
far as they are relevant to any matter under the Companies (Jersey)
Law 1991, the value as at midnight on 30th June 2006 of the
assets, rights and liabilities of the Committee for Postal Administration shall
be determined using the same valuation and accounting bases as were used in
preparing the financial statements of the Committee for Postal Administration
(as constituted under Article 4 of the Post Office (Jersey) Law 1969)
in respect of the year that ended at midnight on 31st December 2004 that
were approved by that Committee on 7th April 2005 and signed on that
Committee’s behalf by its President and Chief Executive.
(2) However
the reference in paragraph (1) to liabilities does not include a liability
relating to a scheme under the Public Employees
(Retirement) (Jersey) Law 1967 nor to the value of the assets referred
to in Regulation 6(1), (2), (3) or (4).
(3) The
value of those assets shall be appraised to open market value as at midnight on
30th June 2006 by a qualified Chartered Surveyor in accordance with the
Appraisal and Valuation Standard of the Royal Institution of Chartered
Surveyors.
(4) As
far as it is relevant to any matter under the Companies (Jersey)
Law 1991, the balance remaining after the aggregation of accounts
referred to in Regulation 8 or 9 shall be treated (whether or not demand
is made for its payment) as a debt of Jersey Post Limited or of the States, as
the case requires.
12 JPI
(Parishes) Limited, JPI (Rue des Pres) Limited and JPI (Broad Street) Limited:
values relevant for Companies (Jersey) Law 1991: Article 38
(1) The
excess of assets over liabilities (at the moment on 1st July 2006
immediately after the transfers referred to in Articles 34, 35, 36 and 40
of the Law) in the case of JPI (Parishes) Limited, JPI (Rue des Pres) Limited
and JPI (Broad Street) Limited shall be credited to the respective
companies’ reserves.
(2) Those
liabilities shall include a liability reflecting the share capital required to
be issued under Regulation 3 in the case of each company.
(3) The
reserves shall be treated as realized profits or losses for the purposes of
Article 115 of the Companies (Jersey)
Law 1991.
13 Jersey
Post Limited: values relevant for Companies (Jersey) Law 1991: Article 38
(1) The
excess of assets over liabilities (at the moment on 1st July 2006
immediately after the transfers referred to in Articles 34, 35, 36 and 40
of the Law) in the case of Jersey Post Limited shall be credited to that
company’s reserves.
(2) Those
liabilities shall include a liability reflecting the share capital required to
be issued under Regulation 3 in the case of that company.
(3) The
reserves shall be treated as realized profits or losses for the purposes of
Article 115 of the Companies (Jersey)
Law 1991.
14 Jersey
Post International Limited: values relevant for Companies (Jersey) Law 1991: Article 38
(1) The
excess of assets over liabilities (at the moment on 1st July 2006
immediately after the transfers referred to in Articles 34, 35, 36 and 40
of the Law) in the case of Jersey Post International Limited shall be credited
to that company’s reserves.
(2) Those
liabilities shall include a liability reflecting the share capital required to
be issued under Regulation 3 in the case of that company.
(3) The
reserves shall be treated as realized profits for the purposes of Article 115
of the Companies
(Jersey) Law 1991.
15 Transfer
of staff: Article 40
For the purposes of Article 40
of the Law, the company is Jersey Post Limited.
16 Restriction
on exercise of powers by Minister for Treasury and Resources
The following powers are
prescribed for the purposes of Article 27(5)(d) of the Law –
(a) the
power to vote on a resolution of Jersey Post International Limited for, or
otherwise authorize, the disposal of its shares or share rights in Jersey Post
Limited, or the creation or disposal of security interests over those shares or
share rights or the creation of any other charge over those shares or share
rights;
(b) the
power to vote on a resolution of Jersey Post International Limited for, or
otherwise authorize, the exercise of that company’s powers and rights, as
the holder of securities in Jersey Post Limited, to vote on a resolution for,
or otherwise authorize –
(i) the
issue of shares or share rights in Jersey Post Limited to any person other than
Jersey Post International Limited, or
(ii) the
winding up of Jersey Post Limited.
17 Citation
These Regulations may be
cited as the Postal Services (Transfer) (Jersey) Regulations 2006.
SCHEDULE
1[3]
(Regulation 6(1))
POSTAL HEADQUARTERS, RUE
DES PRES
For the purposes of this Schedule,
the Public of this Island will be referred to as “the Public”,
which designation will include its successors or assigns, and the limited
liability Company JPI (Rue des Pres) Limited will be referred to as “the
Company”, which designation will include its successors or assigns.
Three sites bearing the numbers 8,
10 and 26 and forming part of Rue des Pres Trading Estate, with the buildings
erected thereon, (hereinafter referred to as “the Premises”) to
which the Public has right by hereditary purchase by two Contracts
dated 17th September, 1993 from the limited liability Company known
as “Rue des Pres Properties Limited”.
The Southern boundary of the
Premises towards a pathway owned by the Public is constituted by the lower of
two raised concrete kerbs which belongs, without offset, to the Public, for the
avoidance of doubt the lower kerb is situate immediately to the South of a wire
fence established on the Premises.
The Eastern boundary of the
Premises towards the pavement and road forming part of Rue des Pres Trading
Estate which belong to the Public is the raised concrete kerb (situate
immediately to the East of a wire fence established on the Premises), red brick
kerb and small walls (forming part of various raised gardens established on the
Premises) which all belong, without offset, to the Company.
The Western boundary or
thereabouts of the Premises towards the main road “La Rue des Pres”
is constituted by the walls and wire fence which belong, without offset, to the
Company.
The line of demarcation separating
the Premises on part of the Western side of the same (near the Southern end)
with land forming part of the main road known as “La Rue des Pres”
is a straight imaginary line taken from the South-West corner of the Northern
section of the wall of the West or thereabouts of the Premises which belongs
without offset to the Company and then projects in a Southerly direction or
thereabouts until it reaches the North-West corner of the Southern section of
the wall of the West or thereabouts of the Premises which belongs without
offset to the Company.
The following specific rights
shall affect the Premises, namely –
1. That
the walls on the Eastern boundary of the Premises will have a height of three
Imperial feet above the normal surface of the ground.
2. That
the walls forming the Western boundary of the Premises will have a height of
six Imperial feet above the normal level of the ground.
3. That
the wall of the North of the Premises will never exceed three Imperial feet in
height above the normal level of the soil and this on a distance of twenty Imperial
feet as from the Eastern limit of the Premises and a height of six Imperial
feet along the remainder of the said boundary.
4. That
the Company will have a right of way at all times and for all purposes through
and in the roadway and pavements belonging to the Public lying to the East of
the Premises and this to come and go from the Premises to the main road
“La Grande Route de Longueville”, the Company being obliged to
contribute its fair proportion of the costs of maintenance and upkeep of the
roadway and pavements along their whole length.
5. That
the Company will have a right of way at all times and for all purposes through
and in a small section of roadway (and pavement if one should be established at
anytime in the future) belonging to the Public lying near the Southern end of
the Western boundary of the Premises and this to come and go from the Premises
to the main road “La Rue des Pres”, the Company being obliged to
contribute its fair proportion of the costs of maintenance and upkeep of the
roadway (and pavement if any) of which it makes use.
6. That
the Company will have the right to place and maintain in the roadway and pavements
belonging to the Public lying to the East of the Premises such pipes, cables
and conduits which will be necessary to join to the pipes, cables and conduits
of the mains’ services of water, gas, electricity and telephone which are
or which will be established in the roadway and pavements, as well as the right
at all times and whenever to repair or replace such pipes, cables and conduits
on condition that it replaces the areas in an agreeable state after the
completion of such works and undertakes such works as quickly as possible.
7. That
the Company will have the right to drain waste water and sewage from the
buildings which are or which will in the future be erected on the Premises into
the public drain and this by the means of the drain established in the roadway
belonging to the Public, the Company having the right to place drainage pipes
in the roadway and pavements belonging to the Public and to join them to the
drain; charging the Company to replace the areas in an agreeable state after
the completion of such works and to contribute its fair proportion of the costs
of the maintenance and upkeep of the drain along its whole length.
8. That
the Premises will be used principally for the construction of buildings on the
same and it will not be permitted to deposit, nor to pile up, nor to tip, nor
to display any goods whatsoever in the open air on the Premises.
9. That
the Premises will be used solely for the purposes of warehousing and that no
other business will be conducted on the same without the consent in writing of
the Minister for Infrastructure. And in the case where the Company ceases to
use the Premises and the buildings which are or which will in the future be
erected on same in connection with the business of the Company, the Company
will not be able to lease, sell or otherwise dispose of same without having
obtained the prior consent of the Minister for Infrastructure.
10. That it will be forbidden
to display, either in any window or elsewhere in public, or to sell retail on
any part of the Premises any goods whatsoever, except the articles having
immediate connection with the maintenance and repair of cars on the Estate
called “Rue des Pres Trading Estate”.
11. That no car, except the
cars which will be brought temporarily on to the Premises, will be parked on
the Premises at any time, except inside the buildings which are erected on
same.
12. That the Company will have
a right of access on to the roads, pavements, pathway and land belonging to the
Public lying to the East, South and West of the Premises, whenever it becomes
necessary but only after having giving prior notice of at least two weeks to
the relevant Minister of the States (except in the case of emergency), with or
without workmen, ladders, tools and materials in order to repair, replace,
renew, rebuild, clean, maintain and upkeep the walls and fences forming part of
the Premises built on or close to the boundaries of the Premises; charging the
Company to complete the works as quickly as possible, to cause the least
inconvenience possible to the Public and to replace the affected areas in a
clean and agreeable state immediately after the completion of such works.
13. That the Public will have
the right to keep all the pipes, cables, conduits, drainage pipes and all other
related apparatus for the provision of mains services and the drainage of rain
water, waste water and sewage through and under the Premises as they are at
present established, with a right of access for the Public on to the Premises
whenever it becomes necessary but only after having given at least two weeks
prior notice to the Company (except in the case of emergency), with or without
workmen, tools and materials in order to repair, replace, renew, rebuild,
unblock, thaw out, clean, maintain and upkeep the pipes, cables, conduits,
drainage pipes and all other related apparatus; charging the Public to complete
the works as quickly as possible, to cause the least inconvenience possible to
the Company and to replace the affected areas in a clean and agreeable state immediately
after the completion of such works.
14. That the Company has the
right to keep the openings which are currently established firstly in the wire
fence established along the Southern end of the Eastern limit of the Premises
and secondly in the Southern end of the wall established along the Western
limit of the Premises. It being further understood that the Company has the
right to establish gates or barriers in these openings providing that such
gates or barriers open towards the interior of the Premises.
15. That the Company has the right
(after having first received the prior consent in writing of the Minister for the
Environment) to replace the existing wire fence, concrete kerb, red brick kerb
and small walls established along the Eastern and Western limits of the
Premises and furthermore the right to build up to and against the lower of two
raised concrete kerbs established along the Southern limit of the Premises
which concrete kerb belongs without offset to the Public with walls or other
enclosures, such walls or other enclosures are to be built by the Company on
the same alignment as the aforesaid wire fences, concrete kerb, red brick kerb
and small walls and once built shall belong without offset to the Company and
never exceed a maximum height of nine Imperial feet above the level of the
soil. It being understood that the Company has the benefit of the rights
described in the clause bearing the number “12” and this for the
purposes of maintaining and up keeping the said walls or other enclosures. It
being further understood that the Company has the right to establish gates or
barriers in such walls or enclosures and this along the Eastern limit of the
Premises providing that such gates or barriers open towards the interior of the
Premises.
The whole in perpetuity.
The other boundaries of the
Premises and other relevant rights attaching thereto being as set out and
described within the two said contracts of hereditary purchase both
dated 17th September 1993 by the Public from the limited liability
company “Rue des Pres Properties Limited” which contracts are
enrolled in the Public Registry of the Island book RP950, pages 253 and 256
respectively; have recourse to both contracts.
The Premises are situate in the
Parish of Saint Saviour, in the Vingtaine of La Petite Longueville, and are in
the condition in which they are currently found, with all their faults,
apparent or hidden, if they exist.
SCHEDULE 2
(Regulation 6(2))
BROAD STREET POST OFFICE
A certain building being the
Central Post Office (hereinafter referred to as “the Premises”)
built on the sites of properties bearing the numbers 15 and 17 Broad
Street and 7 and 9 Commercial Street and to which the Public of this Island has
right by hereditary purchase (first corpus fundi) by Contract dated 26th
September, 1969 from the Crown.
The boundaries of the Premises,
and all rights attaching thereto, being as set out and described in the above
mentioned Contract of Purchase dated 26th September, 1969, which Contract
is enrolled in the Public Registry of the Island, Book RP560, page 167,
have recourse thereto.
The Premises are situate in the
Parish of St. Helier in the Vingtaine de Bas de la Ville and are in the
condition in which they are currently found, with all their faults, apparent or
hidden, if they exist.
SCHEDULE 3
(Regulation 6(3))
Unit 1 at 4-6
L’Avenue Le Bas, Rue des Pres Trading Estate
The contract lease interest in
certain premises being Unit 1, forming part of the plot numbered 4 to 6
l’Avenue le Bas, Rue des Pres Trading Estate which the Public of this
Island acquired by the assignment of the remainder of a 21 year lease
(“the Lease”) by the company “Jacksons (C.I.) Limited”
by contract dated 2nd September 2005.
The boundaries of the premises,
and all rights attaching thereto, being set out and described in the Lease
dated 4th August 1989 between the lessor “Jacksons Garage (Property)
Limited” and the lessee “Jacksons Garage Limited” which
contract is enrolled in the Public Registry of the Island, Book RP869, page
254. The latter contract being extended and modified by a further contract
between the aforementioned parties dated 17th November 1995 which
contract is enrolled in the Public Registry of this Island, Book RP1000 page
455, have recourse thereto.
The extension to the Lease commenced
on 1st July 1995 and will terminate on 30th June 2016.
All the above premises are situate
in the Parish of St. Saviour, Vingtaine de la Petite Longueville and are in the
condition in which they are currently found, with all their faults, apparent or
hidden, if they exist.
SCHEDULE 4
(Regulation 6(4))
Bays 3 and 4, Rue des Pres
Trading Estate
The contract lease interest in
certain premises being Bays 3 and 4 forming part of the plot numbered 2
“Rue des Pres Trading Estate” which the Public of this Island
acquired by the assignment of the remainder of a 21 year lease (“the
Lease”) by the company “Hawthorn Corner Limited” by contract
dated 2nd September 2005.
The boundaries of the premises,
and all rights attaching thereto, being as set out and described in the Lease
dated 18th December 1987 between the lessor “Jacksons Garage
(Property) Limited” and the lessee “La Motte Garages Limited”
which contract is enrolled in the Public Registry of the Island , Book RP841,
page 326. The latter contract being modified by a further contract of
assignment of the Lease dated 11th August 1995 by “Soubriquet
Limited” to “Ettom Property Holdings Limited”, which contract
is enrolled in the Public Registry of the Island, Book RP993, page 569, have
recourse thereto.
The Lease commenced on 1st
January 1988 and will terminate on 31st December 2008.
All the above premises are situate
in the Parish of St. Saviour, Vingtaine de la Petite Longueville and are in the
condition in which they are currently found, with all their faults, apparent or
hidden, if they exist.