Briefing

The current global market turmoil has resulted in the announcement of a number of mergers, acquisitions and nationalisations of financial institutions throughout the world. The purpose of this chart is to provide a high level summary of the notifications and approvals that may need to be made in Jersey where such a transaction results in a change of control of a company, or branch, established in Jersey.

Regime/Type of Entity

Approval/ Notification

Responsible Party

Form

Admin Fees

Timetable for Regulatory Consent

Failure to Comply

Jersey incorporated/ registered entity

Pre-acquisition approval may be required as a condition of the consent issued to the entity

Jersey incorporated/ registered entity

No standard form. Generally short-form letter prepared by Jersey counsel

No

No statutory timetable.Generally 1 to 2 weeks

Imprisonment and/or fine

Jersey presence/ employees

Pre-acquisition approval may be required as a condition of licence issued to the business

Holder of licence

No standard form. Generally short-form letter prepared by Jersey counsel

No

No statutory timetable. Generally 1 to 2 weeks

Revocation of licence. Imprisonment and/or fine

Entity which is registered by JFSC1 to conduct "regulated business"2

Various preacquisition approvals and notifications and postcompletion notifications triggered by crossing of shareholding or control thresholds

Possibly both acquiring entity and target entity which is JFSC registered

No standard form. Generally short-form letter prepared by Jersey counsel. Preand post-acquisition structure charts and recent annual reports often appended

No

No statutory timetable. Generally 1 to 2 weeks

Imprisonment and/or fine

Entity which is registered with JFSC for anti-money laundering purposes

Post-acquisition notifications triggered by crossing of shareholding thresholds

Entity which is registered with JFSC for anti-money laundering purposes

No standard form. Generally short-form letter prepared by Jersey counsel. Structure charts and recent annual reports often appended

No

N/A

Imprisonment and/or fine

Change in "principal person" or "key person"3 of business regulated by JFSC, or business registered with JFSC for antimoney laundering purposes

Pre-acquisition approval and notification and post-completion notification

Possibly both (i) new "principal person" or "key person" and (ii) the relevant business

Short form letter from business plus personal questionnaire completed by principal/ key person

No

No statutory timetable. "In principle" approval generally given within 1 to 2 weeks. Final approval of new individuals can take significantly longer

Imprisonment and/or fine

Anti-trust

If the relevant thresholds are met, pre-acquisition approval of the JCRA4 will be mandatory

Both parties to acquisition/merger

Merger approval application must be submitted in the JCRA's prescribed form.

£5,000, increasing by a further £15,000 in complex cases

No statutory timetable but approximately 4 to 6 weeks in a straightforward case (longer in more complex cases)

Title to assets acquired in Jersey may not pass. JCRA may issue orders and directions and, in some cases, impose fines
 

This briefing can only provide a general review of this area. Each regime includes a number of provisions specifying in some detail what constitutes a reportable change of control and applicable exemptions. Legal advice should be taken with regard to individual circumstances.

Footnotes

1 Jersey Financial Services Commission.

2 Deposit taking business, insurance business, investment business, trust company business, general insurance mediation business, money service business, fund services business, acting as a fund functionary.

3 Individual owner, director or controller, compliance officer, money laundering compliance officer or money laundering reporting officer.

4 Jersey Competition Regulatory Authority.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.