Companies (Takeovers and Mergers Panel) (Jersey) Law 2009

Summary

This Law establishes the Panel on Takeovers and Mergers in Jersey, sets out its rule making and enforcement powers, and defines how it interacts with the Jersey Financial Services Commission (the Commission) and with persons involved in takeover bids and merger transactions of companies and other corporate bodies.

• Panel establishment and rules: The Minister may appoint a body as the Panel on Takeovers and Mergers, which can make rules regulating takeover bids, merger transactions and related conduct, similar in scope to the UK City Code.
• Information and document powers: The Panel may issue written notices requiring a person to produce documents or provide information reasonably required for its functions, to be complied with at a specified place and within a specified reasonable period.
• Disclosure restrictions and offence: Information about private affairs or business obtained by the Panel may not be disclosed without consent except in specified circumstances; unauthorised disclosure is a criminal offence carrying up to 2 years imprisonment and a fine.
• Cooperation duties: The Panel must cooperate with the Commission and similar overseas bodies, and the Commission must take appropriate steps to assist the Panel, including exercising its regulatory powers as if the Panel were a relevant supervisory authority.
• Hearings, sanctions and appeals: Rules must establish a Hearings Committee to review Panel decisions and a Takeover Appeal Board to hear appeals; the Panel may impose sanctions for breaches of rules or directions and must publish a policy statement on sanctions not covered by the City Code.

The Law does not itself impose ongoing filing or reporting deadlines on market participants; instead it creates the legal framework, powers and procedural safeguards under which the Panel's own rules (made separately) impose specific takeover and merger obligations.

Key obligations

• The Panel must make the text of any rules it makes available to the public immediately after the instrument containing them is made
• A person served with a notice under Article 7 must produce specified documents or provide specified information at the place and within the reasonable period stated in the notice
• Persons who receive information from the Panel relating to private affairs or business affairs must not disclose it without consent except as permitted under Article 8 and the Schedule
• The Commission must take appropriate steps to cooperate with and assist the Panel in discharging its functions
• The Panel must discharge fee and charge rule-making functions itself or via a committee, and all other rule-making functions via a committee
• Rules made by the Panel must provide for a Hearings Committee to review Panel decisions and a Takeover Appeal Board to hear appeals from that committee
• Where the Panel's rules confer a sanction not provided for by the City Code as it stood before this Law came into force, the Panel must prepare and publish a policy statement on that sanction, having regard to specified factors

Applies to

companies and other bodies corporate involved in takeover bids or mergers, the Panel on Takeovers and Mergers, the Jersey Financial Services Commission, persons served with information or document notices under the Law

Related documents

• Companies (Appointment of Takeovers and Mergers Panel) (Jersey) Order 2009 commences this document
• Companies (Appointment of Takeovers and Mergers Panel) (Jersey) Order 2009 is made under this document