IPOs in Jersey

8/12/2019 IPOs in Jersey

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BRITISH VIRGIN ISLANDSCAYMAN ISLANDS

GUERNSEY

JERSEY

CAPE TOWN

LONDON

WWW.CAREYOLSEN.COM

MAY 2013

CORPORATE &

COMMERCIAL

IPO'S USING JERSEY

COMPANIES
http://www.careyolsen.com/http://www.careyolsen.com/


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INTRODUCTIONIncreasingly, Jersey companies are being used as listing vehicles to effect listings on majorworld markets. In particular, Jersey holding companies have been listed on the New YorkStock Exchange ("NYSE"), the Hong Kong Stock Exchange ("HKSE") and the mainmarket of the London Stock Exchange ("LSE").

Recently, Carey Olsen advised Delphi Automotive PLC, a leading global vehiclecomponents manufacturer, on the Jersey aspects of its initial public offering on the NYSE.Delphi Automotive PLC is the first Jersey company to have its shares listed directly on theNYSE.

Following the decision of the HKSE to approve Jersey as a jurisdiction of incorporation foradmission, Carey Olsen advised West China Cement Limited on the Jersey aspects of itsHK$1.28 billion global offering and listing on the HKSE. West China Cement Limitedwas the first Chinese company to list on the HKSE through a Jersey holding vehicle.In addition, Carey Olsen recently advised Polymetal International plc, a leading preciousmetals mining company, on the Jersey aspects of its listing on the main market of the LSE.Polymetal International plc, which is incorporated in Jersey, is part of the FSE 100.

WHY CHOOSE JERSEY?

Tere are a number of reasons why Jersey is proving popular as the place of incorporationof companies looking to list their shares.

On the "white list"Jersey is a leading financial services provider with a reputation as one of the bestjurisdictions of its type. Tis gives investors the comfort of an appropriate level ofregulation, reliability and stability, and makes investment structures set up through Jerseymore attractive than structures residing in some less well-established offshore jurisdictions.

Jersey was one of the first jurisdictions to be placed on the Organisation for EconomicDevelopment's "white list" as having implemented internationally agreed tax standards,and the International Monetary Fund, in its latest review, puts Jersey in the leading rankof international finance centres. In March 2012, the Global Financial Centres Index ratedJersey as the top offshore jurisdiction.

Jersey's position in global markets is supported by a network of experienced legal,accountancy, banking and other financial professionals, who are familiar to advisers inother financial centres. Tis enhances the choice of Jersey for a transaction and makes theadministration of a Jersey structure easier and more cost-effective.

Finally, should any dispute arise, Jersey's court system is well developed and has proveditself capable of handling the most complex and difficult cases.

Tax neutrality

Jersey provides a stable, tax-neutral environment in which to establish and maintaincorporate structures. Jersey companies (apart from locally regulated financial servicescompanies and utilities) are, typically, zero rated for income tax and are not subject tocapital gains tax within the jurisdiction. Jersey has no capital transfer or similar taxes and

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does not levy any withholding tax on dividends. Tere is no stamp duty on Jersey sharetransfers. Companies can also be incorporated in Jersey but can be resident for taxpurposes in another jurisdiction if certain criteria are met.

Company law

Te Companies ( Jersey) Law 1991 as amended, is a modern statute that is based onEnglish company law but avoids many aspects of English law that some investorsfind restrictive. In particular, Jersey company law allows for payment of dividendsirrespective of a company's retained profits. Instead, payments to shareholders aredependent on a company's solvency.

Financial assistance is permitted for both public and private companies and the sharebuy-back and redemption regime is straightforward. In addition, Jersey company lawis flexible so that investors can typically replicate investor protection and other marketstandards through a company's memorandum and articles of association if needed.

JERSEY COMPANIES ARE LISTED ON MAJOR MARKETS AROUND THE WORLD

London listings

Jersey has been particularly successful in attracting companies seeking a listing on theLSE whether the main market or the Alternative Investment Market ("AIM"). Tisis partly because Jersey company shares settle in the same way as UK shares on theLondon market (either through the paperless CRES system or through stock transfer

forms). CRES avoids the need for a depository receipt programme, giving Jersey anedge over BVI, Cayman and some other offshore jurisdictions.

Jersey companies are governed by the UK akeover Code, which makes them highlyattractive to some investors. Also, while Jersey shares settle in the same was as UKshares on the London market there are no material impediments to the settlement ofJersey shares outside the "traditional" UK marketplace.

Carey Olsen recently advised Polymetal International plc, a leading precious metalsmining company, on the Jersey aspects of its listing on the main market of the LSE.

Hong Kong listings

Following the decision of the Hong Kong Stock Exchange ("HKSE") to approveJersey as a jurisdiction of incorporation for admission, the first Chinese business listedthrough a Jersey holding vehicle West China Cement ("WCC") was admitted tothe HKSE on 23 August 2010.

WCC's global offering, which comprised a Hong Kong public offering and aninternational placing, was substantially oversubscribed and raised approximatelyHK$1.28 billion (US$179 million). Carey Olsen advised WCC on the Jersey legalaspects of the transaction, which went smoothly from a Jersey perspective.



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CONTACT US

For further information or professional advice please contact our lawyers below.

JERSEY

T +44 (0)1534 888900

47 Esplanade St Helier Jersey

JE1 0BD Channel Islands

Please note that this briefing is only intended to provide a very general overview of the matters to which it

relates. It is not intended as legal advice and should not be relied on as such.

Carey Olsen 2013

NICHOLAS CROCKERPartner

T +44 (0)1534 822409

E [email protected]

ALEX OHLSSONPartner

T +44 (0)1534 822365

E [email protected]

ROBIN SMITHPartner

T +44 (0)1534 822264

E [email protected]

ALAN STEVENSPartner (LLP)

T +44 (0)20 7614 5620

T +44 (0)1534 822422

E [email protected]

MIKE JEFFREYPartner

T +44 (0)1534 822370

E [email protected]


GUY COLTMANPartner

T +44 (0)1534 822289

E [email protected]
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