Changes to the Takeover Code are expected to further
boost Guernsey's credentials as a centre of excellence for
listing on the Alternative Investment Market (AIM) of the London
Stock Exchange (LSE).
There are already more Guernsey companies listed on the LSE than
any other jurisdiction (ex-UK), including 37 AIM-listed structures
and now a leading lawyer from Carey Olsen believes clients with
entities domiciled elsewhere may consider migrating them to the
The Takeover Code establishes rules applying to takeovers and is
principally designed to ensure fair and equal treatment of
shareholders in relation to takeovers.
The Takeover Panel's amendments to the Code, which come into
effect on 30 September 2013, will make all companies listed on AIM,
and which are incorporated in Guernsey, Jersey, UK and Isle of Man,
subject to the Code. Currently, only companies which are treated by
the Takeover Panel as being centrally managed and controlled in
Guernsey, Jersey, UK or Isle of Man are subject to the Code.
As a result of these changes, it will no longer be necessary to
satisfy such residency test for the Code to apply. This is expected
to be welcomed by those companies which are managed and controlled
elsewhere such as the large number of Chinese, Asian and other
international groups which are listed on AIM.
Carey Olsen corporate partner, Mike Jeffrey, said: "In our
experience, AIM-listed companies wish to be subject to the Takeover
Code and have, until now, been forced to rely on provisions within
their constitutional documents which replicated the Code if they
are managed and controlled in places such as China and the Far
East. However, in practice, these provisions could not fully
replicate the position under the Code, not least because the
Takeover Panel did not have jurisdiction to oversee
"These companies should now consider removing such
provisions from their documents particularly if there is any
inconsistency with the provisions of the Code. Also, companies
which are incorporated in jurisdictions other than Guernsey,
Jersey, UK and Isle of Man should consider whether they wish to
migrate to such jurisdictions to take advantage of Code
"Already known for sophisticated corporate laws, electronic
trading and communication enabling provisions and tax neutrality,
these changes to the Code enhance Guernsey and Jersey's
reputation internationally for groups seeking to list their
shares," said Mr Jeffrey.
The Takeover Code will continue to not apply to open-ended
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