Recent years have continued to show an increase in the use of
Jersey companies listing on the London Stock Exchange (LSE), with
high profile Initial Public Offerings (IPOs) cementing Jersey's
reputation as the jurisdiction of choice for overseas businesses
looking to list in London. Aside from Jersey's place in the top
tier of International Finance Centres, its favourable tax
environment, flexible legal framework, stable political system and
convenient time zone, it is the collective expertise of the
specialist capital markets teams within the legal and corporate
services providers that puts Jersey firmly in pole position in the
IPO market. Such expertise is especially important when helping
clients from emerging market countries to manage the expectations
held in 'the City' that UK standards must be maintained,
regardless of the company's jurisdiction.
Providing the infrastructure companies require
To ensure that companies withstand the rigours of a London
listing, it is vital that experienced company secretaries and
administrators are appointed to help implement and maintain robust
corporate governance policies and procedures. These include:
regular communication with investors; the establishment of audit
and remuneration committees that are properly and regularly held;
the creation of a board of directors comprising a sufficient
balance of non-executives with experience relevant to the business
and the establishment of strong accounting and financial reporting
In some cases companies using Jersey as a route to a London IPO
do not have the luxury of a large head office function. This can
cause certain practical difficulties and these companies will
usually look towards their Jersey administrator to provide support,
ranging from the maintenance and operation of bank accounts to the
provision of staff to assist with bookkeeping and accounting
Such companies may also look towards their Jersey administrator
to help navigate the various listing and disclosure and
transparency rules. This support can often include the preparation
and release of stock exchange ('RNS') announcements,
insider list management, AGM support and investor relations
It is also important that a registrar is appointed to ensure
that the share register is properly maintained offshore. With a
number of experienced registrars based in Jersey, companies are
able to facilitate trades through CREST, free of stamp duty,
without the need for a depositary receipts programme.
Jersey waits with interest for the outcome of a recent
Consultation paper by the UK Government's Financial Services
Authority (CP12/2), which proposes certain changes to the listing
rules. The findings are due shortly. There is no doubt that
overseas and emerging market companies seeking a London listing
will be subject to increasing scrutiny and investors will expect a
strong corporate governance structure to be in place. With its
track record and expertise, Jersey is ideally placed to provide the
infrastructure that these companies require.
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.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).