A United Kingdom public limited company (“PLC”), which is listed on the main list of the London Stock Exchange or on AIM, may use a Jersey company in a Cash Box transaction where the PLC is raising money either through a placing of its shares, a rights issue or where a convertible bond is issued. The Jersey company will need to be managed and controlled in the United Kingdom and be resident in the United Kingdom for tax purposes.

The use of a Jersey company will:

• allow the PLC to issue new shares without the timetable and expense implications of complying with United Kingdom Companies Act pre-emption provisions.
  
  
• permit the PLC to take advantage of merger relief under section 612 of the UK Companies Act 2006 (if the redeemable preference shares are structured in such a way that they do not constitute “equity share capital”).
  
  
• avoid the need to prepare Listing Particulars (provided the number of shares offered is kept to 10% of the PLC’s current issued share capital if the PLC is listed on the main list).
  
  
• ensure the timetable associated with any placing is flexible so as not to be dependent on any particular stage of the larger transaction to which the placing or rights issue relates.

If any additional information is required as to how a Cash Box operates, please read our client briefings which can be found at the bottom of this page.

Ogier has experience in establishing and assisting in the successful administration of Cash Boxes and can provide the following services:-

Services

• Incorporation of Jersey company.
  
  
• Registered office, registered agent, secretarial and registrar services.
  
  
• Bookkeeping and preparation of financial statements.
  
  
• Agent for service of process.
  
  
• Escrow / nominee services.
  
  
• General corporate administration services.