Jersey Telecom”): Proposed Sale
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STATES OF JERSEY r JT GROUP LIMITED (“JERSEY TELECOM”): PROPOSED SALE Lodged au Greffe on 9th October 2007 by the Minister for Treasury and Resources STATES GREFFE 2007 Price code: H P.153 PROPOSITION THE STATES are asked to decide whether they are of opinion − to agree, in principle, that the States’ shareholding in JT Group Limited (“Jersey Telecom”) should be sold and to request the Minister for Treasury and Resources to take the necessary steps to identify a suitable buyer for Jersey Telecom in accordance with the principles set out in tables 1 and 2 of section 9 of the Minister’s report dated 9th October 2007, with the outcomes of the sale process brought back to the States for approval. MINISTER FOR TREASURY AND RESOURCES Page – 2 P.153/2007 TABLE OF CONTENTS 1. Executive Summary.......................................................................................... 5 2. Background to States Ownership of Jersey Telecom ....................................8 3. Preparation of the Proposition ......................................................................10 3.1 The Consultation Process....................................................................10 3.2 Professional Advice............................................................................10 3.3 Reports by Relevant Parties ................................................................11 3.4 Sale Principles.....................................................................................12 4. The Regulatory Framework, Infrastructure & Consumer Protection .......13 4.1 Overview of the Regulatory Framework ............................................13 4.2 Competition in Jersey’s Telecom Market ...........................................14 4.3 Maintenance of Essential Telecoms Infrastructure.............................16 4.4 Consumer Protection...........................................................................19 4.5 Structural Separation...........................................................................19 5. Key Considerations for Jersey Telecom ........................................................22 5.1 Review of Jersey Telecom ..................................................................22 5.2 Strategic Challenges faced by Jersey Telecom ...................................23 5.3 The Potential of Jersey Telecom.........................................................24 6. Employee Related issues..................................................................................25 6.1 TUPE Legislation................................................................................25 6.2 Pensions rights....................................................................................28 7. States Investment in Jersey Telecom and Strategic Reserves Policy ..........29 7.1 Proposition 133/2006 and the Strategic Reserve ................................29 7.2 Suitability of Jersey Telecom as a Strategic Reserve Investment.......30 7.3 Form of Sale........................................................................................32 7.4 An Inclusive Sale Process...................................................................33 7.5 Size of Stake to be Sold ......................................................................34 8. Independent Economic Assessment of Proposals..........................................40 8.1 Regulatory considerations...................................................................40 8.2 Gearing control...................................................................................41 8.3 Sale should not reduce competition ....................................................42 8.4 Future ownership considerations ........................................................43 8.5 Locally qualified employees ...............................................................44 8.6 Staged Sale assessment .......................................................................45 8.7 Purchaser to add value to JT ...............................................................45 9. Sale Principles and States Approval ..............................................................46 Financial and Manpower Implications ..........................................................48 Page – 3 P.153/2007 TABLE OF ANNEXES Annex 1: The Consultation Paper A1.1 Discussion Paper issued by the Minister for Treasury and Resources on the proposed sale of Jersey Telecom A1.2 Summary of responses received to the Discussion Paper issued by the Minister for Treasury and Resources on the proposed sale of Jersey Telecom Annex 2: Structural Separation A2.1 Background to the Discussion on Structural Separation A2.2 Views on Structural Separation A2.3 Experience of Other Incumbent Operators A2.4 Analysys – Perspectives on structural separation A2.5 Jersey Competition Regulatory Authority A2.6 Jersey Telecom Representations on Structural Separation Annex 3: States Economic Adviser’s Recommendation A3.1 Economic Adviser’s report on the structure of the proposed sale of Jersey Telecom Annex 4: P.133 2006 – Strategic Reserve Policy A4.1 Establishment of a Stabilisation Fund and Policy for Strategic Reserve Annex 5: Independent Economic Assessment of Proposals A5.1 Steering Group Recommendations A5.2 Oxera Report – Possible Sale of Jersey Telecom: Additional Analysis A5.3 Evaluation of a Staged Sale of Jersey Telecom – Citigroup Recommendation A5.4 Gearing Control – Provisions from the U.K. regulated sectors A5.5 Draft terms of reference for the review of the JCRA Page – 4 P.153/2007 REPORT Executive Summary Until 1st January 2003 the States was the regulator, operator and owner of Jersey Telecom, the only major telecommunications provider in Jersey. The Telecommunications (Jersey) Law 2002 fundamentally transformed this model by splitting these three roles. The regulatory role, which includes consumer protection and ensuring the maintenance of the Island’s telecommunications infrastructure, became the responsibility of the Jersey Competition and Regulatory Authority (JCRA). The operator became the incorporated organisation JT Group Limited, governed by an independent Board of Directors. And the owner became the Finance and Economics Committee, and subsequently the Minister for Treasury and Resources, acting in the interests of the States as an investor in Jersey Telecom. With the regulator protecting the interests of consumers the States now own Jersey Telecom primarily as an investment. Yet Jersey Telecom does not meet the criteria for such investments: it is too large for a single investment, it could not be sold quickly and most importantly in the circumstances in which it would need to be realised, i.e. the Island’s economy was struggling, its value would have decrease considerably. Accordingly, Jersey Telecom should be sold and the proceeds invested in an off-Island diversified portfolio of investments. This will not only provide a better annual return to the States but also a better price in the circumstances in which these investments would need to be realised. Whilst the enhancement of the Strategic Reserve, to support current or future generations in less fortunate times, was at the outset considered the principal reason for the sale of Jersey Telecom, the further analysis triggered by the Economic Affairs Scrutiny Sub-Panel has highlighted the significance of the other benefits to the proposed transaction. These benefits will be felt by all Islanders, and as such warranted equal consideration in the formation of the Minister’s proposal. Many important questions have been asked and their answers have been given extensive attention by the Minister and his advisers. • Is Jersey Telecom more likely to thrive under public or private ownership? • How can we ensure consumers are protected both in terms of price and quality of services? • Will Jersey Telecom staff lose their jobs or have their pay reduced? • How can we ensure we will have the excellent communications infrastructure which is so vital to our finance industry? In the preparation of this Report and Proposition the Minister for Treasury and Resources has consulted on these and other issues. The Minister has also sought extensive advice from experts on the sale of telecommunications companies, lawyers, and one of the top international consultancies on the telecommunications industry. Reports have also been produced by various directly interested parties such as the Minister for Economic Development and Jersey Telecom, as well the Economic Affairs Scrutiny Sub-Panel (EASsP). Page – 5 P.153/2007 In response to the recommendations of the EASsP review of the Minister’s sale proposals, the EASsP and Minister for Treasury and Resources agreed to commission a further joint review of the sale proposals to be overseen by an independent Steering Group. That Steering Group, comprising Bill Ogley – States Chief Executive, Ian Black – Treasurer of the States, David Parker – former independent adviser to the EASsP and Bob Lawrence – Chief Executive of Jersey Telecom, sought expert advice from Oxera, the States independent economic advisers. On receipt of the Oxera report the Steering Group developed its recommendations and presented them to the Minister for Treasury and Resources and EASsP. The Steering Group concluded that the privatisation of Jersey Telecom would be in the best economic interests of the Island, provided certain safeguards were put in place. The Minister for Treasury and Resources working in cooperation with the Minister for Economic Development has now put in place