New South Wales Consolidated Acts

PORTS ASSETS (AUTHORISED TRANSACTIONS) ACT 2012 - SCHEDULE 1

SCHEDULE 1 – Interpretative provisions

1 Definitions

In this Act--

"assets" means any legal or equitable estate or interest (whether present or future, whether vested or contingent and whether personal or assignable) in real or personal property of any description (including money), and includes securities, choses in action and documents.

"associated port land" --see section 3.

"authorised transaction" --see section 3.

"completion" of an authorised transaction occurs on such date as may be designated by the Treasurer by order in writing as the date of completion of the authorised transaction.

"corporate conversion" , in relation to a port SOC or a transaction SOC, means the registration of the corporation as a company under the Corporations Act.

"Corporations Act" means the Corporations Act 2001 of the Commonwealth.

"Corporations legislation" means the Corporations legislation to which Part 1.1A of the Corporations Act applies.

"function" includes a power, authority or duty, and
"exercise" a function includes perform a duty.

"general law" means the common law and equity (as modified from time to time by legislation).

"lease" includes concurrent lease and any subletting (or concurrent subletting).

"legislation" includes--

(a) any statute of a legislature (whether enacted or made in Australia or elsewhere), and

(b) any proclamation, regulation, rule, by-law, order or any other kind of subordinate legislation (however described) made under the authority of a statute (whether enacted or made in Australia or elsewhere).

Note--: A person who is a public sector agency of another jurisdiction is a private sector person for the purposes of this Act.

(a) the State (including the Crown in right of the State),

(b) a Minister,

(c) the Ministerial Holding Corporation constituted by the State Owned Corporations Act 1989 ,

(d) the Ports Assets Ministerial Holding Corporation,

(e) a SOC,

(f) a public authority of the State,

(g) any other person acting on behalf of the State (or the Crown in right of the State),

(h) a transaction company, but only while all the shares in the transaction company are held by or on behalf of the State or a SOC or the transaction company is the subsidiary of another transaction company all the shares in which are held by or on behalf of the State or a SOC,

(i) a wholly owned subsidiary of a public sector agency.

2 Ports assets

In this Act,
"ports assets" includes assets, rights and liabilities vested in a public sector agency that were ports assets before their transfer to a public sector agency for the purposes of an authorised transaction. Assets, rights and liabilities cease to be ports assets when they are transferred to the private sector for the purposes of an authorised transaction.

3 Functions for the purposes of an authorised transaction

For the purposes of this Act, any act, matter or thing is done or has effect for the purposes of an authorised transaction if--

(a) it is done or has effect for the purpose of effecting or facilitating an authorised transaction, or

(b) it is done or has effect for any purpose that is ancillary or incidental to or consequential on an authorised transaction, or

(c) it is done or has effect for any purpose connected with the vesting of ports assets in, or the transfer of staff of a port SOC to, a public sector agency at any time after completion of an authorised transaction.

4 Transfer and acquisition of assets, rights and liabilities

(1) The assets, rights and liabilities of a body corporate include the assets, rights and liabilities of a wholly owned subsidiary of the body corporate and accordingly the following principles apply in the interpretation of this Act--

(a) assets, rights and liabilities of a body corporate can be transferred to another person (
"the transferee" ) by a transfer of shares or any other transaction that results in the body corporate becoming a wholly owned subsidiary of the transferee,

(b) assets, rights and liabilities of a body corporate are acquired by (and become assets, rights and liabilities of) a transferee when the body corporate becomes a wholly owned subsidiary of the transferee.

(2) This clause does not limit the ways in which assets, rights and liabilities can be transferred for the purposes of an authorised transaction and does not prevent the direct transfer of assets, rights and liabilities to a transferee.

5 Employees of port SOC

If a transaction company is established by the conversion of a port SOC into a company, a reference in a provision of this Act to an employee of a port SOC includes a reference to an employee of the transaction company and a reference in the provision to the port SOC is to be read as a reference to the transaction company.

6 Words and expressions defined in Corporations Act

Words and expressions used in this Act that are defined in section 9 of the Corporations Act have the same meanings as in that section, except in so far as they are defined differently in this Act or the context or subject-matter otherwise indicates or requires.

7 When events occur

If this Act provides for an event or other thing to occur on a particular day, that event or thing is taken to occur at the beginning of that day.

8 Notes

Notes included in this Act do not form part of this Act.