TT-Line Arrangements Act 1993

TT-Line Arrangements Act 1993

This Act may be cited as the TT-Line Arrangements Act 1993.

The provisions of this Act commence on a day or days to be proclaimed.

In this Act, unless the contrary intention appears –

articles means articles of association;

board of directors means the board of directors for the Company;

Company means a company formed under section 5 and incorporated under the Corporations Law;

function includes duty;

incorporation day means the day specified in a certificate of registration issued under the Corporations Law as the day of commencement of the registration of the Company;

liability includes any liability, duty and obligation, whether actual, contingent or prospective;

member, in respect of the Company, means a member referred to in section 8;

memorandum means memorandum of association;

prescribed branch has the same meaning as in the Transport Act 1981;

property means legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property and includes money, documents, securities, choses in action and other rights;

retired TT-Line employee means a person who – was employed for the purposes of the TT-Line Prescribed Branch and, immediately before the incorporation day, was in receipt of a pension or other benefit in respect of that employment; or immediately before the incorporation day was in receipt of a pension paid – under Division 3 or 4 of Part V of the Retirement Benefits Act 1982; and in respect of a person who had been employed for the purposes of the TT-Line Prescribed Branch;

right includes any right, power, privilege and immunity, whether actual, contingent or prospective;

SAF Agreement has the same meaning as in the Retirement Benefits Act 1993 as in force immediately before the commencement of section 63 of the Public Sector Superannuation Reform Act 2016;

subsidiary has the same meaning as in the Corporations Act;

subsidiary board, in relation to a subsidiary, means the board of directors for the subsidiary;

transferred (RBF) TT-Line employee means a person who – immediately before the incorporation day was a contributor; and on that day, became an employee of the Company by reason of clause 3 of Schedule 3 as in force immediately before the commencement of the Retirement Benefits (Consequential and Miscellaneous Amendments) Act 1996; and has not ceased to be employed by the Company;

transferred (SAF) TT-Line employee means a person who – immediately before the incorporation day was an employee eligible to receive benefits under the SAF Agreement; and on that day, became an employee of the Company by reason of clause 3 of Schedule 3 as in force immediately before the commencement of the Retirement Benefits (Consequential and Miscellaneous Amendments) Act 1996; and has not ceased to be employed by the Company; and is not a transferred (RBF) TT-Line employee;

Transport Commission means the Transport Commission incorporated under the Transport Act 1981;

Treasurer’s Instructions means instructions issued under section 114 of the Government Business Enterprises Act 1995 and applicable to the Company in accordance with section 21A of this Act;

TT-Line Prescribed Branch means the branch of the Transport Commission that was established as a prescribed branch by the Transport (Prescribed Branch) Order 1986 (being Statutory Rules 1986, No. 134);

wholly-owned subsidiary, in relation to the Company, means a subsidiary of the Company that falls within the definition of wholly-owned subsidiary, within the meaning of the Corporations Act, in respect of the Company.

The Minister may form, or participate in the formation of, a company limited by shares that is to be incorporated under the Corporations Law.

The name of the Company on its incorporation is to include –

the words "TT-Line"; or such other words as are approved by the Minister.

The memorandum of the Company on its incorporation is to include – the principal object of the Companyset out in Part 1 of Schedule 1; and any other objects of the Company as are approved by the Minister.

The articles of the Company on its incorporation are to include provisions to the effect of those set out in Part 2 of Schedule 1.

As soon as practicable after the commencement of this subsection, the Company is to amend its articles to include provisions to the effect of clauses 3A, 3B and 3C in Part 2 of Schedule 1.

Other provisions of the memorandum and articles of the Company on its incorporation – are to be consistent with the provisions referred to in subsections (1) and (2); and are to be consistent with this Act; and are to be approved by the Minister.

The members of the Company are – the Minister; and the Treasurer; and such other persons, if any, as are determined by the Minister.

If, at any one time, one person is both the Minister and Treasurer – the Treasurer must nominate another Minister, being a different person, to be a member of the Company; and a reference in this Act to the Minister is taken to be a reference to the other Minister so nominated; and a reference in this Act, or any other Act, to the members of the Company is taken to include a reference to the other Minister so nominated.

If the Treasurer nominates another Minister as a member of the Company, the Treasurer is to notify the Company in writing of that fact, as soon as practicable after the Treasurer makes the nomination.

Shares in the Company held by the persons referred to in subsection (1) are held in trust for the Crown.

The nominal share capital and the issued share capital of the Company on its incorporation are to be the amounts determined by the Treasurer, in writing.

The nominal share capital of the Company on its incorporation – is to be divided into shares of $1 each; and if the Treasurer has determined, in writing, that it is to be divided into classes of shares, is to be so divided into classes of shares.

The consideration for the shares issued pursuant to the incorporation of the Company is to be – money provided by Parliament for that purpose; or money from an account established pursuant to section 20(7); or business, property or rights specified in, and transferred by, an order under section 10; or any combination of the considerations specified in paragraphs (a), (b) and (c).

With the approval of the Treasurer, in writing, a member of the Company who holds shares in trust for the Crown may acquire further shares in the Company.

Shares acquired by a member of the Company in accordance with subsection (4) are held in trust for the Crown.

The consideration for the issue of shares acquired by a member of the Company in accordance with subsection (4) is to be – money provided by Parliament for the purpose; or money from an account established pursuant to section 20(7); or a combination of the considerations specified in paragraphs (a) and (b).

A member of a Company must not sell or otherwise dispose of shares held by that member in trust for the Crown.

A member of a Company must not vote at a meeting of the shareholders of the Company to allow the Company to – offer shares in the Company for subscription; or invite persons to subscribe for shares in the Company; or allot or issue shares in the Company on a basis other than to existing shareholders pro rata to their existing shareholding.

If an Act intends to amend or repeal subsection (1), that Act is of no effect unless a motion that approves the proposed amendment or repeal has first been passed by at least two-thirds of the members of each House of Parliament.

For the avoidance of doubt, if there is an inconsistency between this section and the memorandum and articles of the Company, this section prevails to the extent of the inconsistency.

In this section – relevant Minister means the Minister to whom the Department or the statutory authority that is responsible for the administration of the transferred business immediately before the transfer day is responsible; transfer day means the day specified in an order made under subsection (2) on which any business, property, right or liability is transferred to or vests in the Company; transferred business means any business, property, right or liability specified in, and transferred to the Company by, an order under subsection (2).

The relevant Minister may, by order – transfer any business, property, right or liability of the Crown or a statutory authority to the Company (whether or not that transfer is for a consideration); and provide for any matter that is incidental to that transfer.

Consideration for the transfer of any transferred business may be by assumption of liabilities, issue of shares or otherwise.

Any shares in the Company issued to a person as consideration for the transfer of transferred business are held by that person in trust for the Crown.

On the transfer day – the business, property and rights specified in, and transferred by, an order made under subsection (2) vest in the Company; and the liabilities specified in, and transferred by, such an order become the liabilities of the Company.

Except as otherwise provided in an order made under subsection (2), on and after the transfer day – any legal proceedings pending immediately before the transfer day and which were instituted by or against the Crown or a statutory authority in respect of the transferred business may be continued by or against the Company; and any legal proceedings by or against the Crown or a statutory authority in respect of the transferred business to enforce a right that had accrued, and was in existence, immediately before the transfer day may be commenced by or against the Company; and a judgment or order of a court obtained before the transfer day by or against the Crown or a statutory authority in respect of the transferred business may be enforced by or against the Company; and a document addressed to the Crown or a statutory authority in respect of the transferred business may be served on the Company; and a contract made or entered into by the Crown or a statutory authority in respect of the transferred business before the transfer day but not performed or discharged before that day is taken to have been made or entered into by the Company.

If a relevant Minister transfers any business, property, right or liability of a statutory authority to the Company under subsection (2), that business, property, right or liability is to be taken to have been vested in, or to have belonged to, the Crown on the day immediately preceding the transfer day.

A person who is a party to a contract is not entitled to terminate that contract by reason only of the transfer, under an order made under subsection (2), of any business, property, right or liability to which that contract relates.

A member of the Company who holds shares in trust for the Crown must not acquire shares in the Company for his or her own benefit.

Any shares acquired in the Company in contravention of subsection (1) are taken to be held in trust for the Crown but the Crown is not liable to meet the cost of that acquisition.