This order may be cited as the Auckland Airport (Vesting) Order 1988.

(1) In this order, unless the context otherwise requires,—

(2) Any term or expression which is not defined in this order, but which is defined in the Act, shall have the meaning given to it by the Act.

The following airport assets and airport liabilities, being assets and liabilities set out in a list prepared pursuant to section 6(1) of the Act by the Minister of Finance and the Minister of Civil Aviation and Meteorological Services, dated 25 March 1988 and laid before the House of Representatives by the Minister of Civil Aviation and Meteorological Services on 29 March 1988, shall vest in the company on 1 April 1988—

• (a) the land more particularly described in Schedule 1 together with all planning rights, designations, water rights, and clean air licences, relating to it or to the operations and activities of the airport:

• (b) the vehicles and equipment more particularly described in Schedule 2:

• (c) all stocks of consumable items held by the Auckland Regional Authority on behalf of the Crown and the constituent authorities as at the close of 31 March 1988 for use in relation to the airport:

• (d) the rights and obligations of the Auckland Regional Authority on behalf of the Crown and the constituent authorities under all contracts and agreements for the supply of goods and services made between the Auckland Regional Authority and any other person, being rights and obligations which arise or are to be performed or discharged on or after 1 April 1988 and including rights and obligations under contracts for the construction of works or facilities, but not including rights and obligations under any contract of employment and obligations which have accrued as at that date:

• (e) the rights and obligations of the Auckland Regional Authority on behalf of the Crown and the constituent authorities under all leases, licences, concessions, and agreements to grant rights, relating to the airport, made with, or granted to or by, the Auckland Regional Authority, or to which it is a party, being rights and obligations which arise or are to be performed or discharged on or after 1 April 1988, but not including obligations accrued before that date:

• (f) all documents, correspondence, files, notes, plans, drawings, reports, and other written, processed or recorded information relating to airport assets and airport liabilities and held by, or under the control of, the Auckland Regional Authority as at the close of 31 March 1988, and including contracts and agreements, leases, licences, concessions, and other legal documents.

(1) The equity securities which shall be issued by the company consequent upon the vesting in it of the airport assets and airport liabilities referred to in clause 3 shall be 210 000 000 ordinary shares of $1 each.

(2) The equity securities referred to in subclause (1) shall be issued on 1 April 1988 and as fully paid up.

(1) The debt securities which shall be issued by the company consequent upon the vesting in it of the airport assets and airport liabilities referred to in clause 3 shall be 135 719 062 unsecured debentures of $1 each issued at par.

(2) The debentures referred to in subclause (1) shall be issued on the following terms—

• (a) the debentures shall be redeemed at par on presentation of the relevant certificates for cancellation as follows:

  • (i) one half of the debentures held by each holder thereof as at 15 March 1989 shall be redeemed on that date; and

  • (ii) all remaining debentures shall be redeemed in full on 15 March 1990:

• (b) until redemption the debentures shall bear interest, calculated at quarterly intervals commencing on 1 April 1988, at a rate which is 0.75% above the average 90 day bank bill buying rate prevailing at the commencement of the relevant quarterly period as determined by the company and certified by an officer of the Reserve Bank of New Zealand nominated by the Governor for the purpose, and interest shall be paid quarterly in arrears to the registered holder of each debenture without deduction, except that interest with respect to the debentures redeemed on 15 March 1989 and 15 March 1990 respectively, for the broken quarterly periods ending on those dates, shall be due on those dates:

• (c) the company shall be entitled to redeem the debentures, before maturity, in whole or in part, on any quarterly payment date whereupon interest shall cease to accrue on the debentures redeemed and any partial redemption shall be effected on a pro rata basis so that each debenture holder shall receive, by way of redemption, a sum which bears the same ratio to the total amount redeemed, as the debentures then held by such debenture holder bear to the total number of debentures on issue:

• (d) the company shall not, while the debentures remain outstanding, issue any other debt securities or borrow any money, except that—

  • (i) the company shall be entitled to borrow an amount not exceeding $40 million from any source for capital expenditure or working capital if the amount borrowed does not rank higher than pari passu with the debentures:

  • (ii) subject to the company complying with its obligation to redeem one half of the debentures as at 15 March 1989, the company shall be entitled to borrow a further amount not exceeding $40 million from any source for capital expenditure or working capital if—

    • (A) the aggregate amount borrowed by the company from all sources other than the debentures does not exceed $80 million; and

    • (B) the amount borrowed does not rank higher than pari passu with the debentures:

  • (iii) the debenture holders may, by resolution passed by debenture holders holding in aggregate not less than 75% in value of the total number of debentures then on issue, waive the provisions of this paragraph on such terms and conditions as may be specified in the resolution:

  • (iv) the company shall be entitled to borrow any amount from any source for the purpose of redeeming the debentures in accordance with the requirements of this subclause:

  • (v) the company shall be entitled to grant a mortgage or give or create a charge or security interest in respect of any asset or assets purchased by the company in favour of the vendor of that asset or those assets to secure the unpaid balance of the purchase price of the asset or assets, if the mortgage, charge, or security interest does not exceed 75% of the purchase price:

• (e) the debentures held by each debenture holder shall, at the option of the holder to be exercised by notice in writing to the company, become immediately due and payable if—

  • (i) a receiver is appointed; or

  • (ii) the company goes into liquidation; or

  • (iii) the company defaults in payment of interest due to any debenture holder; or

  • (iv) the company commits a breach of any of the terms stated in this subclause and that breach remains unremedied for more than 7 days after notice is given to the company by a debenture holder requiring the breach to be remedied:

• (f) the debentures shall be subject to the Articles of Association of the company and shall, with the prior approval of the board of directors of the company, be transferable:

• (g) the company shall be entitled to treat the registered holder of each debenture as the owner of it for all purposes.

(3) The debentures referred to in subclause (1) shall be issued on 1 April 1988 and credited as fully paid up.