Energy Companies (Waitomo Energy Services Limited) Vesting Order 1993
This version was replaced on 31 October 2017 to make a correction to clause 5(2)(k) under section 25(1)(j)(ii) of the Legislation Act 2012.
Reprint as at 7 May 1993
Energy Companies (Waitomo Energy Services Limited) Vesting Order 1993
(SR 1993/123)
Catherine A Tizard, Governor-General
Order in Council
At Wellington this 3rd day of May 1993
Present:
The Right Hon D C McKinnon presiding in Council
Note
Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.
A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.
This order is administered by the Ministry of Economic Development.
Pursuant to section 47(1) of the Energy Companies Act 1992, Her Excellency the Governor-General, acting by and with the advice and consent of the Executive Council, and on the recommendation of the Minister of Energy, hereby makes the following order.
Order
1 Title
This order may be cited as the Energy Companies (Waitomo Energy Services Limited) Vesting Order 1993.
2 Interpretation
(1)
In this order, unless the context otherwise requires,—
the Act means the Energy Companies Act 1992
the Board means the Waitomo Electric Power Board
the company means Waitomo Energy Services Limited
the Waitomo Energy Services Customer Trust means the trust referred to by that name in the establishment plan approved by the Minister in respect of the Board on 17 March 1993
North King Country Development Trust means the trust referred to by that name in the establishment plan approved by the Minister in respect of the Board on 17 March 1993
the senior debt means the company’s liabilities, including loans and financial accommodations (contingent or otherwise), and interest on loans and financial accommodations, but not including—
(a)
the company’s liabilities to its shareholders under the articles of association of the company and the terms of shares in the company; or
(b)
the company’s liabilities under the debt securities referred to in clause 5(1).
(2)
Expressions not defined in this order but defined in the Act have, in this order, the meanings so defined.
3 Appointment of date for vesting of undertaking of Board in successor company
7 May 1993 is hereby appointed as the date on which the undertaking of the Board shall, by virtue of section 47(1)(a) of the Act, vest in the company.
4 Shares held by Board in company
On 7 May 1993, the shares held by the Board in the company at the close of 6 May 1993 shall, by virtue of section 47(1)(b) of the Act, vest as follows:
(a)
in the following persons in their capacity as trustees of the Waitomo Energy Services Customer Trust:
(i)
2 666 666 to Russell Alfred Aldridge:
(ii)
2 666 666 to Raymond James Bone:
(iii)
2 666 666 to Ivan Claude Haines:
(iv)
2 666 666 to John McKenzie Miller:
(v)
2 666 666 to Robyn Andra Neeley:
(vi)
2 666 666 to Carleon James Vellenoweth:
(b)
4 to Robert Alexander Kidd in his capacity as nominee on behalf of the Waitomo Energy Services Customer Trust.
5 Debt securities to be issued by company
(1)
The debt securities that shall be issued by the company consequent upon the vesting in it of the undertaking of the Board shall be—
(a)
a debt security by way of subordinated debt of $1,000,000; and
(b)
a debt security by way of subordinated debt of $2,000,000.
(2)
The debt security referred to in subclause (1)(a) shall be issued on the following terms:
(a)
the interest rate shall be the New Zealand 1 year retail deposit rate as published by the National Business Review as at 7 May 1993:
(b)
the interest rate referred to in paragraph (a) shall, beginning on 7 May 1994, be adjusted on 7 May each year to be the New Zealand 1 year retail deposit rate as published by the National Business Review as at that date:
(c)
interest shall be payable monthly in arrears:
(d)
the company shall not redeem the debt security in whole or in part unless the senior debt for the time being has been repaid in full and the company is satisfied that there are no outstanding liabilities contingent or otherwise that comprise or could become part of the senior debt:
(e)
the company may at any time, and without notice to the holder of the debt security, borrow or obtain financial accommodation for the company:
(f)
the company may at any time—
(i)
enter into agreements extending the time for payment of or renewing or otherwise altering the terms or security of all or any of the senior debt; or
(ii)
enter into new liabilities comprising senior debt,—
without notice to the holder of the debt security and without impairing or affecting the debt security:
(g)
if there is a distribution, division or application, partial or complete, voluntary or involuntary, of all or any of the assets of the company to creditors of the company by reason of—
(i)
the company going into liquidation; or
(ii)
the company being dissolved; or
(iii)
the company being wound up; or
(iv)
the company being placed into receivership; or
(v)
the company becoming insolvent; or
(vi)
an assignment for the benefit of creditors; or
(vii)
proceedings being commenced by or against the company for any relief under any bankruptcy or insolvency law or under any law relating to the relief of debtors, readjustment of indebtedness, reorganisations, compositions, or extensions,—
the holder of the debt security shall receive any payment due to it under the debt security only after such payment has first been applied to the repayment of the senior debt:
(h)
if the holder of the debt security—
(i)
resolves to wind up; or
(ii)
distributes all of its assets,—
the holder of the debt security may, by giving the company 3 months’ notice in writing, require the company, immediately prior to the date of such winding up or distribution, to convert the debt security to ordinary shares in the capital of the company on the basis that the number of shares to be issued will be equal in value to the principal of the debt security:
(i)
the value of the shares to be issued on conversion will be their asset backing in the last balance sheet of the company that has been approved by the directors of the company:
(j)
the directors of the company may have the assets of the company revalued for the purpose of preparing the balance sheet referred to in paragraph (i):
(k)
the debt security may be converted to shares at any time by agreement between the holder of the debt security and the company at the conversion rate referred to in paragraph (h).
(3)
The debt security referred to in subclause (1)(b) shall be issued on the following terms:
(a)
the interest rate shall be 5% per annum:
(b)
interest shall be payable monthly in arrears:
(c)
the requirement that the company pay interest may be suspended by the company at any time if the company believes that the holder of the debt security is applying all or any part of the interest paid by the company on the debt security to or for activities that are not in the interests of the company:
(d)
the company shall not redeem the debt security in whole or in part unless the senior debt for the time being has been repaid in full and the company is satisfied that there are no outstanding liabilities contingent or otherwise that comprise or could become part of the senior debt:
(e)
the company may at any time, and without notice to the holder of the debt security, borrow or obtain financial accommodation for the company:
(f)
the company may at any time—
(i)
enter into agreements extending the time for payment of or renewing or otherwise altering the terms or security of all or any of the senior debt; or
(ii)
enter into new liabilities comprising senior debt,—
without notice to the holder of the debt security and without impairing or affecting the debt security:
(g)
if there is a distribution, division or application, partial or complete, voluntary or involuntary, of all or any of the assets of the company to creditors of the company by reason of—
(i)
the company going into liquidation; or
(ii)
the company being dissolved; or
(iii)
the company being wound up; or
(iv)
the company being placed into receivership; or
(v)
the company becoming insolvent; or
(vi)
an assignment for the benefit of creditors; or
(vii)
proceedings being commenced by or against the company for any relief under any bankruptcy or insolvency law or under any law relating to the relief of debtors, readjustment of indebtedness, reorganisations, compositions, or extensions,—
the holder of the debt security shall receive any payment due to it under the debt security only after such payment has first been applied to the repayment of the senior debt.
(4)
The debt security referred to in subclause (1)(a) shall be issued to the following persons jointly in their capacity as trustees of the Waitomo Energy Services Customer Trust:
(a)
Russell Alfred Aldridge:
(b)
Raymond James Bone:
(c)
Ivan Claude Haines:
(d)
John McKenzie Miller:
(e)
Robyn Andra Neeley:
(f)
Carleon James Vellenoweth.
(5)
The debt security referred to in subclause (1)(b) shall be issued to the following persons jointly in their capacity as trustees of the North King Country Development Trust:
(a)
David Gordon Muir:
(b)
Daniel Takutaimoana Te Kanawa:
(c)
Denis Laurie Bevan:
(d)
Charles Murray Loewenthal:
(e)
Russell Laird Thomson:
(f)
John Burns Anderson.
(6)
The debt securities referred to in subclause (1) shall be issued on 7 May 1993.
Marie Shroff,
Clerk of the Executive Council.
Explanatory note
This note is not part of the order, but is intended to indicate its general effect.
This order is made pursuant to section 47(1) of the Energy Companies Act 1992. The order appoints 7 May 1993 as the date on which the energy undertaking of the Waitomo Electric Power Board shall vest in its successor company, Waitomo Energy Services Limited. The order—
(a)
provides for the vesting of the shares held by the Board in the company by virtue of section 47(1)(b) of the Act; and
(b)
specifies the debt securities that shall be issued by the company consequent upon the vesting in it of the undertaking of the Board; and
(c)
specifies the persons to whom those debt securities shall be issued.
Date of notification in Gazette: 6 May 1993.
Contents
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1
General
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2
Status of reprints
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3
How reprints are prepared
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4
Changes made under section 17C of the Acts and Regulations Publication Act 1989
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5
List of amendments incorporated in this reprint (most recent first)
Notes
1 General
This is a reprint of the Energy Companies (Waitomo Energy Services Limited) Vesting Order 1993. The reprint incorporates all the amendments to the order as at 7 May 1993, as specified in the list of amendments at the end of these notes.
Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the reprint are also included, after the principal enactment, in chronological order. For more information, see http://www.pco.parliament.govt.nz/reprints/.
2 Status of reprints
Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.
This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.
3 How reprints are prepared
A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.
4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.
A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.
In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:
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omission of unnecessary referential words (such as
“of this section”
and“of this Act”
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typeface and type size (Times Roman, generally in 11.5 point)
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layout of provisions, including:
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indentation
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position of section headings (eg, the number and heading now appear above the section)
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format of definitions (eg, the defined term now appears in bold type, without quotation marks)
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format of dates (eg, a date formerly expressed as
“the 1st day of January 1999”
is now expressed as“1 January 1999”
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position of the date of assent (it now appears on the front page of each Act)
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punctuation (eg, colons are not used after definitions)
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Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly
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case and appearance of letters and words, including:
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format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)
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small capital letters in section and subsection references are now capital letters
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schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly
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running heads (the information that appears at the top of each page)
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format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).