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TASMANIA
__________
TAMAR VALLEY POWER STATION BILL 2008
__________
CONTENTS
PART 1 PRELIMINARY
1. Short title
2. Commencement
3. Purposes of Act
4. Interpretation
PART 2 PURCHASE OF COMPANY
5. Power to purchase Company
6. Power to operate generation assets
PART 3 SALE OF COMPANY
7. Aurora Energy may sell Company
8. Directions to Board of Aurora Energy
9. Provisions of Electricity Companies Act 1997 do not apply
10. Proceeds of sale
PART 4 GOVERNMENT BUSINESS ENTERPRISES ACT 1995
AMENDED
11. Principal Act
12. Part 2A inserted
PART 2A Notice of Transfer
10A. Notice of transfer
13. Section 15 amended (Delegation)
[Bill 50]-I
14. Schedule 1A inserted
SCHEDULE 1A TRANSFER OF ASSETS, RIGHTS
AND LIABILITIES
PART 5 MISCELLANEOUS
15. Administration of Act
2
TAMAR VALLEY POWER STATION BILL 2008
(Brought in by the Minister for Energy and Resources, the
Honourable David Edward Llewellyn)
A BILL FOR
An Act to provide for the purchase by Aurora Energy of
the Tamar Valley Project and for related purposes
Be it enacted by His Excellency the Governor of Tasmania, by
and with the advice and consent of the Legislative Council and
House of Assembly, in Parliament assembled, as follows:
PART 1 PRELIMINARY
1. Short title
This Act may be cited as the Tamar Valley
Power Station Act 2008.
2. Commencement
This Act commences on the day on which this
Act receives the Royal Assent.
3. Purposes of Act
The purposes of this Act are to
(a) provide for Aurora Energy and any
subsidiary of Aurora Energy to acquire
and take a transfer of shares in the
[Bill 50] 3
Tamar Valley Power Station Act 2008
Act No. of
s. 4 Part 1 Preliminary
Company and assets, rights or liabilities
related to the Tamar Valley Project; and
(b) provide for the future sale of shares in
the Company and assets, rights or
liabilities related to the Tamar Valley
Project; and
(c) amend the Government Business
Enterprises Act 1995 to allow the
transfer of assets and liabilities between
Government businesses.
4. Interpretation
In this Act, unless the contrary intention
appears
"asset" has the same meaning as in section
10A of the Government Business
Enterprises Act 1995;
"Aurora Energy" means Aurora Energy Pty
Ltd (ABN 85 082 464 622);
"Babcock and Brown Power" means
Babcock and Brown Power Limited
(ABN 67 116 665 608);
"Bell Bay Power Station" means the two
existing 120 megawatt gas-fired thermal
generating units with steam turbines
located at Bell Bay;
"Company" means Alinta Energy (Tamar
Valley) Pty Ltd (ABN 29 123 391 613);
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Tamar Valley Power Station Act 2008
Act No. of
Part 1 Preliminary s. 4
"liability" has the same meaning as in section
10A of the Government Business
Enterprises Act 1995;
"members of Aurora Energy" means the
Minister and the Treasurer;
"Minister" means the Minister administering
the Energy Co-ordination and Planning
Act 1995;
"right" has the same meaning as in section
10A of the Government Business
Enterprises Act 1995;
"subsidiary" has the same meaning as in the
Corporations Act;
"Tamar Valley Power Station" means the
power station to be constructed by the
Company, including the planned new 203
megawatt combined cycle gas turbine,
the three existing 35 megawatt open
cycle gas turbines, the planned new 60
megawatt open cycle gas turbine and all
ancillary plant, equipment and facilities;
"Tamar Valley Project" means the Tamar
Valley Power Station, the Bell Bay
Power Station, the land on which the
Tamar Valley Power Station and the Bell
Bay Power Station are located and all
ancillary plant, equipment and facilities.
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Tamar Valley Power Station Act 2008
Act No. of
s. 5 Part 2 Purchase of Company
PART 2 PURCHASE OF COMPANY
5. Power to purchase Company
(1) The members of Aurora Energy may give
written directions to Aurora Energy requiring the
Board of Aurora Energy to do all things
necessary to enable Aurora Energy or a
subsidiary of Aurora Energy to purchase, and
take a transfer from Babcock and Brown Power
and its subsidiaries of, all or any of the
following:
(a) shares in the Company;
(b) assets, rights or liabilities related to the
Tamar Valley Project.
(2) The Board of Aurora Energy must comply with
any direction given under subsection (1).
(3) Any tax, duty, fee or charge under any law of
Tasmania is not payable in respect of the
purchase by Aurora Energy or any subsidiary of
Aurora Energy, or the transfer to Aurora Energy
or any subsidiary of Aurora Energy, of any
shares in the Company or any assets, rights or
liabilities related to the Tamar Valley Project.
6. Power to operate generation assets
Notwithstanding anything in the Electricity
Companies Act 1997, on the purchase by Aurora
Energy or any subsidiary of Aurora Energy, or
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Tamar Valley Power Station Act 2008
Act No. of
Part 2 Purchase of Company s. 6
the transfer to Aurora Energy or any subsidiary
of Aurora Energy, of any shares in the Company
or any assets, rights or liabilities related to the
Tamar Valley Project, Aurora Energy, that
subsidiary and the Company may have as one or
more of their purposes the activity of generation
of electricity using the assets of the Tamar
Valley Project.
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Tamar Valley Power Station Act 2008
Act No. of
s. 7 Part 3 Sale of Company
PART 3 SALE OF COMPANY
7. Aurora Energy may sell Company
Subject to the approval of the members of
Aurora Energy, Aurora Energy and any
subsidiary of Aurora Energy may sell or transfer
its shares in the Company and any assets, rights
or liabilities related to the Tamar Valley Project.
8. Directions to Board of Aurora Energy
(1) The members of Aurora Energy may give
written directions to the Board of Aurora Energy
requiring Aurora Energy to sell or transfer, or to
require a subsidiary of Aurora Energy to sell or
transfer, its shares in the Company or any assets,
rights or liabilities related to the Tamar Valley
Project.
(2) The Board of Aurora Energy must comply with
any direction given under subsection (1).
9. Provisions of Electricity Companies Act 1997 do not
apply
(1) The provisions of the Electricity Companies Act
1997 do not apply in relation to the sale or
transfer by Aurora Energy or any subsidiary of
Aurora Energy of any shares in the Company or
any assets, rights or liabilities related to the
Tamar Valley Project.
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Tamar Valley Power Station Act 2008
Act No. of
Part 3 Sale of Company s. 10
(2) The members of Aurora Energy may by special
resolution alter, add to or omit a provision of the
constitution of Aurora Energy in order to reflect
the purpose referred to in section 6, and that
resolution has immediate effect in accordance
with its terms notwithstanding the provisions of
the Electricity Companies Act 1997.
10. Proceeds of sale
Aurora Energy is to return to the Consolidated
Fund the net proceeds from the sale of any
shares in the Company or any assets, rights or
liabilities related to the Tamar Valley Project.
9
Tamar Valley Power Station Act 2008
Act No. of
s. 11 Part 4 Government Business Enterprises Act 1995 Amended
PART 4 GOVERNMENT BUSINESS ENTERPRISES
ACT 1995 AMENDED
11. Principal Act
In this Part, the Government Business
Enterprises Act 1995* is referred to as the
Principal Act.
12. Part 2A inserted
After section 10 of the Principal Act, the
following Part is inserted:
PART 2A NOTICE OF TRANSFER
10A. Notice of transfer
(1) For the purposes of this section and
Schedule 1A
"asset" includes any, and any part of
any, property, business, operation
and right;
"government business" means a
Government Business Enterprise,
a State-owned company or a
subsidiary of either of them;
"liability" means any liability, duty or
obligation whether actual,
*No. 22 of 1995
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Act No. of
Part 4 Government Business Enterprises Act 1995 Amended s. 12
contingent or prospective,
liquidated or unliquidated;
"notice of transfer" means a notice of
transfer referred to in
subsection (2);
"property" means
(a) any legal or equitable
estate or interest (whether
present or future and
whether vested or
contingent) in real or
personal property; and
(b) money, documents and
securities; and
(c) shares in a subsidiary; and
(d) any other rights;
"right" means any right, power,
privilege or immunity whether
actual, contingent or prospective;
"State-owned company" means a
company established under the
Corporations Act, the members of
which are Ministers of the Crown
and the beneficial ownership of
which rests with the Crown;
"State tax" means any of the
following if imposed by any Act
or law of Tasmania:
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Act No. of
s. 12 Part 4 Government Business Enterprises Act 1995 Amended
(a) a fee, including an
application fee and
registration fee;
(b) a tax, including a duty;
(c) a charge;
"transferee" means the Crown or a
government business to which
any assets, rights or liabilities are
transferred;
"transferor" means the Crown or a
government business from which
any assets, rights or liabilities are
transferred.
(2) The Treasurer may by notice of transfer,
published in the Gazette, transfer any
assets, rights or liabilities of the Crown
or a government business to another
government business or the Crown as
specified in the notice.
(3) A notice of transfer may be made on
such terms and conditions as specified in
the notice.
(4) Schedule 1A applies to the transfer of
assets, rights and liabilities under this
section.
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Tamar Valley Power Station Act 2008
Act No. of
Part 4 Government Business Enterprises Act 1995 Amended s. 13
13. Section 15 amended (Delegation)
Section 15 of the Principal Act is amended as
follows:
(a) by omitting from paragraph (d)
"employee." and substituting
"employee;";
(b) by inserting the following paragraph after
paragraph (d):
(e) a subsidiary.
14. Schedule 1A inserted
After Schedule 1 to the Principal Act, the
following Schedule is inserted:
SCHEDULE 1A TRANSFER OF ASSETS, RIGHTS
AND LIABILITIES
Section 10A
1. Effect of notice of transfer
(1) A notice of transfer takes effect on the
day specified in the notice.
(2) When any assets, rights or liabilities are
transferred, the following provisions
have effect:
(a) the assets of the transferor that
are the subject of the notice of
transfer vest in the transferee by
virtue of this clause and without
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Tamar Valley Power Station Act 2008
Act No. of
s. 14 Part 4 Government Business Enterprises Act 1995 Amended
the need for any further
conveyance, transfer, assignment
or assurance;
(b) the rights or liabilities of the
transferor that are the subject of
the notice of transfer become by
virtue of this clause the rights or
liabilities of the transferee;
(c) any legal or other proceedings
relating to the assets, rights or
liabilities that are the subject of
the notice of transfer, commenced
before the transfer by or against
the transferor or a predecessor of
the transferor and pending
immediately before the transfer,
are taken to be proceedings
pending by or against the
transferee;
(d) any legal or other proceedings
relating to the assets, rights or
liabilities that are the subject of
the notice of transfer, which
could have been commenced
before the transfer by or against
the transferor or a predecessor of
the transferor, may be
commenced by or against the
transferee;
(e) a judgment or order of a court or
other tribunal, obtained before the
transfer by or against the
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Act No. of
Part 4 Government Business Enterprises Act 1995 Amended s. 14
transferor or a predecessor of the
transferor relating to the assets,
rights or liabilities that are the
subject of the notice of transfer,
may be enforced by or against the
transferee;
(f) any document, relating to legal or
other proceedings relating to the
assets, rights or liabilities that are
the subject of the notice of
transfer, that has been served on
or by a transferor or a predecessor
of the transferor before the
transfer is taken, where
appropriate, to have been served
on or by the transferee;
(g) any act, matter or thing done or
omitted to be done in relation to
the assets, rights or liabilities that
are the subject of the notice of
transfer before the transfer by, to
or in respect of the transferor or a
predecessor of the transferor is
(to the extent to which that act,
matter or thing has any force or
effect) taken to have been done or
omitted by, to or in respect of the
transferee;
(h) a reference in any Act, in any
instrument made under any Act,
in any contract, agreement,
arrangement or undertaking, or in
any document of any kind to
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Tamar Valley Power Station Act 2008
Act No. of
s. 14 Part 4 Government Business Enterprises Act 1995 Amended
(i) the transferor; or
(ii) any predecessor of the
transferor
to the extent to which the reference
relates to the assets, rights or liabilities
that are the subject of the notice of
transfer, is taken to be, or include, a
reference to the transferee.
(3) The notice of transfer may specify the
consideration on which a transfer is made
and the values at which the assets, rights
or liabilities are transferred.
(4) No compensation is payable to any
person or body in connection with a
transfer except to the extent (if any) to
which the notice of transfer giving rise to
the transfer so provides.
(5) A notice of transfer is not a statutory rule
for the purposes of the Rules Publication
Act 1953.
(6) State tax is not payable in respect of any
document prepared to give effect to a
notice of transfer.
(7) A person is not entitled to
(a) terminate or modify the operation
or effect of a contract; or
(b) claim that there has been a breach
of or default under a contract; or
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Act No. of
Part 4 Government Business Enterprises Act 1995 Amended s. 14
(c) claim any remedy
by reason only of the transfer of that
contract (or rights or liabilities under that
contract) under a notice of transfer.
(8) A notice of transfer has effect despite any
other law or instrument.
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Tamar Valley Power Station Act 2008
Act No. of
s. 15 Part 5 Miscellaneous
PART 5 MISCELLANEOUS
15. Administration of Act
Until provision is made in relation to this Act by
order under section 4 of the Administrative
Arrangements Act 1990
(a) the administration of this Act is assigned
to the Treasurer; and
(b) the department responsible to the
Treasurer in relation to the administration
of this Act is the Department of Treasury
and Finance.
18 Government Printer, Tasmania