• Preamble

  WHEREAS

  • A. AE Thorpe Limited (hereinafter referred to as the Company) is a company formed and registered under the Companies Act 1955 as a company limited by shares:

  • B. The Company is a private company within the meaning of section 2(1) of the Companies Act 1955:

  • C. The Company was incorporated in Auckland on the 3rd day of September 1956 and has a nominal capital of $100,000 divided into 50,000 shares of $2 each:

  • D. The registered office of the Company is at Europa House, 109-117 Featherston Street, Wellington, New Zealand:

  • E. The Company is a wholly-owned subsidiary of Oakbridge Limited, a company incorporated under the laws of the State of New South Wales having its registered office at Level 9, 100 Christie Street, St Leonards, New South Wales:

  • F. Before becoming a subsidiary of Oakbridge Limited the Company was a wholly-owned subsidiary of Elders Resources NZFP Limited, a company incorporated under The New Zealand Companies Act 1933:

  • G. The Company owns or controls all the shares in the capital of The Newcastle Wallsend Coal Company Pty Limited and of Saxonvale Coal Pty Limited, both of which are companies incorporated under the laws of the State of New South Wales:

  • H. Having regard to the fact that the only function of the Company is to be the holding company, within the meaning of section 158 of The Companies Act 1955, of companies that are incorporated in Australia, that the Company owns no assets of substance in New Zealand, and that the Company is itself a wholly-owned subsidiary of a company incorporated in Australia, it is considered expedient and advantageous for the Company to be incorporated under any laws of the Commonwealth of Australia or of a State or Territory of the Commonwealth of Australia that permit its incorporation instead of under The Companies Act 1955:

  • I. No procedure exists for a company that is incorporated under The Companies Act 1955 to become incorporated under the laws of another country or the State or Territory of another country:

  • J. The winding-up and dissolution of the Company and the transfer or sale of its assets to a company incorporated under the laws of the Commonwealth of Australia or of a State or Territory of the Commonwealth of Australia would result in the Company losing its corporate identity, disturb the financial structure of the Company and that of the group of companies of which it is a member, and would involve significant expense:

  • K. It is desirable that the Company be enabled to become a company incorporated under any laws of the Commonwealth of Australia or of a State or Territory of the Commonwealth of Australia that permit its incorporation without the loss of its corporate identity and disturbance to its financial structure and that of the group of companies of which it is a member:

  • L. The objects of this Act cannot be attained without the authority of Parliament:

BE IT THEREFORE ENACTED by the Parliament of New Zealand as follows: