Energy Companies (Otago Power Limited) Vesting Order 1993

Reprint
as at 30 April 1993

Crest

Energy Companies (Otago Power Limited) Vesting Order 1993

(SR 1993/105)

Catherine A Tizard, Governor-General

Order in Council

At Wellington this 26th day of April 1993

Present:
The Hon Doug Kidd 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 for 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 (Otago Power 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 Otago Electric Power Board

    the company means Otago Power Limited

    consumer means a person who, at the close of 31 March 1993, had an agreement with the Board for the supply, by the Board, of electricity to that person.

    (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

  • 1 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 1 May 1993, all of the shares held by the Board in the company at the close of 30 April 1993 shall, by virtue of section 47(1)(b) of the Act, vest in Robert Adam Burnside and Duncan Leishman Garvan jointly in their capacity as nominees on behalf of all consumers.

5 Equity securities to be issued by company

  • (1) The equity securities that shall be issued by the company consequent upon the vesting in it of the undertaking of the Board shall be—

    • (a) 15 346 800 fully paid up ordinary shares of $1 each issued at a premium of 50 cents on the terms specified in the articles of association of the company; and

    • (b) 7 673 400 fully paid up redeemable preference shares of $1 each on the terms specified in subclause (2).

    (2) The equity securities referred to in subclause (1)(b) shall be issued on the following terms:

    • (a) the equity securities shall be issued at a par value of $1 each:

    • (b) dividends on the equity securities shall be payable at a fixed rate of 7.29% per annum unless there are insufficient profits available for distribution at the date that dividends become payable (in which case no dividend shall be payable):

    • (c) dividends on the equity securities shall be paid each year on 1 April and 1 October:

    • (d) dividends on the equity securities shall be fully imputed to the extent that imputation credits are available:

    • (e) the equity securities shall rank ahead of ordinary shares on a winding up:

    • (f) the holders of the equity securities shall have the right to vote at meetings of shareholders of the company only when the company is in default in the payment of a dividend on the equity securities:

    • (g) subject to paragraph (h), the company may, on giving 7 days' notice to the holders of the equity securities of its intention to do so,—

      • (i) redeem some or all of the equity securities; or

      • (ii) convert some or all of the equity securities to ordinary shares as follows:

        • (A) 2 ordinary shares shall be issued for every 3 of the equity securities converted:

        • (B) the ordinary shares shall confer rights to be paid a dividend in lieu of the right to a rebate provided for in the articles of association of the company:

    • (h) where some of the equity securities are redeemed or converted in the manner set out in paragraph (g), the same proportion of each holder's equity securities shall be redeemed or converted:

    • (i) the equity securities shall be freely transferable:

    • (j) the equity securities shall not confer on their holders any rights to rebates and shall not be counted as qualifying shares that are to be held by consumers in order to be eligible for rebates:

    • (k) except as provided in this subclause, holders of the equity securities shall have the same rights as holders of ordinary shares in the company.

    (3) Subject to subclauses (5)(a) and (6), the equity securities referred to in subclause (1)(a) shall be issued to consumers, with the number of equity securities issued to each consumer determined in accordance with the following formula:

     

    x

    × 15 346 800 = z

    		  
     

    y

    		 

    where:

    x
    is the number of kilowatt hours of electricity supplied by the Board to the consumer during the period commencing on 1 April 1989 and ending with the close of 31 March 1993; and
    y
    is the total number of kilowatt hours of electricity supplied by the Board to all consumers during the period commencing on 1 April 1989 and ending with the close of 31 March 1993; and
    z
    is the number of equity securities to be issued to the consumer.

    (4) Subject to subclause (5), the equity securities referred to in subclause (1)(b) shall be issued to consumers with the number of equity securities issued to each consumer determined in accordance with the following formula:

     

    x

    × 7 673 400 = z

    		  
     

    y

    		 

    where:

    x
    is the number of units of electricity supplied by the Board to the consumer during the period commencing on 1 April 1989 and ending with the close of 31 March 1993; and
    y
    is the total number of units of electricity supplied by the Board to all consumers during the period commencing on 1 April 1989 and ending with the close of 31 March 1993; and
    z
    is the number of equity securities to be issued to the consumer.

    (5) Notwithstanding anything in subclause (3) or subclause (4),—

    • (a) no consumer shall be entitled to be issued with more than 1 000 000 of the equity securities referred to in subclause (1)(a); and

    • (b) no consumer shall be entitled to be issued with more than 500 000 of the equity securities referred to in subclause (1)(b).

    (6) Notwithstanding anything in subclause (3), a minimum parcel of 100 of the equity securities referred to in subclause (1)(a) shall be allocated to each consumer who, on the application of the formula referred to in subclause (3), would receive fewer than 100 such equity securities.

    (7) Where any of the equity securities referred to in subclause (1)(a) are not initially allocated to consumers in accordance with subclauses (3), (5), and (6), those equity securities shall be issued to each consumer (other than a consumer who, except for the restriction set out in subclause (5)(a), would have been allocated more than 1 000 000 of those equity securities), with the number of equity securities issued to each consumer determined in accordance with the following formula:

     

    x

    × a = z

    		  
     

    y

    		 

    where:

    a
    is the number of equity securities that, by reason of the restriction set out in subclause (5)(a), are unable to be issued to consumers; and
    x
    is the number of kilowatt hours of electricity supplied by the Board to the consumer during the period commencing on 1 April 1989 and ending with the close of 31 March 1993; and
    y
    is the total number of kilowatt hours of electricity supplied by the Board to all consumers during the period commencing on 1 April 1989 and ending with the close of 31 March 1993 to consumers who are to be allocated equity securities in accordance with this subclause; and
    z
    is the number of equity securities to be issued to the consumer.

    (8) Where any of the equity securities referred to in subclause (1)(b) are not initially allocated to consumers in accordance with subclauses (4) and (5), those equity securities shall be issued to each consumer (other than a consumer who, except for the restriction set out in subclause (5)(b), would have been allocated more than 500 000 of those equity securities), with the number of equity securities issued to each consumer determined in accordance with the following formula:

     

    x

    × a = z

    		  
     

    y

    		 

    where:

    a
    is the number of equity securities that, by reason of the restriction set out in subclause (5)(b), are unable to be issued to consumers; and
    x
    is the number of kilowatt hours of electricity supplied by the Board to the consumer during the period commencing on 1 April 1989 and ending with the close of 31 March 1993; and
    y
    is the total number of kilowatt hours of electricity supplied by the Board to all consumers during the period commencing on 1 April 1989 and ending with the close of 31 March 1993 to consumers who are to be allocated equity securities in accordance with this subclause; and
    z
    is the number of equity securities to be issued to the consumer.

    (9) The equity securities referred to in subclause (1) shall be issued on 1 June 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 1 May 1993 as the date on which the energy undertaking of the Otago Electric Power Board shall vest in its successor company, Otago Power 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 equity 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 equity securities shall be issued.

Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 29 April 1993.

Contents

  • 1General

  • 2Status of reprints

  • 3How reprints are prepared

  • 4Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • 5List of amendments incorporated in this reprint (most recent first)

Notes
1 General

  • This is a reprint of the Energy Companies (Otago Power Limited) Vesting Order 1993. The reprint incorporates all the amendments to the order as at 30 April 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:

    • •omission of unnecessary referential words (such as “of this section” and “of this Act”)

    • •typeface and type size (Times Roman, generally in 11.5 point)

    • •layout of provisions, including:

      • •indentation

      • •position of section headings (eg, the number and heading now appear above the section)

    • •format of definitions (eg, the defined term now appears in bold type, without quotation marks)

    • •format of dates (eg, a date formerly expressed as “the 1st day of January 1999” is now expressed as “1 January 1999”)

    • •position of the date of assent (it now appears on the front page of each Act)

    • •punctuation (eg, colons are not used after definitions)

    • •Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly

    • •case and appearance of letters and words, including:

      • •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)

      • •small capital letters in section and subsection references are now capital letters

    • •schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly

    • •running heads (the information that appears at the top of each page)

    • •format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)