This order may be cited as the Wellington Airport (Vesting) Order 1990.

(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 7(1) of the Act by the Minister of Finance and the Minister of Transport dated 11 October 1990 shall vest in the company on 16 October 1990:

• (a) the land 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) plant, equipment, vehicles, furniture and fittings, and all stocks of consumable items held by the Council or the Crown as at the close of 15 October 1990 for use in relation to the airport, including the vehicles more particularly described in Schedule 2:

• (c) the rights and obligations of the Council or the Crown under all contracts and agreements for the supply of goods and services in relation to the airport, made between the Council or the Crown and any other person, being rights and obligations which arise or are to be performed or discharged on or after 16 October 1990 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:

• (d) the rights and obligations of the Council or the Crown under all leases, licences, concessions, and agreements to grant rights, relating to the airport, made with, or granted to or by, the Council or the Crown, or to which the Council or the Crown is a party, being rights and obligations which arise or are to be performed or discharged on or after 16 October 1990, but not including obligations accrued before that date:

• (e) 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 Council or the Crown as at the close of 15 October 1990, 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 56 550 000 ordinary shares of $1 each.

(2) The equity securities referred to in subclause (1) shall be issued on 16 October 1990 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 30 450 000 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 on 16 October 1992:

• (b) until redemption the debentures shall bear interest, calculated at quarterly intervals commencing on 16 October 1990, at a rate which is 0.75% above the 90 day bank bill buying rate prevailing at the commencement of the relevant quarterly period as determined by reference to the mid settlement rate of Reuters Page BKBM at 10.45 am at the commencement of each quarterly period and interest shall be paid quarterly in arrears to the registered holder of each debenture without deduction:

• (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 $5 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) 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:

  • (iii) the company shall be entitled to borrow any amount from any source for the purpose of redeeming the debentures:

  • (iv) 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 to the whole or any part of the undertaking or assets of the company; or

  • (ii) the company goes into liquidation; or

  • (iii) the company is placed under statutory management; or

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

  • (v) the company commits a breach of any of the terms stated in this clause 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 16 October 1990 and credited as fully paid up.