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This is a Bill, not an Act. For current law, see the Acts databases.
Western Australia Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Contents Part 1 -- Preliminary 1. Short title 2 2. Commencement 2 3. Terms used 2 4. Objects of this Act 9 5. Crown bound 10 6. Extraterritorial operation 11 Part 2 -- Authority and Fund Division 1 -- WA Bell Companies Administrator Authority 7. Authority established 12 8. Administrator appointed 12 9. Functions of the Authority 13 10. Powers of the Authority 13 11. Use of government staff 14 12. Delegation 14 13. Execution of documents by the Authority 15 14. Annual and final reports 15 15. Special reports 16 Division 2 -- The WA Bell Companies Administrator Authority Fund 16. Establishment of Fund 16 17. Investment of Fund 17 18. Administration expenses 17 19. Accounting for losses 18 134--3 page i Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Contents Division 3 -- Assumptions 20. Assumptions entitled to be made 18 21. Assumptions 19 Part 3 -- WA Bell Companies Division 1 -- Transfer of property 22. Transfer of property 20 23. Notice to property holder 22 24. Steps to be taken to perfect transfer 23 Division 2 -- Treatment of liabilities 25. Treatment of liabilities 23 Division 3 -- Voiding of Agreements 26. Certain agreements voided 24 Division 3A -- Administration of WA Bell Companies 26A. Authority to administer WA Bell Companies 25 26B. Role of Authority as administrator of WA Bell Companies 25 26C. Powers of other officers 26 Division 4 -- Dissolution of WA Bell Companies 27. Dissolution of companies 26 Division 5 -- Miscellaneous 28. Registration of documents to show effect of this Part 27 Part 4 -- Completion of winding up of WA Bell Companies Division 1A -- Application of this Part 28A. Application of this Part in relation to certain interests 29 Division 1 -- Information gathering 29. Requirements on liquidator 30 30. Call for proof of liabilities 32 Division 2 -- Reports and recommendations by the Authority 31. Role of the Authority 33 32. Authority must seek submissions from affected creditors 33 page ii Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Contents 33. Determination of property and liabilities 34 34. Reports to the Minister on property and liabilities 34 35. Recommendations with respect to liabilities 35 36. Recommendations with respect to funding or indemnities 37 Division 3 -- Determinations of the Governor 36A. Governor may determine amounts and property: interim determinations 39 37. Governor may determine amounts and property: final determination 40 37A. Determinations: general provisions 40 Division 4 -- Giving effect to Governor's determination 38. Authority to make payments or transfer property 41 Division 5 -- Release of Liquidator 39. Release of liquidator 43 Part 5 -- Winding up of the Authority and Fund 40. Closure of the Fund 44 41. Abolition of Authority 44 42. Vesting of property in the State 45 43. Reports on Authority's functions 45 Part 6 -- Application of Corporations Act 44. Terms used 47 45. WA Bell Companies excluded from Corporations legislation 47 46. Displacement of certain provisions of Corporations legislation 48 47. Applying the Corporations legislation to WA Bell Companies 48 Part 7 -- Offences 48. Scheme to avoid operation of Act or achievement of its objects 50 49. Certain deregistered companies not to be reinstated by certain persons 51 page iii Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Contents 50. Dealings with property 51 51. Obstruction or hindrance of the Authority 52 52. Failure to comply with requirements 52 53. False information 53 54. Confidentiality of information 53 55. Liability of officers of body corporate for offence by body corporate 54 56. Further provisions relating to liability of officers of body corporate 54 57. Conduct on behalf of bodies corporate and principals 55 58. Continuing offences: daily penalties 56 59. Bringing prosecutions 56 60. Injunctions to ensure compliance with this Act 57 Part 8 -- Miscellaneous 61. Privilege 59 62. Effect of things done under Act 59 63. Protection of the Minister, the Authority and others 61 64. Protection of ICWA and others connected with it 61 65. Protection for compliance with the Act 62 66. Act not to give rise to liability against the State, Authority or Administrator 63 67. Stay of proceedings 63 68. No appeal or review 64 69. Conduct of inquiry 65 70. Judicial notice 65 71. Freedom of Information Act 1992 65 72. Power to obtain opinion 65 73. Constructive notice of contents of document 66 74. Translation of documents 66 75. Service of documents 66 76. Approved forms 66 77. Regulations 66 78. Expiry of Act 67 page iv Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Contents Schedule 1 -- The WA Bell Companies Schedule 2 -- The Bell litigation Defined terms page v Western Australia LEGISLATIVE ASSEMBLY (As amended in Committee) Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 A Bill for An Act to provide a legislative framework for the dissolution, and administration of the property, of The Bell Group Ltd ACN 008 666 993 (In Liquidation) and certain of its subsidiaries and for related purposes. The Parliament of Western Australia enacts as follows: page 1 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 1 Preliminary s. 1 1 Part 1 -- Preliminary 2 1. Short title 3 This is the Bell Group Companies (Finalisation of Matters and 4 Distribution of Proceeds) Act 2015. 5 2. Commencement 6 (1) This Act comes into operation as follows -- 7 (a) Part 1 -- on the day on which this Act receives the 8 Royal Assent (assent day); 9 (b) section 41 -- on the day that is 14 days after the day on 10 which the Fund is closed by section 40; 11 (c) sections 48 to 50 -- as set out in subsection (2); 12 (d) the rest of the Act -- on the day after assent day. 13 (2) Sections 48 to 50 are deemed to have come into operation at 14 12 noon on the day before the day on which the Bill for this Act 15 was introduced into the Legislative Assembly. 16 3. Terms used 17 (1) In this Act, unless the contrary intention appears -- 18 ADI means an authorised deposit-taking institution as defined in 19 the Banking Act 1959 (Commonwealth) section 5(1); 20 Administrator means the person holding the office of 21 Administrator of the WA Bell Companies established by 22 section 8; 23 agreement means an agreement, arrangement or 24 understanding -- 25 (a) whether formal or informal or partly formal and partly 26 informal; and 27 (b) whether written or oral or partly written and partly oral; 28 and page 2 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Preliminary Part 1 s. 3 1 (c) whether or not having legal or equitable force; and 2 (d) whether or not based on legal or equitable rights; 3 ASIC means the Australian Securities and Investments 4 Commission; 5 Authority means the WA Bell Companies Administrator 6 Authority established by section 7; 7 Bell Group Subsidiary Indemnity Agreements means -- 8 (a) the Group A Companies Indemnity Agreement dated 9 4 July 1997 between Antony Leslie John Woodings as 10 liquidator of BGF, BGF, the Commonwealth, LDTC 11 (BGF), BGNV and ICWA; and 12 (b) the Deed of Indemnity dated 4 July 1997 between 13 Antony Leslie John Woodings, BGF, the Group A 14 Companies (as described in the Deed) and Antony 15 Leslie John Woodings as liquidator of each of the 16 Group A Companies; and 17 (c) the Group B Companies Indemnity Agreement dated 18 4 July 1997 between Geoffrey Frank Totterdell as 19 liquidator of TBGL, TBGL, the Commonwealth, LDTC 20 (TBGL), LDTC (BGF), BGNV and ICWA; and 21 (d) the Deed of Indemnity dated 4 July 1997 between 22 Geoffrey Frank Totterdell, TBGL, the Group B 23 Companies (as described in the Deed) and Geoffrey 24 Frank Totterdell as liquidator of each of the Group B 25 Companies; 26 Bell litigation means the litigation listed in Schedule 2; 27 BGF means Bell Group Finance Pty Ltd ACN 009 165 182 28 (In Liquidation); 29 BGF AFI means the Agreement for Indemnification dated 30 7 April 1995 between Antony Leslie John Woodings as 31 liquidator of BGF, the Commonwealth, LDTC (BGF), BGNV 32 and ICWA, as amended by agreements dated 5 March 1996, 33 4 July 1997, 1 October 1999 and 22 May 2012; page 3 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 1 Preliminary s. 3 1 BGF Trust Deed means the Trust Deed dated 25 July 1998 2 between BGF, TBGL, LDTC and Drayton Capital Pty Limited 3 ACN 009 238 377, as amended by an undated supplemental 4 deed between BGF, TBGL and LDTC; 5 BGNV means Bell Group NV ARBN 073 576 502 6 (In Liquidation); 7 BGNV Indemnity means the agreement made by 8 correspondence between ICWA and Garry Trevor as Australian 9 liquidator of BGNV in or about July 2001, under which ICWA 10 agreed to indemnify and advance funds to BGNV or Garry 11 Trevor as Australian liquidator of BGNV, to enable him to 12 defend claims made against BGNV in Supreme Court of 13 Western Australia proceeding CIV 2061 of 1996; 14 BGNV Trust Deeds means -- 15 (a) the Trust Deed dated 20 December 1985 between 16 BGNV, TBGL and LDTC, as amended by the 17 Supplemental Trust Deed dated 6 February 1986; and 18 (b) the Trust Deed dated 7 May 1987 between BGNV, 19 TBGL and LDTC, as amended by the First 20 Supplemental Trust Deed dated 5 December 1999; and 21 (c) the Trust Deed dated 14 July 1987 between BGNV, 22 TBGL and LDTC; 23 BGUK Liquidator's Indemnity Agreements means -- 24 (a) the Deed of Indemnity dated 1996 between BGF, 25 Antony Leslie John Woodings and Jacqueline Barbara 26 Stephenson; and 27 (b) the Indemnity Agreement dated 31 May 1996 between 28 Antony Leslie John Woodings as liquidator of BGF, 29 BGF, the Commonwealth, LDTC (BGF), BGNV and 30 ICWA; 31 body corporate includes a WA Bell Company; 32 books has the meaning given in the Corporations Act section 9; 33 company means a company registered under the Corporations 34 Act; page 4 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Preliminary Part 1 s. 3 1 corporation has the meaning given in the Corporations Act 2 section 57A; 3 Corporations Act means the Corporations Act 2001 4 (Commonwealth); 5 Court means the Supreme Court; 6 creditor, in relation to a WA Bell Company, means a person in 7 relation to whom, immediately before the transfer day, the 8 WA Bell Company had a liability and includes a beneficiary of 9 any trust of, or with respect to, a liability; 10 daily newspaper has the meaning given in the Corporations Act 11 section 9; 12 financial records has the meaning given in the Corporations 13 Act section 9; 14 director, of a company, means a person who is a director of the 15 company under paragraph (a) of the definition of director in the 16 Corporations Act section 9; 17 Fund means the WA Bell Companies Administrator Authority 18 Fund established by section 16; 19 Gentra Indemnity means the agreement made by 20 correspondence between ICWA and Antony Leslie John 21 Woodings as liquidator of TBGL and BGF in or about 22 July 2012, in respect of claims, liability and obligations incurred 23 by Antony Leslie John Woodings as liquidator of TBGL and 24 BGF under the Deed of Indemnity and Funding Agreement 25 between Antony Leslie John Woodings as liquidator of TBGL 26 and BGF, and William Antony Batty as receiver of Gentra 27 Limited (formerly Royal Trust Bank); 28 ICWA means the body continued by the Insurance Commission 29 of Western Australia Act 1986 section 4 under the corporate 30 name "Insurance Commission of Western Australia"; 31 Indemnity and Distribution Agreement means the Indemnity 32 and Distribution Agreement dated 29 September 1999 between 33 the Commonwealth and ICWA; 34 LDTC means The Law Debenture Trust Corporation plc; page 5 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 1 Preliminary s. 3 1 LDTC (BGF) means LDTC in its capacity as trustee under the 2 BGF Trust Deed; 3 LDTC (TBGL) means LDTC in its capacity as trustee under the 4 TBGL Trust Deed; 5 liability, of a person, means any debt, expense, duty, obligation 6 or other liability of, or claim against, the person -- 7 (a) whether actual, contingent, prospective, liquidated or 8 unliquidated; or 9 (b) whether owed alone or owed jointly or jointly and 10 severally with any other person; 11 liquidator means a liquidator of a WA Bell Company and 12 includes a provisional liquidator of a WA Bell Company 13 immediately before -- 14 (a) for a WA Bell Company that was registered 15 immediately before the transfer day -- the transfer day; 16 and 17 (b) for a reinstated WA Bell Company -- the day on which 18 the company was deregistered; 19 Liquidators' Indemnity Agreement means the Liquidators' 20 Indemnity Agreement dated 7 October 1999 between Geoffrey 21 Frank Totterdell as liquidator of TBGL and Antony Leslie John 22 Woodings as liquidator of BGF; 23 Main Proceeding Indemnity Agreements means -- 24 (a) the LDTC Deed of Indemnity dated 2 June 2000 25 between ICWA, LDTC, Antony Leslie John Woodings 26 as liquidator of TBGL and BGF, and Geoffrey Frank 27 Totterdell as liquidator of TBGL; and 28 (b) the Deed of Indemnity dated 11 July 2011 between 29 ICWA, LDTC and Antony Leslie John Woodings as 30 liquidator of TBGL and BGF, as amended by an 31 Amendment Deed dated June 2013 between ICWA, 32 LDTC and Antony Leslie John Woodings as liquidator 33 of TBGL and BGF; page 6 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Preliminary Part 1 s. 3 1 officer, of a body corporate, has the meaning given in the 2 Corporations Act section 9 and includes any person who has at 3 any time been an officer of the body corporate; 4 property means property of any kind (including any chose in 5 action or goodwill and any right, interest or claim) whether -- 6 (a) tangible, intangible, real or personal; or 7 (b) arising from, accruing under, created or evidenced by, or 8 the subject of, an instrument or otherwise; or 9 (c) actual, contingent, prospective, liquidated or 10 unliquidated; 11 PTICA means the Agreement for Indemnification and Post 12 Termination Inter-Creditor Agreement dated 13 23 September 1999 between the Commonwealth, ICWA, Garry 14 Trevor as Australian liquidator of BGNV and BGNV, as 15 amended by an agreement dated 26 June 2000; 16 records includes books, financial records, financial statements, 17 minutes, registers, deeds, writings, documents and other sources 18 of information compiled, recorded or stored in written form or 19 on microfilm, or by electronic process, or in any other manner 20 or by any other means; 21 reinstated WA Bell Company means a WA Bell Company that 22 was not registered immediately before the transfer day but 23 which had its registration reinstated on or after the transfer day; 24 related body corporate, in relation to a body corporate, has the 25 meaning given in the Corporations Act section 9; 26 right means any right, power, privilege or immunity whether 27 actual, contingent or prospective; 28 subsidiary, in relation to a body corporate, has the meaning 29 given in the Corporations Act section 9; 30 TBGL means The Bell Group Ltd ACN 008 666 993 (In 31 Liquidation); 32 TBGL AFI means the Agreement for Indemnification dated 33 6 April 1995 between Geoffrey Frank Totterdell as liquidator of 34 TBGL, the Commonwealth, LDTC (TBGL), LDTC (BGF), page 7 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 1 Preliminary s. 3 1 BGNV and ICWA, as amended by agreements dated 2 16 February 1996, 4 July 1997, 1 October 1999 and 3 22 May 2012; 4 TBGL Inter-Creditor Agreement means the 5 TBGL Inter-Creditor Agreement dated 21 March 1995 between 6 the Commonwealth, ICWA, LDTC and BGNV; 7 TBGL Trust Deed means the Trust Deed dated 25 July 1998 8 between TBGL, LDTC and Drayton Capital Pty Limited 9 ACN 009 238 377, as amended by an undated supplemental 10 deed between TBGL and LDTC; 11 transfer day means the day on which Part 3 comes into 12 operation; 13 Trust Deed Indemnity Agreements means -- 14 (a) the Deed of Indemnity in relation to Amendment of 15 Trust Deeds for TBGL and BGF Bonds dated 16 14 December 1998 between Geoffrey Frank Totterdell 17 as liquidator of TBGL, LDTC (TBGL), LDTC (BGF) 18 and ICWA; and 19 (b) the Deed of Indemnity in relation to Amendment of 20 Trust Deeds for TBGL and BGF Bonds dated 21 14 December 1998 between Antony Leslie John 22 Woodings as liquidator of BGF, LDTC (TBGL), LDTC 23 (BGF) and ICWA; 24 WA Bell Company means a corporation that existed at any time 25 before the transfer day (including a corporation that was 26 dissolved or deregistered before that day) and that is listed in 27 Schedule 1; 28 Western Interstate means Western Interstate Pty Ltd 29 ACN 000 224 395 (In Provisional Liquidation); 30 Western Interstate Assignment Agreement means the 31 Agreement dated 13 March 1996 between Geoffrey Frank 32 Totterdell as liquidator of Bell Bros. Pty Ltd ACN 008 672 375 33 (In Liquidation), Wanstead Pty Ltd ACN 008 775 120 (In 34 Liquidation) and Wigmores Tractors Pty Ltd ACN 008 679 221, page 8 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Preliminary Part 1 s. 4 1 Antony Leslie John Woodings as provisional liquidator of 2 Western Interstate and as liquidator of BGF, the 3 Commonwealth, LDTC (BGF), BGNV and ICWA, as amended 4 by an agreement dated 4 July 1997; 5 Western Interstate Indemnity Agreement means the Agreement 6 dated 6 March 1996 between the Commonwealth, LDTC 7 (BGF), BGNV, ICWA and Antony Leslie John Woodings as 8 provisional liquidator of Western Interstate; 9 Western Interstate Inter-Creditor Agreement means the 10 Agreement dated 6 February 1996 made between the 11 Commonwealth, ICWA, LDTC and BGNV. 12 (2) A reference in this Act to a WA Bell Company includes a 13 reference to a body that was a WA Bell Company immediately 14 before the dissolution of that company under section 29. 15 (3) A reference in this Act to a liquidator of a WA Bell Company 16 is, unless the contrary intention appears, a reference to a person 17 who was a liquidator of a WA Bell Company immediately 18 before the dissolution of that company under section 27. 19 (4) A reference in this Act to -- 20 (a) the deregistration of a company is a reference to the 21 deregistration of the company under the Corporations 22 Act or the Corporations Law (as in force before 15 July 23 2001); and 24 (b) the reinstatement of the registration of a company is a 25 reference to the reinstatement of the registration of the 26 company under the Corporations Act. 27 4. Objects of this Act 28 The objects of this Act are -- 29 (a) to provide a mechanism, that avoids litigation, for the 30 distribution of funds (the Bell litigation funds) received 31 by the liquidator of TBGL and certain of its subsidiaries 32 (the Bell group of companies) as a consequence of the 33 Bell litigation and the settlement of it in 2013; page 9 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 1 Preliminary s. 5 1 (b) to provide a form of external administration of WA Bell 2 Companies and require that it be carried out only in 3 accordance with the provisions of this Act; 4 (c) to provide appropriate compensation to the creditors 5 who funded the Bell litigation taking into account the 6 funding provided and the associated risks assumed by 7 them; 8 (d) to reflect the circumstance that without the funding 9 mentioned in paragraph (c), the Bell litigation funds 10 would not exist and the creditors of the Bell group of 11 companies would have received no (or only nominal) 12 dividends in the liquidation of those companies; 13 (e) to make reasonable provision for the distribution of the 14 property of the WA Bell Companies having regard to 15 the uncertainties existing as to the nature and extent of 16 that property; 17 (f) to make reasonable provision for the satisfaction of 18 liabilities owed to creditors having regard to the 19 uncertainties existing as to the nature and extent of those 20 liabilities; 21 (g) to distribute the Bell litigation funds generally in 22 accordance with the commercial substance of the 23 agreements between the liquidator and the creditors who 24 funded the Bell litigation, as made before the enactment 25 of this Act; 26 (h) to avoid further litigation that will waste the resources of 27 the State and other persons and consume the Bell 28 litigation funds. 29 5. Crown bound 30 (1) This Act binds the Crown in right of the State and, so far as the 31 legislative power of the State permits, in all its other capacities. 32 (2) Nothing in this Act makes the Crown in any capacity liable to 33 be prosecuted for an offence. page 10 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Preliminary Part 1 s. 6 1 6. Extraterritorial operation 2 It is the intention of the Parliament that this Act should, so far as 3 possible, operate to the full extent of the extraterritorial 4 legislative power of the State. page 11 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 2 Authority and Fund Division 1 WA Bell Companies Administrator Authority s. 7 1 Part 2 -- Authority and Fund 2 Division 1 -- WA Bell Companies Administrator Authority 3 7. Authority established 4 (1) The WA Bell Companies Administrator Authority is 5 established. 6 (2) The Authority is a body corporate with perpetual succession. 7 (3) The Authority has, both within and outside the State, the legal 8 capacity of an individual. 9 (4) The Authority has an official seal and may sue and be sued in its 10 corporate name. 11 (5) The Authority is to be governed by the Administrator. 12 (6) The Authority has the status, immunities and privileges of the 13 State. 14 (7) The Authority is not an organisation for the purposes of the 15 Public Sector Management Act 1994. 16 8. Administrator appointed 17 (1) An office called the Administrator of the WA Bell Companies is 18 established. 19 (2) The office is not an office in the Public Service. 20 (3) The office is not an organisation for the purposes of the Public 21 Sector Management Act 1994. 22 (4) The Minister may appoint a person to the office. 23 (5) Subject to this Act, the Administrator holds office for the term 24 specified in the instrument of appointment and is eligible for 25 reappointment. page 12 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Authority and Fund Part 2 WA Bell Companies Administrator Authority Division 1 s. 9 1 (6) The Minister may determine the remuneration that the 2 Administrator is entitled to receive and the other terms and 3 conditions of appointment that apply to the Administrator. 4 (7) The Administrator may resign from office by notice in writing 5 given to the Minister. 6 9. Functions of the Authority 7 (1) The functions of the Authority are -- 8 (a) to collect, and realise or otherwise deal with, the 9 property of the WA Bell Companies in accordance with 10 the objects of this Act; and 11 (aa) to administer each WA Bell Company until it is 12 dissolved; and 13 (b) to administer, invest and manage the Fund; and 14 (c) to perform any other functions that are conferred on it 15 by this Act. 16 (2) The Authority may perform any of its functions in the State or 17 elsewhere. 18 10. Powers of the Authority 19 (1) The Authority may do all things necessary to perform its 20 functions. 21 (2) Without limiting subsection (1), the Authority may, both within 22 and outside the State -- 23 (a) acquire, hold, manage or dispose of real or personal 24 property; 25 (b) enter into a contract or other arrangement; 26 (c) employ, or engage under a contract for services, any 27 persons that are necessary to assist it to perform its 28 functions; 29 (d) exercise any power that a liquidator of a company can 30 exercise under the Corporations Act section 477; page 13 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 2 Authority and Fund Division 1 WA Bell Companies Administrator Authority s. 11 1 (da) seek the reinstatement of the registration of a WA Bell 2 Company; 3 (db) indemnify a liquidator of a WA Bell Company against 4 costs or liability in relation to the performance of a 5 function as liquidator of the company, on the terms and 6 conditions determined by the Authority; 7 (e) exercise any other power conferred on the Authority by 8 or under the law of the State or the law of a place other 9 than the State. 10 (3) Nothing in this section limits any other power of the Authority 11 under this Act or any other written law. 12 11. Use of government staff 13 (1) The Authority may, by arrangement with the relevant employer, 14 make use (either on a full-time or part-time basis) of the 15 services of any officer or employee -- 16 (a) in the Public Service; or 17 (b) in a State agency or instrumentality; or 18 (c) otherwise in the service of the State. 19 (2) The Authority may, by arrangement, make use of the facilities 20 of -- 21 (a) a department of the Public Service; or 22 (b) a State agency or instrumentality. 23 (3) An arrangement under subsection (1) or (2) is to be made on 24 terms agreed to by the parties. 25 12. Delegation 26 (1) The Authority may, by instrument in writing, delegate to any 27 person any of the powers or duties of the Authority under this 28 Act or any other written law, other than this power of 29 delegation. page 14 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Authority and Fund Part 2 WA Bell Companies Administrator Authority Division 1 s. 13 1 (2) A person exercising a power or performing a duty that has been 2 delegated to the person under this section is taken to do so in 3 accordance with the terms of the delegation, unless the contrary 4 is shown. 5 (3) Nothing in this section limits the ability of the Authority to 6 perform a function through an employee or agent. 7 13. Execution of documents by the Authority 8 (1) A document is duly executed by the Authority if -- 9 (a) the official seal of the Authority is affixed to it in the 10 presence of the Administrator and the Administrator 11 signs the document to attest that it was so affixed; or 12 (b) it is signed on behalf of the Authority by -- 13 (i) the Administrator; or 14 (ii) a person authorised by the Authority to sign the 15 document on its behalf. 16 (2) The Authority may, by writing under its seal, authorise an 17 employee of the Authority or other person to sign documents on 18 its behalf, either generally or subject to any restrictions that are 19 specified in the authorisation. 20 (3) A document purporting to be executed in accordance with this 21 section must be presumed to be duly executed, unless the 22 contrary is shown. 23 (4) If a document is produced bearing a seal purporting to be the 24 official seal of the Authority, it must be presumed that the seal 25 is the official seal of the Authority, unless the contrary is shown. 26 14. Annual and final reports 27 (1) The Financial Management Act 2006 Part 5 applies in relation 28 to the Authority as if it were an agency and the Administrator 29 were its accountable authority. page 15 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 2 Authority and Fund Division 2 The WA Bell Companies Administrator Authority Fund s. 15 1 (2) However, that Part does not apply so as to require reporting on 2 key performance indicators. 3 15. Special reports 4 (1) The Minister may, by order in writing, require the Administrator 5 to prepare a report for the Minister that contains -- 6 (a) a report on the operations of the Authority over the 7 period specified in the order; and 8 (b) financial statements for the period specified in the order, 9 prepared in accordance with the Financial Management 10 Act 2006 section 62; and 11 (c) any other information required by the Minister in the 12 order. 13 (2) The Minister may, in the order, require that the report be 14 submitted to the Auditor General for audit. 15 (3) The Administrator must submit the report to the Minister within 16 90 days after the day on which the order is made, or any 17 extension of that period granted by the Minister. 18 (4) If the order required that the report be submitted to the Auditor 19 General, the Administrator must submit, with the report, a copy 20 of the opinion of the Auditor General prepared and signed under 21 the Auditor General Act 2006 section 15. 22 Division 2 -- The WA Bell Companies Administrator 23 Authority Fund 24 16. Establishment of Fund 25 (1) The WA Bell Companies Administrator Authority Fund is 26 established. 27 (2) The Fund is to be administered by the Authority. 28 (3) The following must be credited to the Fund -- 29 (a) all money transferred to the Authority under Part 3 or 30 realised out of other property transferred to, or vested in, 31 the Authority under that Part; page 16 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Authority and Fund Part 2 The WA Bell Companies Administrator Authority Fund Division 2 s. 17 1 (b) money received from the investment of the Fund; 2 (c) any advances made to the Authority under the Financial 3 Management Act 2006 section 28. 4 (4) The following are to be paid out of the Fund -- 5 (a) amounts recoverable from the Authority as a 6 consequence of an advance referred to in 7 subsection (3)(c); 8 (b) expenses payable out of it under section 18; 9 (c) amounts payable out of it under section 38. 10 (5) All money credited to the Fund must be paid into an account 11 established at a bank as defined in the Financial Management 12 Act 2006 section 3. 13 17. Investment of Fund 14 The Authority may invest any money standing to the credit of 15 the Fund in the same manner as money in the Public Bank 16 Account may be invested under the Financial Management 17 Act 2006 section 37. 18 18. Administration expenses 19 (1) The following expenses, as determined by the Authority, are 20 payable out of the Fund -- 21 (a) expenses of, and incidental to, the administration of this 22 Act by the Authority; 23 (aa) expenses of, and incidental to, the administration of a 24 WA Bell Company by the Authority; 25 (ab) any amount payable under an indemnity under 26 section 10(2)(db); 27 (b) any remuneration or expenses payable to, or in respect 28 of, the Administrator; 29 (c) expenses reasonably incurred by a liquidator of a 30 WA Bell Company in complying with an obligation 31 under this Act. page 17 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 2 Authority and Fund Division 3 Assumptions s. 19 1 (2) Expenses payable under this section are to be paid out of the 2 Fund before the payment of amounts specified in the 3 determination of the Governor under section 37(2). 4 19. Accounting for losses 5 (1) If the Fund incurs any loss because of any fraud, dishonesty, 6 negligence or wilful failure to comply with this Act by the 7 Administrator, the Administrator is liable for the loss. 8 (2) The Administrator is not liable for any loss incurred by the Fund 9 that is not a loss covered by subsection (1) but he or she must 10 provide details of the loss in a written report to the Minister as 11 soon as practicable after becoming aware of it. 12 (3) A failure to comply with subsection (2) does not make the 13 Administrator liable for the loss. 14 (4) Only the Minister may bring a proceeding in relation to a 15 liability for a loss covered by subsection (1). 16 Division 3 -- Assumptions 17 20. Assumptions entitled to be made 18 (1) A person is entitled to make the assumptions in section 21 in 19 relation to -- 20 (a) dealings with the Authority; or 21 (b) dealings with a person who has, or purports to have, 22 directly or indirectly acquired title to property from the 23 Authority. 24 (2) If a person is entitled to assume a matter, the Authority or 25 anyone referred to in subsection (1)(b) is not entitled to assert in 26 proceedings in relation to the dealings that the matter is 27 incorrect. page 18 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Authority and Fund Part 2 Assumptions Division 3 s. 21 1 (3) This section does not entitle a person to make an assumption, 2 and does not prevent an assertion being made in relation to an 3 assumption, if -- 4 (a) the person has actual knowledge that the assumption is 5 not correct; or 6 (b) the person's connection or relationship with the 7 Authority is such that the person ought to know that the 8 assumption is not correct. 9 21. Assumptions 10 (1) A person may assume that, at all relevant times, this Act has 11 been complied with. 12 (2) A person may assume that anyone who appears, from 13 information made publicly available by the Authority, to be an 14 employee, agent or delegate of the Authority has been properly 15 appointed. 16 (3) A person may assume that anyone who is, or may be assumed to 17 be, an employee or agent of the Authority who has authority to 18 issue a document, or a certified copy of a document, on behalf 19 of the Authority also has authority to warrant that it is genuine 20 or is a true copy. 21 (4) A person may assume that the Administrator and any employee, 22 agent or delegate of the Authority properly performs their duties 23 to the Authority. page 19 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 3 WA Bell Companies Division 1 Transfer of property s. 22 1 Part 3 -- WA Bell Companies 2 Division 1 -- Transfer of property 3 22. Transfer of property 4 (1) At the beginning of the transfer day the following are 5 transferred to, and vested in, the Authority by force of this 6 section -- 7 (a) all property vested in a WA Bell Company, including 8 property held by it on trust for any person; 9 (b) all property held by any person (including a liquidator of 10 a WA Bell Company) on behalf of or on trust for a 11 WA Bell Company; 12 (c) all property held (in any capacity) by a person who is a 13 liquidator of a WA Bell Company on trust for any 14 person, other than property held in a capacity that does 15 not relate to the liquidation of a WA Bell Company. 16 (1A) Property received by a WA Bell Company or another person, on 17 or after the transfer day, that would have been transferred to, 18 and vested in, the Authority by subsection (1) were it vested or 19 held by the company or person as described in subsection (1) 20 before the transfer day, is transferred to, and vested in, the 21 Authority by force of this section, at the time at which it is 22 received. 23 (1B) In relation to a reinstated WA Bell Company, property revested 24 in the company as a consequence of its reinstatement is taken to 25 have been received by the company for the purposes of 26 subsection (1A). 27 (1C) Subsection (1) or (1A), whichever is relevant, does not apply to 28 a share in a company that was a subsidiary of TBGL -- 29 (a) immediately before the transfer day; or page 20 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 WA Bell Companies Part 3 Transfer of property Division 1 s. 22 1 (b) if the company was deregistered before the transfer 2 day -- immediately before the time at which the 3 company was deregistered. 4 (1D) A share to which subsection (1) or (1A) would have applied but 5 for subsection (1C), is transferred to, and vested in, the 6 Authority by force of this section immediately before the earlier 7 of -- 8 (a) the day specified by the Authority, by instrument 9 published in the Gazette, for the purposes of this 10 paragraph; and 11 (b) the day on which the WA Bell Company is dissolved 12 under section 27. 13 (1E) To the extent to which a right to make a taxation objection, or a 14 right or capacity to seek the review of, or to appeal against, a 15 decision of the Commissioner in relation to a taxation objection, 16 is property of a WA Bell Company, subsection (1) or (1A), 17 whichever is relevant, does not apply to the right or capacity. 18 (1F) Words and expressions used in subsection (1E) and also in the 19 Taxation Administration Act 1953 (Commonwealth) Part IVC 20 have the same meanings in that subsection as they have in that 21 Part. 22 (2) This section applies to property whether situated in or outside 23 the State. 24 (3) A transfer takes effect despite any restriction arising under 25 contract, written law, the common law or in any other way. 26 (4) All property transferred to the Authority under this section vests 27 absolutely in the Authority freed from any encumbrance, trust, 28 equity or interest (of any kind and however arising) to which it 29 was subject immediately before so vesting. 30 (5) The Authority has all the powers of an owner over property 31 vested in it under this section. page 21 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 3 WA Bell Companies Division 1 Transfer of property s. 23 1 (6) A certificate signed by the Administrator certifying that 2 property specified in the certificate has vested in the Authority 3 under this section is conclusive evidence that the property so 4 vested on the day specified in the certificate. 5 (7) The Administrator may allow a person whom the Administrator 6 is satisfied has a proper interest in a certificate under 7 subsection (6) to have access to it. 8 (8) If it appears to the Administrator that it is likely that a certificate 9 will be required to be given to a relevant official under 10 section 28, the Administrator must consult with that official (or 11 each relevant official if there is more than one) as to its form 12 and content. 13 (9) The Administrator may correct any error in a certificate under 14 subsection (6) and, for that purpose, may issue a replacement 15 certificate. 16 23. Notice to property holder 17 (1) The Administrator may give notice to any person who the 18 Administrator believes may hold, or may at any time have 19 held -- 20 (a) property that, before the transfer day, was property of a 21 kind referred to in section 22(1); or 22 (b) in relation to a reinstated WA Bell Company -- 23 property that, before the day on which the company was 24 deregistered, was property of a kind referred to in 25 section 22(1); or 26 (c) property to which section 22(1A) applies. 27 (2) A notice under subsection (1) may require the person to whom it 28 is given to do one or more of the following -- 29 (a) provide access to all records of that person relating to 30 the property; 31 (b) account for all dealings with the property by or on 32 behalf of that person; page 22 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 WA Bell Companies Part 3 Treatment of liabilities Division 2 s. 24 1 (c) do all things necessary to deliver to the Authority the 2 property specified in the notice. 3 Note: Under section 52(1) a failure to comply with a requirement may be an 4 offence. 5 24. Steps to be taken to perfect transfer 6 If a transfer and vesting of property under section 22 is not, to 7 any extent, fully effective (whether because a matter is 8 governed by a law other than the law of the State, or for any 9 other reason), the Minister and the Authority are each 10 empowered and required to take all practicable steps for the 11 purpose of securing the effect sought to be achieved by that 12 section. 13 Division 2 -- Treatment of liabilities 14 25. Treatment of liabilities 15 (1) If, immediately before the transfer day, a liability of a WA Bell 16 Company was admissible to proof against the company in the 17 winding up of the company under the Corporations Act Part 5.6, 18 that liability may be proved in accordance with Part 4 19 Division 1 of this Act. 20 (2) Subsection (3) applies to liabilities that have been incurred by a 21 WA Bell Company or a liquidator of a WA Bell Company in 22 preserving, realising or getting in property of the company, in 23 carrying on the company's business or in the conduct of the 24 liquidation that have not been paid out of the assets of the 25 company before the transfer day. 26 (3) The liabilities may be proved by the liquidator (or by a creditor 27 of a WA Bell Company or the liquidator if they have not been 28 paid or satisfied) in accordance with Part 4 Division 1. 29 (4) If, by section 22, property is freed from an encumbrance, trust, 30 equity or interest on being transferred to, and vested in, the 31 Authority, that encumbrance, trust, equity or interest may be 32 proved as a liability in accordance with Part 4 Division 1. page 23 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 3 WA Bell Companies Division 3 Voiding of Agreements s. 26 1 (5) No action, claim or proceeding of any nature arising out of, or 2 relating to, a liability that may be proved in accordance with 3 Part 4 Division 1 may, otherwise than in accordance with that 4 Part, be made or maintained against -- 5 (a) the Authority; or 6 (b) the Fund; or 7 (c) a WA Bell Company; or 8 (d) a liquidator of a WA Bell Company; or 9 (e) the Administrator; or 10 (f) the State. 11 Division 3 -- Voiding of Agreements 12 26. Certain agreements voided 13 (1) Each of the following is, and is taken to have always been, 14 void -- 15 (a) the Bell Group Subsidiary Indemnity Agreements; 16 (b) the BGF AFI; 17 (c) the BGNV Indemnity; 18 (d) the BGUK Liquidator's Indemnity Agreement; 19 (e) the Gentra Indemnity; 20 (f) the Indemnity and Distribution Agreement; 21 (g) the Liquidators' Indemnity Agreement; 22 (h) the Main Proceeding Indemnity Agreements; 23 (i) the PTICA; 24 (j) the TBGL AFI; 25 (k) the TBGL Inter-Creditor Agreement; 26 (l) the Trust Deed Indemnity Agreements; 27 (m) the Western Interstate Assignment Agreement; 28 (n) the Western Interstate Indemnity Agreement; 29 (o) the Western Interstate Inter-Creditor Agreement. page 24 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 WA Bell Companies Part 3 Administration of WA Bell Companies Division 3A s. 26A 1 (2) Subsection (3) applies if an agreement made void by 2 subsection (1) provided, according to its terms, for the 3 repayment in specified circumstances of an amount of money 4 paid to or for the benefit of a liquidator of a WA Bell Company 5 in connection with the conduct of the liquidation or the funding 6 of the Bell litigation. 7 (3) The claim that a person, according to the terms of the 8 agreement, had to be repaid, may be proved in accordance with 9 Part 4 Division 1. 10 Division 3A -- Administration of WA Bell Companies 11 26A. Authority to administer WA Bell Companies 12 (1) The Authority is, by force of this section, the administrator of 13 each WA Bell Company. 14 (2) Subsection (1) has effect -- 15 (a) for a WA Bell Company that was registered 16 immediately before the transfer day -- from the 17 beginning of the transfer day; and 18 (b) for a reinstated WA Bell Company -- from the time at 19 which the company's registration is reinstated. 20 (3) The Authority's administration of a WA Bell Company ceases 21 on the earlier of -- 22 (a) the dissolution of the company; and 23 (b) the day specified in a notice given by the Authority to 24 the liquidator (or other officer if there is no liquidator) 25 of the company that the Authority will cease to be the 26 administrator of the company on that day. 27 26B. Role of Authority as administrator of WA Bell Companies 28 (1) While a WA Bell Company is under the administration of the 29 Authority, the Authority -- 30 (a) has control of the company's property and affairs; and page 25 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 3 WA Bell Companies Division 4 Dissolution of WA Bell Companies s. 26C 1 (b) may manage that property and those affairs; and 2 (c) may dispose of any of that property; and 3 (d) may perform any function, and exercise any power, that 4 the company or any of its officers could perform or 5 exercise if the company were not under the 6 administration of the Authority. 7 (2) Nothing in subsection (1) limits the generality of anything else 8 in it. 9 (3) Nothing in this section limits any other power of the Authority 10 under this Act or any other written law. 11 26C. Powers of other officers 12 (1) While a company is under the administration of the Authority, a 13 person (other than the Authority) cannot perform or exercise, 14 and must not purport to perform or exercise, a function or power 15 as an officer of the company. 16 (2) Subsection (1) does not apply to the extent that the performance 17 or exercise is with the Authority's written approval or is in the 18 exercise of a power or duty under this Act. 19 (3) Subsection (1) does not remove a director or the liquidator of a 20 WA Bell Company from his or her office. 21 Division 4 -- Dissolution of WA Bell Companies 22 27. Dissolution of companies 23 (1) The Governor may, by proclamation, dissolve a WA Bell 24 Company. 25 (2) On dissolution, the WA Bell Company ceases to exist. 26 (3) If, immediately before its dissolution under this section, a 27 WA Bell Company was a party to any proceeding pending or 28 existing in any court or tribunal or before any person acting 29 judicially, then, on and after that dissolution, the Authority is page 26 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 WA Bell Companies Part 3 Miscellaneous Division 5 s. 28 1 substituted as a party and has the same rights in the proceeding 2 as the WA Bell Company had. 3 (4) Subsection (5) applies to any agreement or instrument (other 4 than the BGF Trust Deed, the BGNV Trust Deeds and the 5 TBGL Trust Deed) in effect immediately before the dissolution 6 of a WA Bell Company under this section -- 7 (a) to which the company was a party; or 8 (b) that was given to, or in favour of, the company; or 9 (c) that refers to the company; or 10 (d) that refers to the liquidator of the company, but to which 11 the liquidator is not a party. 12 (5) The agreement or instrument continues to have effect according 13 to its tenor on and after the dissolution as if a reference in it 14 to -- 15 (a) the WA Bell Company were a reference to the 16 Authority; and 17 (b) the liquidator were a reference to the Authority. 18 Division 5 -- Miscellaneous 19 28. Registration of documents to show effect of this Part 20 (1) In this section -- 21 relevant official means -- 22 (a) the Registrar of Titles; or 23 (b) the Registrar of Deeds and Transfers; or 24 (c) any other person authorised by a written law to record 25 and give effect to the registration of documents relating 26 to transactions affecting relevant property; or 27 (d) any other person required to record a transfer of relevant 28 property or the affecting of a liability relating to relevant 29 property, including a company secretary or other person page 27 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 3 WA Bell Companies Division 5 Miscellaneous s. 28 1 maintaining a register required under the Corporations 2 Act; 3 relevant property means property of a kind transferred to, and 4 vested in, the Authority under this Part, whether it is an estate or 5 interest in land or any other property. 6 (2) The Administrator may give a copy of a certificate under 7 section 22(6) to a relevant official. 8 (3) Each relevant official to whom a certificate is given under 9 subsection (2) is to take notice of this Part and of the certificate 10 and is to record and register in the appropriate manner the 11 documents necessary to show the effect of this Part as 12 evidenced by the certificate. page 28 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Completion of winding up of WA Bell Companies Part 4 Application of this Part Division 1A s. 28A 1 Part 4 -- Completion of winding up of 2 WA Bell Companies 3 Division 1A -- Application of this Part 4 28A. Application of this Part in relation to certain interests 5 (1) In relation to a liability referred to in section 25(3), this Part has 6 effect as if -- 7 (a) the liability were, immediately before the transfer day, a 8 liability of the WA Bell Company referred to in 9 section 25(2) in relation to the liability; and 10 (b) the person who, immediately before the transfer day, 11 had the benefit of the liability were, immediately before 12 the transfer day, a creditor of the WA Bell Company. 13 (2) If property vested in a WA Bell Company or held by a 14 liquidator of a WA Bell Company, to which section 22(1)(a) or 15 (b) applied at the beginning of the transfer day, was freed from 16 an encumbrance, trust, equity or interest (the interest) by 17 section 22 and the WA Bell Company was not the beneficiary of 18 the interest, this Part has effect as if -- 19 (a) the interest were, immediately before the transfer day, a 20 liability of the WA Bell Company; and 21 (b) the person who, immediately before the transfer day, 22 had the benefit of the interest were, immediately before 23 the transfer day, a creditor of the WA Bell Company. 24 (3) If property to which section 22(1) applied at the beginning of 25 the transfer day was freed from an encumbrance, trust, equity or 26 interest (the interest) by section 22 and subsection (2) does not 27 apply in relation to the property, this Part has effect as if -- 28 (a) the interest were, immediately before the transfer day, a 29 liability of each WA Bell Company; and page 29 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 4 Completion of winding up of WA Bell Companies Division 1 Information gathering s. 29 1 (b) the person who, immediately before the transfer day, 2 had the benefit of the interest were, immediately before 3 the transfer day, a creditor of each WA Bell Company. 4 (4) In relation to a claim referred to in section 26(3), this Part has 5 effect as if -- 6 (a) the claim were, immediately before the transfer day, a 7 liability of the WA Bell Company referred to in 8 section 26(2) in relation to the claim; and 9 (b) the person who, immediately before the transfer day, 10 had the benefit of the claim were, immediately before 11 the transfer day, a creditor of the WA Bell Company. 12 (5) If the Authority determines, under section 33, that an interest to 13 which subsection (3) applies is a liability of each WA Bell 14 Company, each company is jointly and severally liable. 15 Division 1 -- Information gathering 16 29. Requirements on liquidator 17 (1) A liquidator of a WA Bell Company must, within one month 18 after the transfer day, give to the Authority an account and 19 statement of a kind that the liquidator would have been required 20 to lodge with ASIC under the Corporations Act section 539 21 if -- 22 (a) this Act had not been passed; and 23 (b) the liquidator had ceased to act as liquidator on the 24 transfer day. 25 (2) The Authority may cause the account and statement to be 26 audited by a registered company auditor (as defined in the 27 Corporations Act section 9), who must prepare a report on the 28 account and the statement (if any). 29 (3) For the purposes of the audit, the liquidator must give the 30 auditor any books and information that the auditor requires. page 30 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Completion of winding up of WA Bell Companies Part 4 Information gathering Division 1 s. 29 1 (4) The auditor has qualified privilege in relation to a report 2 prepared by the auditor under subsection (2) to the same extent 3 as the auditor would have if the report were one prepared under 4 the Corporations Act section 539. 5 (5) The costs of an audit under subsection (2) -- 6 (a) must be fixed by the Authority; and 7 (b) form part of the expenses of the administration of this 8 Act. 9 (6) If the Authority causes an account, or an account and statement, 10 to be audited under subsection (2), the Authority must give the 11 liquidator a copy of the report. 12 (7) A liquidator of a WA Bell Company must, within one month 13 after the transfer day, give to, or as directed by, the Authority all 14 books of the WA Bell Company and of the liquidator that are 15 relevant to the affairs of the company as at immediately before 16 the transfer day. 17 (8) The Authority may at any time, by notice given to a liquidator 18 of a WA Bell Company, require the liquidator to prepare and 19 give to it a report about the following as at immediately before 20 the transfer day -- 21 (a) all property vested in the company, including property 22 held by it on trust for any person; 23 (b) all property held by any person (including the liquidator) 24 on behalf of or on trust for the company; 25 (c) all property held by the liquidator referred to in 26 section 22(1)(c); 27 (d) any liability of the company. 28 (9) The report must be in the form, and contain the information, 29 specified by the Authority. 30 (10) A liquidator of a WA Bell Company must comply with a notice 31 under subsection (8) within 14 days after receiving it. page 31 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 4 Completion of winding up of WA Bell Companies Division 2 Reports and recommendations by the Authority s. 30 1 (11) A liquidator of a WA Bell Company has qualified privilege in 2 making a report under subsection (8) and in relation to any fact 3 or matter stated in the report. 4 (12) This section has effect in relation to a reinstated WA Bell 5 Company as if references in it to the transfer day were 6 references to the day on which the registration of the company 7 was reinstated. 8 30. Call for proof of liabilities 9 (1) The Authority must give to each person whom it reasonably 10 believes to have been a creditor of a WA Bell Company 11 immediately before the transfer day a notice requiring the 12 person to give to the Authority, within 30 days after the date of 13 that notice, full particulars of all liabilities of the company in 14 relation to the person. 15 (2) The Authority must, as soon as practicable after the transfer 16 day, publish in a daily newspaper circulating in Australia a 17 notice requiring any person who believes that they were a 18 creditor of a WA Bell Company immediately before the transfer 19 day to give to the Authority, within 30 days after the publication 20 of that notice, full particulars of all liabilities of the company in 21 relation to the person. 22 (2A) The Authority may also publish the notice referred to in 23 subsection (2) by any other means that the Authority thinks 24 necessary to bring it to the attention of the persons referred to in 25 that subsection. 26 (3) The Authority must specify in a notice under subsection (1) 27 or (2) -- 28 (a) the manner in which a liability may be proved; or 29 (b) how that manner may be ascertained. page 32 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Completion of winding up of WA Bell Companies Part 4 Reports and recommendations by the Authority Division 2 s. 31 1 Division 2 -- Reports and recommendations by the Authority 2 31. Role of the Authority 3 The role of the Authority under this Division is to -- 4 (a) determine the property and liabilities of each WA Bell 5 Company, and report to the Minister on that, under 6 sections 33 and 34; and 7 (b) make recommendations to the Minister under 8 sections 35 and 36. 9 32. Authority must seek submissions from affected creditors 10 (1) The Authority must comply with this section before -- 11 (a) finalising its determination of the property and liabilities 12 of each WA Bell Company under section 33; and 13 (b) finalising the recommendations that it is to make to the 14 Minister under sections 35 and 36. 15 (2) The Authority must prepare a document (a draft report) that 16 sets out -- 17 (a) its preliminary determination of the property and 18 liabilities of each WA Bell Company under section 33; 19 and 20 (b) the recommendations that it is proposing to make to the 21 Minister under sections 35 and 36. 22 (2A) The Authority may prepare more than one draft report. 23 (3) The Authority must provide each draft report to each person 24 who gave particulars of a liability under section 30. 25 (3A) The first draft report under subsection (2) must be prepared, and 26 provided in accordance with subsection (3), within the period of 27 150 days beginning on the transfer day. 28 (4) A person to whom a draft report is provided under 29 subsection (3) may make a written submission to the Authority, page 33 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 4 Completion of winding up of WA Bell Companies Division 2 Reports and recommendations by the Authority s. 33 1 within 14 days after receiving the draft report, in respect of any 2 matter relating to that person arising out of the draft report. 3 33. Determination of property and liabilities 4 (1) The Authority must determine the property and liabilities of 5 each WA Bell Company. 6 (2) In doing so, the Authority must have regard to -- 7 (a) any account and statement given under section 29(1); 8 and 9 (b) any books given under section 29(7); and 10 (c) any report given under section 29(8); and 11 (d) any particulars of a liability given under section 30; and 12 (e) any submissions made under section 32(4); and 13 (f) any other matters that the Authority in its discretion 14 considers appropriate. 15 (3) The Authority has an absolute discretion in determining the 16 property and liabilities of each WA Bell Company. 17 34. Reports to the Minister on property and liabilities 18 (1) The Authority must report to the Minister on the property and 19 liabilities of each WA Bell Company, as finally determined by it 20 under section 33, as soon as practicable after making the 21 determination. 22 (2) The report under subsection (1) must contain any 23 recommendations of the Authority under section 35 or 36. 24 (2A) Before making a final determination under section 33, the 25 Authority may make one or more interim reports to the Minister 26 based on its preliminary determination of the property and 27 liabilities of each WA Bell Company under section 33. 28 (2B) The Authority must make a report under subsection (2A) if 29 directed to do so by the Minister. page 34 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Completion of winding up of WA Bell Companies Part 4 Reports and recommendations by the Authority Division 2 s. 35 1 (2C) A report under subsection (2A) may contain a description of any 2 contingencies and uncertainties and any interim 3 recommendations of the Authority under section 35 or 36. 4 (3) The Authority has absolute privilege in making a report under 5 this section and in relation to any fact or matter stated in the 6 report. 7 (4) A failure by the Authority to comply with any provision of this 8 section does not invalidate a report made by it under this 9 section. 10 35. Recommendations with respect to liabilities 11 (1) The Authority must recommend, in writing, to the Minister the 12 amount (if any) to be paid to a person, or the property (if any) to 13 be transferred to or vested in a person (instead of or in addition 14 to the payment of money), in respect of the aggregate of all 15 liabilities of all WA Bell Companies to that person as a creditor. 16 (2) In making a recommendation under this section, the 17 Authority -- 18 (a) must have regard to the objects of this Act; and 19 (b) must have regard to any agreement between any of the 20 creditors, as to the distribution of the proceeds of the 21 Bell litigation, entered into after 12 noon on the day 22 before the day on which the Bill for this Act was 23 introduced into the Legislative Assembly; and 24 (c) must have regard to any submissions made under 25 section 32(4); and 26 (d) may assess the priority of each liability of a WA Bell 27 Company (as determined under section 33) in 28 accordance with the Corporations Act Part 5.6 29 Division 6 Subdivision D as if it were winding up the 30 company under that Act; and 31 (e) may have regard to the following -- 32 (i) liabilities under any guarantee or indemnity so as 33 to avoid double recovery; page 35 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 4 Completion of winding up of WA Bell Companies Division 2 Reports and recommendations by the Authority s. 35 1 (ii) the Authority's assessment of the value of 2 unliquidated liabilities; 3 (iii) recoveries that might be made by a creditor from 4 subsidiaries of TBGL that are not WA Bell 5 Companies; 6 (iv) the relative size of each liability and the relative 7 importance of the satisfaction of that liability to 8 the relevant creditor; 9 (v) the detriment to a creditor of not receiving 10 payment of any liability in full; 11 (vi) any amount paid by a creditor for the acquisition 12 of, or of any interest in, a liability; 13 (vii) any recommendation as to the payment of 14 compensation under section 36. 15 (2A) A recommendation in an interim report under section 34(2A) is 16 an interim recommendation. 17 (2B) A recommendation in the report under section 34(1) is a final 18 recommendation and must take into account any amount or 19 property that the Governor under section 36A(2) has determined 20 is to be paid to, or transferred to or vested in, a person. 21 (3) A recommendation need not contain reasons. 22 (4) The Authority has an absolute discretion as to -- 23 (a) the quantification of any liability; and 24 (b) the amount recommended to be paid to a person or the 25 property recommended to be transferred to, or vested in, 26 a person; and 27 (c) the priority to give to that payment, transfer or vesting. 28 (5) Nothing in this section requires that the aggregate value of all 29 money recommended to be paid, and all property recommended 30 to be transferred or vested, under this section must be equal to 31 the value of the money or property held by the Authority or the page 36 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Completion of winding up of WA Bell Companies Part 4 Reports and recommendations by the Authority Division 2 s. 36 1 total liabilities of all WA Bell Companies as determined under 2 section 33. 3 (6) Nothing in this section creates any right in, or for the benefit of, 4 a creditor of a WA Bell Company or any other person. 5 (7) The Authority has absolute privilege in making a 6 recommendation under this section and in relation to any fact or 7 matter stated in the recommendation. 8 (8) A failure by the Authority to comply with any provision of this 9 section does not invalidate a recommendation made by it under 10 this section. 11 36. Recommendations with respect to funding or indemnities 12 (1) Subsection (2) applies with respect to a creditor of any kind of a 13 WA Bell Company who, before the transfer day, provided 14 funding for, or an indemnity against costs or liability in relation 15 to, the Bell litigation, whether directly or indirectly. 16 (2) The Authority may recommend, in writing, to the Minister an 17 amount to be paid to, or property to be transferred to or vested 18 in the creditor (instead of or in addition to the payment of 19 money to that creditor), as compensation for providing that 20 funding or indemnity. 21 (3) In making a recommendation under subsection (2), the 22 Authority -- 23 (a) must have regard to the objects of this Act; and 24 (b) must have regard to any agreement between any of the 25 creditors as to the distribution of the proceeds of the Bell 26 litigation, entered into after 12 noon on the day before 27 the day on which the Bill for this Act was introduced 28 into the Legislative Assembly; and 29 (c) must have regard to any submissions made under 30 section 32(4); and page 37 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 4 Completion of winding up of WA Bell Companies Division 2 Reports and recommendations by the Authority s. 36 1 (d) may have regard to the following -- 2 (i) the amounts of funding provided; 3 (ii) the terms of any agreement under which that 4 funding or indemnity was provided (including an 5 agreement made void by this Act); 6 (iii) the extent of any risks assumed in providing that 7 funding or indemnity (whether or not that 8 indemnity is or ever has been enforceable); 9 (iv) the extent of the benefit secured, or detriment 10 avoided, by the WA Bell Company and its 11 related bodies corporate on account of the 12 provision of that funding or indemnity; 13 (v) the extent of any benefits that may be received 14 by the creditor from a related body corporate of a 15 WA Bell Company that is not a WA Bell 16 Company; 17 (vi) any other matters that it considers relevant. 18 (3A) A recommendation in an interim report under section 34(2A) is 19 an interim recommendation. 20 (3B) A recommendation in the report under section 34(1) is a final 21 recommendation and must take into account any amount or 22 property that the Governor, under section 36A(2), has 23 determined is to be paid to, or transferred to or vested in, a 24 person. 25 (4) The Authority has an absolute discretion as to -- 26 (a) the quantification of any funding, indemnity, risk, 27 benefit or detriment; and 28 (b) the amount recommended to be paid to a person or the 29 property recommended to be transferred to, or vested in, 30 a person. page 38 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Completion of winding up of WA Bell Companies Part 4 Determinations of the Governor Division 3 s. 36A 1 (5) A recommendation under subsection (2) may further 2 recommend that any amount payable to a creditor under this 3 Act -- 4 (a) reduce to a specified extent a liability of a WA Bell 5 Company to the creditor; or 6 (b) be in addition to any amount otherwise payable to the 7 creditor under this Act; or 8 (c) be in addition to any payments to the creditor in respect 9 of liabilities that are the subject of a recommendation 10 under section 35. 11 (6) A recommendation need not contain reasons. 12 (7) Nothing in this section creates any right in, or for the benefit of, 13 a creditor of a WA Bell Company or any other person. 14 (8) The Authority has absolute privilege in making a 15 recommendation under this section and in relation to any fact or 16 matter stated in the recommendation. 17 (9) A failure by the Authority to comply with any provision of this 18 section does not invalidate a recommendation made by it under 19 this section. 20 Division 3 -- Determinations of the Governor 21 36A. Governor may determine amounts and property: interim 22 determinations 23 (1) The Minister may submit to the Governor an interim report of 24 the Authority under section 34(2A). 25 (2) The Governor may, by instrument in writing, determine an 26 amount to be paid to, or property to be transferred to or vested 27 in, a person. page 39 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 4 Completion of winding up of WA Bell Companies Division 3 Determinations of the Governor s. 37 1 37. Governor may determine amounts and property: final 2 determination 3 (1) The Minister must submit to the Governor the report of the 4 Authority under section 34(1). 5 (2) The Governor may, by instrument in writing, determine an 6 amount to be paid to, or property to be transferred to or vested 7 in, a person. 8 (3) The amount or amounts to be paid to, and the property to be 9 transferred to or vested in, a person under this Division -- 10 (a) is in respect of the aggregate of all liabilities of all WA 11 Bell Companies to that person as a creditor; and 12 (b) may be by way of compensation for providing funding 13 or an indemnity. 14 37A. Determinations: general provisions 15 (1) Nothing in this Act requires the Governor to determine that any 16 amount is to be paid to, or any property is to be transferred to or 17 vested in, any person on any account whatsoever. 18 (2) Nothing in this Act requires that the aggregate value of all 19 money determined by the Governor to be paid, and all property 20 determined by the Governor to be transferred or vested, under 21 this Division must be equal to the value of the money or 22 property held by the Authority or the total liabilities of all WA 23 Bell Companies as determined under section 33. 24 (3) The Minister must give a determination of the Governor to the 25 Authority. 26 (4) A determination need not contain reasons. 27 (5) A determination is not subsidiary legislation for the purposes of 28 the Interpretation Act 1984. 29 (6) Nothing in this Division creates any right in, or for the benefit 30 of, a creditor of a WA Bell Company or any other person. page 40 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Completion of winding up of WA Bell Companies Part 4 Giving effect to Governor's determination Division 4 s. 38 1 (7) The Governor has absolute privilege in making a determination 2 and in relation to any fact or matter stated in it. 3 (8) On the making of the determination under section 37(2), every 4 liability of every WA Bell Company to a person to whom 5 nothing is to be paid and to whom no property is to be 6 transferred and in whom no property is to be vested under a 7 determination under this Division is, by force of this Act, 8 discharged and extinguished. 9 Division 4 -- Giving effect to Governor's determination 10 38. Authority to make payments or transfer property 11 (1) Subject to subsection (3), as soon as practicable after receiving a 12 determination of the Governor under Division 3, the Authority 13 must -- 14 (aa) notify each person specified in the determination to or in 15 whom the Governor has determined an amount is to be 16 paid or property is to be transferred or vested; and 17 (a) pay out of the Fund the amounts specified, to the 18 persons specified, in the determination; and 19 (b) transfer or vest the property specified, to or in the 20 persons specified, in the determination. 21 (2) The Authority may determine the means by which any payment 22 is to be made. 23 (3) A person is not entitled to have a payment made to them, or 24 property transferred to or vested in them, under this section 25 unless the person gives to the Authority a deed that -- 26 (a) is in the form approved by the Minister; and 27 (b) is executed to the satisfaction of the Authority; and 28 (c) provides for the release or discharge of any person from 29 any liability that the Minister considers appropriate. 30 (4) Subsection (5) applies to a person covered by the determination 31 of the Governor under section 37(2). page 41 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 4 Completion of winding up of WA Bell Companies Division 4 Giving effect to Governor's determination s. 38 1 (5) At the end of the period of 3 months beginning on the day on 2 which notice of the determination of the Governor under 3 section 37(2) is given to the person -- 4 (a) every liability of every WA Bell Company to the person 5 is, by force of this Act, discharged and extinguished; 6 and 7 (b) if the person has not given a duly executed deed in 8 accordance with subsection (3) in relation to a 9 determination of the Governor under Division 3 -- the 10 determination ceases to have effect in relation to the 11 person. 12 (6) Subsection (7) applies to a person covered by a determination of 13 the Governor under section 36A(2) but not covered by the 14 determination of the Governor under section 37(2). 15 (7) At the end of the period of 3 months beginning on the day on 16 which the Governor makes the determination under 17 section 37(2) -- 18 (a) every liability of every WA Bell Company to the person 19 is, by force of this Act, discharged and extinguished; 20 and 21 (b) if the person has not given a duly executed deed in 22 accordance with subsection (3) in relation to a 23 determination of the Governor under section 36A(2) -- 24 the determination ceases to have effect in relation to the 25 person. 26 (8) A reference to a person covered by a determination of the 27 Governor is a reference to a person to or in whom the Governor 28 has determined an amount is to be paid or property is to be 29 transferred or vested. page 42 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Completion of winding up of WA Bell Companies Part 4 Release of Liquidator Division 5 s. 39 1 Division 5 -- Release of Liquidator 2 39. Release of liquidator 3 (1) On the dissolution of a WA Bell Company under section 27, 4 each person who is, or has at any time been, a liquidator of the 5 company and each person who has at any time acted for or on 6 behalf of such a liquidator is discharged from all liability arising 7 out of or relating to anything done, or purportedly done, by 8 them in performing their duties, including complying with 9 obligations arising under this Act. 10 (2) In subsection (1), a reference to something being done includes 11 a decision not to do something or a failure to do something. 12 (3) This section does not prevent a liquidator making at any time an 13 application under the Corporations Act section 480 for an order 14 that he or she be released. page 43 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 5 Winding up of the Authority and Fund s. 40 1 Part 5 -- Winding up of the Authority and Fund 2 40. Closure of the Fund 3 (1) The Fund is closed by force of this section when whichever of 4 the following first occurs -- 5 (a) the Administrator certifies in writing that all money that 6 the Authority is required to pay out of the Fund has been 7 paid; 8 (b) the end of the period of 6 months beginning on the day 9 on which the Governor makes the determination under 10 section 37(2). 11 (2) Any money standing to the credit of the Fund when it is closed 12 is to be credited to the Consolidated Account. 13 41. Abolition of Authority 14 (1) The Authority is abolished. 15 (2) The office of Administrator is abolished. 16 (3) On the commencement of this section -- 17 (a) any property that, immediately before that 18 commencement, was vested in the Authority vests in the 19 State by force of this section; and 20 (b) any liabilities that, immediately before that 21 commencement, were liabilities of the Authority (other 22 than a liability to make a payment or to transfer or vest 23 property in accordance with section 38) become 24 liabilities of the State; and 25 (c) any proceeding or remedy that, immediately before that 26 commencement, might have been brought or continued 27 by or available against or to the Authority may be 28 brought or continued by and is available against or to the 29 State; and 30 (d) all records and data of the Authority pass to the 31 Minister. page 44 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Winding up of the Authority and Fund Part 5 s. 42 1 (4) Any agreement or instrument (other than one to which 2 section 27(5) applies) in existence immediately before the 3 commencement of this section to which the Authority is a party 4 or that contains a reference to the Authority has effect on and 5 after that commencement as if -- 6 (a) the State were substituted for the Authority as a party to 7 the agreement or instrument; and 8 (b) any reference in the agreement or instrument to the 9 Authority (unless the context otherwise requires) were a 10 reference to, or included a reference to, the State. 11 42. Vesting of property in the State 12 (1) Any property of a WA Bell Company accruing, payable or 13 vesting after the closing of the Fund accrues and is payable to or 14 vests in the State. 15 (2) Subject to this Act, the receipt of any money or property by the 16 State under this Part is a receipt by it for its benefit absolutely 17 and not on behalf of any other person or body. 18 43. Reports on Authority's functions 19 (1) The Administrator must -- 20 (a) within 3 months after each anniversary of the 21 commencement of Part 2 -- prepare a report on how the 22 Administrator carried out the Authority's functions as 23 outlined in section 9 in the year prior to the anniversary; 24 and 25 (b) within 3 months after each anniversary of the 26 commencement of Part 2 -- prepare a report on how the 27 Administrator carried out the Authority's functions as 28 outlined in section 9 in the year prior to the anniversary. 29 (2) The final report under subsection (1)(b) must -- 30 (a) set out each recommendation of the Authority under 31 sections 35 and 36; and page 45 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 5 Winding up of the Authority and Fund s. 43 1 (b) set out each determination of the Governor under Part 4 2 Division 3; and 3 (c) state whether a determination of the Governor under 4 Part 4 Division 3 of an amount to be paid to, or property 5 to be transferred to or vested in, a person differed from a 6 recommendation in a report of the Authority under 7 section 34 in relation to the person. 8 (3) A report under subsection (1) need not contain reasons in 9 relation to the matters referred to in subsection (2). 10 (4) The Minister is to cause to be laid before each House of 11 Parliament -- 12 (a) a report under subsection (1)(a) within 6 sitting days 13 after the preparation of the report; and 14 (b) the final report under subsection (1)(b) within 6 sitting 15 days after the day on which the Authority is abolished. page 46 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Application of Corporations Act Part 6 s. 44 1 Part 6 -- Application of Corporations Act 2 44. Terms used 3 In this Part -- 4 Corporations legislation means the Corporations legislation to 5 which the Corporations Act Part 1.1A applies; 6 excluded Corporations legislation provision means any 7 provision of the Corporations legislation that does not apply in 8 the State, as a law of the Commonwealth, in relation to the 9 WA Bell Companies because of section 45. 10 45. WA Bell Companies excluded from Corporations legislation 11 (1) Each WA Bell Company is declared to be an excluded matter 12 for the purposes of the Corporations Act section 5F in relation 13 to the whole of the Corporations legislation, other than to the 14 extent specified in subsections (2) and (3). 15 (2) Subsection (1) does not exclude the application of the following 16 provisions of the Corporations legislation to the WA Bell 17 Companies to the extent that the provisions would otherwise be 18 applicable -- 19 (a) provisions relating to a matter that the regulations 20 provide is not to be excluded from the operation of the 21 Corporations legislation; 22 (b) provisions relating to the role of a WA Bell Company in 23 the formation of, or the holding of shares in, a company 24 that is not a WA Bell Company. 25 (3) Subsection (1) does not apply to the extent necessary to 26 enable -- 27 (a) a WA Bell Company that is dissolved under section 27 28 to be deregistered under the Corporations Act; 29 (b) a liquidator of a WA Bell Company that is dissolved 30 under section 27 to apply for an order that he or she be 31 released; page 47 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 6 Application of Corporations Act s. 46 1 (c) the registration of a WA Bell Company to be reinstated, 2 and (without limiting that) the functions in the 3 Corporations Act section 601AH to be performed and 4 the matters provided for in that section to occur. 5 46. Displacement of certain provisions of Corporations 6 legislation 7 (1) This section has effect if, and to the extent that, an excluded 8 Corporations legislation provision has any application, as a law 9 of the Commonwealth, in relation to a WA Bell Company. 10 (2) The provisions of Parts 3, 4 and 5 and sections 49 and 50(3) are 11 declared to be Corporations legislation displacement provisions 12 for the purposes of the Corporations Act section 5G in relation 13 to the Corporations legislation. 14 47. Applying the Corporations legislation to WA Bell 15 Companies 16 (1) The regulations may declare a matter relating to a WA Bell 17 Company to be an applied Corporations legislation matter for 18 the purposes of the Corporations (Ancillary Provisions) 19 Act 2001 Part 3 in relation to a specified provision or provisions 20 of the Corporations legislation (including any excluded 21 Corporations legislation provision or provisions), with any 22 modifications that are specified in the declaration. 23 (2) Without limiting subsection (1), the regulations may do any one 24 or more of the following -- 25 (a) specify modifications to the definitions and other 26 interpretive provisions of the Corporations legislation 27 relevant to any Corporations legislation provision to 28 which the declaration relates; page 48 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Application of Corporations Act Part 6 s. 47 1 (b) provide for ASIC to exercise a function under any 2 Corporations legislation to which the declaration relates, 3 but only if -- 4 (i) ASIC is to exercise the function under an 5 agreement referred to in the Australian Securities 6 and Investments Commission Act 2001 7 (Commonwealth) section 11(8) or (9A)(b); and 8 (ii) ASIC is authorised to exercise that function 9 under section 11 of that Act; 10 (c) modify the circumstances in which a court may exercise 11 a function conferred on it by a Corporations legislation 12 provision to which the declaration relates; 13 (d) specify that a reference to ASIC in a Corporations 14 legislation provision to which the declaration relates is 15 to be a reference to another person; 16 (e) identify a Corporations legislation provision to which 17 the declaration relates by reference to the provision as in 18 force at a particular time; 19 (f) specify a court to exercise a function conferred by a 20 Corporations legislation provision to which the 21 declaration relates. 22 (3) Words and expressions used in this section and also in the 23 Corporations (Ancillary Provisions) Act 2001 Part 3 have the 24 same meanings in this section as they have in that Part. page 49 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 7 Offences s. 48 1 Part 7 -- Offences 2 48. Scheme to avoid operation of Act or achievement of its 3 objects 4 (1) In this section -- 5 scheme means -- 6 (a) any agreement, promise or undertaking, whether express 7 or implied and whether or not enforceable or intended to 8 be enforceable by a legal proceeding; or 9 (b) any plan, proposal, action, course of action or course of 10 conduct. 11 (2) A person must not enter into or carry out a scheme for the 12 purpose of directly or indirectly defeating, avoiding, preventing 13 or impeding the operation of this Act or the achievement of its 14 objects. 15 Penalty: a fine of $200 000 or imprisonment for 5 years, or 16 both. 17 (3) This section applies to a scheme -- 18 (a) whether the scheme is entered into or made before or 19 after the enactment of this Act; and 20 (b) even if the purpose referred to in subsection (2) was not 21 the only or dominant purpose for the scheme, so long as 22 it was a substantial purpose. 23 (4) It is not an offence under this section for a liquidator of a 24 company -- 25 (a) to pay, in the ordinary course of the liquidation of the 26 company, the ordinary expenses of conducting the 27 liquidation; or 28 (b) to invest money, in the ordinary course of the liquidation 29 of the company, with an ADI. page 50 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Offences Part 7 s. 49 1 (5) This section does not apply to the extent (if any) to which it 2 would infringe any constitutional doctrine of implied freedom 3 of political communication. 4 (6) This section does not apply to or in relation to -- 5 (a) proceedings in a court to challenge the constitutional 6 validity of this Act; or 7 (b) proceedings in a court contemplated by this Act. 8 Examples for this subsection: 9 For the purposes of subsection (6)(b), proceedings referred to in 10 sections 67 and 68 are examples of proceedings contemplated by this 11 Act. 12 49. Certain deregistered companies not to be reinstated by 13 certain persons 14 (1) A person (other than the Authority) must not take any step for 15 achieving the reinstatement of the registration of a deregistered 16 company listed in Schedule 1. 17 Penalty: a fine of $10 000. 18 (2) Before the day on which section 7 comes into operation, 19 subsection (1) does not apply to a WA Bell Company, a 20 liquidator of a WA Bell Company or a former liquidator of a 21 deregistered company. 22 (3) On and after the day on which section 7 comes into operation, 23 subsection (1) does not apply to a person if the person has the 24 written approval of the Authority to take the step referred to in 25 subsection (1). 26 50. Dealings with property 27 (1) In this section -- 28 conceal includes transfer outside the State. 29 (2) A person must not conceal property that is, or is to be, 30 transferred to, and vested in, the Authority by section 22 or do 31 any other act or make an omission of any kind in relation to page 51 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 7 Offences s. 51 1 such property for the purpose of directly or indirectly defeating 2 the effectiveness of the transfer or vesting or proposed transfer 3 or vesting. 4 Penalty: a fine of $200 000 or imprisonment for 5 years, or 5 both. 6 (3) A person must not refuse or fail to take any steps that are within 7 the person's power to take and that are necessary to ensure that 8 the transfer to, and vesting in, the Authority by section 22 of 9 property located outside the State is made effective. 10 Penalty: a fine of $200 000 or imprisonment for 5 years, or 11 both. 12 (4) It is not an offence under this section for a liquidator of a 13 company -- 14 (a) to pay, in the ordinary course of the liquidation of the 15 company, the ordinary expenses of conducting the 16 liquidation; or 17 (b) to invest money, in the ordinary course of the liquidation 18 of the company, with an ADI. 19 51. Obstruction or hindrance of the Authority 20 A person must not obstruct or hinder -- 21 (a) the Authority in the performance of its functions; or 22 (b) a person assisting the Authority in the performance of 23 those functions. 24 Penalty: a fine of $200 000 or imprisonment for 5 years, or 25 both. 26 52. Failure to comply with requirements 27 (1) A person must not, without reasonable excuse, fail to comply 28 with a requirement made by this Act or made by the Authority, 29 the Administrator or an employee, agent or delegate of the 30 Authority under this Act. 31 Penalty: a fine of $50 000 or imprisonment for 2 years, or both. page 52 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Offences Part 7 s. 53 1 (2) Subsection (1) does not apply in relation to a requirement made 2 by the Authority, the Administrator or an employee, agent or 3 delegate of the Authority unless, when the Authority, 4 Administrator, employee, agent or delegate makes the 5 requirement, they inform the person that a failure to comply 6 with it may constitute an offence. 7 53. False information 8 A person must not, in connection with a requirement made or 9 direction given by the Authority, the Administrator or an 10 employee, agent or delegate of the Authority under this Act, 11 provide any information or produce any document that the 12 person knows is false or misleading in a material particular. 13 Penalty: a fine of $50 000 or imprisonment for 2 years, or both. 14 54. Confidentiality of information 15 (1) In this section -- 16 confidential information means information that has not been 17 made public. 18 (2) A person must not misuse confidential information obtained by 19 reason of any function that person has, or at any time had, in the 20 administration of this Act or in the course of the provision of 21 services for the purposes of this Act. 22 Penalty: a fine of $12 000 or 12 months imprisonment, or both. 23 (3) A person misuses confidential information if it is, directly or 24 indirectly, recorded, used or disclosed, other than -- 25 (a) in the course of duty; or 26 (b) under this Act or another law; or 27 (c) under the order of a court, tribunal or person acting 28 judicially; or 29 (d) for the purposes of the investigation of any suspected 30 offence or the conduct of proceedings against any 31 person for an offence; or page 53 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 7 Offences s. 55 1 (e) with the consent of the person or persons to whom the 2 information relates; or 3 (f) in prescribed circumstances. 4 (4) If confidential information is lawfully disclosed, this section 5 does not prevent the further disclosure of the information, or the 6 recording or use of the information, for the purpose for which 7 the disclosure was made. 8 55. Liability of officers of body corporate for offence by body 9 corporate 10 (1) If a body corporate is guilty of an offence under this Part, an 11 officer of the body corporate is also guilty of the offence if the 12 officer failed to take all reasonable steps to prevent the 13 commission of the offence by the body corporate. 14 (2) In determining whether things done or omitted to be done by the 15 officer constitute reasonable steps, a court must have regard 16 to -- 17 (a) what the officer knew, or ought to have known, about 18 the commission of the offence by the body corporate; 19 and 20 (b) whether the officer was in a position to influence the 21 conduct of the body corporate in relation to the 22 commission of the offence; and 23 (c) any other relevant matter. 24 56. Further provisions relating to liability of officers of body 25 corporate 26 (1) Section 55 does not affect the liability of a body corporate for 27 any offence. 28 (2) Section 55 does not affect the liability of an officer, or any other 29 person, under The Criminal Code Chapters II, LVII, LVIII and 30 LIX. page 54 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Offences Part 7 s. 57 1 (3) An officer of a body corporate may be charged with, and 2 convicted of, an offence in accordance with section 55 whether 3 or not the body corporate is charged with, or convicted of, the 4 principal offence committed by the body corporate. 5 (4) If an officer of a body corporate who is charged with an offence 6 in accordance with section 55 claims that the body corporate 7 would have a defence if it were charged with the offence -- 8 (a) the onus of proving the defence is on the officer; and 9 (b) the standard of proof required is the standard that would 10 apply to the body corporate in relation to the defence. 11 (5) Subsection (4) does not limit any other defence available to the 12 officer. 13 57. Conduct on behalf of bodies corporate and principals 14 (1) In this section -- 15 engage in conduct includes to fail or refuse to engage in 16 conduct; 17 state of mind of a person includes -- 18 (a) the knowledge, intention, opinion, belief or purpose of 19 the person; and 20 (b) the person's reasons for the intention, opinion, belief or 21 purpose. 22 (2) This section applies to and in relation to proceedings for an 23 offence under this Act. 24 (3) If it is necessary to establish the state of mind of a body 25 corporate in relation to particular conduct, it is sufficient to 26 show -- 27 (a) that the conduct was engaged in by an officer or agent of 28 the body corporate within the scope of his or her actual 29 or apparent authority; and 30 (b) that the officer or agent had the relevant state of mind. page 55 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 7 Offences s. 58 1 (4) Conduct engaged in on behalf of a body corporate by an officer 2 or agent of the body corporate within the scope of his or her 3 actual or apparent authority is to be taken to have been engaged 4 in also by the body corporate, unless the body corporate 5 establishes that it took reasonable precautions and exercised due 6 diligence to avoid the conduct. 7 (5) If it is necessary to establish the state of mind of a person other 8 than a body corporate in relation to particular conduct, it is 9 sufficient to show -- 10 (a) that the conduct was engaged in by an employee or 11 agent of the person within the scope of his or her actual 12 or apparent authority; and 13 (b) that the employee or agent had the relevant state of 14 mind. 15 (6) Conduct engaged in on behalf of a person other than a body 16 corporate (the principal) by an employee or agent of the person 17 within the scope of his or her actual or apparent authority is to 18 be taken to have been engaged in also by the principal, unless 19 the principal establishes that the principal took reasonable 20 precautions and exercised due diligence to avoid the conduct. 21 58. Continuing offences: daily penalties 22 For the purposes of the Interpretation Act 1984 section 71, in 23 relation to an offence committed under this Act, the penalty for 24 each separate and further offence committed by a person is -- 25 (a) for an individual, a fine of $1 000; and 26 (b) for a body corporate, a fine of $5 000. 27 59. Bringing prosecutions 28 (1) Proceedings for an offence under this Act may be commenced 29 prior to the expiry of this Act. 30 (2) If a prosecution notice alleging an offence under this Act 31 specifies the day on which evidence of the alleged offence first page 56 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Offences Part 7 s. 60 1 came to the attention of a person authorised to institute the 2 proceedings, the prosecution notice need not contain particulars 3 of the day on which the offence is alleged to have been 4 committed. 5 (3) For the purposes of subsection (2), the day specified in the 6 prosecution notice as the day on which evidence first came to 7 the attention of a person authorised to institute proceedings is, in 8 the absence of evidence to the contrary, to be presumed to be 9 that day. 10 60. Injunctions to ensure compliance with this Act 11 (1) In this section -- 12 offence provision means a provision of this Act, contravention 13 of which may constitute an offence under this Act. 14 (2) The Administrator may apply to the Court for an injunction 15 restraining a person -- 16 (a) from doing something that would, or would be likely to, 17 contravene an offence provision; or 18 (b) from aiding, abetting, counselling or procuring the 19 contravention of an offence provision; or 20 (c) from conspiring with others to contravene or bring about 21 the contravention of an offence provision; or 22 (d) from attempting to do anything referred to in 23 paragraph (a), (b) or (c). 24 (3) The Administrator may apply to the Court to enjoin a person to 25 do something if the person's omission to do it contravenes or 26 would contravene an offence provision. 27 (4) The Court may grant an injunction whether or not the person 28 has previously contravened the provision, or would, if the 29 injunction is not granted, be likely to contravene or to continue 30 to contravene the provision. page 57 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 7 Offences s. 60 1 (5) An interim injunction may be granted before final determination 2 of an application under subsection (2). 3 (6) The Court is not to require, as a condition of granting an interim 4 injunction, that the Administrator give an undertaking as to 5 damages or costs. 6 (7) Proceedings against a person for an offence under this Act are 7 not affected by -- 8 (a) the making of an application for an injunction in relation 9 to the commission of the offence; or 10 (b) the grant of, or refusal to grant, an injunction; or 11 (c) the rescission, variation or expiry of an injunction. page 58 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Miscellaneous Part 8 s. 61 1 Part 8 -- Miscellaneous 2 61. Privilege 3 (1) If a provision of this Act provides that a person has qualified 4 privilege for an act, matter or thing, the person, in relation to the 5 act, matter or thing -- 6 (a) has qualified privilege in proceedings for defamation; 7 and 8 (b) is not, in the absence of malice on the person's part, 9 liable to an action for defamation at the suit of a person. 10 (2) In subsection (1) -- 11 malice includes ill will to the person concerned or any other 12 improper motive. 13 (3) If a provision of this Act provides that a person has absolute 14 privilege for an act, matter or thing, the person, in relation to the 15 act, matter or thing is not liable to an action for defamation at 16 the suit of a person. 17 (4) Neither this section nor a provision referred to in subsection (1) 18 limits or affects any right, privilege or immunity that a person 19 has, apart from this section or that provision, as a defendant in 20 proceedings, or an action, for defamation. 21 62. Effect of things done under Act 22 (1) This section applies to the following -- 23 (a) the enactment, commencement or operation of this Act 24 or the making, commencement or operation of any 25 subsidiary legislation made under this Act; 26 (b) the transfer of property to, and the vesting of property 27 in, the Authority by section 22; 28 (c) the affecting by this Act of a liability; 29 (d) the doing, or omitting to do, of any other act, matter or 30 thing under, or for the purposes of, this Act. page 59 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 8 Miscellaneous s. 62 1 (2) Except as otherwise expressly provided by this Act, the acts, 2 matters or things to which this section applies -- 3 (a) are not to be regarded as placing any person in breach of 4 contract or confidence or as otherwise making any 5 person guilty of a civil wrong; 6 (b) are not to be regarded as placing any person in breach 7 of, or as constituting a default under -- 8 (i) any law of the State; or 9 (ii) any principles or rules of common law or equity; 10 or 11 (iii) any provision in any agreement including, but 12 not limited to, any provision prohibiting, 13 restricting or regulating the assignment or 14 transfer of any property or the disclosure of any 15 information; 16 (c) are not to be regarded as fulfilling any condition which 17 allows a person to exercise a right or remedy in respect 18 of, or to terminate, any agreement or obligation; 19 (d) are not to be regarded as giving rise to any remedy for a 20 party to a contract or an instrument or as causing or 21 permitting the termination of any contract or instrument 22 because of a change in the beneficial or legal ownership 23 of any property, right or liability; 24 (e) are not to be regarded as causing any contract or 25 instrument to be void or otherwise unenforceable; 26 (f) are not to be regarded as frustrating any contract; 27 (g) do not release any surety or other obligee wholly or in 28 part from any obligation. page 60 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Miscellaneous Part 8 s. 63 1 63. Protection of the Minister, the Authority and others 2 (1) The Minister, the Authority, the Administrator or any person 3 employed or engaged by the Authority (including a person 4 covered by section 11(1)) is not liable for anything done by 5 them, in good faith, in the performance or purported 6 performance of a function under this Act. 7 (2) The State is also relieved of any liability that it might otherwise 8 have had for another person having done anything as described 9 in subsection (1). 10 (3) The protection given by this section applies even though the 11 thing done as described in subsection (1) may have been 12 capable of being done whether or not this Act had been enacted. 13 (4) In this section, a reference to the doing of anything includes a 14 reference to an omission to do anything. 15 64. Protection of ICWA and others connected with it 16 (1) In this section -- 17 protected act, in relation to a person to whom this section 18 applies, means anything done or omitted to be done, or 19 purportedly done or omitted to be done, by the person in 20 connection with -- 21 (a) the conduct of the Bell Litigation; or 22 (b) the negotiation or execution of any agreement declared 23 void by section 26; or 24 (c) the liquidation of any WA Bell Company; or 25 (d) the settlement of the Bell litigation; or 26 (e) preparing the Bill for this Act or recommending its 27 introduction into the Parliament. 28 (2) This section applies to ICWA and to any person who is, or has 29 at any time been -- 30 (a) the managing director of ICWA; page 61 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 8 Miscellaneous s. 65 1 (b) a member of the board of Commissioners; 2 (c) an officer or employee of ICWA; 3 (d) an agent, custodian, broker or attorney appointed or 4 engaged by ICWA; 5 (e) a person engaged under the Insurance Commission of 6 Western Australia Act 1986 section 12(4). 7 (3) Each person to whom this section applies is released and 8 discharged from any claim, demand or proceeding of any nature 9 whatsoever by a person, other than ICWA or the State, under 10 any law of the State or any principles or rules of common law or 11 equity, arising out of or relating to a protected act. 12 (4) Except as provided by subsection (5), subsection (3) does not 13 operate to release or discharge any liability of a person to ICWA 14 or the State for breach of -- 15 (a) the Insurance Commission of Western Australia 16 Act 1986; or 17 (b) the Statutory Corporations (Liability of Directors) 18 Act 1996; or 19 (c) the Public Sector Management Act 1994. 20 (5) Subsection (4) does not apply to conduct covered by 21 paragraphs (d) and (e) of the definition of protected act in 22 subsection (1). 23 65. Protection for compliance with the Act 24 (1) No civil or criminal liability attaches to a person for 25 compliance, or purported compliance, in good faith, with a 26 requirement of or under this Act. 27 (2) In particular, if a person produces a record or other information 28 as required under this Act, no civil liability attaches to the 29 person for producing the record or information, whether the 30 liability would arise under a contract or otherwise. page 62 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Miscellaneous Part 8 s. 66 1 66. Act not to give rise to liability against the State, Authority or 2 Administrator 3 (1) In this section -- 4 officer of the State includes -- 5 (a) an employee as defined in the Public Sector 6 Management Act 1994 section 3(1); and 7 (b) an individual who is or was an agent or contractor of the 8 State; 9 the State includes any State authority or officer of the State, and 10 also includes -- 11 (a) the Crown in right of the State; and 12 (b) the Government of the State; and 13 (c) a Minister of the Crown in right of the State; and 14 (d) a statutory corporation, or other body, representing the 15 Crown in right of the State. 16 (2) The State, the Authority and the Administrator are not liable to 17 any action, liability or demand arising from -- 18 (a) the enactment, commencement or operation of this Act 19 or the making, commencement or operation of any 20 subsidiary legislation made under this Act; or 21 (b) the transfer of property to, and the vesting of property 22 in, the Authority by section 22; or 23 (c) the affecting by this Act of a liability; or 24 (d) the doing of, or omitting to do, any other act, matter or 25 thing under, or for the purposes of, this Act. 26 67. Stay of proceedings 27 (1) On and from the transfer day a person cannot begin or continue 28 proceedings in a court with respect to property that was, 29 immediately before that day, property of a WA Bell Company 30 except with the leave of the Court and in accordance with the 31 terms, if any, that it imposes. page 63 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 8 Miscellaneous s. 68 1 (2) To the extent to which a right to make a taxation objection, or a 2 right or capacity to seek the review of, or to appeal against, a 3 decision of the Commissioner in relation to a taxation objection, 4 is property of the company, subsection (1) does not apply to the 5 right or capacity. 6 (3) Words and expressions used in subsection (2) and also in the 7 Taxation Administration Act 1953 (Commonwealth) Part IVC 8 have the same meanings in that subsection as they have in that 9 Part. 10 68. No appeal or review 11 (1) Any decision made, or other thing done, by the Governor, the 12 Minister, the Authority or the Administrator under or for the 13 purposes of this Act -- 14 (a) is final and conclusive; and 15 (b) must not be challenged, appealed against, reviewed, 16 quashed or called into question in any court; and 17 (c) is not subject to review or remedy by way of 18 prohibition, mandamus, injunction, declaration or 19 certiorari, or a remedy having the same effect as a 20 remedy that could be provided by means of such a writ, 21 in any court on any account. 22 (2) Nothing in this Act requires the Governor, the Minister, the 23 Authority or the Administrator to perform a function, or 24 exercise a power, in a particular way in any particular 25 circumstance. 26 (3) The rules known as the rules of natural justice (including any 27 duty of procedural fairness) do not apply to, or in relation to, the 28 doing or omitting to do, or the purported doing of or omitting to 29 do, any act, matter or thing under Part 3 or 4 by, or by any 30 person on behalf of -- 31 (a) the Governor; or 32 (b) the Minister; or page 64 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Miscellaneous Part 8 s. 69 1 (c) the Authority; or 2 (d) the Administrator. 3 (4) Nothing in subsections (1) to (3) affects the jurisdiction of the 4 Court to grant relief for jurisdictional error. 5 69. Conduct of inquiry 6 The Authority, when inquiring into a matter which it is to 7 determine or recommend under this Act -- 8 (a) is to act with as little formality as possible; and 9 (b) is not bound by the rules of evidence and may inform 10 itself on any matter in any manner it considers 11 appropriate; and 12 (c) may receive written or oral submissions as it considers 13 appropriate. 14 70. Judicial notice 15 All courts, judges and persons acting judicially must take 16 judicial notice of the official signature of every person who is 17 for the time being, and every person who has at any time been, 18 the Administrator and of the fact that the person holds or has 19 held that office. 20 71. Freedom of Information Act 1992 21 The Freedom of Information Act 1992 has effect as if the 22 Authority were mentioned in Schedule 2 to that Act. 23 72. Power to obtain opinion 24 (1) The Authority is entitled to submit to the State Solicitor a 25 question concerning the functions or powers of the Authority. 26 (2) The State Solicitor must give the Authority a written opinion on 27 a question submitted under subsection (1). page 65 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Part 8 Miscellaneous s. 73 1 73. Constructive notice of contents of document 2 A person to whom the Authority or the Administrator gives a 3 notice or other document under this Act is taken to know its 4 contents from the time it is given to the person. 5 74. Translation of documents 6 A requirement imposed under this Act to give a document is, in 7 the case of a document that is not in the English language, taken 8 to include a requirement that a translation of the document be 9 given at the same time. 10 75. Service of documents 11 A document required or permitted by or under this Act to be 12 given to a person may -- 13 (a) be given in any of the ways provided for by the 14 Interpretation Act 1984 section 75 or 76; or 15 (b) by electronic means of communication approved by the 16 person to whom the document is to be given. 17 76. Approved forms 18 (1) The Administrator may approve forms for use under this Act. 19 (2) An approved form may require information provided in the 20 form to be verified by statutory declaration. 21 77. Regulations 22 (1) The Governor may make regulations prescribing all matters that 23 are required or permitted by this Act to be prescribed or are 24 necessary or convenient to be prescribed for giving effect to this 25 Act. 26 (2) Without limiting subsection (1), regulations may be made as to 27 the following -- 28 (a) applications under this Act; 29 (b) records to be kept in relation to matters under this Act; page 66 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Miscellaneous Part 8 s. 78 1 (c) the giving of notices or other documents under this Act; 2 (d) fees or charges payable in relation to any matter under 3 this Act; 4 (e) imposing additional fees for the late giving of 5 documents; 6 (f) providing that a contravention of a regulation is an 7 offence and providing for a penalty not exceeding a fine 8 of $2 500. 9 78. Expiry of Act 10 This Act expires at the end of the 6 years beginning on the day 11 on which the Governor makes the determination under 12 section 37(2). page 67 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Schedule 1 The WA Bell Companies 1 Schedule 1 -- The WA Bell Companies 2 [s. 3(1)] 3 1. Albany Broadcasters Limited ACN 008 674 600 (In Liquidation) 4 2. Ambassador Nominees Pty Ltd ACN 009 105 800 (In Liquidation) 5 3. Belcap Enterprises Pty Ltd ACN 009 264 537 (In Liquidation) 6 3A. Belcap Nominees Pty Ltd ACN 009 265 178 (Deregistered) 7 4. Belcap Portfolio Pty Ltd ACN 009 265 169 (Deregistered) 8 5. Bell Bros. Holdings Ltd ACN 008 695 056 (In Liquidation) 9 6. Bell Bros. Pty Ltd ACN 008 672 375 (In Liquidation) 10 7. Bell Equity Management Limited ACN 009 210 208 (In Liquidation) 11 8. Bell Group Finance Pty Ltd ACN 009 165 182 (In Liquidation) 12 9. Bell Properties Pty Ltd ACN 008 675 625 (Deregistered) 13 10. Bell Publishing Group Pty Ltd ACN 008 704 452 (In Liquidation) 14 10A. B. P. T. Pty Ltd ACN 009 190 292 (Deregistered) 15 11. Dolfinne Pty Ltd ACN 009 134 516 (In Liquidation) 16 12. Dolfinne Securities Pty Ltd ACN 009 218 142 (In Liquidation) 17 13. Godine Enterprises Pty Ltd ACN 009 237 316 (Deregistered) 18 14. Godine Finance Pty Ltd ACN 009 237 325 (Deregistered) 19 15. Group Color (W.A.) Pty Ltd ACN 008 687 769 (Deregistered) 20 16. Harlesden Finance Pty Ltd ACN 009 227 561 (In Liquidation) 21 17. Harlesden Pty Ltd ACN 008 773 411 (Deregistered) 22 18. H.J.W. Engineering Pty Ltd ACN 008 975 746 (Deregistered) 23 19. Industrial Securities Pty Ltd ACN 008 728 792 (In Liquidation) 24 20. Maranoa Developments Pty Ltd ACN 009 244 900 (Deregistered) 25 21. Maranoa Holdings Pty Ltd ACN 009 244 893 (Deregistered) 26 22. Neoma Investments Pty Ltd ACN 009 234 842 (In Liquidation) 27 23. Option Securities Limited ACN 008 737 291 (Deregistered) page 68 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 The WA Bell Companies Schedule 1 1 24. TBGL Enterprises Ltd ACN 008 669 216 (In Liquidation) 2 24A. TBGL Securities Pty Ltd ACN 008 713 513 (Deregistered) 3 25. The Bell Group Ltd ACN 008 666 993 (In Liquidation) 4 26. Wanstead Finance Pty Ltd ACN 009 227 570 (Deregistered) 5 27. Wanstead Pty Ltd ACN 008 775 120 (In Liquidation) 6 28. Wanstead Securities Pty Ltd ACN 009 218 160 (In Liquidation) 7 29. WAON Investments Pty Ltd ACN 008 937 166 (In Liquidation) 8 30. Wigmores Air Services Pty Ltd ACN 008 742 863 (Deregistered) 9 31. Wigmores Finance Pty Ltd ACN 008 679 230 (Deregistered) 10 32. Wigmores Tractors Pty Ltd ACN 008 679 221 (In Liquidation) page 69 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Schedule 2 The Bell litigation 1 Schedule 2 -- The Bell litigation 2 [s. 3(1)] 3 The Main proceedings comprising: 4 Proceeding No. CIV 1464 of 2000 in the Supreme Court of Western Australia, 5 and includes the Applications by Gentra Ltd (formerly Royal Trust Bank) dated 6 25 August 2011 and amended application dated 4 November 2011 filed by the 7 Gentra Judgment Creditors, and the application dated 21 October 2011 filed by 8 Gentra Ltd. 9 The proceeding commenced in the Court of Appeal of the Supreme Court of 10 Western Australia (Proceeding No. CACV 52 of 2009), and includes all 11 cross-appeals and notices of contention filed in that proceeding. 12 High Court proceeding No. P18 of 2013, commenced by Notice of Appeal filed 13 on 27 March 2013, and includes the Notice of Cross-Appeal and Notice of 14 Contention filed on 9 April 2013. 15 The related proceedings comprising: 16 Foreign proceedings: CH 1995 B No. 7955 Proceedings in the High Court of Justice of England and Wales similar to the First Instance Proceeding. CH 4771 of 1995 Proceedings in the High Court of Justice of England and Wales -- application for the production of documents and related relief. CH 4772 of 1995 Proceedings in the High Court of Justice of England and Wales -- application for the production of documents and related relief. Helsinki District Court Proof of debt in liquidation of Skopbank. Dnro 99/2515 page 70 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 The Bell litigation Schedule 2 1 Supreme Court of Western Australia proceedings: CIV 2285 of 1995 Allegation of negligence against Coopers & Lybrand in relation to 1989/1990 audit of BGNV. CIV 2287 of 1995 Claim for breach of directors duties. CIV 2301 of 1995 Claim for breach of directors duties. COR 206 of 1995 Application for leave to extend time for appeal against admission of Australian Consolidated Investments Ltd's proof of debt in BGF liquidation. COR 218 of 1995 Application under Corporations Law s. 1321 appealing decision to partially accept Australian Consolidated Investments Ltd's proof of debt in BGF liquidation. CIV 1863 of 1996 Application by BGNV against the defendant banks, in CIV 1464 of 2000, under the Property Law Act 1969 section 89. COR 162 of 1996 Application for extension of time. COR 253 of 1996 Appeal against partial admission of Australian Consolidated Investments Ltd's proof of debt in BGF liquidation. COR 254 of 1996 Appeal against admission of Australian Consolidated Investments Ltd and Bell Resources Ltd proofs of debt in BGF liquidation. COR 255 of 1996 Appeal against partial admission of Australian Consolidated Investments Ltd and Bell Resources Ltd proof of debt in TBGL liquidation. page 71 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Schedule 2 The Bell litigation COR 256 of 1996 Appeal against partial admission of Godine Pty Ltd proof of debt in TBGL liquidation. COR 257 of 1996, Appeal against admission of JN Taylor Holdings FUL 185 of 1997 and Limited (In Liquidation) ACN 007 600 339 P59 of 1998 proof of debt in TBGL liquidation. CIV 2061 of 1996 Proceedings relating to the TBGL Inter-Creditor Agreement. COR 358 of 1997 Application under the Corporations Law s. 596B for examination and production of books by Aspinall, Mitchell and Simpson. COR 37 of 1998 Application under the Corporations Law s. 596B for examination of bank officers and former bank officers. COR 127 of 2000 Application for the examination of Totterdell, Lonergan and Watson of PWC. CIV 1320 of 2001 Proceedings relating to the TBGL Inter-Creditor Agreement. CIV 1126 of 2002 Proceedings relating to the Western Interstate Assignment Agreement. 1 Any counterclaim, appeal, cross-appeal, notice of contention or interlocutory or 2 other application filed in relation to any such proceeding. 3 page 72 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Defined terms page 73 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Defined Terms Defined terms [This is a list of terms defined and the provisions where they are defined. The list is not part of the law.] Defined term Provision(s) ADI .................................................................................................................. 3(1) Administrator ................................................................................................... 3(1) agreement ......................................................................................................... 3(1) ASIC ................................................................................................................ 3(1) Authority .......................................................................................................... 3(1) Bell group of companies ....................................................................................... 4 Bell Group Subsidiary Indemnity Agreements ................................................ 3(1) Bell litigation ................................................................................................... 3(1) Bell litigation funds .............................................................................................. 4 BGF ................................................................................................................. 3(1) BGF AFI .......................................................................................................... 3(1) BGF Trust Deed ............................................................................................... 3(1) BGNV .............................................................................................................. 3(1) BGNV Indemnity ............................................................................................. 3(1) BGNV Trust Deeds .......................................................................................... 3(1) BGUK Liquidator's Indemnity Agreements .................................................... 3(1) body corporate ................................................................................................. 3(1) books ................................................................................................................ 3(1) company ........................................................................................................... 3(1) conceal ........................................................................................................... 50(1) confidential information................................................................................. 54(1) corporation ....................................................................................................... 3(1) Corporations Act .............................................................................................. 3(1) Corporations legislation ...................................................................................... 44 Court ................................................................................................................ 3(1) creditor ............................................................................................................. 3(1) daily newspaper ............................................................................................... 3(1) director, ............................................................................................................ 3(1) draft report ..................................................................................................... 32(2) engage in conduct .......................................................................................... 57(1) excluded Corporations legislation provision ....................................................... 44 financial records............................................................................................... 3(1) Fund ................................................................................................................. 3(1) Gentra Indemnity ............................................................................................. 3(1) ICWA ............................................................................................................... 3(1) Indemnity and Distribution Agreement ........................................................... 3(1) interest...................................................................................................28A(2), (3) LDTC ............................................................................................................... 3(1) LDTC (BGF) ................................................................................................... 3(1) LDTC (TBGL) ................................................................................................. 3(1) page 74 Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Bill 2015 Defined Terms liability ............................................................................................................. 3(1) liquidator .......................................................................................................... 3(1)
iquidators' Indemnity Agreement .................................................................. 3(1) Main Proceeding Indemnity Agreements......................................................... 3(1) malice ............................................................................................................. 61(2) offence provision ........................................................................................... 60(1) officer ............................................................................................................... 3(1) officer of the State.......................................................................................... 66(1) principal ......................................................................................................... 57(6) property ............................................................................................................ 3(1) protected act ................................................................................................... 64(1) PTICA .............................................................................................................. 3(1) records.............................................................................................................. 3(1) reinstated WA Bell Company .......................................................................... 3(1) related body corporate ..................................................................................... 3(1) relevant official .............................................................................................. 28(1) relevant property ............................................................................................ 28(1) right .................................................................................................................. 3(1) scheme ........................................................................................................... 48(1) state of mind .................................................................................................. 57(1) subsidiary ......................................................................................................... 3(1) TBGL ............................................................................................................... 3(1) TBGL AFI ....................................................................................................... 3(1) TBGL Inter-Creditor Agreement ..................................................................... 3(1) TBGL Trust Deed ............................................................................................ 3(1) the State ......................................................................................................... 66(1) transfer day ...................................................................................................... 3(1) Trust Deed Indemnity Agreements .................................................................. 3(1) WA Bell Company........................................................................................... 3(1) Western Interstate ............................................................................................ 3(1) Western Interstate Assignment Agreement ...................................................... 3(1) Western Interstate Indemnity Agreement ........................................................ 3(1) Western Interstate Inter-Creditor Agreement................................................... 3(1)
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