AGL Corporate Conversion Act 2002 (NSW)

AGL Corporate Conversion Act 2002 No 16

An Act to provide for The Australian Gas Light Company to be constituted as a body corporate and to enable it to seek registration as a company under the Corporations Act 2001 of the Commonwealth; to make further provision in respect of shareholding limits in relation to the Company; to repeal and amend consequentially various Acts and other legislation; and for other purposes.

Part 1 Preliminary

1 Name of Act This Act is the AGL Corporate Conversion Act 2002.

2 Commencement This Act commences on the date of assent to this Act.

3 Objects The objects of this Act are as follows— (a) to constitute AGL as a body corporate under the law of New South Wales with a modern corporate structure, (b) to authorise AGL, once incorporated, to apply to be registered as a public company limited by shares under the Corporations Act 2001 of the Commonwealth, (c) to amend the Gas Industry Restructuring Act 1986 to remove the 5% limit on shareholdings in AGL on its registration as a public company and, pending the removal of that limit, to strengthen the provisions relating to the enforcement of that limit.

4 Definitions (1) In this Act— AGL means the company of proprietors known by the name "The Australian Gas Light Company" that was originally established by the Australian Gas Light Company Act 1837. AGL legislation means the legislation referred to in section 15 (1). ASIC means the Australian Securities and Investments Commission. assets means any legal or equitable estate or interest (whether present or future, whether vested or contingent and whether personal or assignable) in real or personal property of any description (including money), and includes securities, choses in action and documents. ASX Listing Rule means a Listing Rule of the Australian Stock Exchange Limited. board or managerial office has the same meaning as it has in section 9 of the Corporations Act 2001 of the Commonwealth. company limited by shares means a body corporate, whose principle, or one of whose principles, is that the liability of its member or members is limited to the amount (if any) unpaid on the shares respectively held by the member or members. compliance certificate means a certificate issued by the Minister under section 32 certifying that the provisions of this Act have been complied with concerning the transfer of corporatised AGL's incorporation to the Corporations Act 2001 of the Commonwealth. constitution means— (a) in relation to AGL, the following— (i) the AGL legislation, (ii) the provisions of the Gas Industry Restructuring Act 1986 relating to AGL as in force at the relevant time before the conversion day, (iii) any by-laws or resolutions relating to AGL made under that legislation or Act, and (b) in relation to corporatised AGL, the constitution of corporatised AGL as in force from time to time, and (c) in relation to registered AGL, the constitution of registered AGL as in force from time to time. conversion day means the day specified by the Minister in a conversion order as the day on which AGL is to be constituted as a body corporate under this Act. conversion order means an order made by the Minister under section 13 specifying a conversion day. conversion resolution—see section 8. Corporations legislation means the Corporations legislation to which Part 1.1A of the Corporations Act 2001 of the Commonwealth applies. corporatised AGL means AGL after it is constituted as a body corporate under this Act. instrument means an instrument (other than this Act or an instrument made under this Act) or any other document that creates, modifies or extinguishes rights or liabilities (or would do so if lodged, filed or registered in accordance with any law), and includes any judgment, order, process or other instrument issued by a court or tribunal.