British & Irish Steam Packet Company Limited (Acquisition) Act, 1965

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Number 5 of 1965.

BRITISH & IRISH STEAM PACKET COMPANY LIMITED (ACQUISITION) ACT, 1965

ARRANGEMENT OF SECTIONS

SCHEDULE

Number 5 of 1965.

BRITISH & IRISH STEAM PACKET COMPANY LIMITED (ACQUISITION) ACT, 1965

AN ACT TO APPROVE OF AN AGREEMENT BETWEEN THE MINISTER FOR FINANCE, THE MINISTER FOR TRANSPORT AND POWER AND COAST LINES LIMITED FOR THE PURCHASE BY THE MINISTER FOR FINANCE ON BEHALF OF THE GOVERNMENT OF ALL THE ISSUED SHARES OF THE BRITISH & IRISH STEAM PACKET COMPANY LIMITED, TO PROVIDE FOR THE CARRYING OUT BY THE MINISTER FOR FINANCE AND THE MINISTER FOR TRANSPORT AND POWER OF THE PROVISIONS TO BE PERFORMED BY THEM OF THE SAID AGREEMENT AND TO PROVIDE FOR MATTERS ARISING OUT OF OR CONSEQUENTIAL ON THE MATTERS AFORESAID. [18th March, 1965]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:—

Definitions.

1.—In this Act—

“the agreement” means the agreement a copy of which is set out in the Schedule to this Act;

“the Company” means the British & Irish Steam Packet Company Limited;

“the Minister” means the Minister for Transport and Power.

Approval of agreement and carrying out of its provisions.

2.—The agreement is hereby approved of and the Minister for Finance and the Minister may carry out the agreement so far as the provisions thereof are to be performed by them.

Provision of money for payments under the Act out of the Central Fund.

3.—(1) All moneys required by the Minister for Finance for the purchase, pursuant to the agreement, of the issued ordinary shares of the Company and for the payment of interest (which may be paid by the Minister for Finance to Coast Lines Limited in respect of the purchase moneys payable by the Minister for Finance to that Company under the agreement for the shares aforesaid to such extent and at such rate as that Minister may deem appropriate from the 2nd day of February, 1965, to the date on which the purchase moneys aforesaid are paid to Coast Lines Limited) shall be advanced out of the Central Fund or the growing produce thereof.

(2) The Minister for Finance may, for the purpose of providing for the advance of sums out of the Central Fund under this section, borrow on the security of the Central Fund or the growing produce thereof any sums required for that purpose, and for the purposes of such borrowing, he may create and issue securities bearing such rate of interest and subject to such conditions as to repayment, redemption or otherwise as he thinks fit, and shall pay all moneys so borrowed into the Exchequer.

(3) The principal of and interest on all securities issued under this section and the expenses incurred in connection with the issue of such securities shall be charged on and payable out of the Central Fund or the growing produce thereof.

Holding by Minister for Finance of shares of Company.

4.—(1) The Minister for Finance may hold for so long as he thinks fit the shares of the Company acquired by him under this Act and, after consultation with the Minister, may, as and when he thinks fit, sell or otherwise dispose of all or any of such shares.

(2) The net proceeds of a sale by the Minister for Finance of shares of the Company shall be paid into or disposed of for the benefit of the Exchequer.

Exercise by Minister for Finance of right or power exercisable by holder of shares of Company.

5.—The Minister for Finance may exercise in respect of the shares of the Company held by him all the rights and powers of a holder of such shares and, where a right or power is exercisable by attorney, exercise it by his attorney.

Payment of dividends, etc., into Exchequer.

6.—All dividends and other moneys received by the Minister for Finance in respect of shares of the Company shall be paid into or disposed of for the benefit of the Exchequer.

Restriction on issue of shares of Company.

7.—Shares of the Company shall not be issued by the Company without the consent of the Minister for Finance given after consultation with the Minister.

Directors of Company.

8.—(1) The number of directors of the Company shall be such number not exceeding seven as the Minister may, with the consent of the Minister for Finance, from time to time determine and they shall be appointed by (but only by) the Minister in writing with the consent of the Minister for Finance.

(2) A director of the Company shall hold office for such term as the Minister may, with the consent of the Minister for Finance, specify in the document of his appointment.

(3) A director of the Company may be re-appointed a director.

(4) The Minister may, with the consent of the Minister for Finance, remove a director of the Company from office at any time.

(5) The remuneration of directors of the Company shall be determined from time to time by the Minister with the consent of the Minister for Finance.

(6) It shall not be necessary for a director of the Company to hold any shares of the Company.

(7) (a) Each director of the Company who was appointed pursuant to the agreement shall, upon the commencement of this paragraph, be deemed to have vacated his office as director and shall be re-appointed to such office under and subject to the provisions of this section.

(b) Paragraph (a) of this subsection shall come into operation on the 1st day of April, 1965.

(8) The quorum for a meeting of the directors of the Company shall be—

(a) in case there are seven directors, three,

(b) in case there are less than seven directors, two.

Chairman of board of directors of Company.

9.—(1) There shall be a chairman of the board of directors of the Company who shall be appointed from time to time by (but only by) the Minister with the consent of the Minister for Finance.

(2) The chairman aforesaid shall hold office for such term and upon such terms and conditions (including terms and conditions relating to superannuation benefits) as the Minister may, with the consent of the Minister for Finance, from time to time determine.

(3) The Minister may, with the consent of the Minister for Finance, remove the chairman aforesaid from office at any time.

Managing director of Company.

10.—(1) A managing director of the Company may, if the Minister so thinks fit, be appointed from time to time from amongst the directors by (but only by) that Minister with the consent of the Minister for Finance.

(2) A managing director of the Company shall hold office for such term and upon such terms and conditions (including terms and conditions relating to superannuation benefits) as may be determined by the Minister with the consent of the Minister for Finance.

(3) The Minister may, with the consent of the Minister for Finance, remove a managing director of the Company from office at any time.

Obligation to furnish balance sheets, etc., to Minister.

11.—(1) The Company shall as soon as may be after the end of every accounting year furnish to the Minister—

(a) a balance sheet as at the end of such accounting year duly audited by the auditor of the Company;

(b) a profit and loss account for the same accounting year similarly audited; and

(c) the report of the directors to the shareholders for such accounting year.

(2) The balance sheet and profit and loss account and report furnished to the Minister pursuant to subsection (1) of this section shall be laid by him before each House of the Oireachtas as soon as may be after such balance sheet, profit and loss account and report are so furnished to him.

(3) The Company shall, if so required by the Minister, furnish to him such information as he may require in respect of any balance sheet, profit and loss account or report, or in relation to the policy and operations of the Company.

Appointment of Auditor.

12.—The appointment by the Company of an auditor to the Company shall be subject to the approval of the Minister.

Membership of either House of the Oireachtas by directors, officers and servants of Company.

13.—(1) Where a director of the Company is nominated either as a candidate for election to either House of the Oireachtas or as a member of Seanad Éireann, he shall thereupon cease to be a director of the Company.

(2) Where a person who is either an officer or a servant in the employment of the Company becomes a member of either House of the Oireachtas—

(a) he shall, during the period commencing upon his becoming entitled under the Standing Orders of that House to sit therein and ending either when he ceases to be a member of that House or, if it should sooner happen, upon his resignation or retirement from such employment by the Company, stand seconded from such employment,

(b) he shall not be paid by, or entitled to receive from the Company any salary or wages, as the case may be, in respect of that period.

(3) If a person who is or was an officer or servant of the Company becomes entitled to a pension under the Ministerial and Parliamentary Offices Acts, 1938 to 1960, he shall not be entitled to reckon the whole or any part of his period of pensionable service, within the meaning of those Acts, for any superannuation benefits payable under a scheme made by the Company for the payment of superannuation benefits to or in respect of the officers or servants of the Company.

(4) A person who is for the time being entitled under the Standing Orders of either House of the Oireachtas to sit therein shall, while so entitled, be disqualified from becoming a director of the Company or an officer or servant of the Company.

Alteration of memorandum and articles of association of Company.

14.—The Company shall take such steps as may be necessary under the Companies Act, 1963 , to alter the memorandum and articles of association of the Company to make them consistent with this Act.

Restriction on alteration of memorandum and articles of association of Company.

15.—Notwithstanding anything contained in the Companies Act, 1963 , or in the memorandum or articles of association of the Company, an alteration in the said memorandum or articles shall not be valid or effectual unless made with the previous approval of the Minister given with the consent of the Minister for Finance.

Expenses of Minister.

16.—The expenses incurred by the Minister in the administration of this Act shall, to such extent as may be sanctioned by the Minister for Finance, be paid out of moneys provided by the Oireachtas.

Short title.

17.—This Act may be cited as the British & Irish Steam Packet Company Limited (Acquisition) Act, 1965.

SCHEDULE

THIS AGREEMENT is made the Second day of February One thousand nine hundred and sixty five BETWEEN COAST LINES LIMITED whose registered office is at Reliance House Water Street Liverpool 2 (hereinafter called “Coast Lines”) of the first part the MINISTER FOR FINANCE of the Government of Ireland (hereinafter called “the Minister for Finance”) of the second part and the MINISTER FOR TRANSPORT AND POWER of the Government of Ireland (hereinafter called “the Minister for Transport and Power”) of the third part

WHEREAS:—

(A) British & Irish Steam Packet Co. Limited (hereinafter called “B & I”) was incorporated on the 22nd day of December 1936 as a Company limited by Shares under the Companies Acts, 1908 to 1917 and at the date hereof has an authorised share capital of £2,000,000 divided into 2,000,000 Ordinary Shares of £1 each of which 1,600,000 Ordinary Shares have been issued and are fully paid

(B) Coast Lines is the beneficial owner of all of the said 1,600,000 issued Ordinary Shares

(C) Coast Lines has agreed to sell and the Minister for Finance (for and on behalf of the Government of Ireland) has agreed to purchase all of the said 1,600,000 issued Ordinary Shares subject to and upon the terms and conditions hereinafter appearing

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED as follows:—

1. COAST LINES shall sell and the Minister for Finance shall purchase as from the 1st day of January 1965 all of the said 1,600,000 issued Ordinary Shares free from all liens charges encumbrances and adverse rights and subject to and upon terms and conditions hereinafter contained

2. THE price payable by the Minister for Finance to Coast Lines for the said Shares shall be the sum of £3,606,922 (subject always to compliance by Coast Lines with its obligations under Clause 4 (c) and (d) below)

3. THE sale and purchase shall be completed on the 15th day of March 1965 or on such other date as the parties may agree at a place to be agreed

4. ON completion of the sale and purchase:—

(a) THE Minister for Finance shall pay the said price to Coast Lines against delivery to the Minister for Finance of the following:—

(i) Duly executed transfers comprising all of the Shares hereby agreed to be sold in favour of the Minister for Finance or persons nominated by the Minister for Finance together with the definitive Certificates relating thereto

(ii) Any power or powers of attorney pursuant to which any such transfers shall have been executed

(b) Coast Lines shall procure that such persons are appointed Directors of B & I as the Minister for Finance (with the agreement of the Minister for Transport and Power) shall nominate and that all of the Directors of B & I, other than those nominated by the Minister for Finance (with the agreement of the Minister for Transport and Power) as aforesaid shall retire forthwith without compensation from the office of Director of B & I and relinquish with effect from the date of such retirement their respective rights under any oral written or implied agreement or contract of employment with B & I

(c) Coast Lines shall repay to B & I the whole amount of any loan then outstanding and owing by Coast Lines to B & I

(d) Coast Lines shall purchase from B & I and pay for and the parties hereto shall procure B & I to sell and transfer to Coast Lines (or as Coast Lines may direct) those assets of B & I which are described in the Schedule to this Agreement (below called “the Excepted Assets”). The price to be paid by Coast Lines for the Excepted Assets shall be the sum of £202,277

(e) Coast Lines shall execute and the parties hereto shall procure B & I to execute an Agency Agreement in the form of the draft which has already been agreed between the parties hereto and has been initialled on their behalf for the purpose of identification (subject to any amendments which may be mutually agreed)

5. AFTER completion of the sale and purchase of the said 1,600,000 Ordinary Shares B & I shall continue to act as agents for the liner services of the Coast Lines Group operating between the United Kingdom and the Republic of Ireland and the parties hereto will procure formal agreements to be executed by the proper parties upon terms to be negotiated in relation to such agencies

6. AS soon as practicable after completion of the sale and purchase of the said 1,600,000 Ordinary Shares the Minister for Finance and the Minister for Transport and Power shall procure that the accounts of B & I for the year ended 31st December 1964 shall be prepared and audited by Stokes Bros. & Pim, Chartered Accountants, the present Auditors of B & I; and that such accounts shall be prepared so far as practicable in the same form and upon the same bases as the audited accounts of B & I for the year ended 31st December 1963. The Minister for Finance and the Minister for Transport and Power shall procure that as soon as possible thereafter B & I shall declare and pay a dividend on its share capital as existing on the 31st December 1964 and that the aggregate amount of such dividend (after deduction of tax) shall be equal to

(i) the aggregate amount of the profit on trading account of B & I for the year ended 31st December 1964 and of the dividends (gross) received by B & I in respect of that year from trade investments and from subsidiaries

after deducting therefrom

(ii) the aggregate amount of depreciation (at similar rates to those used in respect of the year ended 31st December 1963) and of Directors' fees and auditors' remuneration for the year ended 31st December 1964 and of taxation on the profits of that year and of any under-provision of taxation of earlier years

all as shown by the said audited accounts for such year. The sale of the said Shares hereby agreed to be made shall not include the right to receive the said dividend which shall be retained by Coast Lines but the said sale shall otherwise include all rights attached to the said Shares as existing at the opening of business on the 1st day of January 1965

7. PENDING completion of the sale and purchase of the said 1,600,000 Ordinary Shares Coast Lines shall procure that B & I shall not issue or put under option any additional share capital and shall use its best endeavours to procure that B & I shall continue to operate its business in the same manner as heretofore

8. COAST LINES represents and warrants:—

(i) that it is not restricted in any way from entering into this Agreement

(ii) that all property deeds instruments and certificates belonging to B & I are free from all liens charges and encumbrances unless disclosed

IN WITNESS WHEREOF the Common Seal of Coast Lines and the respective official seals of the Minister for Finance and the Minister for Transport and Power have been hereunto affixed

THE SCHEDULE above referred to

The Excepted Assets

1. The whole of the issued share capital of Carrollstown Estates Limited comprising 75,000 Shares of £1 each.

2. The whole of the issued share capital of Ernest Cullen & Sons Limited comprising 34,028 “A” Shares and 5,972 “B” Shares all of £1 each.

3. 9,000 Ordinary Shares of £1 each in Liffey Dockyard Limited.

4. 250 Redeemable £1 Debentures issued by Cork Opera House Limited.

THE COMMON SEAL of COAST LINES LIMITED was affixed hereto in the presence of:—

M. ARNET ROBINSON

Director

I. M. MacLAREN

Secretary