Central Queensland Coal Associates Agreement and Queensland Coal Trust Act 1984

An Act with respect to the authorisation of an agreement to be entered into for and on behalf of the State with others amending the agreement made and subsequently amended pursuant to the Central Queensland Coal Associates Agreement Act 1968, to provide with respect to the acquisition or transfer of or dealing in units in Queensland Coal Trust and for related purposes

1Short title

This Act may be cited as the Central Queensland Coal Associates Agreement and Queensland Coal Trust Act 1984.

5Making of agreement authorised

(1)The Premier is hereby authorised to make, for and on behalf of the State, with the other parties named in the agreement, an agreement substantially in accordance with the form of agreement set out in the schedule 1.

(2)The agreement made pursuant to the authority conferred by this section is in this part referred to as the agreement.

6Executed agreement to have the force of law

(1)Upon the making of the agreement the provisions thereof shall have the force of law as if they were an enactment of this Act.

(2)The date of the making of the agreement shall be notified by proclamation.

7Interpretation

For the purposes of this part—

Court means the Supreme Court or a judge thereof.

s 7 def court ins 1988 No. 38 s 5 (a)

manager means the manager for the time being appointed pursuant to the trust deed.

s 7 def manager ins 1988 No. 38 s 5 (b)

Queensland Coal Trust means the trusts constituted by the trust deed and to be styled ‘Queensland Coal Trust’.

reconstruction provisions means the provisions of the trust deed as amended by amendments to the trust deed taken to have been validly made by the operation of section 10A.

s 7 def reconstruction provisions ins 1988 No. 38 s 5 (c)

statutory body means any authority, board, commission, trust or other body, howsoever called, and any corporation sole which—

(a)is constituted by or under any Act; and

(b)by or pursuant to the Act by or under which it is constituted, is required to discharge functions or duties or is authorised to exercise powers or authorities.

trust deed means the deed of trust made 12 January 1984 between—

(a)Hill Samuel Australia Limited a company duly incorporated in the State of New South Wales and having its registered office at 26th Floor, 20 Bond Street, Sydney in the State of New South Wales;

(b)QCT Management Limited a company duly incorporated in the State of Queensland and having its registered office at 17th Floor, T & G Building, Queen and Albert Streets, Brisbane in the State of Queensland;

(c)Permanent Trustee Company Limited a company duly incorporated in the State of New South Wales and having its registered office at 23-25 O’Connell Street, Sydney in the State of New South Wales;

which deed, on 17 January 1984, has been approved pursuant to the Companies (Queensland) Code, section 166.

trustee means the trustee for the time being of the trusts constituted by the trust deed and includes any person acting as trustee.

unit means one of the divisional interests or parts into which the beneficial interest in the cash and investments and other property for the time being held by the trustee upon the trusts of the trust deed is divided, as is provided for in the trust deed or that deed as duly amended from time to time, and includes both a fully paid unit and a partly paid unit.

8Dealing in units exempt in certain cases from requirement for consent or approval

Where by reason of the trustee holding (whether directly or in the name of custodians or nominees) property of a particular description or an authority relating to property of a particular description the consent or approval of a Minister, statutory body, local government or other person would but for this section be required in respect of the acquisition, transfer or other dealing (including dealing for the purposes of any arrangement under the reconstruction provisions) affecting a unit by the provisions of any Act (other than this Act) or instrument made, issued or granted under an Act then notwithstanding those provisions that consent or approval shall not be required in respect of such an acquisition, transfer or other dealing.

s 8 amd 1988 No. 38 s 6

9Restriction on certain acquisitions of units

(1)A person shall not except with the consent of the Governor in Council first had and obtained acquire within the meaning of the trust deed any unit or units if—

(a)being a person who is not entitled to any units or is entitled to less than 20% of the units—the person would, immediately after the acquisition, be entitled to more than 20% of the units; or

(b)being a person who is entitled to not less than 20% but less than 90% of the units—the person would, immediately after the acquisition, be entitled to a greater percentage of the number of units than the percentage to which that person was entitled immediately before the acquisition.

(2)If a person acquires within the meaning of the trust deed any unit or units in contravention of subsection (1) and the Governor in Council has not approved of the acquisition at any time prior to the giving of the notice referred to in this subsection the Minister may with the authority of the Governor in Council first had and obtained, by signed notice, direct the manager at the material time of the trust to give effect to clauses 5A.8 to 5A.9.5 of the trust deed, with respect to that unit or those units or to such of those clauses as is appropriate in the circumstances as if the acquisition were one which caused an infringement or contravention of clause 5A.1 of the trust deed, and the manager is hereby empowered so to do.

(3)Upon receipt by the manager of a notice given by the Minister under subsection (2), the manager of the trust shall comply with the notice in all respects.

(4)Nothing in this section shall render the manager of the trust or any trustee liable or responsible by reason of any person acquiring units in contravention of this section.

(5)For the purposes of this section, where each of 2 or more persons who are associated persons within the meaning of part 5A of the trust deed has acquired within the meaning of the trust deed units each of those persons shall be deemed to have acquired the whole number of those units.

(6)Where a person has acquired within the meaning of the trust deed units in contravention of subsection (1), the person shall not be entitled to avoid any transaction whereby the person acquired the units nor to claim any refund of or otherwise to recover moneys paid under the transaction.

(7)For the purposes of this section the units to which a person is entitled shall be determined in accordance with clause 5A.5.3 of the trust deed.

10Powers and duties of manager of trust regarding compliance with s 9(1)

(1)The manager at the material time of the trust, before or after the manager allots units to any person or registers a transfer or transmission of units, may inquire of the person registered or about to be registered as the holder whether the acquisition by that person of the units is in accordance with section 9(1) and that person shall answer the inquiry in writing.

(2)If the manager at the material time believes or suspects that the acquisition by a person of units is or was in contravention of section 9(1) the manager shall inquire of the person as provided in subsection (1).

(3)Where the manager at the material time of the trust believes or suspects on reasonable grounds that an acquisition of units is or was in contravention of section 9(1) the manager shall, in writing, notify the Minister of that fact and of the particulars on which his or her belief or suspicion is founded.

10AAmendment of trust deed to provide for certain reconstruction

(1)Notwithstanding any other law, upon amendments to the trust deed substantially in accordance with the form of amendments set out in schedule 3 being approved by special resolution of unit holders as amendments to the trust deed and the execution by the trustee and the manager of a deed supplemental to the trust deed to make the amendments so approved, the trust deed shall be taken to have been validly amended accordingly.

(2)The reconstruction provisions and the date of approval thereof as amendments to the trust deed shall be published by notification in the gazette.

(3)For the purposes of subsection (1)—

special resolution has the same meaning as it has in the trust deed.

s 10A ins 1988 No. 38 s 7

10BSection 9 not to apply to reconstruction

Any arrangement proposed by the manager, and approved in accordance with the terms of the reconstruction provisions, shall be binding and shall have and be given full force and effect on and by the trustee, the manager and all persons registered or entitled to be registered as holders of units notwithstanding the provisions of sections 9 and 10 or any provision of the trust deed.

s 10B ins 1988 No. 38 s 7

10CCourt’s powers

(1)After publication of the reconstruction provisions and the date of approval thereof pursuant to the provisions of section 10A, the Court may, upon application made to it for that purpose, make orders for—

(a)the convening of a meeting or meetings to consider a proposed arrangement;

(b)the approval by it of a proposed arrangement;

as provided for by, and in accordance with, the reconstruction provisions and such further or other orders ancillary thereto as it thinks fit.

(2)Upon the approval of a proposed arrangement in accordance with the terms of the reconstruction provisions, the Court may, upon application made to it for that purpose, make such orders as are necessary to ensure that the arrangement is fully and effectively carried out which may include orders for—

(a)the issue and allotment of shares in a company in substitution for units issued pursuant to the trust deed;

(b)the cancellation of units in substitution for which shares are so issued and allotted;

(c)the issue and allotment of units pursuant to the trust deed to a company in which shares are or are to be so issued and allotted in substitution for units;

(d)the provision to be made for persons who within such time and in such manner as the Court directs, dissent from the arrangement.

s 10C ins 1988 No. 38 s 8

10DStamp duty regarding reconstruction

(1)Where an arrangement is given full force and effect pursuant to section 10B; the company which pursuant thereto is to have units in the Queensland Coal Trust issued to it shall, on the first issue or cancellation of a unit pursuant to that arrangement, pay to the consolidated fund an amount determined by the Governor in Council (on the recommendation of the Treasurer) which amount shall be a debt due and owing to the Crown.

(2)The amount paid pursuant to subsection (1), shall be deemed to be a payment of duty for the purposes of the Stamp Act 1894, section 56B or the Duties Act 2001, chapter 2, part 8, and an offset of that amount of duty shall be allowed against duty chargeable or imposed under that Act in respect of the issue of units to the company or the cancellation of units by the unitholders pursuant to the arrangement referred to in subsection (1).

s 10D ins 1988 No. 38 s 8

amd 2001 No. 71 s 551 sch 1

11Certain provisions of Harbours Act 1955 not to apply

(1)Notwithstanding the provisions of the Harbours Act 1955, each agreement substantially in accordance with the form of and made between the parties named in the agreement set out in schedule 2, part A, B, C or, as the case may be, D shall for the purposes of that Act be deemed to have the approval of the Governor in Council by order in council and the provisions of section 136A(4) and (5) of that Act shall not apply in respect of that agreement.

(2)The Gladstone Harbour Board shall cause notification of the date of the making of each agreement to be published in the gazette.

12Interpretation

For the purposes of this part—

holder means holder of an interest as a tenant in common in the special lease.

special lease means special lease No. 43090 over portions 87 and 102 in the parish of Hector, county of Carlisle, granted under the Land Act 1962, section 203(a), the Harbours Act 1955 and the Central Queensland Coal Associates Agreement Act 1968, part 5 as a site for plant or facilities for the storage, handling, unloading and loading of coal.

13Power to grant mortgages of interest in special lease

(1)Notwithstanding the provisions of the Land Act 1962, a holder may execute a memorandum of mortgage over the holder’s interest as a tenant in common in the special lease in the form prescribed under that Act or to the like effect and the execution of that mortgage shall not be a breach of the conditions of the special lease by reason only that the mortgage is not over the whole of the holding.

(2)Subject to subsection (3), the provisions of the Land Act 1962 that apply in respect of a mortgage of a special lease granted under that Act shall apply in respect of a mortgage granted pursuant to subsection (1) and for that purpose references in those provisions to ‘holdings’ shall be construed as references to ‘interest as a tenant in common in the special lease’.

(3)In relation to a mortgage granted pursuant to subsection (1), the rights of a mortgagee to enter and take possession under the Land Act 1994 shall not be construed as conferring on the mortgagee under the mortgage any greater right than those of the holder.

s 13 amd 1994 No. 81 s 527 sch 5

section 5

Editor’s note—

Consistent with the provisions of the Act, this schedule only contains the proposed agreement authorised to be entered into by the Act as originally enacted. It does not purport to be either the agreement actually entered into or that agreement as amended from time to time.

section 11

section 10A

sch 3 ins 1988 No. 38 s 9

amd 1989 No. 103 s 3 sch