Government Owned Corporations (QPTC Restructure—Stage 1) Regulation 2007

1Short title

This regulation may be cited as the Government Owned Corporations (QPTC Restructure—Stage 1) Regulation 2007.

2Commencement

Parts 3 and 4 commence on 19 August 2007.

3Purposes

The purposes of this regulation are—

(a)to divest certain assets from, and release certain liabilities of, QPTC, including QPTC’s liabilities owed to certain of its officers and employees; and

(b)to provide for a transition from QPTC to the successor corporations; and

(c)to transfer the assets and liabilities mentioned in paragraph (a) to the successor corporations.

4Dictionary

The dictionary in the schedule defines particular words used in this regulation.

5BBU assets and liabilities and CBU assets and liabilities

(1)This section takes effect immediately after 18 August 2007.

(2)QPTC is—

(a)divested of all BBU and CBU assets; and

(b)released from all BBU and CBU liabilities.

6Successor corporations as successors of QPTC(BBU) and QPTC(CBU)

(1)EEC is the successor in law of QPTC(BBU) in relation to the officers and employees of QPTC(BBU).

(2)EEQ is the successor in law of QPTC(BBU), other than in relation to the officers and employees of QPTC(BBU).

(3)CSE is the successor in law of QPTC(CBU).

(4)Subsections (1) to (3) apply subject to the operation of this regulation.

7Instruments about QPTC

(1)This section applies to an instrument (other than a statutory instrument) in existence immediately before the transfer day.

(2)An instrument applying to QPTC (including under the AUSTA Restructure Regulation, section 7(2) and the AUSTA Wind-up Regulation, section 12(2)) for the purposes of a business unit is to apply to the corresponding successor of the business unit in place of QPTC to the extent that it applies for the purposes of the business unit.

(3)Without limiting subsection (2)—

(a)an instrument to which, immediately before the transfer day, QPTC was (including under the AUSTA Restructure Regulation, section 7(3)(a) and the AUSTA Wind-up Regulation, section 12(3)(a)) a party for the purposes of a business unit is taken to be an instrument to which the business unit’s corresponding successor is a party in the way QPTC was a party for the purposes of the business unit; and

(b)an instrument given (including under the AUSTA Restructure Regulation, section 7(3)(b) and the AUSTA Wind-up Regulation, section 12(3)(b)) to, by or in favour of QPTC for the purposes of a business unit is taken to be an instrument given to, by or in favour of the business unit’s corresponding successor in the way it was given to, by or in favour of QPTC for the purposes of the business unit; and

(c)an instrument in which a reference is made (including under the AUSTA Restructure Regulation, section 7(3)(c) and the AUSTA Wind-up Regulation, section 12(3)(c)) to QPTC for the purposes of a business unit (including, for example, an instrument to which QPTC was a party for the purposes of the business unit) is taken to be an instrument in which the reference is made to the business unit’s corresponding successor in the way the reference was made to QPTC for the purposes of the business unit; and

(d)an instrument under which money is or may become payable (including under the AUSTA Restructure Regulation, section 7(3)(d) and the AUSTA Wind-up Regulation, section 12(3)(d)) to or by QPTC for the purposes of a business unit is taken to be an instrument under which the money is, or may become, payable to or by the business unit’s corresponding successor in the way the money was, or might have become, payable to or by QPTC for the purposes of the business unit; and

(e)an instrument under which property, other than money, is to be or may become liable to be (including under the AUSTA Restructure Regulation, section 7(3)(e) and the AUSTA Wind-up Regulation, section 12(3)(e)) transferred, conveyed or assigned to or by QPTC for the purposes of a business unit is to be, or may become liable to be, transferred, conveyed or assigned to or by the business unit’s corresponding successor in the way the property was to be, or might have become liable to be, transferred, conveyed or assigned to or by QPTC for the purposes of the business unit.

8Officers and employees of QPTC for the purposes of BBU

(1)A person who, immediately before the transfer day, was an officer or employee of QPTC for the purposes of BBU becomes an officer or employee of EEC.

(2)Until the rights of the officer or employee are lawfully changed, the officer or employee continues to be entitled to all existing and accruing rights of employment to which the officer or employee was entitled immediately before becoming an officer or employee of EEC under this section.

(3)To avoid doubt, it is declared that the officer’s, or employee’s, employment by EEC is subject to the rights mentioned in subsection (2).

(4)If, immediately before the transfer day, an officer or employee of QPTC for the purposes of BBU was suspended, the suspension continues and must be dealt with by EEC.

(5)If an officer or employee of QPTC for the purposes of BBU is liable to disciplinary action immediately before the transfer day, the officer or employee continues to be liable to disciplinary action by EEC.

(6)A discipline imposed on an officer or employee of QPTC for the purposes of BBU that is not finished immediately before the transfer day may continue to be imposed by EEC.

9Officers and employees of QPTC for the purposes of CBU

(1)A person who, immediately before the transfer day, was an officer or employee of QPTC for the purposes of CBU becomes an officer or employee of CSE.

(2)Until the rights of the officer or employee are lawfully changed, the officer or employee continues to be entitled to all existing and accruing rights of employment to which the officer or employee was entitled immediately before becoming an officer or employee of CSE under this section.

(3)To avoid doubt, it is declared that the officer’s, or employee’s, employment by CSE is subject to the rights mentioned in subsection (2).

(4)If, immediately before the transfer day, an officer or employee of QPTC for the purposes of CBU was suspended, the suspension continues and must be dealt with by CSE.

(5)If an officer or employee of QPTC for the purposes of CBU is liable to disciplinary action immediately before the transfer day, the officer or employee continues to be liable to disciplinary action by CSE.

(6)A discipline imposed on an officer or employee of QPTC for the purposes of CBU that is not finished immediately before the transfer day may continue to be imposed by CSE.

10Pending legal proceedings

Despite anything else in this part, a proceeding by or against QPTC, whether or not arising out of acts or omissions of QPTC for the purposes of a business unit, that is not finished before the transfer day must be continued and finished by or against QPTC.

11Transfer of BBU assets and liabilities and CBU assets and liabilities to successor corporations

(1)BBU assets become the assets of EEQ.

(2)CBU assets become the assets of CSE.

(3)BBU liabilities, other than the BBU staff liabilities, are assumed by EEQ.

(4)The BBU staff liabilities are assumed by EEC.

(5)CBU liabilities are assumed by CSE.

12Accounting requirements

(1)An asset mentioned in section 11 is to be transferred at the value shown for the asset in the QPTC asset schedule for the day immediately before the transfer day.

(2)A liability mentioned in section 11 is to be assumed at the value shown for the liability in the QPTC balance sheet for the day immediately before the transfer day.

(3)On the transfer day, there is to be an adjustment of QPTC’s share capital equivalent to the net value of the assets and liabilities mentioned in section 11.

13QPTC asset schedule and balance sheet

(1)As soon as practicable after the commencement of this section, QPTC must complete the QPTC asset schedule and balance sheet.

(2)The successor corporations must—

(a)give QPTC access to information and documents reasonably required by QPTC for the completion of the QPTC asset schedule and balance sheet; and

(b)cooperate with QPTC in QPTC’s completion of the QPTC asset schedule and balance sheet.

section 4

AUSTA Restructure Regulation means the Government Owned Corporations (AUSTA Restructure) Regulation 1999.

AUSTA Wind-up Regulation means the Government Owned Corporations (AUSTA Wind-up) Regulation 2000.

BBU means the part of QPTC known as the Barcaldine Business Unit.

BBU asset means an asset that—

(a)is shown in the QPTC asset schedule as an asset of BBU; or

(b)is not otherwise shown in the QPTC asset schedule, but immediately before the transfer day is an asset of QPTC held for the purposes of BBU.

BBU liability means a liability that—

(a)is shown in the QPTC balance sheet as a liability of BBU; or

(b)is not otherwise shown in the QPTC balance sheet, but immediately before the transfer day is a liability to which QPTC is subject for the purposes of BBU.

BBU staff liabilities means the BBU liabilities owed by BBU to its officers and employees.

business unit means BBU or CBU.

CBU means the part of QPTC known as the Collinsville Business Unit.

CBU asset means an asset that—

(a)is shown in the QPTC asset schedule as an asset of CBU; or

(b)is not otherwise shown in the QPTC asset schedule, but immediately before the transfer day is an asset of QPTC held for the purposes of CBU.

CBU liability means a liability that—

(a)is shown in the QPTC balance sheet as a liability of CBU; or

(b)is not otherwise shown in the QPTC balance sheet, but immediately before the transfer day is a liability to which QPTC is subject for the purposes of CBU.

corresponding successor, for a business unit, means—

(a)for BBU, in relation to its officers and employees—EEC; and

(b)for BBU, other than in relation to its officers and employees—EEQ; and

(c)for CBU—CSE.

CSE means CS Energy Limited ACN 078 848 745.

EEC means Ergon Energy Corporation Limited ACN 087 646 062.

EEQ means Ergon Energy Queensland Pty Ltd ACN 121 177 802.

QPTC means Queensland Power Trading Corporation.

QPTC asset schedule means a schedule prepared under this regulation showing assets of QPTC immediately before the transfer day.

QPTC balance sheet means a balance sheet prepared under this regulation showing liabilities of QPTC immediately before the transfer day.

QPTC(BBU) means QPTC, but only in relation to BBU, including to the extent of the responsibilities of BBU immediately before the transfer day.

QPTC(CBU) means QPTC, but only in relation to CBU, including to the extent of the responsibilities of CBU immediately before the transfer day.

successor corporations means CSE, EEC and EEQ.

transfer day means 19 August 2007.