Energy (Miscellaneous Provisions) Act 2006

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Power of Bord Gáis Éireann to create capital stock.

16.— The Act of 1976 is amended by the insertion after section 7 of the following sections:

“Definitions.

7A.— In this section and in sections 7B to 7G—

‘ approved scheme ’ means a scheme or schemes relating to the Board which is or are approved by the Revenue Commissioners, from time to time, pursuant to Part 17 of the Taxes Consolidation Act 1997 ;

‘ capital stock ’ has the meaning assigned to it by section 7B;

‘ company ’ means a company within the meaning of the Companies Act 1963 ;

‘ employees of the Board ’ means the officers and servants of the Board;

‘ net assets of the Board ’ means all the reserves contained in the balance sheet of the Board.

Power to create and issue capital stock.

7B.— (1) By virtue of this section, the Board has, as part of its functions, the power to create stock (‘capital stock’) subject to such terms and conditions contained in any capital stock scheme made pursuant to section 7E, in amounts that, in aggregate, are equal to the net assets of the Board.

(2) (a) The Board may, in accordance with an approved scheme, make available to employees of the Board or trustees on their behalf up to 5 per cent of the capital stock in return for transformations in the company of at least equal value carried out by the employees of the Board.

(b) The Board shall issue 10 per cent of any capital stock to the Minister for Communications, Marine and Natural Resources without payment and the said capital stock shall be treated as fully paid up.

(c) The Board shall issue the remainder of any capital stock to the Minister for Finance without payment and the said capital stock shall be treated as fully paid up.

Exercise of powers by Minister for Finance and Minister for Communica-tions, Marine and Natural Resources in respect of capital stock.

7C.— (1) Subject to the provisions of this Act, the Minister for Finance may, in respect of the capital stock held by him or her, exercise all the rights or powers of a holder of such capital stock and, where such right or power is exercisable by attorney, exercise it by his or her attorney.

(2) Subject to the provisions of this Act, the Minister for Communications, Marine and Natural Resources may, in respect of the capital stock held by him or her, exercise all the rights or powers of a holder of such capital stock and, where such right or power is exercisable by attorney, exercise it by his or her attorney.

(3) The Minister for Communications, Marine and Natural Resources shall not sell, exchange, surrender or otherwise dispose of all or any of the capital stock in the Board held by him or her without the prior consent of the Minister for Finance.

Conversion of capital stock into company shares.

7D.— If further legislation is enacted after the passing of this Act to reconstitute the Board as a company, then the capital stock shall be converted into ordinary share capital in the company in a manner so that the new share holdings in the company equate with the capital stock holdings in the Board immediately before the reconstitution of the Board as a company.

Arrangements relating to rights and obligations relating to capital stock.

7E.— (1) The Board may make a scheme (in this section referred to as a ‘capital stock scheme’) as respects—

(a) the terms and conditions relating to the creation of capital stock, and

(b) the rights and obligations attaching to the capital stock,

and any such capital stock scheme shall be subject to the prior written consent of the Minister for Communications, Marine and Natural Resources and the Minister for Finance.

(2) Without prejudice to the generality of subsection (1), a capital stock scheme made under subsection (1) may include provisions relating to dividends, voting rights, Board representation and the limitation of the transfer or alienation of beneficial ownership in capital stock.

(3) Every capital stock scheme made pursuant to this section shall be laid before each House of the Oireachtas as soon as may be after it has been made and, if a resolution annulling the capital stock scheme is passed by either such house within the next 21 days on which that House has sat after the scheme is laid before it, the capital stock scheme shall be annulled accordingly but without prejudice to the validity of anything previously done thereunder.

Power of Board to establish approved scheme.

7F.— The Board shall have the power to establish an approved scheme.

Payment of dividend into Exchequer.

7G.— All amounts representing dividends or other money received by the Minister for Finance or the Minister for Communications, Marine and Natural Resources in respect of capital stock held by either of them shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Finance may direct.”.