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BELL GROUP COMPANIES (FINALISATION OF MATTERS AND DISTRIBUTION OF PROCEEDS) BILL 2015

                      Western Australia


Bell Group Companies (Finalisation of Matters
    and Distribution of Proceeds) Bill 2015

                          Contents

        Part 1 -- Preliminary
  1.    Short title                                2
  2.    Commencement                               2
  3.    Terms used                                 2
  4.    Objects of this Act                        9
  5.    Crown bound                               10
  6.    Extraterritorial operation                11
        Part 2 -- Authority and Fund
        Division 1 -- WA Bell Companies
              Administrator Authority
  7.    Authority established                     12
  8.    Administrator appointed                   12
  9.    Functions of the Authority                13
  10.   Powers of the Authority                   13
  11.   Use of government staff                   14
  12.   Delegation                                14
  13.   Execution of documents by the Authority   15
  14.   Annual and final reports                  15
  15.   Special reports                           16
        Division 2 -- The WA Bell Companies
              Administrator Authority Fund
  16.   Establishment of Fund                     16
  17.   Investment of Fund                        17
  18.   Administration expenses                   17
  19.   Accounting for losses                     18




                            134--3                 page i
Bell Group Companies (Finalisation of Matters and Distribution of
Proceeds) Bill 2015



Contents


              Division 3 -- Assumptions
      20.     Assumptions entitled to be made                       18
      21.     Assumptions                                           19
              Part 3 -- WA Bell Companies
              Division 1 -- Transfer of property
      22.     Transfer of property                                  20
      23.     Notice to property holder                             22
      24.     Steps to be taken to perfect transfer                 23
              Division 2 -- Treatment of liabilities
      25.     Treatment of liabilities                              23
              Division 3 -- Voiding of Agreements
      26.     Certain agreements voided                             24
              Division 3A -- Administration of WA Bell
                     Companies
      26A.    Authority to administer WA Bell Companies             25
      26B.    Role of Authority as administrator of WA Bell
              Companies                                             25
      26C.    Powers of other officers                              26
              Division 4 -- Dissolution of WA Bell Companies
      27.     Dissolution of companies                              26
              Division 5 -- Miscellaneous
      28.     Registration of documents to show effect of this
              Part                                                  27
              Part 4 -- Completion of winding up
                   of WA Bell Companies
              Division 1A -- Application of this Part
      28A.    Application of this Part in relation to certain
              interests                                             29
              Division 1 -- Information gathering
      29.     Requirements on liquidator                            30
      30.     Call for proof of liabilities                         32
              Division 2 -- Reports and recommendations by
                     the Authority
      31.     Role of the Authority                                 33
      32.     Authority must seek submissions from affected
              creditors                                             33

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      Bell Group Companies (Finalisation of Matters and Distribution of
                                                   Proceeds) Bill 2015



                                                                 Contents


33.        Determination of property and liabilities                34
34.        Reports to the Minister on property and liabilities      34
35.        Recommendations with respect to liabilities              35
36.        Recommendations with respect to funding or
           indemnities                                              37
           Division 3 -- Determinations of the Governor
36A.       Governor may determine amounts and property:
           interim determinations                                   39
37.        Governor may determine amounts and property:
           final determination                                      40
37A.       Determinations: general provisions                       40
           Division 4 -- Giving effect to Governor's
                  determination
38.        Authority to make payments or transfer property         41
           Division 5 -- Release of Liquidator
39.        Release of liquidator                                   43
           Part 5 -- Winding up of the
                Authority and Fund
40.        Closure of the Fund                                     44
41.        Abolition of Authority                                  44
42.        Vesting of property in the State                        45
43.        Reports on Authority's functions                        45
           Part 6 -- Application of Corporations
                Act
44.        Terms used                                               47
45.        WA Bell Companies excluded from Corporations
           legislation                                              47
46.        Displacement of certain provisions of Corporations
           legislation                                              48
47.        Applying the Corporations legislation to WA Bell
           Companies                                                48
           Part 7 -- Offences
48.        Scheme to avoid operation of Act or achievement
           of its objects                                           50
49.        Certain deregistered companies not to be reinstated
           by certain persons                                       51


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Bell Group Companies (Finalisation of Matters and Distribution of
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Contents


      50.     Dealings with property                                    51
      51.     Obstruction or hindrance of the Authority                 52
      52.     Failure to comply with requirements                       52
      53.     False information                                         53
      54.     Confidentiality of information                            53
      55.     Liability of officers of body corporate for offence
              by body corporate                                         54
      56.     Further provisions relating to liability of officers of
              body corporate                                            54
      57.     Conduct on behalf of bodies corporate and
              principals                                                55
      58.     Continuing offences: daily penalties                      56
      59.     Bringing prosecutions                                     56
      60.     Injunctions to ensure compliance with this Act            57
              Part 8 -- Miscellaneous
      61.     Privilege                                                 59
      62.     Effect of things done under Act                           59
      63.     Protection of the Minister, the Authority and others      61
      64.     Protection of ICWA and others connected with it           61
      65.     Protection for compliance with the Act                    62
      66.     Act not to give rise to liability against the State,
              Authority or Administrator                                63
      67.     Stay of proceedings                                       63
      68.     No appeal or review                                       64
      69.     Conduct of inquiry                                        65
      70.     Judicial notice                                           65
      71.     Freedom of Information Act 1992                           65
      72.     Power to obtain opinion                                   65
      73.     Constructive notice of contents of document               66
      74.     Translation of documents                                  66
      75.     Service of documents                                      66
      76.     Approved forms                                            66
      77.     Regulations                                               66
      78.     Expiry of Act                                             67




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Bell Group Companies (Finalisation of Matters and Distribution of
                                             Proceeds) Bill 2015



                                                        Contents


     Schedule 1 -- The WA Bell
         Companies
     Schedule 2 -- The Bell litigation
     Defined terms




                                                          page v
                           Western Australia


                     LEGISLATIVE ASSEMBLY

                      (As amended in Committee)

 Bell Group Companies (Finalisation of Matters
     and Distribution of Proceeds) Bill 2015

                               A Bill for


An Act to provide a legislative framework for the dissolution, and
administration of the property, of The Bell Group Ltd
ACN 008 666 993 (In Liquidation) and certain of its subsidiaries and
for related purposes.



The Parliament of Western Australia enacts as follows:




                                                              page 1
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 1          Preliminary

     s. 1


1                             Part 1 -- Preliminary
2    1.         Short title
3               This is the Bell Group Companies (Finalisation of Matters and
4               Distribution of Proceeds) Act 2015.

5    2.         Commencement
6         (1)   This Act comes into operation as follows --
7                (a) Part 1 -- on the day on which this Act receives the
8                      Royal Assent (assent day);
9                (b) section 41 -- on the day that is 14 days after the day on
10                     which the Fund is closed by section 40;
11               (c) sections 48 to 50 -- as set out in subsection (2);
12               (d) the rest of the Act -- on the day after assent day.
13        (2)   Sections 48 to 50 are deemed to have come into operation at
14              12 noon on the day before the day on which the Bill for this Act
15              was introduced into the Legislative Assembly.

16   3.         Terms used
17        (1)   In this Act, unless the contrary intention appears --
18              ADI means an authorised deposit-taking institution as defined in
19              the Banking Act 1959 (Commonwealth) section 5(1);
20              Administrator means the person holding the office of
21              Administrator of the WA Bell Companies established by
22              section 8;
23              agreement means an agreement, arrangement or
24              understanding --
25                (a) whether formal or informal or partly formal and partly
26                      informal; and
27                (b) whether written or oral or partly written and partly oral;
28                      and



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     Bell Group Companies (Finalisation of Matters and Distribution of
                                                   Proceeds) Bill 2015
                                           Preliminary          Part 1

                                                                  s. 3


1      (c) whether or not having legal or equitable force; and
2      (d) whether or not based on legal or equitable rights;
3    ASIC means the Australian Securities and Investments
4    Commission;
5    Authority means the WA Bell Companies Administrator
6    Authority established by section 7;
7    Bell Group Subsidiary Indemnity Agreements means --
8      (a) the Group A Companies Indemnity Agreement dated
9             4 July 1997 between Antony Leslie John Woodings as
10            liquidator of BGF, BGF, the Commonwealth, LDTC
11            (BGF), BGNV and ICWA; and
12     (b) the Deed of Indemnity dated 4 July 1997 between
13            Antony Leslie John Woodings, BGF, the Group A
14            Companies (as described in the Deed) and Antony
15            Leslie John Woodings as liquidator of each of the
16            Group A Companies; and
17     (c) the Group B Companies Indemnity Agreement dated
18            4 July 1997 between Geoffrey Frank Totterdell as
19            liquidator of TBGL, TBGL, the Commonwealth, LDTC
20            (TBGL), LDTC (BGF), BGNV and ICWA; and
21     (d) the Deed of Indemnity dated 4 July 1997 between
22            Geoffrey Frank Totterdell, TBGL, the Group B
23            Companies (as described in the Deed) and Geoffrey
24            Frank Totterdell as liquidator of each of the Group B
25            Companies;
26   Bell litigation means the litigation listed in Schedule 2;
27   BGF means Bell Group Finance Pty Ltd ACN 009 165 182
28   (In Liquidation);
29   BGF AFI means the Agreement for Indemnification dated
30   7 April 1995 between Antony Leslie John Woodings as
31   liquidator of BGF, the Commonwealth, LDTC (BGF), BGNV
32   and ICWA, as amended by agreements dated 5 March 1996,
33   4 July 1997, 1 October 1999 and 22 May 2012;


                                                               page 3
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 1          Preliminary

     s. 3


1             BGF Trust Deed means the Trust Deed dated 25 July 1998
2             between BGF, TBGL, LDTC and Drayton Capital Pty Limited
3             ACN 009 238 377, as amended by an undated supplemental
4             deed between BGF, TBGL and LDTC;
5             BGNV means Bell Group NV ARBN 073 576 502
6             (In Liquidation);
7             BGNV Indemnity means the agreement made by
8             correspondence between ICWA and Garry Trevor as Australian
9             liquidator of BGNV in or about July 2001, under which ICWA
10            agreed to indemnify and advance funds to BGNV or Garry
11            Trevor as Australian liquidator of BGNV, to enable him to
12            defend claims made against BGNV in Supreme Court of
13            Western Australia proceeding CIV 2061 of 1996;
14            BGNV Trust Deeds means --
15              (a) the Trust Deed dated 20 December 1985 between
16                    BGNV, TBGL and LDTC, as amended by the
17                    Supplemental Trust Deed dated 6 February 1986; and
18              (b) the Trust Deed dated 7 May 1987 between BGNV,
19                    TBGL and LDTC, as amended by the First
20                    Supplemental Trust Deed dated 5 December 1999; and
21              (c) the Trust Deed dated 14 July 1987 between BGNV,
22                    TBGL and LDTC;
23            BGUK Liquidator's Indemnity Agreements means --
24              (a) the Deed of Indemnity dated 1996 between BGF,
25                    Antony Leslie John Woodings and Jacqueline Barbara
26                    Stephenson; and
27              (b) the Indemnity Agreement dated 31 May 1996 between
28                    Antony Leslie John Woodings as liquidator of BGF,
29                    BGF, the Commonwealth, LDTC (BGF), BGNV and
30                    ICWA;
31            body corporate includes a WA Bell Company;
32            books has the meaning given in the Corporations Act section 9;
33            company means a company registered under the Corporations
34            Act;

     page 4
     Bell Group Companies (Finalisation of Matters and Distribution of
                                                   Proceeds) Bill 2015
                                           Preliminary          Part 1

                                                                    s. 3


1    corporation has the meaning given in the Corporations Act
2    section 57A;
3    Corporations Act means the Corporations Act 2001
4    (Commonwealth);
5    Court means the Supreme Court;
6    creditor, in relation to a WA Bell Company, means a person in
7    relation to whom, immediately before the transfer day, the
8    WA Bell Company had a liability and includes a beneficiary of
9    any trust of, or with respect to, a liability;
10   daily newspaper has the meaning given in the Corporations Act
11   section 9;
12   financial records has the meaning given in the Corporations
13   Act section 9;
14   director, of a company, means a person who is a director of the
15   company under paragraph (a) of the definition of director in the
16   Corporations Act section 9;
17   Fund means the WA Bell Companies Administrator Authority
18   Fund established by section 16;
19   Gentra Indemnity means the agreement made by
20   correspondence between ICWA and Antony Leslie John
21   Woodings as liquidator of TBGL and BGF in or about
22   July 2012, in respect of claims, liability and obligations incurred
23   by Antony Leslie John Woodings as liquidator of TBGL and
24   BGF under the Deed of Indemnity and Funding Agreement
25   between Antony Leslie John Woodings as liquidator of TBGL
26   and BGF, and William Antony Batty as receiver of Gentra
27   Limited (formerly Royal Trust Bank);
28   ICWA means the body continued by the Insurance Commission
29   of Western Australia Act 1986 section 4 under the corporate
30   name "Insurance Commission of Western Australia";
31   Indemnity and Distribution Agreement means the Indemnity
32   and Distribution Agreement dated 29 September 1999 between
33   the Commonwealth and ICWA;
34   LDTC means The Law Debenture Trust Corporation plc;

                                                                 page 5
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 1          Preliminary

     s. 3


1             LDTC (BGF) means LDTC in its capacity as trustee under the
2             BGF Trust Deed;
3             LDTC (TBGL) means LDTC in its capacity as trustee under the
4             TBGL Trust Deed;
5             liability, of a person, means any debt, expense, duty, obligation
6             or other liability of, or claim against, the person --
7               (a) whether actual, contingent, prospective, liquidated or
8                      unliquidated; or
9               (b) whether owed alone or owed jointly or jointly and
10                     severally with any other person;
11            liquidator means a liquidator of a WA Bell Company and
12            includes a provisional liquidator of a WA Bell Company
13            immediately before --
14              (a) for a WA Bell Company that was registered
15                     immediately before the transfer day -- the transfer day;
16                     and
17              (b) for a reinstated WA Bell Company -- the day on which
18                     the company was deregistered;
19            Liquidators' Indemnity Agreement means the Liquidators'
20            Indemnity Agreement dated 7 October 1999 between Geoffrey
21            Frank Totterdell as liquidator of TBGL and Antony Leslie John
22            Woodings as liquidator of BGF;
23            Main Proceeding Indemnity Agreements means --
24              (a) the LDTC Deed of Indemnity dated 2 June 2000
25                     between ICWA, LDTC, Antony Leslie John Woodings
26                     as liquidator of TBGL and BGF, and Geoffrey Frank
27                     Totterdell as liquidator of TBGL; and
28              (b) the Deed of Indemnity dated 11 July 2011 between
29                     ICWA, LDTC and Antony Leslie John Woodings as
30                     liquidator of TBGL and BGF, as amended by an
31                     Amendment Deed dated June 2013 between ICWA,
32                     LDTC and Antony Leslie John Woodings as liquidator
33                     of TBGL and BGF;


     page 6
     Bell Group Companies (Finalisation of Matters and Distribution of
                                                   Proceeds) Bill 2015
                                           Preliminary          Part 1

                                                                    s. 3


1    officer, of a body corporate, has the meaning given in the
2    Corporations Act section 9 and includes any person who has at
3    any time been an officer of the body corporate;
4    property means property of any kind (including any chose in
5    action or goodwill and any right, interest or claim) whether --
6      (a) tangible, intangible, real or personal; or
7      (b) arising from, accruing under, created or evidenced by, or
8            the subject of, an instrument or otherwise; or
9      (c) actual, contingent, prospective, liquidated or
10           unliquidated;
11   PTICA means the Agreement for Indemnification and Post
12   Termination Inter-Creditor Agreement dated
13   23 September 1999 between the Commonwealth, ICWA, Garry
14   Trevor as Australian liquidator of BGNV and BGNV, as
15   amended by an agreement dated 26 June 2000;
16   records includes books, financial records, financial statements,
17   minutes, registers, deeds, writings, documents and other sources
18   of information compiled, recorded or stored in written form or
19   on microfilm, or by electronic process, or in any other manner
20   or by any other means;
21   reinstated WA Bell Company means a WA Bell Company that
22   was not registered immediately before the transfer day but
23   which had its registration reinstated on or after the transfer day;
24   related body corporate, in relation to a body corporate, has the
25   meaning given in the Corporations Act section 9;
26   right means any right, power, privilege or immunity whether
27   actual, contingent or prospective;
28   subsidiary, in relation to a body corporate, has the meaning
29   given in the Corporations Act section 9;
30   TBGL means The Bell Group Ltd ACN 008 666 993 (In
31   Liquidation);
32   TBGL AFI means the Agreement for Indemnification dated
33   6 April 1995 between Geoffrey Frank Totterdell as liquidator of
34   TBGL, the Commonwealth, LDTC (TBGL), LDTC (BGF),

                                                                 page 7
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 1          Preliminary

     s. 3


1             BGNV and ICWA, as amended by agreements dated
2             16 February 1996, 4 July 1997, 1 October 1999 and
3             22 May 2012;
4             TBGL Inter-Creditor Agreement means the
5             TBGL Inter-Creditor Agreement dated 21 March 1995 between
6             the Commonwealth, ICWA, LDTC and BGNV;
7             TBGL Trust Deed means the Trust Deed dated 25 July 1998
8             between TBGL, LDTC and Drayton Capital Pty Limited
9             ACN 009 238 377, as amended by an undated supplemental
10            deed between TBGL and LDTC;
11            transfer day means the day on which Part 3 comes into
12            operation;
13            Trust Deed Indemnity Agreements means --
14              (a) the Deed of Indemnity in relation to Amendment of
15                    Trust Deeds for TBGL and BGF Bonds dated
16                    14 December 1998 between Geoffrey Frank Totterdell
17                    as liquidator of TBGL, LDTC (TBGL), LDTC (BGF)
18                    and ICWA; and
19              (b) the Deed of Indemnity in relation to Amendment of
20                    Trust Deeds for TBGL and BGF Bonds dated
21                    14 December 1998 between Antony Leslie John
22                    Woodings as liquidator of BGF, LDTC (TBGL), LDTC
23                    (BGF) and ICWA;
24            WA Bell Company means a corporation that existed at any time
25            before the transfer day (including a corporation that was
26            dissolved or deregistered before that day) and that is listed in
27            Schedule 1;
28            Western Interstate means Western Interstate Pty Ltd
29            ACN 000 224 395 (In Provisional Liquidation);
30            Western Interstate Assignment Agreement means the
31            Agreement dated 13 March 1996 between Geoffrey Frank
32            Totterdell as liquidator of Bell Bros. Pty Ltd ACN 008 672 375
33            (In Liquidation), Wanstead Pty Ltd ACN 008 775 120 (In
34            Liquidation) and Wigmores Tractors Pty Ltd ACN 008 679 221,


     page 8
                Bell Group Companies (Finalisation of Matters and Distribution of
                                                              Proceeds) Bill 2015
                                                      Preliminary          Part 1

                                                                               s. 4


1               Antony Leslie John Woodings as provisional liquidator of
2               Western Interstate and as liquidator of BGF, the
3               Commonwealth, LDTC (BGF), BGNV and ICWA, as amended
4               by an agreement dated 4 July 1997;
5               Western Interstate Indemnity Agreement means the Agreement
6               dated 6 March 1996 between the Commonwealth, LDTC
7               (BGF), BGNV, ICWA and Antony Leslie John Woodings as
8               provisional liquidator of Western Interstate;
9               Western Interstate Inter-Creditor Agreement means the
10              Agreement dated 6 February 1996 made between the
11              Commonwealth, ICWA, LDTC and BGNV.
12        (2)   A reference in this Act to a WA Bell Company includes a
13              reference to a body that was a WA Bell Company immediately
14              before the dissolution of that company under section 29.
15        (3)   A reference in this Act to a liquidator of a WA Bell Company
16              is, unless the contrary intention appears, a reference to a person
17              who was a liquidator of a WA Bell Company immediately
18              before the dissolution of that company under section 27.
19        (4)   A reference in this Act to --
20               (a) the deregistration of a company is a reference to the
21                      deregistration of the company under the Corporations
22                      Act or the Corporations Law (as in force before 15 July
23                      2001); and
24               (b) the reinstatement of the registration of a company is a
25                      reference to the reinstatement of the registration of the
26                      company under the Corporations Act.

27   4.         Objects of this Act
28              The objects of this Act are --
29               (a) to provide a mechanism, that avoids litigation, for the
30                     distribution of funds (the Bell litigation funds) received
31                     by the liquidator of TBGL and certain of its subsidiaries
32                     (the Bell group of companies) as a consequence of the
33                     Bell litigation and the settlement of it in 2013;

                                                                            page 9
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 1          Preliminary

     s. 5


1                (b)    to provide a form of external administration of WA Bell
2                       Companies and require that it be carried out only in
3                       accordance with the provisions of this Act;
4                 (c)   to provide appropriate compensation to the creditors
5                       who funded the Bell litigation taking into account the
6                       funding provided and the associated risks assumed by
7                       them;
8                (d)    to reflect the circumstance that without the funding
9                       mentioned in paragraph (c), the Bell litigation funds
10                      would not exist and the creditors of the Bell group of
11                      companies would have received no (or only nominal)
12                      dividends in the liquidation of those companies;
13                (e)   to make reasonable provision for the distribution of the
14                      property of the WA Bell Companies having regard to
15                      the uncertainties existing as to the nature and extent of
16                      that property;
17                (f)   to make reasonable provision for the satisfaction of
18                      liabilities owed to creditors having regard to the
19                      uncertainties existing as to the nature and extent of those
20                      liabilities;
21               (g)    to distribute the Bell litigation funds generally in
22                      accordance with the commercial substance of the
23                      agreements between the liquidator and the creditors who
24                      funded the Bell litigation, as made before the enactment
25                      of this Act;
26               (h)    to avoid further litigation that will waste the resources of
27                      the State and other persons and consume the Bell
28                      litigation funds.

29   5.         Crown bound
30        (1)   This Act binds the Crown in right of the State and, so far as the
31              legislative power of the State permits, in all its other capacities.
32        (2)   Nothing in this Act makes the Crown in any capacity liable to
33              be prosecuted for an offence.


     page 10
         Bell Group Companies (Finalisation of Matters and Distribution of
                                                       Proceeds) Bill 2015
                                               Preliminary          Part 1

                                                                          s. 6


1   6.   Extraterritorial operation
2        It is the intention of the Parliament that this Act should, so far as
3        possible, operate to the full extent of the extraterritorial
4        legislative power of the State.




                                                                     page 11
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 2          Authority and Fund
     Division 1      WA Bell Companies Administrator Authority
     s. 7


1                       Part 2 -- Authority and Fund
2         Division 1 -- WA Bell Companies Administrator Authority
3    7.         Authority established
4         (1)   The WA Bell Companies Administrator Authority is
5               established.
6         (2)   The Authority is a body corporate with perpetual succession.
7         (3)   The Authority has, both within and outside the State, the legal
8               capacity of an individual.
9         (4)   The Authority has an official seal and may sue and be sued in its
10              corporate name.
11        (5)   The Authority is to be governed by the Administrator.
12        (6)   The Authority has the status, immunities and privileges of the
13              State.
14        (7)   The Authority is not an organisation for the purposes of the
15              Public Sector Management Act 1994.

16   8.         Administrator appointed
17        (1)   An office called the Administrator of the WA Bell Companies is
18              established.
19        (2)   The office is not an office in the Public Service.
20        (3)   The office is not an organisation for the purposes of the Public
21              Sector Management Act 1994.
22        (4)   The Minister may appoint a person to the office.
23        (5)   Subject to this Act, the Administrator holds office for the term
24              specified in the instrument of appointment and is eligible for
25              reappointment.




     page 12
                 Bell Group Companies (Finalisation of Matters and Distribution of
                                                               Proceeds) Bill 2015
                                               Authority and Fund           Part 2
                          WA Bell Companies Administrator Authority     Division 1
                                                                               s. 9


1          (6)   The Minister may determine the remuneration that the
2                Administrator is entitled to receive and the other terms and
3                conditions of appointment that apply to the Administrator.
4          (7)   The Administrator may resign from office by notice in writing
5                given to the Minister.

6    9.          Functions of the Authority
7          (1)   The functions of the Authority are --
8                  (a) to collect, and realise or otherwise deal with, the
9                       property of the WA Bell Companies in accordance with
10                      the objects of this Act; and
11                (aa) to administer each WA Bell Company until it is
12                      dissolved; and
13                 (b) to administer, invest and manage the Fund; and
14                 (c) to perform any other functions that are conferred on it
15                      by this Act.
16         (2)   The Authority may perform any of its functions in the State or
17               elsewhere.

18   10.         Powers of the Authority
19         (1)   The Authority may do all things necessary to perform its
20               functions.
21         (2)   Without limiting subsection (1), the Authority may, both within
22               and outside the State --
23                 (a) acquire, hold, manage or dispose of real or personal
24                      property;
25                 (b) enter into a contract or other arrangement;
26                 (c) employ, or engage under a contract for services, any
27                      persons that are necessary to assist it to perform its
28                      functions;
29                 (d) exercise any power that a liquidator of a company can
30                      exercise under the Corporations Act section 477;


                                                                            page 13
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 2          Authority and Fund
     Division 1      WA Bell Companies Administrator Authority
     s. 11


1                (da)   seek the reinstatement of the registration of a WA Bell
2                       Company;
3                (db)   indemnify a liquidator of a WA Bell Company against
4                       costs or liability in relation to the performance of a
5                       function as liquidator of the company, on the terms and
6                       conditions determined by the Authority;
7                 (e)   exercise any other power conferred on the Authority by
8                       or under the law of the State or the law of a place other
9                       than the State.
10         (3)   Nothing in this section limits any other power of the Authority
11               under this Act or any other written law.

12   11.         Use of government staff
13         (1)   The Authority may, by arrangement with the relevant employer,
14               make use (either on a full-time or part-time basis) of the
15               services of any officer or employee --
16                 (a) in the Public Service; or
17                 (b) in a State agency or instrumentality; or
18                 (c) otherwise in the service of the State.
19         (2)   The Authority may, by arrangement, make use of the facilities
20               of --
21                 (a) a department of the Public Service; or
22                 (b) a State agency or instrumentality.
23         (3)   An arrangement under subsection (1) or (2) is to be made on
24               terms agreed to by the parties.

25   12.         Delegation
26         (1)   The Authority may, by instrument in writing, delegate to any
27               person any of the powers or duties of the Authority under this
28               Act or any other written law, other than this power of
29               delegation.



     page 14
                 Bell Group Companies (Finalisation of Matters and Distribution of
                                                               Proceeds) Bill 2015
                                               Authority and Fund           Part 2
                          WA Bell Companies Administrator Authority     Division 1
                                                                              s. 13


1          (2)   A person exercising a power or performing a duty that has been
2                delegated to the person under this section is taken to do so in
3                accordance with the terms of the delegation, unless the contrary
4                is shown.
5          (3)   Nothing in this section limits the ability of the Authority to
6                perform a function through an employee or agent.

7    13.         Execution of documents by the Authority
8          (1)   A document is duly executed by the Authority if --
9                 (a) the official seal of the Authority is affixed to it in the
10                     presence of the Administrator and the Administrator
11                     signs the document to attest that it was so affixed; or
12                (b) it is signed on behalf of the Authority by --
13                        (i) the Administrator; or
14                       (ii) a person authorised by the Authority to sign the
15                             document on its behalf.
16         (2)   The Authority may, by writing under its seal, authorise an
17               employee of the Authority or other person to sign documents on
18               its behalf, either generally or subject to any restrictions that are
19               specified in the authorisation.
20         (3)   A document purporting to be executed in accordance with this
21               section must be presumed to be duly executed, unless the
22               contrary is shown.
23         (4)   If a document is produced bearing a seal purporting to be the
24               official seal of the Authority, it must be presumed that the seal
25               is the official seal of the Authority, unless the contrary is shown.

26   14.         Annual and final reports
27         (1)   The Financial Management Act 2006 Part 5 applies in relation
28               to the Authority as if it were an agency and the Administrator
29               were its accountable authority.




                                                                             page 15
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 2          Authority and Fund
     Division 2      The WA Bell Companies Administrator Authority Fund
     s. 15


1          (2)   However, that Part does not apply so as to require reporting on
2                key performance indicators.

3    15.         Special reports
4          (1)   The Minister may, by order in writing, require the Administrator
5                to prepare a report for the Minister that contains --
6                  (a) a report on the operations of the Authority over the
7                        period specified in the order; and
8                  (b) financial statements for the period specified in the order,
9                        prepared in accordance with the Financial Management
10                       Act 2006 section 62; and
11                 (c) any other information required by the Minister in the
12                       order.
13         (2)   The Minister may, in the order, require that the report be
14               submitted to the Auditor General for audit.
15         (3)   The Administrator must submit the report to the Minister within
16               90 days after the day on which the order is made, or any
17               extension of that period granted by the Minister.
18         (4)   If the order required that the report be submitted to the Auditor
19               General, the Administrator must submit, with the report, a copy
20               of the opinion of the Auditor General prepared and signed under
21               the Auditor General Act 2006 section 15.
22           Division 2 -- The WA Bell Companies Administrator
23                            Authority Fund
24   16.         Establishment of Fund
25         (1)   The WA Bell Companies Administrator Authority Fund is
26               established.
27         (2)   The Fund is to be administered by the Authority.
28         (3)   The following must be credited to the Fund --
29                (a) all money transferred to the Authority under Part 3 or
30                       realised out of other property transferred to, or vested in,
31                       the Authority under that Part;

     page 16
                  Bell Group Companies (Finalisation of Matters and Distribution of
                                                                Proceeds) Bill 2015
                                                Authority and Fund           Part 2
                 The WA Bell Companies Administrator Authority Fund      Division 2
                                                                               s. 17


1                  (b)   money received from the investment of the Fund;
2                  (c)   any advances made to the Authority under the Financial
3                        Management Act 2006 section 28.
4          (4)   The following are to be paid out of the Fund --
5                 (a) amounts recoverable from the Authority as a
6                        consequence of an advance referred to in
7                        subsection (3)(c);
8                 (b) expenses payable out of it under section 18;
9                 (c) amounts payable out of it under section 38.
10         (5)   All money credited to the Fund must be paid into an account
11               established at a bank as defined in the Financial Management
12               Act 2006 section 3.

13   17.         Investment of Fund
14               The Authority may invest any money standing to the credit of
15               the Fund in the same manner as money in the Public Bank
16               Account may be invested under the Financial Management
17               Act 2006 section 37.

18   18.         Administration expenses
19         (1)   The following expenses, as determined by the Authority, are
20               payable out of the Fund --
21                 (a) expenses of, and incidental to, the administration of this
22                       Act by the Authority;
23                (aa) expenses of, and incidental to, the administration of a
24                       WA Bell Company by the Authority;
25                (ab) any amount payable under an indemnity under
26                       section 10(2)(db);
27                 (b) any remuneration or expenses payable to, or in respect
28                       of, the Administrator;
29                 (c) expenses reasonably incurred by a liquidator of a
30                       WA Bell Company in complying with an obligation
31                       under this Act.

                                                                           page 17
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 2          Authority and Fund
     Division 3      Assumptions
     s. 19


1          (2)   Expenses payable under this section are to be paid out of the
2                Fund before the payment of amounts specified in the
3                determination of the Governor under section 37(2).

4    19.         Accounting for losses
5          (1)   If the Fund incurs any loss because of any fraud, dishonesty,
6                negligence or wilful failure to comply with this Act by the
7                Administrator, the Administrator is liable for the loss.
8          (2)   The Administrator is not liable for any loss incurred by the Fund
9                that is not a loss covered by subsection (1) but he or she must
10               provide details of the loss in a written report to the Minister as
11               soon as practicable after becoming aware of it.
12         (3)   A failure to comply with subsection (2) does not make the
13               Administrator liable for the loss.
14         (4)   Only the Minister may bring a proceeding in relation to a
15               liability for a loss covered by subsection (1).

16                            Division 3 -- Assumptions
17   20.         Assumptions entitled to be made
18         (1)   A person is entitled to make the assumptions in section 21 in
19               relation to --
20                 (a) dealings with the Authority; or
21                 (b) dealings with a person who has, or purports to have,
22                       directly or indirectly acquired title to property from the
23                       Authority.
24         (2)   If a person is entitled to assume a matter, the Authority or
25               anyone referred to in subsection (1)(b) is not entitled to assert in
26               proceedings in relation to the dealings that the matter is
27               incorrect.




     page 18
                 Bell Group Companies (Finalisation of Matters and Distribution of
                                                              Proceeds) Bill 2015
                                               Authority and Fund           Part 2
                                                     Assumptions        Division 3
                                                                             s. 21


1          (3)   This section does not entitle a person to make an assumption,
2                and does not prevent an assertion being made in relation to an
3                assumption, if --
4                  (a) the person has actual knowledge that the assumption is
5                       not correct; or
6                  (b) the person's connection or relationship with the
7                       Authority is such that the person ought to know that the
8                       assumption is not correct.

9    21.         Assumptions
10         (1)   A person may assume that, at all relevant times, this Act has
11               been complied with.
12         (2)   A person may assume that anyone who appears, from
13               information made publicly available by the Authority, to be an
14               employee, agent or delegate of the Authority has been properly
15               appointed.
16         (3)   A person may assume that anyone who is, or may be assumed to
17               be, an employee or agent of the Authority who has authority to
18               issue a document, or a certified copy of a document, on behalf
19               of the Authority also has authority to warrant that it is genuine
20               or is a true copy.
21         (4)   A person may assume that the Administrator and any employee,
22               agent or delegate of the Authority properly performs their duties
23               to the Authority.




                                                                          page 19
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 3          WA Bell Companies
     Division 1      Transfer of property
     s. 22


1                       Part 3 -- WA Bell Companies
2                       Division 1 -- Transfer of property
3    22.         Transfer of property
4          (1)   At the beginning of the transfer day the following are
5                transferred to, and vested in, the Authority by force of this
6                section --
7                  (a) all property vested in a WA Bell Company, including
8                        property held by it on trust for any person;
9                  (b) all property held by any person (including a liquidator of
10                       a WA Bell Company) on behalf of or on trust for a
11                       WA Bell Company;
12                 (c) all property held (in any capacity) by a person who is a
13                       liquidator of a WA Bell Company on trust for any
14                       person, other than property held in a capacity that does
15                       not relate to the liquidation of a WA Bell Company.
16    (1A)       Property received by a WA Bell Company or another person, on
17               or after the transfer day, that would have been transferred to,
18               and vested in, the Authority by subsection (1) were it vested or
19               held by the company or person as described in subsection (1)
20               before the transfer day, is transferred to, and vested in, the
21               Authority by force of this section, at the time at which it is
22               received.
23    (1B)       In relation to a reinstated WA Bell Company, property revested
24               in the company as a consequence of its reinstatement is taken to
25               have been received by the company for the purposes of
26               subsection (1A).
27    (1C)       Subsection (1) or (1A), whichever is relevant, does not apply to
28               a share in a company that was a subsidiary of TBGL --
29                 (a) immediately before the transfer day; or




     page 20
            Bell Group Companies (Finalisation of Matters and Distribution of
                                                         Proceeds) Bill 2015
                                         WA Bell Companies             Part 3
                                         Transfer of property      Division 1
                                                                        s. 22


1            (b)   if the company was deregistered before the transfer
2                  day -- immediately before the time at which the
3                  company was deregistered.
4    (1D)   A share to which subsection (1) or (1A) would have applied but
5           for subsection (1C), is transferred to, and vested in, the
6           Authority by force of this section immediately before the earlier
7           of --
8             (a) the day specified by the Authority, by instrument
9                   published in the Gazette, for the purposes of this
10                  paragraph; and
11            (b) the day on which the WA Bell Company is dissolved
12                  under section 27.
13   (1E)   To the extent to which a right to make a taxation objection, or a
14          right or capacity to seek the review of, or to appeal against, a
15          decision of the Commissioner in relation to a taxation objection,
16          is property of a WA Bell Company, subsection (1) or (1A),
17          whichever is relevant, does not apply to the right or capacity.
18   (1F)   Words and expressions used in subsection (1E) and also in the
19          Taxation Administration Act 1953 (Commonwealth) Part IVC
20          have the same meanings in that subsection as they have in that
21          Part.
22    (2)   This section applies to property whether situated in or outside
23          the State.
24    (3)   A transfer takes effect despite any restriction arising under
25          contract, written law, the common law or in any other way.
26    (4)   All property transferred to the Authority under this section vests
27          absolutely in the Authority freed from any encumbrance, trust,
28          equity or interest (of any kind and however arising) to which it
29          was subject immediately before so vesting.
30    (5)   The Authority has all the powers of an owner over property
31          vested in it under this section.



                                                                      page 21
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 3          WA Bell Companies
     Division 1      Transfer of property
     s. 23


1          (6)   A certificate signed by the Administrator certifying that
2                property specified in the certificate has vested in the Authority
3                under this section is conclusive evidence that the property so
4                vested on the day specified in the certificate.
5          (7)   The Administrator may allow a person whom the Administrator
6                is satisfied has a proper interest in a certificate under
7                subsection (6) to have access to it.
8          (8)   If it appears to the Administrator that it is likely that a certificate
9                will be required to be given to a relevant official under
10               section 28, the Administrator must consult with that official (or
11               each relevant official if there is more than one) as to its form
12               and content.
13         (9)   The Administrator may correct any error in a certificate under
14               subsection (6) and, for that purpose, may issue a replacement
15               certificate.

16   23.         Notice to property holder
17         (1)   The Administrator may give notice to any person who the
18               Administrator believes may hold, or may at any time have
19               held --
20                 (a) property that, before the transfer day, was property of a
21                      kind referred to in section 22(1); or
22                 (b) in relation to a reinstated WA Bell Company --
23                      property that, before the day on which the company was
24                      deregistered, was property of a kind referred to in
25                      section 22(1); or
26                 (c) property to which section 22(1A) applies.
27         (2)   A notice under subsection (1) may require the person to whom it
28               is given to do one or more of the following --
29                 (a) provide access to all records of that person relating to
30                       the property;
31                 (b) account for all dealings with the property by or on
32                       behalf of that person;

     page 22
                 Bell Group Companies (Finalisation of Matters and Distribution of
                                                                Proceeds) Bill 2015
                                              WA Bell Companies              Part 3
                                            Treatment of liabilities    Division 2
                                                                               s. 24


1                  (c)    do all things necessary to deliver to the Authority the
2                         property specified in the notice.
3                Note: Under section 52(1) a failure to comply with a requirement may be an
4                      offence.

5    24.         Steps to be taken to perfect transfer
6                If a transfer and vesting of property under section 22 is not, to
7                any extent, fully effective (whether because a matter is
8                governed by a law other than the law of the State, or for any
9                other reason), the Minister and the Authority are each
10               empowered and required to take all practicable steps for the
11               purpose of securing the effect sought to be achieved by that
12               section.

13                       Division 2 -- Treatment of liabilities
14   25.         Treatment of liabilities
15         (1)   If, immediately before the transfer day, a liability of a WA Bell
16               Company was admissible to proof against the company in the
17               winding up of the company under the Corporations Act Part 5.6,
18               that liability may be proved in accordance with Part 4
19               Division 1 of this Act.
20         (2)   Subsection (3) applies to liabilities that have been incurred by a
21               WA Bell Company or a liquidator of a WA Bell Company in
22               preserving, realising or getting in property of the company, in
23               carrying on the company's business or in the conduct of the
24               liquidation that have not been paid out of the assets of the
25               company before the transfer day.
26         (3)   The liabilities may be proved by the liquidator (or by a creditor
27               of a WA Bell Company or the liquidator if they have not been
28               paid or satisfied) in accordance with Part 4 Division 1.
29         (4)   If, by section 22, property is freed from an encumbrance, trust,
30               equity or interest on being transferred to, and vested in, the
31               Authority, that encumbrance, trust, equity or interest may be
32               proved as a liability in accordance with Part 4 Division 1.

                                                                                   page 23
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 3          WA Bell Companies
     Division 3      Voiding of Agreements
     s. 26


1          (5)   No action, claim or proceeding of any nature arising out of, or
2                relating to, a liability that may be proved in accordance with
3                Part 4 Division 1 may, otherwise than in accordance with that
4                Part, be made or maintained against --
5                  (a) the Authority; or
6                  (b) the Fund; or
7                  (c) a WA Bell Company; or
8                  (d) a liquidator of a WA Bell Company; or
9                  (e) the Administrator; or
10                  (f) the State.

11                     Division 3 -- Voiding of Agreements
12   26.         Certain agreements voided
13         (1)   Each of the following is, and is taken to have always been,
14               void --
15                 (a) the Bell Group Subsidiary Indemnity Agreements;
16                 (b) the BGF AFI;
17                 (c) the BGNV Indemnity;
18                 (d) the BGUK Liquidator's Indemnity Agreement;
19                 (e) the Gentra Indemnity;
20                  (f) the Indemnity and Distribution Agreement;
21                 (g) the Liquidators' Indemnity Agreement;
22                 (h) the Main Proceeding Indemnity Agreements;
23                  (i) the PTICA;
24                  (j) the TBGL AFI;
25                 (k) the TBGL Inter-Creditor Agreement;
26                  (l) the Trust Deed Indemnity Agreements;
27                (m) the Western Interstate Assignment Agreement;
28                 (n) the Western Interstate Indemnity Agreement;
29                 (o) the Western Interstate Inter-Creditor Agreement.

     page 24
              Bell Group Companies (Finalisation of Matters and Distribution of
                                                            Proceeds) Bill 2015
                                             WA Bell Companies           Part 3
                          Administration of WA Bell Companies      Division 3A
                                                                        s. 26A


1      (2)    Subsection (3) applies if an agreement made void by
2             subsection (1) provided, according to its terms, for the
3             repayment in specified circumstances of an amount of money
4             paid to or for the benefit of a liquidator of a WA Bell Company
5             in connection with the conduct of the liquidation or the funding
6             of the Bell litigation.
7      (3)    The claim that a person, according to the terms of the
8             agreement, had to be repaid, may be proved in accordance with
9             Part 4 Division 1.

10          Division 3A -- Administration of WA Bell Companies
11   26A.     Authority to administer WA Bell Companies
12     (1)    The Authority is, by force of this section, the administrator of
13            each WA Bell Company.
14     (2)    Subsection (1) has effect --
15             (a) for a WA Bell Company that was registered
16                   immediately before the transfer day -- from the
17                   beginning of the transfer day; and
18             (b) for a reinstated WA Bell Company -- from the time at
19                   which the company's registration is reinstated.
20     (3)    The Authority's administration of a WA Bell Company ceases
21            on the earlier of --
22              (a) the dissolution of the company; and
23             (b) the day specified in a notice given by the Authority to
24                    the liquidator (or other officer if there is no liquidator)
25                    of the company that the Authority will cease to be the
26                    administrator of the company on that day.

27   26B.     Role of Authority as administrator of WA Bell Companies
28     (1)    While a WA Bell Company is under the administration of the
29            Authority, the Authority --
30             (a) has control of the company's property and affairs; and


                                                                          page 25
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 3          WA Bell Companies
     Division 4      Dissolution of WA Bell Companies
     s. 26C


1                 (b)    may manage that property and those affairs; and
2                 (c)    may dispose of any of that property; and
3                 (d)    may perform any function, and exercise any power, that
4                        the company or any of its officers could perform or
5                        exercise if the company were not under the
6                        administration of the Authority.
7          (2)   Nothing in subsection (1) limits the generality of anything else
8                in it.
9          (3)   Nothing in this section limits any other power of the Authority
10               under this Act or any other written law.

11   26C.        Powers of other officers
12         (1)   While a company is under the administration of the Authority, a
13               person (other than the Authority) cannot perform or exercise,
14               and must not purport to perform or exercise, a function or power
15               as an officer of the company.
16         (2)   Subsection (1) does not apply to the extent that the performance
17               or exercise is with the Authority's written approval or is in the
18               exercise of a power or duty under this Act.
19         (3)   Subsection (1) does not remove a director or the liquidator of a
20               WA Bell Company from his or her office.

21               Division 4 -- Dissolution of WA Bell Companies
22   27.         Dissolution of companies
23         (1)   The Governor may, by proclamation, dissolve a WA Bell
24               Company.
25         (2)   On dissolution, the WA Bell Company ceases to exist.
26         (3)   If, immediately before its dissolution under this section, a
27               WA Bell Company was a party to any proceeding pending or
28               existing in any court or tribunal or before any person acting
29               judicially, then, on and after that dissolution, the Authority is


     page 26
                 Bell Group Companies (Finalisation of Matters and Distribution of
                                                              Proceeds) Bill 2015
                                              WA Bell Companies             Part 3
                                                    Miscellaneous       Division 5
                                                                             s. 28


1                substituted as a party and has the same rights in the proceeding
2                as the WA Bell Company had.
3          (4)   Subsection (5) applies to any agreement or instrument (other
4                than the BGF Trust Deed, the BGNV Trust Deeds and the
5                TBGL Trust Deed) in effect immediately before the dissolution
6                of a WA Bell Company under this section --
7                  (a) to which the company was a party; or
8                  (b) that was given to, or in favour of, the company; or
9                  (c) that refers to the company; or
10                 (d) that refers to the liquidator of the company, but to which
11                       the liquidator is not a party.
12         (5)   The agreement or instrument continues to have effect according
13               to its tenor on and after the dissolution as if a reference in it
14               to --
15                 (a) the WA Bell Company were a reference to the
16                        Authority; and
17                 (b) the liquidator were a reference to the Authority.

18                           Division 5 -- Miscellaneous
19   28.         Registration of documents to show effect of this Part
20         (1)   In this section --
21               relevant official means --
22                 (a) the Registrar of Titles; or
23                 (b) the Registrar of Deeds and Transfers; or
24                 (c) any other person authorised by a written law to record
25                        and give effect to the registration of documents relating
26                        to transactions affecting relevant property; or
27                 (d) any other person required to record a transfer of relevant
28                        property or the affecting of a liability relating to relevant
29                        property, including a company secretary or other person



                                                                              page 27
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 3          WA Bell Companies
     Division 5      Miscellaneous
     s. 28


1                       maintaining a register required under the Corporations
2                       Act;
3              relevant property means property of a kind transferred to, and
4              vested in, the Authority under this Part, whether it is an estate or
5              interest in land or any other property.
6       (2)    The Administrator may give a copy of a certificate under
7              section 22(6) to a relevant official.
8       (3)    Each relevant official to whom a certificate is given under
9              subsection (2) is to take notice of this Part and of the certificate
10             and is to record and register in the appropriate manner the
11             documents necessary to show the effect of this Part as
12             evidenced by the certificate.




     page 28
             Bell Group Companies (Finalisation of Matters and Distribution of
                                                               Proceeds) Bill 2015
                  Completion of winding up of WA Bell Companies             Part 4
                                         Application of this Part     Division 1A
                                                                           s. 28A


1              Part 4 -- Completion of winding up of
2                      WA Bell Companies
3                 Division 1A -- Application of this Part
4    28A.    Application of this Part in relation to certain interests
5      (1)   In relation to a liability referred to in section 25(3), this Part has
6            effect as if --
7              (a) the liability were, immediately before the transfer day, a
8                     liability of the WA Bell Company referred to in
9                     section 25(2) in relation to the liability; and
10             (b) the person who, immediately before the transfer day,
11                    had the benefit of the liability were, immediately before
12                    the transfer day, a creditor of the WA Bell Company.
13     (2)   If property vested in a WA Bell Company or held by a
14           liquidator of a WA Bell Company, to which section 22(1)(a) or
15           (b) applied at the beginning of the transfer day, was freed from
16           an encumbrance, trust, equity or interest (the interest) by
17           section 22 and the WA Bell Company was not the beneficiary of
18           the interest, this Part has effect as if --
19              (a) the interest were, immediately before the transfer day, a
20                   liability of the WA Bell Company; and
21             (b) the person who, immediately before the transfer day,
22                   had the benefit of the interest were, immediately before
23                   the transfer day, a creditor of the WA Bell Company.
24     (3)   If property to which section 22(1) applied at the beginning of
25           the transfer day was freed from an encumbrance, trust, equity or
26           interest (the interest) by section 22 and subsection (2) does not
27           apply in relation to the property, this Part has effect as if --
28              (a) the interest were, immediately before the transfer day, a
29                    liability of each WA Bell Company; and




                                                                           page 29
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 4          Completion of winding up of WA Bell Companies
     Division 1      Information gathering
     s. 29


1                 (b)    the person who, immediately before the transfer day,
2                        had the benefit of the interest were, immediately before
3                        the transfer day, a creditor of each WA Bell Company.
4          (4)   In relation to a claim referred to in section 26(3), this Part has
5                effect as if --
6                  (a) the claim were, immediately before the transfer day, a
7                         liability of the WA Bell Company referred to in
8                         section 26(2) in relation to the claim; and
9                  (b) the person who, immediately before the transfer day,
10                        had the benefit of the claim were, immediately before
11                        the transfer day, a creditor of the WA Bell Company.
12         (5)   If the Authority determines, under section 33, that an interest to
13               which subsection (3) applies is a liability of each WA Bell
14               Company, each company is jointly and severally liable.

15                      Division 1 -- Information gathering
16   29.         Requirements on liquidator
17         (1)   A liquidator of a WA Bell Company must, within one month
18               after the transfer day, give to the Authority an account and
19               statement of a kind that the liquidator would have been required
20               to lodge with ASIC under the Corporations Act section 539
21               if --
22                  (a) this Act had not been passed; and
23                 (b) the liquidator had ceased to act as liquidator on the
24                        transfer day.
25         (2)   The Authority may cause the account and statement to be
26               audited by a registered company auditor (as defined in the
27               Corporations Act section 9), who must prepare a report on the
28               account and the statement (if any).
29         (3)   For the purposes of the audit, the liquidator must give the
30               auditor any books and information that the auditor requires.



     page 30
            Bell Group Companies (Finalisation of Matters and Distribution of
                                                            Proceeds) Bill 2015
                 Completion of winding up of WA Bell Companies           Part 4
                                           Information gathering    Division 1
                                                                           s. 29


1     (4)   The auditor has qualified privilege in relation to a report
2           prepared by the auditor under subsection (2) to the same extent
3           as the auditor would have if the report were one prepared under
4           the Corporations Act section 539.
5     (5)   The costs of an audit under subsection (2) --
6            (a) must be fixed by the Authority; and
7            (b) form part of the expenses of the administration of this
8                  Act.
9     (6)   If the Authority causes an account, or an account and statement,
10          to be audited under subsection (2), the Authority must give the
11          liquidator a copy of the report.
12    (7)   A liquidator of a WA Bell Company must, within one month
13          after the transfer day, give to, or as directed by, the Authority all
14          books of the WA Bell Company and of the liquidator that are
15          relevant to the affairs of the company as at immediately before
16          the transfer day.
17    (8)   The Authority may at any time, by notice given to a liquidator
18          of a WA Bell Company, require the liquidator to prepare and
19          give to it a report about the following as at immediately before
20          the transfer day --
21            (a) all property vested in the company, including property
22                  held by it on trust for any person;
23            (b) all property held by any person (including the liquidator)
24                  on behalf of or on trust for the company;
25            (c) all property held by the liquidator referred to in
26                  section 22(1)(c);
27            (d) any liability of the company.
28    (9)   The report must be in the form, and contain the information,
29          specified by the Authority.
30   (10)   A liquidator of a WA Bell Company must comply with a notice
31          under subsection (8) within 14 days after receiving it.


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     Division 2      Reports and recommendations by the Authority
     s. 30


1      (11)      A liquidator of a WA Bell Company has qualified privilege in
2                making a report under subsection (8) and in relation to any fact
3                or matter stated in the report.
4      (12)      This section has effect in relation to a reinstated WA Bell
5                Company as if references in it to the transfer day were
6                references to the day on which the registration of the company
7                was reinstated.

8    30.         Call for proof of liabilities
9          (1)   The Authority must give to each person whom it reasonably
10               believes to have been a creditor of a WA Bell Company
11               immediately before the transfer day a notice requiring the
12               person to give to the Authority, within 30 days after the date of
13               that notice, full particulars of all liabilities of the company in
14               relation to the person.
15         (2)   The Authority must, as soon as practicable after the transfer
16               day, publish in a daily newspaper circulating in Australia a
17               notice requiring any person who believes that they were a
18               creditor of a WA Bell Company immediately before the transfer
19               day to give to the Authority, within 30 days after the publication
20               of that notice, full particulars of all liabilities of the company in
21               relation to the person.
22    (2A)       The Authority may also publish the notice referred to in
23               subsection (2) by any other means that the Authority thinks
24               necessary to bring it to the attention of the persons referred to in
25               that subsection.
26         (3)   The Authority must specify in a notice under subsection (1)
27               or (2) --
28                 (a) the manner in which a liability may be proved; or
29                 (b) how that manner may be ascertained.




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                      Completion of winding up of WA Bell Companies          Part 4
                       Reports and recommendations by the Authority     Division 2
                                                                               s. 31


1     Division 2 -- Reports and recommendations by the Authority
2    31.         Role of the Authority
3                The role of the Authority under this Division is to --
4                 (a) determine the property and liabilities of each WA Bell
5                       Company, and report to the Minister on that, under
6                       sections 33 and 34; and
7                 (b) make recommendations to the Minister under
8                       sections 35 and 36.

9    32.         Authority must seek submissions from affected creditors
10         (1)   The Authority must comply with this section before --
11                (a) finalising its determination of the property and liabilities
12                     of each WA Bell Company under section 33; and
13                (b) finalising the recommendations that it is to make to the
14                     Minister under sections 35 and 36.
15         (2)   The Authority must prepare a document (a draft report) that
16               sets out --
17                 (a) its preliminary determination of the property and
18                       liabilities of each WA Bell Company under section 33;
19                       and
20                 (b) the recommendations that it is proposing to make to the
21                       Minister under sections 35 and 36.
22    (2A)       The Authority may prepare more than one draft report.
23         (3)   The Authority must provide each draft report to each person
24               who gave particulars of a liability under section 30.
25    (3A)       The first draft report under subsection (2) must be prepared, and
26               provided in accordance with subsection (3), within the period of
27               150 days beginning on the transfer day.
28         (4)   A person to whom a draft report is provided under
29               subsection (3) may make a written submission to the Authority,


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     Part 4          Completion of winding up of WA Bell Companies
     Division 2      Reports and recommendations by the Authority
     s. 33


1                within 14 days after receiving the draft report, in respect of any
2                matter relating to that person arising out of the draft report.

3    33.         Determination of property and liabilities
4          (1)   The Authority must determine the property and liabilities of
5                each WA Bell Company.
6          (2)   In doing so, the Authority must have regard to --
7                  (a) any account and statement given under section 29(1);
8                       and
9                  (b) any books given under section 29(7); and
10                 (c) any report given under section 29(8); and
11                 (d) any particulars of a liability given under section 30; and
12                 (e) any submissions made under section 32(4); and
13                  (f) any other matters that the Authority in its discretion
14                      considers appropriate.
15         (3)   The Authority has an absolute discretion in determining the
16               property and liabilities of each WA Bell Company.

17   34.         Reports to the Minister on property and liabilities
18         (1)   The Authority must report to the Minister on the property and
19               liabilities of each WA Bell Company, as finally determined by it
20               under section 33, as soon as practicable after making the
21               determination.
22         (2)   The report under subsection (1) must contain any
23               recommendations of the Authority under section 35 or 36.
24    (2A)       Before making a final determination under section 33, the
25               Authority may make one or more interim reports to the Minister
26               based on its preliminary determination of the property and
27               liabilities of each WA Bell Company under section 33.
28    (2B)       The Authority must make a report under subsection (2A) if
29               directed to do so by the Minister.


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                      Completion of winding up of WA Bell Companies          Part 4
                       Reports and recommendations by the Authority     Division 2
                                                                               s. 35


1     (2C)       A report under subsection (2A) may contain a description of any
2                contingencies and uncertainties and any interim
3                recommendations of the Authority under section 35 or 36.
4          (3)   The Authority has absolute privilege in making a report under
5                this section and in relation to any fact or matter stated in the
6                report.
7          (4)   A failure by the Authority to comply with any provision of this
8                section does not invalidate a report made by it under this
9                section.

10   35.         Recommendations with respect to liabilities
11         (1)   The Authority must recommend, in writing, to the Minister the
12               amount (if any) to be paid to a person, or the property (if any) to
13               be transferred to or vested in a person (instead of or in addition
14               to the payment of money), in respect of the aggregate of all
15               liabilities of all WA Bell Companies to that person as a creditor.
16         (2)   In making a recommendation under this section, the
17               Authority --
18                 (a) must have regard to the objects of this Act; and
19                 (b) must have regard to any agreement between any of the
20                      creditors, as to the distribution of the proceeds of the
21                      Bell litigation, entered into after 12 noon on the day
22                      before the day on which the Bill for this Act was
23                      introduced into the Legislative Assembly; and
24                 (c) must have regard to any submissions made under
25                      section 32(4); and
26                 (d) may assess the priority of each liability of a WA Bell
27                      Company (as determined under section 33) in
28                      accordance with the Corporations Act Part 5.6
29                      Division 6 Subdivision D as if it were winding up the
30                      company under that Act; and
31                 (e) may have regard to the following --
32                        (i) liabilities under any guarantee or indemnity so as
33                               to avoid double recovery;

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     Part 4          Completion of winding up of WA Bell Companies
     Division 2      Reports and recommendations by the Authority
     s. 35


1                       (ii)   the Authority's assessment of the value of
2                              unliquidated liabilities;
3                      (iii)   recoveries that might be made by a creditor from
4                              subsidiaries of TBGL that are not WA Bell
5                              Companies;
6                      (iv)    the relative size of each liability and the relative
7                              importance of the satisfaction of that liability to
8                              the relevant creditor;
9                       (v)    the detriment to a creditor of not receiving
10                             payment of any liability in full;
11                     (vi)    any amount paid by a creditor for the acquisition
12                             of, or of any interest in, a liability;
13                    (vii)    any recommendation as to the payment of
14                             compensation under section 36.
15    (2A)     A recommendation in an interim report under section 34(2A) is
16             an interim recommendation.
17    (2B)     A recommendation in the report under section 34(1) is a final
18             recommendation and must take into account any amount or
19             property that the Governor under section 36A(2) has determined
20             is to be paid to, or transferred to or vested in, a person.
21      (3)    A recommendation need not contain reasons.
22      (4)    The Authority has an absolute discretion as to --
23              (a) the quantification of any liability; and
24              (b) the amount recommended to be paid to a person or the
25                   property recommended to be transferred to, or vested in,
26                   a person; and
27              (c) the priority to give to that payment, transfer or vesting.
28      (5)    Nothing in this section requires that the aggregate value of all
29             money recommended to be paid, and all property recommended
30             to be transferred or vested, under this section must be equal to
31             the value of the money or property held by the Authority or the


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                      Completion of winding up of WA Bell Companies          Part 4
                       Reports and recommendations by the Authority     Division 2
                                                                               s. 36


1                total liabilities of all WA Bell Companies as determined under
2                section 33.
3          (6)   Nothing in this section creates any right in, or for the benefit of,
4                a creditor of a WA Bell Company or any other person.
5          (7)   The Authority has absolute privilege in making a
6                recommendation under this section and in relation to any fact or
7                matter stated in the recommendation.
8          (8)   A failure by the Authority to comply with any provision of this
9                section does not invalidate a recommendation made by it under
10               this section.

11   36.         Recommendations with respect to funding or indemnities
12         (1)   Subsection (2) applies with respect to a creditor of any kind of a
13               WA Bell Company who, before the transfer day, provided
14               funding for, or an indemnity against costs or liability in relation
15               to, the Bell litigation, whether directly or indirectly.
16         (2)   The Authority may recommend, in writing, to the Minister an
17               amount to be paid to, or property to be transferred to or vested
18               in the creditor (instead of or in addition to the payment of
19               money to that creditor), as compensation for providing that
20               funding or indemnity.
21         (3)   In making a recommendation under subsection (2), the
22               Authority --
23                 (a) must have regard to the objects of this Act; and
24                 (b) must have regard to any agreement between any of the
25                      creditors as to the distribution of the proceeds of the Bell
26                      litigation, entered into after 12 noon on the day before
27                      the day on which the Bill for this Act was introduced
28                      into the Legislative Assembly; and
29                 (c) must have regard to any submissions made under
30                      section 32(4); and




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     Part 4          Completion of winding up of WA Bell Companies
     Division 2      Reports and recommendations by the Authority
     s. 36


1               (d)   may have regard to the following --
2                       (i) the amounts of funding provided;
3                      (ii) the terms of any agreement under which that
4                           funding or indemnity was provided (including an
5                           agreement made void by this Act);
6                     (iii) the extent of any risks assumed in providing that
7                           funding or indemnity (whether or not that
8                           indemnity is or ever has been enforceable);
9                     (iv) the extent of the benefit secured, or detriment
10                          avoided, by the WA Bell Company and its
11                          related bodies corporate on account of the
12                          provision of that funding or indemnity;
13                     (v) the extent of any benefits that may be received
14                          by the creditor from a related body corporate of a
15                          WA Bell Company that is not a WA Bell
16                          Company;
17                    (vi) any other matters that it considers relevant.
18    (3A)     A recommendation in an interim report under section 34(2A) is
19             an interim recommendation.
20    (3B)     A recommendation in the report under section 34(1) is a final
21             recommendation and must take into account any amount or
22             property that the Governor, under section 36A(2), has
23             determined is to be paid to, or transferred to or vested in, a
24             person.
25      (4)    The Authority has an absolute discretion as to --
26              (a) the quantification of any funding, indemnity, risk,
27                   benefit or detriment; and
28              (b) the amount recommended to be paid to a person or the
29                   property recommended to be transferred to, or vested in,
30                   a person.




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                  Completion of winding up of WA Bell Companies           Part 4
                                  Determinations of the Governor     Division 3
                                                                         s. 36A


1      (5)   A recommendation under subsection (2) may further
2            recommend that any amount payable to a creditor under this
3            Act --
4              (a) reduce to a specified extent a liability of a WA Bell
5                   Company to the creditor; or
6              (b) be in addition to any amount otherwise payable to the
7                   creditor under this Act; or
8              (c) be in addition to any payments to the creditor in respect
9                   of liabilities that are the subject of a recommendation
10                  under section 35.
11     (6)   A recommendation need not contain reasons.
12     (7)   Nothing in this section creates any right in, or for the benefit of,
13           a creditor of a WA Bell Company or any other person.
14     (8)   The Authority has absolute privilege in making a
15           recommendation under this section and in relation to any fact or
16           matter stated in the recommendation.
17     (9)   A failure by the Authority to comply with any provision of this
18           section does not invalidate a recommendation made by it under
19           this section.

20            Division 3 -- Determinations of the Governor
21   36A.    Governor may determine amounts and property: interim
22           determinations
23     (1)   The Minister may submit to the Governor an interim report of
24           the Authority under section 34(2A).
25     (2)   The Governor may, by instrument in writing, determine an
26           amount to be paid to, or property to be transferred to or vested
27           in, a person.




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     Part 4          Completion of winding up of WA Bell Companies
     Division 3      Determinations of the Governor
     s. 37


1    37.         Governor may determine amounts and property: final
2                determination
3          (1)   The Minister must submit to the Governor the report of the
4                Authority under section 34(1).
5          (2)   The Governor may, by instrument in writing, determine an
6                amount to be paid to, or property to be transferred to or vested
7                in, a person.
8          (3)   The amount or amounts to be paid to, and the property to be
9                transferred to or vested in, a person under this Division --
10                 (a) is in respect of the aggregate of all liabilities of all WA
11                       Bell Companies to that person as a creditor; and
12                 (b) may be by way of compensation for providing funding
13                       or an indemnity.

14   37A.        Determinations: general provisions
15         (1)   Nothing in this Act requires the Governor to determine that any
16               amount is to be paid to, or any property is to be transferred to or
17               vested in, any person on any account whatsoever.
18         (2)   Nothing in this Act requires that the aggregate value of all
19               money determined by the Governor to be paid, and all property
20               determined by the Governor to be transferred or vested, under
21               this Division must be equal to the value of the money or
22               property held by the Authority or the total liabilities of all WA
23               Bell Companies as determined under section 33.
24         (3)   The Minister must give a determination of the Governor to the
25               Authority.
26         (4)   A determination need not contain reasons.
27         (5)   A determination is not subsidiary legislation for the purposes of
28               the Interpretation Act 1984.
29         (6)   Nothing in this Division creates any right in, or for the benefit
30               of, a creditor of a WA Bell Company or any other person.


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                      Completion of winding up of WA Bell Companies           Part 4
                            Giving effect to Governor's determination    Division 4
                                                                                s. 38


1          (7)   The Governor has absolute privilege in making a determination
2                and in relation to any fact or matter stated in it.
3          (8)   On the making of the determination under section 37(2), every
4                liability of every WA Bell Company to a person to whom
5                nothing is to be paid and to whom no property is to be
6                transferred and in whom no property is to be vested under a
7                determination under this Division is, by force of this Act,
8                discharged and extinguished.

9           Division 4 -- Giving effect to Governor's determination
10   38.         Authority to make payments or transfer property
11         (1)   Subject to subsection (3), as soon as practicable after receiving a
12               determination of the Governor under Division 3, the Authority
13               must --
14                (aa) notify each person specified in the determination to or in
15                      whom the Governor has determined an amount is to be
16                      paid or property is to be transferred or vested; and
17                 (a) pay out of the Fund the amounts specified, to the
18                      persons specified, in the determination; and
19                 (b) transfer or vest the property specified, to or in the
20                      persons specified, in the determination.
21         (2)   The Authority may determine the means by which any payment
22               is to be made.
23         (3)   A person is not entitled to have a payment made to them, or
24               property transferred to or vested in them, under this section
25               unless the person gives to the Authority a deed that --
26                 (a) is in the form approved by the Minister; and
27                 (b) is executed to the satisfaction of the Authority; and
28                 (c) provides for the release or discharge of any person from
29                       any liability that the Minister considers appropriate.
30         (4)   Subsection (5) applies to a person covered by the determination
31               of the Governor under section 37(2).

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     Part 4          Completion of winding up of WA Bell Companies
     Division 4      Giving effect to Governor's determination
     s. 38


1       (5)    At the end of the period of 3 months beginning on the day on
2              which notice of the determination of the Governor under
3              section 37(2) is given to the person --
4                (a) every liability of every WA Bell Company to the person
5                      is, by force of this Act, discharged and extinguished;
6                      and
7                (b) if the person has not given a duly executed deed in
8                      accordance with subsection (3) in relation to a
9                      determination of the Governor under Division 3 -- the
10                     determination ceases to have effect in relation to the
11                     person.
12      (6)    Subsection (7) applies to a person covered by a determination of
13             the Governor under section 36A(2) but not covered by the
14             determination of the Governor under section 37(2).
15      (7)    At the end of the period of 3 months beginning on the day on
16             which the Governor makes the determination under
17             section 37(2) --
18               (a) every liability of every WA Bell Company to the person
19                     is, by force of this Act, discharged and extinguished;
20                     and
21               (b) if the person has not given a duly executed deed in
22                     accordance with subsection (3) in relation to a
23                     determination of the Governor under section 36A(2) --
24                     the determination ceases to have effect in relation to the
25                     person.
26      (8)    A reference to a person covered by a determination of the
27             Governor is a reference to a person to or in whom the Governor
28             has determined an amount is to be paid or property is to be
29             transferred or vested.




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                      Completion of winding up of WA Bell Companies           Part 4
                                                Release of Liquidator    Division 5
                                                                                s. 39


1                       Division 5 -- Release of Liquidator
2    39.         Release of liquidator
3          (1)   On the dissolution of a WA Bell Company under section 27,
4                each person who is, or has at any time been, a liquidator of the
5                company and each person who has at any time acted for or on
6                behalf of such a liquidator is discharged from all liability arising
7                out of or relating to anything done, or purportedly done, by
8                them in performing their duties, including complying with
9                obligations arising under this Act.
10         (2)   In subsection (1), a reference to something being done includes
11               a decision not to do something or a failure to do something.
12         (3)   This section does not prevent a liquidator making at any time an
13               application under the Corporations Act section 480 for an order
14               that he or she be released.




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     Part 5          Winding up of the Authority and Fund

     s. 40


1           Part 5 -- Winding up of the Authority and Fund
2    40.         Closure of the Fund
3          (1)   The Fund is closed by force of this section when whichever of
4                the following first occurs --
5                  (a) the Administrator certifies in writing that all money that
6                        the Authority is required to pay out of the Fund has been
7                        paid;
8                  (b) the end of the period of 6 months beginning on the day
9                        on which the Governor makes the determination under
10                       section 37(2).
11         (2)   Any money standing to the credit of the Fund when it is closed
12               is to be credited to the Consolidated Account.

13   41.         Abolition of Authority
14         (1)   The Authority is abolished.
15         (2)   The office of Administrator is abolished.
16         (3)   On the commencement of this section --
17                (a) any property that, immediately before that
18                      commencement, was vested in the Authority vests in the
19                      State by force of this section; and
20                (b) any liabilities that, immediately before that
21                      commencement, were liabilities of the Authority (other
22                      than a liability to make a payment or to transfer or vest
23                      property in accordance with section 38) become
24                      liabilities of the State; and
25                (c) any proceeding or remedy that, immediately before that
26                      commencement, might have been brought or continued
27                      by or available against or to the Authority may be
28                      brought or continued by and is available against or to the
29                      State; and
30                (d) all records and data of the Authority pass to the
31                      Minister.

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                              Winding up of the Authority and Fund          Part 5

                                                                                s. 42


1          (4)   Any agreement or instrument (other than one to which
2                section 27(5) applies) in existence immediately before the
3                commencement of this section to which the Authority is a party
4                or that contains a reference to the Authority has effect on and
5                after that commencement as if --
6                  (a) the State were substituted for the Authority as a party to
7                         the agreement or instrument; and
8                  (b) any reference in the agreement or instrument to the
9                         Authority (unless the context otherwise requires) were a
10                        reference to, or included a reference to, the State.

11   42.         Vesting of property in the State
12         (1)   Any property of a WA Bell Company accruing, payable or
13               vesting after the closing of the Fund accrues and is payable to or
14               vests in the State.
15         (2)   Subject to this Act, the receipt of any money or property by the
16               State under this Part is a receipt by it for its benefit absolutely
17               and not on behalf of any other person or body.

18   43.         Reports on Authority's functions
19         (1)   The Administrator must --
20                (a) within 3 months after each anniversary of the
21                     commencement of Part 2 -- prepare a report on how the
22                     Administrator carried out the Authority's functions as
23                     outlined in section 9 in the year prior to the anniversary;
24                     and
25                (b) within 3 months after each anniversary of the
26                     commencement of Part 2 -- prepare a report on how the
27                     Administrator carried out the Authority's functions as
28                     outlined in section 9 in the year prior to the anniversary.
29         (2)   The final report under subsection (1)(b) must --
30                (a) set out each recommendation of the Authority under
31                      sections 35 and 36; and


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     Part 5          Winding up of the Authority and Fund

     s. 43


1               (b)   set out each determination of the Governor under Part 4
2                     Division 3; and
3               (c)   state whether a determination of the Governor under
4                     Part 4 Division 3 of an amount to be paid to, or property
5                     to be transferred to or vested in, a person differed from a
6                     recommendation in a report of the Authority under
7                     section 34 in relation to the person.
8       (3)    A report under subsection (1) need not contain reasons in
9              relation to the matters referred to in subsection (2).
10      (4)    The Minister is to cause to be laid before each House of
11             Parliament --
12               (a) a report under subsection (1)(a) within 6 sitting days
13                    after the preparation of the report; and
14              (b) the final report under subsection (1)(b) within 6 sitting
15                    days after the day on which the Authority is abolished.




     page 46
                 Bell Group Companies (Finalisation of Matters and Distribution of
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                                   Application of Corporations Act          Part 6

                                                                              s. 44


1                Part 6 -- Application of Corporations Act
2    44.         Terms used
3                In this Part --
4                Corporations legislation means the Corporations legislation to
5                which the Corporations Act Part 1.1A applies;
6                excluded Corporations legislation provision means any
7                provision of the Corporations legislation that does not apply in
8                the State, as a law of the Commonwealth, in relation to the
9                WA Bell Companies because of section 45.

10   45.         WA Bell Companies excluded from Corporations legislation
11         (1)   Each WA Bell Company is declared to be an excluded matter
12               for the purposes of the Corporations Act section 5F in relation
13               to the whole of the Corporations legislation, other than to the
14               extent specified in subsections (2) and (3).
15         (2)   Subsection (1) does not exclude the application of the following
16               provisions of the Corporations legislation to the WA Bell
17               Companies to the extent that the provisions would otherwise be
18               applicable --
19                 (a) provisions relating to a matter that the regulations
20                       provide is not to be excluded from the operation of the
21                       Corporations legislation;
22                 (b) provisions relating to the role of a WA Bell Company in
23                       the formation of, or the holding of shares in, a company
24                       that is not a WA Bell Company.
25         (3)   Subsection (1) does not apply to the extent necessary to
26               enable --
27                 (a) a WA Bell Company that is dissolved under section 27
28                      to be deregistered under the Corporations Act;
29                 (b) a liquidator of a WA Bell Company that is dissolved
30                      under section 27 to apply for an order that he or she be
31                      released;


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1                  (c)   the registration of a WA Bell Company to be reinstated,
2                        and (without limiting that) the functions in the
3                        Corporations Act section 601AH to be performed and
4                        the matters provided for in that section to occur.

5    46.         Displacement of certain provisions of Corporations
6                legislation
7          (1)   This section has effect if, and to the extent that, an excluded
8                Corporations legislation provision has any application, as a law
9                of the Commonwealth, in relation to a WA Bell Company.
10         (2)   The provisions of Parts 3, 4 and 5 and sections 49 and 50(3) are
11               declared to be Corporations legislation displacement provisions
12               for the purposes of the Corporations Act section 5G in relation
13               to the Corporations legislation.

14   47.         Applying the Corporations legislation to WA Bell
15               Companies
16         (1)   The regulations may declare a matter relating to a WA Bell
17               Company to be an applied Corporations legislation matter for
18               the purposes of the Corporations (Ancillary Provisions)
19               Act 2001 Part 3 in relation to a specified provision or provisions
20               of the Corporations legislation (including any excluded
21               Corporations legislation provision or provisions), with any
22               modifications that are specified in the declaration.
23         (2)   Without limiting subsection (1), the regulations may do any one
24               or more of the following --
25                 (a) specify modifications to the definitions and other
26                      interpretive provisions of the Corporations legislation
27                      relevant to any Corporations legislation provision to
28                      which the declaration relates;




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1           (b)    provide for ASIC to exercise a function under any
2                  Corporations legislation to which the declaration relates,
3                  but only if --
4                     (i) ASIC is to exercise the function under an
5                          agreement referred to in the Australian Securities
6                          and Investments Commission Act 2001
7                          (Commonwealth) section 11(8) or (9A)(b); and
8                    (ii) ASIC is authorised to exercise that function
9                          under section 11 of that Act;
10           (c)   modify the circumstances in which a court may exercise
11                 a function conferred on it by a Corporations legislation
12                 provision to which the declaration relates;
13          (d)    specify that a reference to ASIC in a Corporations
14                 legislation provision to which the declaration relates is
15                 to be a reference to another person;
16           (e)   identify a Corporations legislation provision to which
17                 the declaration relates by reference to the provision as in
18                 force at a particular time;
19           (f)   specify a court to exercise a function conferred by a
20                 Corporations legislation provision to which the
21                 declaration relates.
22   (3)   Words and expressions used in this section and also in the
23         Corporations (Ancillary Provisions) Act 2001 Part 3 have the
24         same meanings in this section as they have in that Part.




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1                               Part 7 -- Offences
2    48.         Scheme to avoid operation of Act or achievement of its
3                objects
4          (1)   In this section --
5                scheme means --
6                  (a) any agreement, promise or undertaking, whether express
7                         or implied and whether or not enforceable or intended to
8                         be enforceable by a legal proceeding; or
9                  (b) any plan, proposal, action, course of action or course of
10                        conduct.
11         (2)   A person must not enter into or carry out a scheme for the
12               purpose of directly or indirectly defeating, avoiding, preventing
13               or impeding the operation of this Act or the achievement of its
14               objects.
15               Penalty: a fine of $200 000 or imprisonment for 5 years, or
16                    both.
17         (3)   This section applies to a scheme --
18                (a) whether the scheme is entered into or made before or
19                      after the enactment of this Act; and
20                (b) even if the purpose referred to in subsection (2) was not
21                      the only or dominant purpose for the scheme, so long as
22                      it was a substantial purpose.
23         (4)   It is not an offence under this section for a liquidator of a
24               company --
25                  (a) to pay, in the ordinary course of the liquidation of the
26                        company, the ordinary expenses of conducting the
27                        liquidation; or
28                  (b) to invest money, in the ordinary course of the liquidation
29                        of the company, with an ADI.




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1          (5)   This section does not apply to the extent (if any) to which it
2                would infringe any constitutional doctrine of implied freedom
3                of political communication.
4          (6)   This section does not apply to or in relation to --
5                 (a) proceedings in a court to challenge the constitutional
6                       validity of this Act; or
7                 (b) proceedings in a court contemplated by this Act.
8                Examples for this subsection:

 9                     For the purposes of subsection (6)(b), proceedings referred to in
10                     sections 67 and 68 are examples of proceedings contemplated by this
11                     Act.

12   49.         Certain deregistered companies not to be reinstated by
13               certain persons
14         (1)   A person (other than the Authority) must not take any step for
15               achieving the reinstatement of the registration of a deregistered
16               company listed in Schedule 1.
17               Penalty: a fine of $10 000.
18         (2)   Before the day on which section 7 comes into operation,
19               subsection (1) does not apply to a WA Bell Company, a
20               liquidator of a WA Bell Company or a former liquidator of a
21               deregistered company.
22         (3)   On and after the day on which section 7 comes into operation,
23               subsection (1) does not apply to a person if the person has the
24               written approval of the Authority to take the step referred to in
25               subsection (1).

26   50.         Dealings with property
27         (1)   In this section --
28               conceal includes transfer outside the State.
29         (2)   A person must not conceal property that is, or is to be,
30               transferred to, and vested in, the Authority by section 22 or do
31               any other act or make an omission of any kind in relation to

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1                such property for the purpose of directly or indirectly defeating
2                the effectiveness of the transfer or vesting or proposed transfer
3                or vesting.
4                Penalty: a fine of $200 000 or imprisonment for 5 years, or
5                     both.
6          (3)   A person must not refuse or fail to take any steps that are within
7                the person's power to take and that are necessary to ensure that
8                the transfer to, and vesting in, the Authority by section 22 of
9                property located outside the State is made effective.
10               Penalty: a fine of $200 000 or imprisonment for 5 years, or
11                    both.
12         (4)   It is not an offence under this section for a liquidator of a
13               company --
14                  (a) to pay, in the ordinary course of the liquidation of the
15                        company, the ordinary expenses of conducting the
16                        liquidation; or
17                  (b) to invest money, in the ordinary course of the liquidation
18                        of the company, with an ADI.

19   51.         Obstruction or hindrance of the Authority
20               A person must not obstruct or hinder --
21                 (a) the Authority in the performance of its functions; or
22                (b) a person assisting the Authority in the performance of
23                       those functions.
24               Penalty: a fine of $200 000 or imprisonment for 5 years, or
25                    both.

26   52.         Failure to comply with requirements
27         (1)   A person must not, without reasonable excuse, fail to comply
28               with a requirement made by this Act or made by the Authority,
29               the Administrator or an employee, agent or delegate of the
30               Authority under this Act.
31               Penalty: a fine of $50 000 or imprisonment for 2 years, or both.

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1          (2)   Subsection (1) does not apply in relation to a requirement made
2                by the Authority, the Administrator or an employee, agent or
3                delegate of the Authority unless, when the Authority,
4                Administrator, employee, agent or delegate makes the
5                requirement, they inform the person that a failure to comply
6                with it may constitute an offence.

7    53.         False information
8                A person must not, in connection with a requirement made or
9                direction given by the Authority, the Administrator or an
10               employee, agent or delegate of the Authority under this Act,
11               provide any information or produce any document that the
12               person knows is false or misleading in a material particular.
13               Penalty: a fine of $50 000 or imprisonment for 2 years, or both.

14   54.         Confidentiality of information
15         (1)   In this section --
16               confidential information means information that has not been
17               made public.
18         (2)   A person must not misuse confidential information obtained by
19               reason of any function that person has, or at any time had, in the
20               administration of this Act or in the course of the provision of
21               services for the purposes of this Act.
22               Penalty: a fine of $12 000 or 12 months imprisonment, or both.
23         (3)   A person misuses confidential information if it is, directly or
24               indirectly, recorded, used or disclosed, other than --
25                 (a) in the course of duty; or
26                 (b) under this Act or another law; or
27                 (c) under the order of a court, tribunal or person acting
28                       judicially; or
29                 (d) for the purposes of the investigation of any suspected
30                       offence or the conduct of proceedings against any
31                       person for an offence; or


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1                  (e)   with the consent of the person or persons to whom the
2                        information relates; or
3                  (f)   in prescribed circumstances.
4          (4)   If confidential information is lawfully disclosed, this section
5                does not prevent the further disclosure of the information, or the
6                recording or use of the information, for the purpose for which
7                the disclosure was made.

8    55.         Liability of officers of body corporate for offence by body
9                corporate
10         (1)   If a body corporate is guilty of an offence under this Part, an
11               officer of the body corporate is also guilty of the offence if the
12               officer failed to take all reasonable steps to prevent the
13               commission of the offence by the body corporate.
14         (2)   In determining whether things done or omitted to be done by the
15               officer constitute reasonable steps, a court must have regard
16               to --
17                 (a) what the officer knew, or ought to have known, about
18                       the commission of the offence by the body corporate;
19                       and
20                 (b) whether the officer was in a position to influence the
21                       conduct of the body corporate in relation to the
22                       commission of the offence; and
23                 (c) any other relevant matter.

24   56.         Further provisions relating to liability of officers of body
25               corporate
26         (1)   Section 55 does not affect the liability of a body corporate for
27               any offence.
28         (2)   Section 55 does not affect the liability of an officer, or any other
29               person, under The Criminal Code Chapters II, LVII, LVIII and
30               LIX.



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1          (3)   An officer of a body corporate may be charged with, and
2                convicted of, an offence in accordance with section 55 whether
3                or not the body corporate is charged with, or convicted of, the
4                principal offence committed by the body corporate.
5          (4)   If an officer of a body corporate who is charged with an offence
6                in accordance with section 55 claims that the body corporate
7                would have a defence if it were charged with the offence --
8                   (a) the onus of proving the defence is on the officer; and
9                  (b) the standard of proof required is the standard that would
10                       apply to the body corporate in relation to the defence.
11         (5)   Subsection (4) does not limit any other defence available to the
12               officer.

13   57.         Conduct on behalf of bodies corporate and principals
14         (1)   In this section --
15               engage in conduct includes to fail or refuse to engage in
16               conduct;
17               state of mind of a person includes --
18                 (a) the knowledge, intention, opinion, belief or purpose of
19                        the person; and
20                 (b) the person's reasons for the intention, opinion, belief or
21                        purpose.
22         (2)   This section applies to and in relation to proceedings for an
23               offence under this Act.
24         (3)   If it is necessary to establish the state of mind of a body
25               corporate in relation to particular conduct, it is sufficient to
26               show --
27                  (a) that the conduct was engaged in by an officer or agent of
28                         the body corporate within the scope of his or her actual
29                         or apparent authority; and
30                 (b) that the officer or agent had the relevant state of mind.



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1          (4)   Conduct engaged in on behalf of a body corporate by an officer
2                or agent of the body corporate within the scope of his or her
3                actual or apparent authority is to be taken to have been engaged
4                in also by the body corporate, unless the body corporate
5                establishes that it took reasonable precautions and exercised due
6                diligence to avoid the conduct.
7          (5)   If it is necessary to establish the state of mind of a person other
8                than a body corporate in relation to particular conduct, it is
9                sufficient to show --
10                  (a) that the conduct was engaged in by an employee or
11                         agent of the person within the scope of his or her actual
12                         or apparent authority; and
13                 (b) that the employee or agent had the relevant state of
14                         mind.
15         (6)   Conduct engaged in on behalf of a person other than a body
16               corporate (the principal) by an employee or agent of the person
17               within the scope of his or her actual or apparent authority is to
18               be taken to have been engaged in also by the principal, unless
19               the principal establishes that the principal took reasonable
20               precautions and exercised due diligence to avoid the conduct.

21   58.         Continuing offences: daily penalties
22               For the purposes of the Interpretation Act 1984 section 71, in
23               relation to an offence committed under this Act, the penalty for
24               each separate and further offence committed by a person is --
25                 (a) for an individual, a fine of $1 000; and
26                 (b) for a body corporate, a fine of $5 000.

27   59.         Bringing prosecutions
28         (1)   Proceedings for an offence under this Act may be commenced
29               prior to the expiry of this Act.
30         (2)   If a prosecution notice alleging an offence under this Act
31               specifies the day on which evidence of the alleged offence first


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1                came to the attention of a person authorised to institute the
2                proceedings, the prosecution notice need not contain particulars
3                of the day on which the offence is alleged to have been
4                committed.
5          (3)   For the purposes of subsection (2), the day specified in the
6                prosecution notice as the day on which evidence first came to
7                the attention of a person authorised to institute proceedings is, in
8                the absence of evidence to the contrary, to be presumed to be
9                that day.

10   60.         Injunctions to ensure compliance with this Act
11         (1)   In this section --
12               offence provision means a provision of this Act, contravention
13               of which may constitute an offence under this Act.
14         (2)   The Administrator may apply to the Court for an injunction
15               restraining a person --
16                 (a) from doing something that would, or would be likely to,
17                       contravene an offence provision; or
18                 (b) from aiding, abetting, counselling or procuring the
19                       contravention of an offence provision; or
20                 (c) from conspiring with others to contravene or bring about
21                       the contravention of an offence provision; or
22                 (d) from attempting to do anything referred to in
23                       paragraph (a), (b) or (c).
24         (3)   The Administrator may apply to the Court to enjoin a person to
25               do something if the person's omission to do it contravenes or
26               would contravene an offence provision.
27         (4)   The Court may grant an injunction whether or not the person
28               has previously contravened the provision, or would, if the
29               injunction is not granted, be likely to contravene or to continue
30               to contravene the provision.




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1       (5)    An interim injunction may be granted before final determination
2              of an application under subsection (2).
3       (6)    The Court is not to require, as a condition of granting an interim
4              injunction, that the Administrator give an undertaking as to
5              damages or costs.
6       (7)    Proceedings against a person for an offence under this Act are
7              not affected by --
8                (a) the making of an application for an injunction in relation
9                      to the commission of the offence; or
10               (b) the grant of, or refusal to grant, an injunction; or
11               (c) the rescission, variation or expiry of an injunction.




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1                            Part 8 -- Miscellaneous
2    61.         Privilege
3          (1)   If a provision of this Act provides that a person has qualified
4                privilege for an act, matter or thing, the person, in relation to the
5                act, matter or thing --
6                   (a) has qualified privilege in proceedings for defamation;
7                        and
8                  (b) is not, in the absence of malice on the person's part,
9                        liable to an action for defamation at the suit of a person.
10         (2)   In subsection (1) --
11               malice includes ill will to the person concerned or any other
12               improper motive.
13         (3)   If a provision of this Act provides that a person has absolute
14               privilege for an act, matter or thing, the person, in relation to the
15               act, matter or thing is not liable to an action for defamation at
16               the suit of a person.
17         (4)   Neither this section nor a provision referred to in subsection (1)
18               limits or affects any right, privilege or immunity that a person
19               has, apart from this section or that provision, as a defendant in
20               proceedings, or an action, for defamation.

21   62.         Effect of things done under Act
22         (1)   This section applies to the following --
23                (a) the enactment, commencement or operation of this Act
24                      or the making, commencement or operation of any
25                      subsidiary legislation made under this Act;
26                (b) the transfer of property to, and the vesting of property
27                      in, the Authority by section 22;
28                (c) the affecting by this Act of a liability;
29                (d) the doing, or omitting to do, of any other act, matter or
30                      thing under, or for the purposes of, this Act.


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1       (2)    Except as otherwise expressly provided by this Act, the acts,
2              matters or things to which this section applies --
3               (a) are not to be regarded as placing any person in breach of
4                      contract or confidence or as otherwise making any
5                      person guilty of a civil wrong;
6               (b) are not to be regarded as placing any person in breach
7                      of, or as constituting a default under --
8                         (i) any law of the State; or
9                        (ii) any principles or rules of common law or equity;
10                              or
11                      (iii) any provision in any agreement including, but
12                              not limited to, any provision prohibiting,
13                              restricting or regulating the assignment or
14                              transfer of any property or the disclosure of any
15                              information;
16              (c) are not to be regarded as fulfilling any condition which
17                     allows a person to exercise a right or remedy in respect
18                     of, or to terminate, any agreement or obligation;
19              (d) are not to be regarded as giving rise to any remedy for a
20                     party to a contract or an instrument or as causing or
21                     permitting the termination of any contract or instrument
22                     because of a change in the beneficial or legal ownership
23                     of any property, right or liability;
24              (e) are not to be regarded as causing any contract or
25                     instrument to be void or otherwise unenforceable;
26               (f) are not to be regarded as frustrating any contract;
27              (g) do not release any surety or other obligee wholly or in
28                     part from any obligation.




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1    63.         Protection of the Minister, the Authority and others
2          (1)   The Minister, the Authority, the Administrator or any person
3                employed or engaged by the Authority (including a person
4                covered by section 11(1)) is not liable for anything done by
5                them, in good faith, in the performance or purported
6                performance of a function under this Act.
7          (2)   The State is also relieved of any liability that it might otherwise
8                have had for another person having done anything as described
9                in subsection (1).
10         (3)   The protection given by this section applies even though the
11               thing done as described in subsection (1) may have been
12               capable of being done whether or not this Act had been enacted.
13         (4)   In this section, a reference to the doing of anything includes a
14               reference to an omission to do anything.

15   64.         Protection of ICWA and others connected with it
16         (1)   In this section --
17               protected act, in relation to a person to whom this section
18               applies, means anything done or omitted to be done, or
19               purportedly done or omitted to be done, by the person in
20               connection with --
21                 (a) the conduct of the Bell Litigation; or
22                 (b) the negotiation or execution of any agreement declared
23                        void by section 26; or
24                 (c) the liquidation of any WA Bell Company; or
25                 (d) the settlement of the Bell litigation; or
26                 (e) preparing the Bill for this Act or recommending its
27                        introduction into the Parliament.
28         (2)   This section applies to ICWA and to any person who is, or has
29               at any time been --
30                 (a) the managing director of ICWA;

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1                 (b)    a member of the board of Commissioners;
2                 (c)    an officer or employee of ICWA;
3                 (d)    an agent, custodian, broker or attorney appointed or
4                        engaged by ICWA;
5                  (e)   a person engaged under the Insurance Commission of
6                        Western Australia Act 1986 section 12(4).
7          (3)   Each person to whom this section applies is released and
8                discharged from any claim, demand or proceeding of any nature
9                whatsoever by a person, other than ICWA or the State, under
10               any law of the State or any principles or rules of common law or
11               equity, arising out of or relating to a protected act.
12         (4)   Except as provided by subsection (5), subsection (3) does not
13               operate to release or discharge any liability of a person to ICWA
14               or the State for breach of --
15                 (a) the Insurance Commission of Western Australia
16                       Act 1986; or
17                 (b) the Statutory Corporations (Liability of Directors)
18                       Act 1996; or
19                 (c) the Public Sector Management Act 1994.
20         (5)   Subsection (4) does not apply to conduct covered by
21               paragraphs (d) and (e) of the definition of protected act in
22               subsection (1).

23   65.         Protection for compliance with the Act
24         (1)   No civil or criminal liability attaches to a person for
25               compliance, or purported compliance, in good faith, with a
26               requirement of or under this Act.
27         (2)   In particular, if a person produces a record or other information
28               as required under this Act, no civil liability attaches to the
29               person for producing the record or information, whether the
30               liability would arise under a contract or otherwise.



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1    66.         Act not to give rise to liability against the State, Authority or
2                Administrator
3          (1)   In this section --
4                officer of the State includes --
5                  (a) an employee as defined in the Public Sector
6                         Management Act 1994 section 3(1); and
7                  (b) an individual who is or was an agent or contractor of the
8                         State;
9                the State includes any State authority or officer of the State, and
10               also includes --
11                 (a) the Crown in right of the State; and
12                 (b) the Government of the State; and
13                 (c) a Minister of the Crown in right of the State; and
14                 (d) a statutory corporation, or other body, representing the
15                        Crown in right of the State.
16         (2)   The State, the Authority and the Administrator are not liable to
17               any action, liability or demand arising from --
18                 (a) the enactment, commencement or operation of this Act
19                       or the making, commencement or operation of any
20                       subsidiary legislation made under this Act; or
21                 (b) the transfer of property to, and the vesting of property
22                       in, the Authority by section 22; or
23                 (c) the affecting by this Act of a liability; or
24                 (d) the doing of, or omitting to do, any other act, matter or
25                       thing under, or for the purposes of, this Act.

26   67.         Stay of proceedings
27         (1)   On and from the transfer day a person cannot begin or continue
28               proceedings in a court with respect to property that was,
29               immediately before that day, property of a WA Bell Company
30               except with the leave of the Court and in accordance with the
31               terms, if any, that it imposes.

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1          (2)   To the extent to which a right to make a taxation objection, or a
2                right or capacity to seek the review of, or to appeal against, a
3                decision of the Commissioner in relation to a taxation objection,
4                is property of the company, subsection (1) does not apply to the
5                right or capacity.
6          (3)   Words and expressions used in subsection (2) and also in the
7                Taxation Administration Act 1953 (Commonwealth) Part IVC
8                have the same meanings in that subsection as they have in that
9                Part.

10   68.         No appeal or review
11         (1)   Any decision made, or other thing done, by the Governor, the
12               Minister, the Authority or the Administrator under or for the
13               purposes of this Act --
14                 (a) is final and conclusive; and
15                (b) must not be challenged, appealed against, reviewed,
16                      quashed or called into question in any court; and
17                 (c) is not subject to review or remedy by way of
18                      prohibition, mandamus, injunction, declaration or
19                      certiorari, or a remedy having the same effect as a
20                      remedy that could be provided by means of such a writ,
21                      in any court on any account.
22         (2)   Nothing in this Act requires the Governor, the Minister, the
23               Authority or the Administrator to perform a function, or
24               exercise a power, in a particular way in any particular
25               circumstance.
26         (3)   The rules known as the rules of natural justice (including any
27               duty of procedural fairness) do not apply to, or in relation to, the
28               doing or omitting to do, or the purported doing of or omitting to
29               do, any act, matter or thing under Part 3 or 4 by, or by any
30               person on behalf of --
31                 (a) the Governor; or
32                 (b) the Minister; or


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1                 (c)    the Authority; or
2                 (d)    the Administrator.
3          (4)   Nothing in subsections (1) to (3) affects the jurisdiction of the
4                Court to grant relief for jurisdictional error.

5    69.         Conduct of inquiry
6                The Authority, when inquiring into a matter which it is to
7                determine or recommend under this Act --
8                  (a) is to act with as little formality as possible; and
9                  (b) is not bound by the rules of evidence and may inform
10                      itself on any matter in any manner it considers
11                      appropriate; and
12                 (c) may receive written or oral submissions as it considers
13                      appropriate.

14   70.         Judicial notice
15               All courts, judges and persons acting judicially must take
16               judicial notice of the official signature of every person who is
17               for the time being, and every person who has at any time been,
18               the Administrator and of the fact that the person holds or has
19               held that office.

20   71.         Freedom of Information Act 1992
21               The Freedom of Information Act 1992 has effect as if the
22               Authority were mentioned in Schedule 2 to that Act.

23   72.         Power to obtain opinion
24         (1)   The Authority is entitled to submit to the State Solicitor a
25               question concerning the functions or powers of the Authority.
26         (2)   The State Solicitor must give the Authority a written opinion on
27               a question submitted under subsection (1).




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     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Part 8          Miscellaneous

     s. 73


1    73.         Constructive notice of contents of document
2                A person to whom the Authority or the Administrator gives a
3                notice or other document under this Act is taken to know its
4                contents from the time it is given to the person.

5    74.         Translation of documents
6                A requirement imposed under this Act to give a document is, in
7                the case of a document that is not in the English language, taken
8                to include a requirement that a translation of the document be
9                given at the same time.

10   75.         Service of documents
11               A document required or permitted by or under this Act to be
12               given to a person may --
13                 (a) be given in any of the ways provided for by the
14                       Interpretation Act 1984 section 75 or 76; or
15                 (b) by electronic means of communication approved by the
16                       person to whom the document is to be given.

17   76.         Approved forms
18         (1)   The Administrator may approve forms for use under this Act.
19         (2)   An approved form may require information provided in the
20               form to be verified by statutory declaration.

21   77.         Regulations
22         (1)   The Governor may make regulations prescribing all matters that
23               are required or permitted by this Act to be prescribed or are
24               necessary or convenient to be prescribed for giving effect to this
25               Act.
26         (2)   Without limiting subsection (1), regulations may be made as to
27               the following --
28                 (a) applications under this Act;
29                 (b) records to be kept in relation to matters under this Act;

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           Bell Group Companies (Finalisation of Matters and Distribution of
                                                        Proceeds) Bill 2015
                                              Miscellaneous           Part 8

                                                                       s. 78


1           (c)    the giving of notices or other documents under this Act;
2           (d)    fees or charges payable in relation to any matter under
3                  this Act;
4            (e)   imposing additional fees for the late giving of
5                  documents;
6            (f)   providing that a contravention of a regulation is an
7                  offence and providing for a penalty not exceeding a fine
8                  of $2 500.

9    78.   Expiry of Act
10         This Act expires at the end of the 6 years beginning on the day
11         on which the Governor makes the determination under
12         section 37(2).




                                                                    page 67
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Schedule 1      The WA Bell Companies




1                 Schedule 1 -- The WA Bell Companies
2                                                                           [s. 3(1)]
3    1.        Albany Broadcasters Limited ACN 008 674 600 (In Liquidation)
4    2.        Ambassador Nominees Pty Ltd ACN 009 105 800 (In Liquidation)
5    3.        Belcap Enterprises Pty Ltd ACN 009 264 537 (In Liquidation)
6    3A.       Belcap Nominees Pty Ltd ACN 009 265 178 (Deregistered)
7    4.        Belcap Portfolio Pty Ltd ACN 009 265 169 (Deregistered)
8    5.        Bell Bros. Holdings Ltd ACN 008 695 056 (In Liquidation)
9    6.        Bell Bros. Pty Ltd ACN 008 672 375 (In Liquidation)
10   7.        Bell Equity Management Limited ACN 009 210 208 (In Liquidation)
11   8.        Bell Group Finance Pty Ltd ACN 009 165 182 (In Liquidation)
12   9.        Bell Properties Pty Ltd ACN 008 675 625 (Deregistered)
13   10.       Bell Publishing Group Pty Ltd ACN 008 704 452 (In Liquidation)
14   10A.      B. P. T. Pty Ltd ACN 009 190 292 (Deregistered)
15   11.       Dolfinne Pty Ltd ACN 009 134 516 (In Liquidation)
16   12.       Dolfinne Securities Pty Ltd ACN 009 218 142 (In Liquidation)
17   13.       Godine Enterprises Pty Ltd ACN 009 237 316 (Deregistered)
18   14.       Godine Finance Pty Ltd ACN 009 237 325 (Deregistered)
19   15.       Group Color (W.A.) Pty Ltd ACN 008 687 769 (Deregistered)
20   16.       Harlesden Finance Pty Ltd ACN 009 227 561 (In Liquidation)
21   17.       Harlesden Pty Ltd ACN 008 773 411 (Deregistered)
22   18.       H.J.W. Engineering Pty Ltd ACN 008 975 746 (Deregistered)
23   19.       Industrial Securities Pty Ltd ACN 008 728 792 (In Liquidation)
24   20.       Maranoa Developments Pty Ltd ACN 009 244 900 (Deregistered)
25   21.       Maranoa Holdings Pty Ltd ACN 009 244 893 (Deregistered)
26   22.       Neoma Investments Pty Ltd ACN 009 234 842 (In Liquidation)
27   23.       Option Securities Limited ACN 008 737 291 (Deregistered)



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            Bell Group Companies (Finalisation of Matters and Distribution of
                                                         Proceeds) Bill 2015
                                     The WA Bell Companies       Schedule 1




1    24.    TBGL Enterprises Ltd ACN 008 669 216 (In Liquidation)
2    24A.   TBGL Securities Pty Ltd ACN 008 713 513 (Deregistered)
3    25.    The Bell Group Ltd ACN 008 666 993 (In Liquidation)
4    26.    Wanstead Finance Pty Ltd ACN 009 227 570 (Deregistered)
5    27.    Wanstead Pty Ltd ACN 008 775 120 (In Liquidation)
6    28.    Wanstead Securities Pty Ltd ACN 009 218 160 (In Liquidation)
7    29.    WAON Investments Pty Ltd ACN 008 937 166 (In Liquidation)
8    30.    Wigmores Air Services Pty Ltd ACN 008 742 863 (Deregistered)
9    31.    Wigmores Finance Pty Ltd ACN 008 679 230 (Deregistered)
10   32.    Wigmores Tractors Pty Ltd ACN 008 679 221 (In Liquidation)




                                                                      page 69
     Bell Group Companies (Finalisation of Matters and Distribution of
     Proceeds) Bill 2015
     Schedule 2      The Bell litigation




1                      Schedule 2 -- The Bell litigation
2                                                                             [s. 3(1)]
3    The Main proceedings comprising:
4    Proceeding No. CIV 1464 of 2000 in the Supreme Court of Western Australia,
5    and includes the Applications by Gentra Ltd (formerly Royal Trust Bank) dated
6    25 August 2011 and amended application dated 4 November 2011 filed by the
7    Gentra Judgment Creditors, and the application dated 21 October 2011 filed by
8    Gentra Ltd.
9    The proceeding commenced in the Court of Appeal of the Supreme Court of
10   Western Australia (Proceeding No. CACV 52 of 2009), and includes all
11   cross-appeals and notices of contention filed in that proceeding.
12   High Court proceeding No. P18 of 2013, commenced by Notice of Appeal filed
13   on 27 March 2013, and includes the Notice of Cross-Appeal and Notice of
14   Contention filed on 9 April 2013.
15   The related proceedings comprising:
16   Foreign proceedings:

      CH 1995 B No. 7955        Proceedings in the High Court of Justice of
                                England and Wales similar to the First Instance
                                Proceeding.

      CH 4771 of 1995           Proceedings in the High Court of Justice of
                                England and Wales -- application for the
                                production of documents and related relief.

      CH 4772 of 1995           Proceedings in the High Court of Justice of
                                England and Wales -- application for the
                                production of documents and related relief.

      Helsinki District Court   Proof of debt in liquidation of Skopbank.
      Dnro 99/2515




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            Bell Group Companies (Finalisation of Matters and Distribution of
                                                           Proceeds) Bill 2015
                                            The Bell litigation   Schedule 2




1   Supreme Court of Western Australia proceedings:

     CIV 2285 of 1995        Allegation of negligence against Coopers &
                             Lybrand in relation to 1989/1990 audit of
                             BGNV.

     CIV 2287 of 1995        Claim for breach of directors duties.

     CIV 2301 of 1995        Claim for breach of directors duties.

     COR 206 of 1995         Application for leave to extend time for appeal
                             against admission of Australian Consolidated
                             Investments Ltd's proof of debt in BGF
                             liquidation.

     COR 218 of 1995         Application under Corporations Law s. 1321
                             appealing decision to partially accept Australian
                             Consolidated Investments Ltd's proof of debt in
                             BGF liquidation.

     CIV 1863 of 1996        Application by BGNV against the defendant
                             banks, in CIV 1464 of 2000, under the Property
                             Law Act 1969 section 89.

     COR 162 of 1996         Application for extension of time.

     COR 253 of 1996         Appeal against partial admission of Australian
                             Consolidated Investments Ltd's proof of debt in
                             BGF liquidation.

     COR 254 of 1996         Appeal against admission of Australian
                             Consolidated Investments Ltd and Bell
                             Resources Ltd proofs of debt in BGF
                             liquidation.

     COR 255 of 1996         Appeal against partial admission of Australian
                             Consolidated Investments Ltd and Bell
                             Resources Ltd proof of debt in TBGL
                             liquidation.




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    Bell Group Companies (Finalisation of Matters and Distribution of
    Proceeds) Bill 2015
    Schedule 2      The Bell litigation




     COR 256 of 1996            Appeal against partial admission of Godine Pty
                                Ltd proof of debt in TBGL liquidation.

     COR 257 of 1996,           Appeal against admission of JN Taylor Holdings
     FUL 185 of 1997 and        Limited (In Liquidation) ACN 007 600 339
     P59 of 1998                proof of debt in TBGL liquidation.

     CIV 2061 of 1996           Proceedings relating to the TBGL Inter-Creditor
                                Agreement.

     COR 358 of 1997            Application under the Corporations Law s. 596B
                                for examination and production of books by
                                Aspinall, Mitchell and Simpson.

     COR 37 of 1998             Application under the Corporations Law s. 596B
                                for examination of bank officers and former
                                bank officers.

     COR 127 of 2000            Application for the examination of Totterdell,
                                Lonergan and Watson of PWC.

     CIV 1320 of 2001           Proceedings relating to the TBGL Inter-Creditor
                                Agreement.

     CIV 1126 of 2002           Proceedings relating to the Western Interstate
                                Assignment Agreement.

1   Any counterclaim, appeal, cross-appeal, notice of contention or interlocutory or
2   other application filed in relation to any such proceeding.

3




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Bell Group Companies (Finalisation of Matters and Distribution of
                                             Proceeds) Bill 2015



                                                    Defined terms




                                                         page 73
Bell Group Companies (Finalisation of Matters and Distribution of
Proceeds) Bill 2015


Defined Terms


                                              Defined terms
            [This is a list of terms defined and the provisions where they are defined.
                                   The list is not part of the law.]
      Defined term                                                                                             Provision(s)
      ADI .................................................................................................................. 3(1)
      Administrator ................................................................................................... 3(1)
      agreement ......................................................................................................... 3(1)
      ASIC ................................................................................................................ 3(1)
      Authority .......................................................................................................... 3(1)
      Bell group of companies ....................................................................................... 4
      Bell Group Subsidiary Indemnity Agreements ................................................ 3(1)
      Bell litigation ................................................................................................... 3(1)
      Bell litigation funds .............................................................................................. 4
      BGF ................................................................................................................. 3(1)
      BGF AFI .......................................................................................................... 3(1)
      BGF Trust Deed ............................................................................................... 3(1)
      BGNV .............................................................................................................. 3(1)
      BGNV Indemnity ............................................................................................. 3(1)
      BGNV Trust Deeds .......................................................................................... 3(1)
      BGUK Liquidator's Indemnity Agreements .................................................... 3(1)
      body corporate ................................................................................................. 3(1)
      books ................................................................................................................ 3(1)
      company ........................................................................................................... 3(1)
      conceal ........................................................................................................... 50(1)
      confidential information................................................................................. 54(1)
      corporation ....................................................................................................... 3(1)
      Corporations Act .............................................................................................. 3(1)
      Corporations legislation ...................................................................................... 44
      Court ................................................................................................................ 3(1)
      creditor ............................................................................................................. 3(1)
      daily newspaper ............................................................................................... 3(1)
      director, ............................................................................................................ 3(1)
      draft report ..................................................................................................... 32(2)
      engage in conduct .......................................................................................... 57(1)
      excluded Corporations legislation provision ....................................................... 44
      financial records............................................................................................... 3(1)
      Fund ................................................................................................................. 3(1)
      Gentra Indemnity ............................................................................................. 3(1)
      ICWA ............................................................................................................... 3(1)
      Indemnity and Distribution Agreement ........................................................... 3(1)
      interest...................................................................................................28A(2), (3)
      LDTC ............................................................................................................... 3(1)
      LDTC (BGF) ................................................................................................... 3(1)
      LDTC (TBGL) ................................................................................................. 3(1)


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     Bell Group Companies (Finalisation of Matters and Distribution of
                                                  Proceeds) Bill 2015



                                                                                                  Defined Terms

liability ............................................................................................................. 3(1)
liquidator .......................................................................................................... 3(1)

 


 

iquidators' Indemnity Agreement .................................................................. 3(1) Main Proceeding Indemnity Agreements......................................................... 3(1) malice ............................................................................................................. 61(2) offence provision ........................................................................................... 60(1) officer ............................................................................................................... 3(1) officer of the State.......................................................................................... 66(1) principal ......................................................................................................... 57(6) property ............................................................................................................ 3(1) protected act ................................................................................................... 64(1) PTICA .............................................................................................................. 3(1) records.............................................................................................................. 3(1) reinstated WA Bell Company .......................................................................... 3(1) related body corporate ..................................................................................... 3(1) relevant official .............................................................................................. 28(1) relevant property ............................................................................................ 28(1) right .................................................................................................................. 3(1) scheme ........................................................................................................... 48(1) state of mind .................................................................................................. 57(1) subsidiary ......................................................................................................... 3(1) TBGL ............................................................................................................... 3(1) TBGL AFI ....................................................................................................... 3(1) TBGL Inter-Creditor Agreement ..................................................................... 3(1) TBGL Trust Deed ............................................................................................ 3(1) the State ......................................................................................................... 66(1) transfer day ...................................................................................................... 3(1) Trust Deed Indemnity Agreements .................................................................. 3(1) WA Bell Company........................................................................................... 3(1) Western Interstate ............................................................................................ 3(1) Western Interstate Assignment Agreement ...................................................... 3(1) Western Interstate Indemnity Agreement ........................................................ 3(1) Western Interstate Inter-Creditor Agreement................................................... 3(1)

 


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