Singapore legislation
Section 27
Section 27
Transfer of airport undertaking to successor company
(1)
The Minister must, before the transfer date —
nominate a company wholly owned or substantially owned by the Government to be the successor company for the purposes of this Act, being a company specified by the Minister and agreed to by the Minister for Finance; and
determine the parts of the excluded property vested in the Authority immediately before the transfer date which are to vest under subsection (4) on lease.
(2)
On the transfer date, the property, rights and liabilities comprised in the airport undertaking of the Authority become, by virtue of this section and without further assurance, the property, rights and liabilities of the successor company nominated for the purposes of this section by the Minister.
(3)
Every agreement relating to any of the transferred properties to which the Authority was a party immediately before the transfer date, whether or not of such nature that the rights and liabilities thereunder could be assigned, has effect as from that date as if —
the successor company had been a party to such an agreement; and
for any reference to the Authority there were substituted in respect of anything to be done on or after the transfer date a reference to the successor company.
(4)
On the transfer date, such part of the excluded property as determined by the Minister under subsection (1)(b) vests in the successor company on a lease, which —
is for such tenure and subject to such terms and conditions as the Authority may determine; and
is a concurrent lease in respect of excluded property which is the subject of any existing lease; and “existing lease” means a lease of any part of the excluded property which is in force immediately before the transfer date.
(5)
All assets, powers, rights, interests, privileges, debts, liabilities and obligations connected with the part of the excluded property transferred to the successor company under subsection (4)(a) are deemed, on the transfer date, by virtue of this section and without further assurance, to have become the assets, powers, rights, interests, privileges, debts, liabilities and obligations of the successor company.
(6)
If any question arises as to whether any particular property, asset, interest, right, privilege, liability or obligation has been transferred to or vested in the successor company under subsection (2) or (4), a certificate under the hand of the Minister for Finance is conclusive evidence that the property, asset, interest, right, privilege, liability or obligation was or was not so transferred or vested.
(7)
To avoid doubt, it is declared that —
any reference in this Act to property comprised in the Authority’s airport undertaking is a reference to that property (other than the excluded property) of the Authority whether situated in Singapore or elsewhere; and
any such reference to rights and liabilities comprised in the Authority’s airport undertaking is a reference to the rights to which the Authority is entitled or (as the case may be) the liabilities to which the Authority is subject, whether under the laws of Singapore or any country outside Singapore and includes rights and liabilities arising under loans raised in relation to the Authority’s airport undertaking.
(8)
It is the duty of the Authority and of the successor company to take all such steps as may be requisite to secure that the vesting in the successor company by virtue of this section of any foreign property, right or liability is effective under the relevant foreign law, and until such time it is the duty of the Authority to hold that property or right for the benefit of, or to discharge that liability on behalf of, the successor company.
(9)
Nothing in subsection (7) is to be taken as prejudicing the effect under the laws of Singapore of the vesting in the successor company by virtue of this section of any foreign property, right or liability.
(10)
Any expenses incurred by the Authority under subsection (8) must be paid by the successor company.
(11)
In subsections (7) and (8), references to any foreign property, right or liability are references, respectively, to any property, right or liability comprised in the Authority’s airport undertaking as respects which any issue arising in any proceedings would have been determined (in accordance with the rules of conflict of laws) by reference to the law of a country or territory outside Singapore.