Clause 15

A special administration order is an order of the Minister made under section 34(1) in relation to a gas transporter or an LNG terminal operator directing that, during the period for which the order is in force, the affairs, business and property of that gas transporter or LNG terminal operator shall be managed directly or indirectly by the Authority —

for securing one or more of the purposes of such an order set out in subsection (2); and

in a manner which protects the respective interests of the shareholders and creditors of the gas transporter and relevant gas shippers, or of the LNG terminal operator, as the case may be.(2) The purposes referred to in subsection (1)(a) are —

the security or reliability —

in the case of a gas transporter, of the conveyance of gas by the gas transporter to consumers’ premises; or

in the case of an LNG terminal operator, of the services provided by the LNG terminal operator;

the survival of the gas transporter or LNG terminal operator, or the whole or part of its licensed gas business, as a going concern;

the transfer to another company, or (with respect to different parts of any undertaking of the gas transporter or LNG terminal operator) to 2 or more different companies, as a going concern, of so much of any undertaking of the gas transporter or LNG terminal operator as is necessary to transfer in order to ensure that the functions and duties which have been vested in the gas transporter or LNG terminal operator by virtue of its licence may be properly carried out; or

the carrying out of the functions and duties which have been vested in the gas transporter or LNG terminal operator pending the making of the transfer and the vesting of those functions and duties in the other company or companies.(3) The Minister may make regulations for giving effect to this section and section 34, including regulations governing any undertaking referred to in subsection (2)(c), and making provision for applying, omitting or modifying provisions of Part VIIIA of the Companies Act (Cap. 50) where a special administration order is made.(4) In this section, “relevant gas shipper” means a gas shipper who ships gas by means of a gas pipeline network owned by, or under the management or control of, a gas transporter in relation to whom a special administration order is made under section 34(1).Power to make special administration order, etc.34.—

If, on an application made to the Minister by the Authority, the Minister is satisfied that any one or more of the grounds specified in subsection (2) are satisfied in relation to a gas transporter or an LNG terminal operator, the Minister may make any one or more of the following orders:

a special administration order in relation to the gas transporter or LNG terminal operator;

an order requiring the gas transporter or LNG terminal operator to immediately take any action or do or not do any act or thing in relation to its licensed gas business as the Minister may consider necessary;

an order appointing a person to advise the gas transporter or LNG terminal operator on the proper conduct of its licensed gas business.(2) The grounds referred to in subsection (1) are —

the gas transporter or LNG terminal operator is or is likely to be unable to pay its debts;

the occurrence of a public emergency;

the Minister considers it in the interest of the security or reliability —

in the case of a gas transporter, of the conveyance of gas by the gas transporter to consumers’ premises; or

in the case of an LNG terminal operator, of the services provided by the LNG terminal operator; or

the Minister otherwise considers it in the public interest.(3) Notice of any application under subsection (1) shall be given immediately by the Authority to such persons and in such manner as may be determined by the Authority.(4) Any decision of the Minister under subsection (1) shall be final.(5) For the purposes of this section, a gas transporter or an LNG terminal operator, being a company, is unable to pay its debts if it is deemed to be so unable under section 254(2) of the Companies Act (Cap. 50).(6) Notwithstanding any written law —

a gas transporter or an LNG terminal operator shall not be wound up voluntarily without the consent of the Authority;

no judicial management order under Part VIIIA of the Companies Act shall be made in relation to a gas transporter or an LNG terminal operator;

no step shall be taken by any person to enforce any security over a gas transporter’s or an LNG terminal operator’s property except where that person has served 14 days’ notice in writing of his intention to take that step on the Authority; and

no step shall be taken by any person to execute or enforce a judgment or order of court obtained against a gas transporter or an LNG terminal operator, except where that person has served 14 days’ notice in writing of his intention to take that step on the Authority.(7) The Authority shall be a party to any proceedings under the Companies Act relating to the winding up of the affairs of a gas transporter or an LNG terminal operator.Remuneration and expenses of Authority and others35.—

Where a special administration order has been made under section 34(1)(a), the Authority may, at any time, whether or not the order is still in force, fix the remuneration and expenses to be paid by the gas transporter or LNG terminal operator to the Authority.(2) The Authority may at any time (whether or not the appointment of the person has terminated) fix the remuneration and expenses to be paid by a gas transporter or an LNG terminal operator to any person appointed by the Minister under section 34(1)(c) to advise the gas transporter or LNG terminal operator on the proper conduct of its licensed gas business.”.