Port of Singapore Authority (Dissolution) Bill

In this Act, unless the context otherwise requires —

“appointed day” means the date of commencement of this Act;

“Authority” means the Port of Singapore Authority established under the Port of Singapore Authority Act (Cap. 236) in force before the appointed day;

“securities”, in relation to a company, includes shares, debentures, bonds and other securities of the company, whether or not constituting a charge on the assets of the company;

“shares”, in relation to a company, means shares in, or stock forming part of, the capital of the company;

“successor Authority” means the Maritime and Port Authority of Singapore;

“successor company” means a company nominated by the Minister under section 3(1).

For the purposes of this Act, a company shall be regarded as wholly owned by the Government at any time when all the issued shares in the company are held by or on behalf of the Government.

On the appointed day, the property, rights and liabilities comprised in the undertaking of the Authority shall become, by virtue of this section and without further assurance, the property, rights and liabilities of —

Any immovable property to be transferred to and vested in the successor company or the successor Authority under subsection (1) shall be held by the successor company or the successor Authority upon such tenure and subject to such conditions as the President may determine.

If any question arises as to whether any particular property, right or liability of the Authority has been transferred to or vested in the successor company, the successor Authority or the Government under this Act, a certificate under the hand of the Minister for Finance shall be conclusive evidence that the property, right or liability was or was not so transferred or vested.

It is hereby declared for the avoidance of doubt that —

It shall be the duty of the successor company and the successor Authority to take all such steps as may be requisite to secure that the vesting in the 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 shall be the duty of the successor Authority to hold that property or right for the benefit of, or to discharge that liability on behalf of, the company.

Nothing in subsection (5) shall 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.

Any expenses incurred and liabilities discharged by the successor Authority under subsection (5) shall be paid by the successor company.

In subsections (5) and (6), references to any foreign property, right or liability are references, respectively, to any property, right or liability comprised in the undertaking of the Authority in respect of 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.

As a consequence of the vesting in the successor company by virtue of section 3(1) of the property, rights and liabilities comprised in the undertaking of the Authority, the successor company shall issue such securities of the successor company as the Minister for Finance may from time to time direct to any company wholly owned by the Government.

The Minister for Finance shall not give a direction under subsection (1) in relation to the successor company at a time when that company has ceased to be wholly owned by the Government.

Securities required to be issued in pursuance of this section shall be issued or allotted at such time and on such terms as to allotment as the Minister for Finance may direct.

Shares in the successor company issued in pursuance of this section —

Section 69 of the Companies Act (which provides that where a company issues shares for which a premium is received by the company whether in cash or in the form of other valuable consideration a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to a share premium account) shall not apply in relation to the issue of shares by the successor company in pursuance of this section, notwithstanding that such shares may be regarded as having been issued by the successor company at a premium.

If the Minister for Finance so directs at any time before the successor company ceases to be wholly owned by the Government, such sum (not exceeding the accumulated realised profits of the Authority in connection with its property, rights and liabilities) as may be specified in the direction shall be carried by the successor company to a reserve (referred to in this section as the statutory reserve).

The statutory reserve may only be applied by the successor company in paying up unissued shares of the successor company to be allotted to members of the successor company as fully-paid bonus shares and in paying dividends to them.

For the purposes of any statutory accounts of the successor company —

For the purposes of any statutory accounts of the successor company, the amount to be included in respect of any item shall be determined as if anything done by the Authority (whether by way of acquiring, revaluing or disposing of any asset or incurring, revaluing or discharging any liability, or by carrying any amount to any provision or reserve, or otherwise) had been done by the successor company.

Without prejudice to the generality of subsection (4), the amount to be included in any reserves of the successor company as representing its accumulated realised profits shall be determined as if any profits realised and retained by the Authority in connection with that part of its property, rights and liabilities vested in the successor company had been realised and retained by the successor company.

References in this section to the statutory accounts of the successor company are references to any accounts prepared by the successor company for the purposes of any provision of the Companies Act (Cap. 50).

This section shall apply where —

If the offer of shares or debentures is accompanied by a full prospectus in respect of which the conditions mentioned in subsection (3) are fulfilled (referred to in this section as the offer prospectus), any form of application for the shares or debentures may (instead of being issued with a full prospectus) be issued with a notice given by the Minister for Finance which includes —

The conditions referred to in subsection (2) are that —

Where a form of application is issued without a full prospectus but with a notice given by the Minister for Finance under subsection (2), then, for the purposes of any written law or any rule of law —

Section 48 of the Companies Act shall not apply to any advertisement offering or calling attention to any offer or intended offer of shares or debentures of the successor company to the public for subscription or purchase if the advertisement is published or disseminated by or on behalf of any Minister.

In this section, “full prospectus” means a prospectus which complies, or is deemed to comply, with the requirements of a prospectus under the Companies Act.

For the purpose of applying paragraph 1(1)(b), (c) and (d) of Part IV of the First Schedule to the Trustees Act (Cap. 337) (which provide that securities of a company shall not count as authorised investments within the meaning of that Act unless the company has a shareholders equity of not less than $30 million and has paid dividends in each of the 3 financial years, and has reported a profit in the financial year, immediately preceding that in which the investment is made) in relation to investment in securities of the successor company during the financial year in which the appointed day falls (referred to in this section as “the first investment year”) or during any financial year following that year, the company shall be deemed —

In subsection (1), “the relevant 3 years” means the 3 financial years immediately preceding the financial year in which the investment in question is made or proposed to be made.

As from the appointed day, such persons employed immediately before that day in the Authority as the Minister may determine shall be transferred to the service of the successor company or the successor Authority on terms no less favourable than those enjoyed by them immediately prior to their transfer.

Until such time as terms and conditions of service are drawn up by the successor company or the successor Authority, the schemes and terms and conditions of service in the Authority shall continue to apply to every person transferred to the service of the successor company or the successor Authority under subsection (1) as if he were still in the service of the Authority.

The terms and conditions to be drawn up by the successor company or the successor Authority shall take into account the salaries and terms and conditions of service, including any accrued rights to leave, enjoyed by the persons transferred to the service of the successor company or the successor Authority under subsection (1) while in the employment of the Authority and any such term or condition relating to the length of service with the successor company or the successor Authority shall provide for the recognition of service under the Authority by the persons so transferred to be service by them under the successor company or the successor Authority.

Nothing in the terms and conditions to be drawn up by the successor company or the successor Authority shall adversely affect the conditions that would have been applicable to persons transferred to the service of the successor company or the successor Authority as regards any pension, gratuity or allowance payable under the Pensions Act (Cap. 225) or the Port of Singapore Authority Act (Cap. 236) in force immediately before the appointed day, as the case may be.

Notwithstanding the provisions of the Pensions Act and the Port of Singapore Authority Act in force immediately before the appointed day, no person who is transferred to the service of the successor company or the successor Authority under subsection (1) shall be entitled to claim any benefits under either Act on the ground that he has been retired from the service of the Authority on account of abolition or for the purpose of facilitating improvement in the organisation of the Authority or reorganisation of office in consequence of the incorporation of the successor company.

The successor company or the successor Authority shall be liable to pay to every employee of the Authority who is transferred to the service of the successor company or the successor Authority under section 8 or his dependants on his retirement from service in the successor company or the successor Authority or on his death while in such service, as the case may be, such gratuity, pension or allowance which would have been payable under the Port of Singapore Authority Act (Cap. 236) in force immediately before the appointed day and any rules or regulations made thereunder, if and as if the employees continued in the service of the Authority after the appointed day.

Notwithstanding the repeal of the Port of Singapore Authority Act but subject to the provisions of this Act, the provisions of the Singapore Harbour Board Regulations governing the scale of gratuities payable to employees in receipt of daily or hourly rates of pay, the Harbour Board Superannuation Scheme Regulations, the Port of Singapore Authority (Pension Scheme) Rules and the Port of Singapore Authority (Dockyard Staff) (Pension) Order in force immediately before the appointed day shall —

Where on the appointed day any disciplinary proceedings were pending against any employee of the Authority transferred to the service of the successor company or the successor Authority under section 8, the proceedings shall be carried on and completed by the successor company or the successor Authority, as the case may be; but where on that day any matter was in the course of being heard or investigated or had been heard and investigated by a committee acting under due authority but no order or decision had been rendered thereon, the committee shall complete the hearing or investigation and make such order, ruling or direction as it could have been made or given under the authority vested in it before the appointed day.

Any order, ruling or direction made or given by a committee under subsection (1) shall be treated as an order, a ruling or a direction of the successor company or the successor Authority and have the same force or effect as if it had been made or given by the successor company or the successor Authority pursuant to the authority vested in the company or that Authority under this section.

All deeds, bonds, agreements, instruments and working arrangements subsisting immediately before the appointed day affecting the portion of the property, rights and liabilities transferred to the successor company or the successor Authority under section 3 or affecting any employee of the Authority transferred to the service of the successor company or the successor Authority under section 8 shall continue in full force and effect on and after that day and shall be enforceable by or against the successor company or the successor Authority as if, instead of the Authority or any person acting on behalf of the Authority, the successor company or the successor Authority had been named therein or had been a party thereto.

Any proceedings or cause of action relating to the property, rights and liabilities transferred to and vested in the successor company or the successor Authority under section 3(1) or to any employee of the Authority transferred to the service of the successor company or the successor Authority under section 8 pending or existing immediately before the appointed day by or against the Authority or any person acting on its behalf may be continued and shall be enforced by or against the successor company or the successor Authority.

The Port of Singapore Authority Act (Cap. 236) is repealed.

Until such time when tariffs and rates are fixed by the successor company, any tariff or rate fixed under the repealed Port of Singapore Authority Act in respect of any provision of service or facility which is effective immediately before the appointed day shall have effect in relation to any provision of service or facility by the successor company.

Section 3(6) of the Foreshores Act (Cap. 113) is amended by deleting the words “Port of Singapore Authority” and substituting the words “Maritime and Port Authority of Singapore”.

Section 13(1) of the Films Act (Cap. 107) is amended by deleting the words “Port of Singapore Authority godown” and substituting the words “godown of a provider of port services or facilities licensed or exempted under the Maritime and Port Authority of Singapore Act (Cap. 107A)”.

Section 25(1) of the Regulation of Imports and Exports Act (Cap. 272A) is amended by deleting the words “the Port of Singapore Authority” and substituting the words “a provider of port services or facilities licensed or exempted under the Maritime and Port Authority of Singapore Act (Cap. 107A)”.

The Minister may, by order published in the Gazette, repeal or amend any written law which appears to him to be unnecessary having regard to the provisions of this Act or to be inconsistent with any provision of this Act.