Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1694879440257.pdf (Belize)
BELIZE: ELECTRICITY ACQUISITION (SETTLEMENT) ACT, 2015 ARRANGEMENT OF SECTIONS 1.

2.

3.

4.

5.

6.

7.

Short title.

Interpretation.

Validation of Government’s authority.

Put option payable from Consolidated Fund.

Exemptions conferred.

Extent of exemptions.

Commencement.

FIRST SCHEDULE SECOND SCHEDULE No.

12] Electricity Acquisition (Settlement) Act 95 No.

12 of 2015 I assent, (SIR COLVILLE N. YOUNG) Governor-General 4th September, 2015.
AN ACT to facilitate the implementation of the terms of a deed of settlement and compromise between the Government and the Fortis Companies arising from the acquisition by the Government, in the public interest, of shares in Belize Electricity Limited held by the Fortis Companies, and to provide for matters connected therewith or incidental thereto.

(Gazetted 5th September, 2015.)


BE IT ENACTED, by and with the advice and consent of the House of Representatives and Senate of Belize and by the authority of the same, as follows: 1.

This Act may be cited as the Short title.

ELECTRICITY ACQUISITION (SETTLEMENT) ACT, 2015.

96 Electricity Acquisition (Settlement) Act [No.

12 Interpretation.

2.
In this Act, unless the context otherwise requires – “BECOL” means Belize Electricity Company Limited; “BEL” means Belize Electricity Limited; “Deed of Assurance” means the Deed of Confirmation and Assurance entered into between the Government, Fortis, and BECOL in the form agreed between them in accordance with the Deed of Settlement, giving Fortis and BECOL assurances in respect of the ownership of BECOL and of the rights of BECOL to carry on its business in the ordinary course; “Deed of Settlement” means the Deed of Settlement and Compromise made the 28th day of August 2015 between the Government and the Fortis Companies, the terms of which are reproduced in the Second Schedule, and as may be amended from time to time; “Fortis” means Fortis Inc.; “Fortis Companies” means Fortis Cayman Inc., Maritime Electric Cayman Inc., Newfoundland Energy Cayman Inc., and Fortis Energy International (Belize) Inc.; “the Fortis Shareholder” means Fortis Cayman Inc. or its successors and any transferee of the Shares; “Put Option” means the option granted by the Government to the Fortis Shareholder and any transferee of the Shares to require the Government to purchase all of the shares in BEL then held by it (“the Fortis Shares”) at the Put Option Price and on the terms and subject to the conditions set out in Clause 5 of the Deed of Settlement; “Shareholders Agreement” means the Shareholders Agreement entered into between the Government and the No.
12] Electricity Acquisition (Settlement) Act 97 Fortis Shareholder, in the form agreed between them in accordance with the Deed of Settlement setting out certain rights and obligations of the Government and the Fortis Shareholder as shareholders of BEL, and any amendment or modification thereto; “Shares” means 22,984,662 ordinary shares in BEL, representing 33.3% of the issued and outstanding ordinary shares in the capital of BEL; and “Transaction Documents” means the Deed of Settlement, the Deed of Assurance and the Shareholders Agreement, and as may be amended from time to time.
3.

For greater certainty, it is hereby declared that the Government – Validation of Government’s authority.

(a) (b) has with full lawful authority entered into the Deed of Settlement; and is lawfully authorized to carry out its obligations as provided under the Transaction Documents.

4.
4.

All amounts which may become payable by the Government if the Fortis Shareholder (or its transferee) exercises the Put Option contained in the Deed of Settlement shall be paid by the Financial Secretary and shall be a charge on the Consolidated Revenue Fund of Belize and shall be paid within the times as provided for in the said Put Option.

5.
5.

Notwithstanding anything to the contrary contained in the Income and Business Tax Act, the Exchange Control Regulations Act and Regulations made thereunder, the Stamp Duties Act or any other law, rule, regulation, order or instrument whatsoever, the exemptions from taxes, duties, fees and imposts and exchange control requirements set out in the First Schedule hereto shall vest in the Fortis Put Option payable from Consolidated Fund.

Exemptions conferred.


98 Electricity Acquisition (Settlement) Act [No.

12 Companies and shall have effect in Belize commencing from the date of the Deed of Settlement and continuing for so long as the Fortis Shareholder (or its transferee) remains a shareholder in BEL.

Extent of exemptions.

6.


The exemptions granted by section 5 shall apply only to such activities of the Fortis Companies and any transferee of the Shares as relate directly to the terms of the Deed of Settlement or their ownership of the Shares.

Commencement.

7.

This Act shall be deemed to have come into operation on the 28th day of August, 2015.

No.

12] Electricity Acquisition (Settlement) Act 99 FIRST SCHEDULE [Section 3] EXTENT OF EXEMPTIONS 1.
The Fortis Companies (and any transferee of the Shares) shall be exempt from all taxes imposed on dividends and distributions paid: (a) by BEL to the Fortis Shareholder (or its transferee); (b) (c) by the Fortis Shareholder (or its transferee) to its parent company or its shareholders, from time to time; and in respect of any payment received pursuant to the Tag- Along provision set out at Clause 9 of the Shareholders Agreement that would, but for this provision, be payable to the Government (including exemption from withholding of tax as required by section 22 of the Income and Business Tax Act, as amended from time to time).
2.
The Fortis Companies (and any transferee of the Shares) shall be exempt from the provisions of the Exchange Control Regulations Act and Regulations made thereunder from time to time that would, but for this provision, apply in respect of the transfer of the Shares by the Government to the Fortis Shareholder and to future dividends and distributions paid – (a) by BEL to the Fortis Shareholder (or its transferee); (b) by the Fortis Shareholder (or its transferee) to its shareholders; (c) in respect of any payment received pursuant to the Tag-Along provision set out at Clause 9 of the Shareholders Agreement; and 100 Electricity Acquisition (Settlement) Act [No.
12 (d) on consideration paid by the Government to the Fortis Shareholder (or its transferee) in the event that the Fortis Shareholder (or its transferee) exercises the Put Option.

3.
The Fortis Companies (and any transferee of the Shares) shall be exempt from any stamp duty that would, but for this provision, be payable on - (a) the transfer of the Shares to the Fortis Shareholder; and (b) foreign exchange permits on the purchase of foreign exchange by the Fortis Shareholder (or its transferee) in respect of all future dividends and distributions paid by BEL to the Fortis Shareholder (or its transferee) and in respect of any payment received pursuant to the Tag-Along provision set out at Clause 9 of the Shareholders Agreement.
4.

The Fortis Companies (and any transferee of the Shares) shall be exempt from any and all taxes, duties, charges, fees and imposts that, but for this provision, would be payable by the Fortis Shareholder (or its transferee) on consideration received by the Fortis Shareholder (or its transferee) from the Government in the event that the Fortis Shareholder (or its transferee) exercises its option pursuant to the terms of the Put Option.

No.
No.

12] Electricity Acquisition (Settlement) Act 101 SECOND SCHEDULE [SECTION 2] DEED OF SETTLEMENT AND COMPROMISE 102 Electricity Acquisition (Settlement) Act [No.

12 BELIZE: SECOND SCHEDULE [SECTION 2] DEED OF SETTLEMENT AND COMPROMISE 28 AUGUST 2015 THE GOVERNMENT OF BELIZE FORTIS CAYMAN INC. MARITIME ELECTRIC CAYMAN INC. NEWFOUNDLAND ENERGY CAYMAN INC. and FORTIS ENERGY INTERNATIONAL (BELIZE) INC. No.

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12 Printed in Belize by the Government Printer