Auckland Airport Act 1987

1: Short Title
This Act may be cited as the Auckland Airport Act 1987.
2: Interpretation
In this Act, unless the context otherwise requires,— agreement section 29(1) airport airport assets
a: any assets declared by the Ministers by any notice in the Gazette
b: airport reserves other than any airport reserves designated by the Minister of Finance by any notice in the Gazette airport liabilities Gazette airport reserves assets section 29(1) company section 4 constituent authority Schedule contributing percentage Schedule debt security section 2(1) equity security section 2(1) joint venture agreements
a: the deed dated 25 November 1963 made between Her Majesty the Queen acting by and through the Minister of Works and the Minister in Charge of Civil Aviation of the one part and the body corporate called the Mayor, Councillors, and Citizens of the City of Auckland of the other part:
b: the deed dated 14 April 1966 made between Her Majesty the Queen acting by and through the Minister of Works and the Minister of Civil Aviation of the one part and the body corporate called the Auckland Regional Authority of the other part:
c: any other agreement relating to the airport to which the Crown is a party together with any 1 or more of the Auckland Regional Authority or a constituent authority which is specified by the Governor-General by Order in Council to be a joint venture agreement for the purposes of this Act land section 2 liabilities section 29(1) local authority section 2 Ministers shareholding percentage Schedule vesting day Order in Council section 6 Section 2 contributing percentage inserted 28 March 1988 Auckland Airport Amendment Act 1988 Section 2 Ministers substituted 1 February 1998 section 2 Auckland Airport Amendment Act 1996 Section 2 shareholding percentage inserted 28 March 1988 Auckland Airport Amendment Act 1988 Section 2 specified percentage repealed 28 March 1988 Auckland Airport Amendment Act 1988
3: Act to bind the Crown
This Act shall bind the Crown.
4: Incorporation of company to own and operate Auckland International Airport
1: Notwithstanding any enactment or rule of law, the Ministers may form and register under the Companies Act 1955 a public company limited by shares that—
a: has such name as the Ministers shall decide; and
b: has a memorandum of association and articles of association in such form as the Ministers may determine.
2: The Ministers may subscribe for equity securities in the company to be issued on its incorporation and any other equity securities to be so issued shall be subscribed for by nominees of the Ministers.
3: The Ministers may subscribe for or hold any other equity securities or debt securities issued by the company.
4: The memorandum of association and articles of association of the company shall be laid before the House of Representatives by the Minister of Civil Aviation and Meteorological Services within 12 sitting days after the incorporation of the company.
5: All money required to be paid by the Ministers on subscribing or applying for, or being allotted, equity securities or debt securities of the company shall be paid for out of the Consolidated Account or Loans Account out of money appropriated by Parliament for the purpose.
5A: The Ministers may from time to time exercise all or any of the Crown's rights and powers as the holder of any equity securities or any debt securities of the company.
6: On and after the vesting day the company shall be deemed to be an airport company within the meaning, and for the purposes, of the Airport Authorities Act 1966
7: Nothing in section 134 of the Companies Act 1955 or section 3A Section 4(5A) inserted 12 September 1990 section 28(1) Finance Act (No 2) 1988
4A: Provisions relating to holding of securities by Minister
1: Equity securities and debt securities issued by the company and held in the name of a person described as one of the Ministers shall be held by the person from the time being holding the office of that Minister.
2: Notwithstanding any other enactment or rule of law, it shall not be necessary to complete or register a transfer of securities upon a change in the person holding the office of the shareholding Minister.
3: A Minister may at any time or times, by written notice to the company, authorise, on such terms and conditions as are specified in the notice, such person as the Minister thinks fit to act as the Minister's representative at any or all of the meetings of shareholders of the company or of any class of such shareholders, and any person so authorised shall be entitled to exercise the same powers on behalf of the Minister as the Minister could exercise if present in person at the meeting or meetings. Section 4A inserted 10 August 1992 section 39 Civil Aviation Amendment Act 1992
4B: Application of Companies Act 1955 to airport company
1: Notwithstanding the Companies Act 1955, but subject to subsection (3), the company may be formed or reconstituted as if the reference to the figure 7 2
2: In the application of the Companies Act 1955 to the company, the following provisions of the Companies Act 1955 shall, subject to subsection (3), be construed as if references therein to 7 members were references to 2 members:
a: section 41, as to carrying on business when the number of members is reduced below the legal minimum:
b: section 211(4)﻿(c), as to the appointment of a liquidator by the court if the company is not a private company and the number of members is reduced below the legal minimum.
c:
3: Subsections (1) and (2) shall have effect only if all equity securities in the airport company are held by—
a: a Minister of the Crown or his or her nominee; or
b: a local authority or its nominee; or
c: any combination of persons referred to in paragraphs (a) and (b),— and shall cease to have effect upon the transfer of any equity securities in the airport company to any other person. Section 4B inserted 10 August 1992 section 39 Civil Aviation Amendment Act 1992 Section 4B(2)﻿(b) substituted 1 July 1994 section 2 Company Law Reform (Transitional Provisions) Act 1994 Section 4B(2)﻿(c) repealed 1 July 1994 section 2 Company Law Reform (Transitional Provisions) Act 1994 Section 4B(3)﻿(b) substituted 1 July 2003 section 262 Local Government Act 2002
5: Rights of other person not affected
Nothing in section 4 Section 5 substituted 12 September 1990 section 28(2) Finance Act (No 2) 1988
6: Vesting of airport assets and airport liabilities in company
1: The Ministers may, at any time or times, prepare a list or lists specifying the airport assets and airport liabilities which in the opinion of the Ministers should be vested in the company in accordance with this Act.
2: Every list prepared under subsection (1) shall—
a: contain a description of each asset and liability, either individually or as a group or class; and
b: state the value attributed by the Ministers to each asset and liability, either individually or as a group or class; and
c: be signed by the Ministers; and
d: be laid before the House of Representatives by the Minister for State-Owned Enterprises
3: The Governor-General may, at any time or times, by Order in Council, vest in the company on a date specified in the order the airport assets and airport liabilities specified in the order, being assets and liabilities set out in a list prepared pursuant to subsection (1) and which is referred to in the order.
4: Every Order in Council under subsection (3) shall—
a: specify the kind, number, nominal value, and terms of any equity securities that shall be issued by the company consequent upon the vesting in it of the airport assets and airport liabilities referred to in the order; and
b: specify the kind, number, nominal value, and terms (including interest) of any debt securities that shall be issued by the company consequent upon the vesting in it of the airport assets and airport liabilities referred to in the order; and
c: specify the date on which the equity securities and debt securities shall be issued.
5: On the date specified in the Order in Council pursuant to subsection (4)﻿(c) the company shall—
a: issue to the Ministers and the constituent authorities in accordance with subsection (6), and as fully paid up, equity securities of such kind, number, nominal value, and terms as are specified in the order:
b: issue to the Ministers and the constituent authorities debt securities of such kind, number, nominal value, and terms as are specified in the order.
6: Equity securities issued by the company under subsection (5) shall be issued—
a: 50% to the Ministers in equal proportions; and
b: 50% to the constituent authorities in accordance with the shareholding except that on the first issue of such equity securities under paragraph (a) the equity securities issued shall be reduced by the number of equity securities subscribed for and issued on the incorporation of the company.
7: Debt securities issued under subsection (5) shall be issued—
a: 50% to the Minister of Finance:
b: 50% to the constituent authorities in accordance with the shareholding
8: Nothing in subsections (1)﻿(b) and (2) of section 60 of the Companies Act 1955 shall apply in respect of equity securities issued pursuant to subsection (5) of this section.
9: Assets that are fixed to, or are under or over, any land may vest in the company under this Act notwithstanding that no interest in the land also vests in the company under this Act and in any such case the asset and the land shall be regarded as separate assets each capable of separate ownership.
10: An order under subsection (3) is secondary legislation ( see Part 3 The following table is small in size and has 3 columns that are grouped under the heading Legislation Act 2019 requirements for secondary legislation made under this section. Legislation Act 2019 requirements for secondary legislation made under this section Publication PCO must publish it on the legislation website and notify it in the Gazette LA19 s 69(1)﻿(c) Presentation The Minister must present it to the House of Representatives LA19 s 114 cl 32(1)﻿(a) Disallowance It may be disallowed by the House of Representatives LA19 ss 115 116 This note is not part of the Act. Section 6(2)﻿(d) amended 1 February 1998 section 3 Auckland Airport Amendment Act 1996 Section 6(6)﻿(b) amended 28 March 1988 Auckland Airport Amendment Act 1988 Section 6(7)﻿(b) amended 28 March 1988 Auckland Airport Amendment Act 1988 Section 6(10) inserted 28 October 2021 section 3 Secondary Legislation Act 2021
7: Additional provisions relating to vesting of airport assets and airport liabilities in company
1: Nothing effected or authorised by this Act—
a: shall be regarded as placing the Crown, the Auckland Regional Authority, any constituent authority or any other person in breach of contract or confidence or as otherwise making any of them guilty of a civil wrong:
b: shall be regarded as giving rise to a right for any person to terminate or cancel any contract or arrangement or to accelerate the performance of any obligation; or
c: shall be regarded as placing the Crown, the Auckland Regional Authority, any constituent authority or any other person in breach of any enactment or rule of law or contractual provision prohibiting, restricting, or regulating the assignment or transfer of any property or the disclosure of any information; or
d: shall release any surety from any obligation; or
e: shall invalidate or discharge any contract or security.
2: Where an asset or liability is vested in the company under this Act—
a: the Crown, the Auckland Regional Authority and any constituent authority, as the case may be, shall remain liable to any third party as if the asset or liability had not been so vested; and in any such case the company shall indemnify the Crown, the Auckland Regional Authority or that constituent authority in respect of any liability arising under this subsection:
b: any satisfaction or performance by the company in respect of the asset or liability shall be deemed to be also satisfaction or performance by the Crown, the Auckland Regional Authority, or the constituent authority or constituent authorities, as the case may be:
c: any satisfaction or performance in respect of the asset or liability by any third party to the benefit of the company shall be deemed to be also to the benefit of the Crown, the Auckland Regional Authority, or the constituent authority or constituent authorities, as the case may be.
3: District Land Registrars are hereby authorised and directed to make such entries in their respective registers and do everything necessary to give effect to the vesting of any land or any estate or interest in land under this Act.
4: The provisions of this Act vesting any assets or liabilities in the company shall have effect notwithstanding any enactment, rule of law or agreement and, in particular, but without limitation, the provisions of this Act vesting any land in the company shall have effect notwithstanding any provision contained in the Land Act 1948 Reserves Act 1977 Public Works Act 1981
4A: Where land has been transferred to the company under this Act, sections 40 41
5: A certificate, signed by the Chief Surveyor for the land district in which the land is situated, that any land described in the certificate, or described in any document on which the certificate appears, is land to which subsection (4) applies shall be sufficient evidence, in the absence of proof to the contrary, that that subsection applies to the land.
6: Where by virtue of this Act any land vests in the company the land shall vest in the company for an estate in fee simple subject to all leases, agreements to lease, and easements existing in respect of any part of that land immediately before the land vests in the company but otherwise freed and discharged from all trusts and reservations affecting it. Section 7(4A) inserted 10 August 1992 section 39 Civil Aviation Amendment Act 1992
8: Local Authorities (Employment Protection) Act 1963 applied
1: The Local Authorities (Employment Protection) Act 1963 shall apply, with effect on and from the vesting day, in respect of the employees of the Auckland Regional Authority as if—
a: the Auckland Regional Authority and the company were local authorities for the purposes of that Act; and
b: the operation of the airport were an undertaking or function transferred from the Auckland Regional Authority to the company; and
c: the vesting day were the date of transfer; and
d: in section 5(2) of that Act for the words Minister, after consultation with the Minister charged with the administration of the Act under which the local authorities or any of them are constituted and after making such other inquiries as he thinks fit, determines Minister of Local Government and the Minister of Civil Aviation and Meteorological Services shall determine
e: every reference in that Act to the expression 2 years 1 year
2: No person to whom the Local Authorities (Employment Protection) Act 1963 applies by virtue of subsection (1) shall be entitled to receive any payment or other benefit, not being a payment or benefit to which that person is entitled under that Act, by reason only of the application of that Act to that person.
3: Nothing in the Local Authorities (Employment Protection) Act 1963 (as applied by subsection (1)) shall affect any rights or liabilities under any provident, benefit, superannuation, or retirement fund or scheme of any person to whom that Act applies.
9: Joint venture agreements dissolved
1: Subject to subsection (2), on the vesting day the joint venture agreements shall, by virtue of this section, be deemed to be unenforceable and of no effect.
2: Nothing in subsection (1) limits or affects the liability of any person for breach of the joint venture agreements by reason of any act or omission before the vesting day.
10: Airport reserves
1: Notwithstanding the Civil Aviation Act 1964, any other enactment, rule of law, deed or agreement, the Minister of Finance may, from time to time, by notice in writing to the Auckland Regional Authority require the Authority to pay to the Crown and the constituent authorities such amount as shall be specified in the notice from the airport reserves or transfer to the Crown and the constituent authorities such securities in which the reserves are held as may be so specified, as the case may be.
2: Every notice given under subsection (1) shall be published in the Gazette
3: On the date specified in the notice, not being a date earlier than 28 days after the notice is given, or on such later date as may be agreed to by the Minister at the request of the Authority, the Auckland Regional Authority shall, notwithstanding the Civil Aviation Act 1964, any other enactment, rule of law, deed or agreement, pay to the Crown and the constituent authorities the amount specified in the notice or transfer to the Crown and the constituent authorities the securities specified, as the case may be.
4: Subject to subsection (5), the amount required to be paid or the securities required to be transferred by the Auckland Regional Authority pursuant to a notice under this section shall be paid or transferred—
a: 50% to the Crown; and
b: 50% to the constituent authorities in accordance with the contributing percentage of each constituent authority.
5: In the case of the reserves comprised in the Airport Development Reserve, the amount required to be paid or the securities required to be transferred by the Auckland Regional Authority pursuant to a notice under this section shall be paid or transferred—
a: 80% to the Crown; and
b: 20% to the constituent authorities in accordance with the contributing percentage of each constituent authority.
6: Where all or any money payable under this section is not paid or securities required to be transferred are not transferred, as the case may be, on or before the date specified in the notice or otherwise agreed by the Minister as the date for payment or transfer, the Auckland Regional Authority shall pay interest to the Crown and the constituent authorities in the proportions referred to in subsection (4) or subsection (5), as the case may be, at such rate as shall be specified by the Minister.
7: A notice may be given under this section whether or not the company has been formed and registered and whether or not the vesting day has been specified.
8: All money paid to the Crown pursuant to this section shall be paid into the Consolidated Account and may, notwithstanding the Civil Aviation Act 1964, any other enactment, rule of law, deed or agreement, be used by the Crown for such purposes as the Crown thinks fit.
9: Any securities transferred to the Crown pursuant to this section may, notwithstanding the Civil Aviation Act 1964, any other enactment, rule of law, deed or agreement, be retained, or sold, or otherwise disposed of by the Crown.
10: Any amount paid to the Crown on redemption of such securities or on the sale or other disposition of such securities and any interest received in respect of such securities shall be paid into the Consolidated Account and may, notwithstanding the Civil Aviation Act 1964, any other enactment, rule of law, deed or agreement, be used for such purposes as the Crown thinks fit.
11: Any money paid to a constituent authority pursuant to this section may, notwithstanding the Civil Aviation Act 1964, any other enactment, rule of law, deed or agreement, be used by that constituent authority for such purposes as it thinks fit.
12: Any securities transferred to a constituent authority pursuant to this section may, notwithstanding the Civil Aviation Act 1964, any other enactment, rule of law, deed or agreement, be retained, or sold or otherwise disposed of by that constituent authority.
13: Any amount paid on redemption of such securities or on the sale or other disposition of such securities and any interest received in respect of such securities, may, notwithstanding the Civil Aviation Act 1964, any other enactment, rule of law, deed or agreement, be used for such purposes as the constituent authority thinks fit. Section 10(4)﻿(b) substituted 28 March 1988 Auckland Airport Amendment Act 1988 Section 10(5)﻿(b) substituted 28 March 1988 Auckland Airport Amendment Act 1988
11: Crown and constituent authorities to indemnify Auckland Regional Authority
1: The Crown and the constituent authorities shall indemnify the Auckland Regional Authority for any liability in respect of any assets or liabilities vested in the company under this Act.
2: The liability of the Crown under this section shall be 50% and each of the constituent authorities shall be liable according to its shareholding
3: Nothing in subsection (1) shall relieve any person of any liability under a policy of insurance. Section 11(2) amended 28 March 1988 Auckland Airport Amendment Act 1988
12: Duty to act in furtherance of objects of this Act
1: The Crown, the Auckland Regional Authority and every constituent authority shall at all times do everything in their power to achieve the objectives of this Act and for that purpose, but without limitation, shall do everything in their power to—
a: preserve all airport assets pending the vesting of those assets in the company:
b: assist in the preparation of any list or lists of airport assets and airport liabilities:
c: enable the company to take possession of airport assets vested in it under this Act:
d: assist in ascertaining the airport reserves and supplying details relating to investments of those reserves:
e: assist in the transfer of employees to the company.
2: The Auckland Regional Authority shall not, without the written consent of the Ministers,—
a: dispose of or charge any airport asset; or
b: enter into or grant any lease, licence, concession or other franchise agreement or arrangement of more than 12 months duration relating to an airport asset; or
c: extend the term of any lease, licence, concession or other franchise agreement or arrangement relating to an airport asset for a period exceeding 12 months.
13: Supply of information
1: The Minister of Finance or the Minister for State-Owned Enterprises
2: All information required to be made available under this section shall be made available in a form in which it may be readily understood. Section 13(1) amended 1 February 1998 section 4 Auckland Airport Amendment Act 1996
14: Amendment to Stamp and Cheque Duties Act 1971
Amendment(s) incorporated in the Act(s)
15: Amendment to Civil Aviation Act 1964
Amendment(s) incorporated in the Act(s)
16: Repeals
Amendment(s) incorporated in the Act(s)