Eskom Conversion Act No 13 of 2001 SAFLII

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2 No 22545 GOVERNMENT GAZETTE 3 ALGUST 2001,Act No 13 2001 ESKOM CONVERSION ACT 2001. English text signed by the President,Assented to 30 J l 2001. To provide for the conversion of Eskom into a public company having a share. capital incorporated in terms of the Companies Act and to provide for matters. connected therewith,B E IT ENACTED by theParliament. oftheRepublicofSouthAfrica as,Definitions, 1 In this Act unless the context indicates otherwise. CompaniesAct meanstheCompaniesAct 1973 Act No 61 of 1973 5. date of conversion means the date determined in terms of section 3 I. Eskorn means the juristic person referred to in section 2 of the Eskom Act and. upon conversion means Eskom Holdings Limited, Eskom Act means the Eskom Act 1987 Act No 40 of 1987.
Income Tax Act meanstheIncomeTaxAct 1962 ActNo 58 of 1962 IO. Minister means the Minister of Public Enterprises, security means any bill of exchange promissory note or instrument issued by. Eskom as security for any loan negotiated by it, Shareholder compact means the performance agreement to be entered into. between Eskom and the government of the Republic of South Africa including 15. annexures thereto as amended from time to time,Object of Act. 2 The object of this Act is to convert Eskom into a public company having a share. capital as contemplated in section 19 I a of the Companies Act with its entire share. held State capital by the 20,Conversion of Eskom, 3 1 Eskom is with effect from a date determined by the Minister by notice in the. Gccette deemed to be a public company incorporated in terms of the Companies Act. and is to be known as Eskom Holdings Limited from such date. 2 The provisions of sections 32 44 l 54 2 59 63 2 64 172 and 344 b of the 25. Companies Act do not apply to Eskom,Effect of conversion.
4 1 Subject to the provisions of this Act the provisionsof the Companies Act apply. to Eskom with effect from the date of conversion, 2 For as long as the State is the sole or majority shareholder in Eskom sections 60 30. 66 190 and 344 d of the Companies Act do not apply to Eskom. 3 The conversion of Eskom does not, a affect the continued corporate existence of Eskom as from the date of its first. establishment, ih affectanyoftherights liabilities or obligationsacquired or incurred by 35. Eskom or on Eskom s behalf at any time before its conversion and. L affect the terms and conditions of service of its employees. GOVERNMENT GAZETIE 3 AUGUST 2001 No 22545 3,CONVERSION ACT 2001 Act No 13 2001. Powers and dutiesof Eskom, 5 In addition to the powers and duties of Eskom contained in the memorandum and.
the articles of association and theShareholder compact Eskom. a may enter upon any land for the purpose of making plans andsurveys thereof. but must give the owner at least seven days noticeof such entry 5. b must pay compensation for any damage caused by its officers or employees in. the performance of their duties upon the land, c may irrespective of whether or not the owner of the land agrees transfer to its. subsidiary companies any servitude or other similar right in terms of which. Eskom may effect improvements on or over such land by way of a deed of 10. cession attested by a notary and, i the relevantregistrar of deeds must make suchentries or endorsementsin. or on any relevantregister title deed or other document in theregistrar s. office or submitted to the registrar as the registrar considers necessary to. give effect to the provisions of this paragraph 15. ii no fees or other levies are payable in respect of suchentry or. endorsement and, iii the provisions of section 13 of the Electricity Act 1987 Act No 41 of. 1987 do not applyto a transfer referredto in this paragraph. Memorandum,and articles of association of Eskom 20. 6 1 The Registrar of Companies appointed in terms of section 7of the Companies. Act must on the date of conversion register the memorandum and the articles of. association of Eskom in terms of section 63 1 of the Companies Act but no fee is. payable in respectof such registration, 2 The memorandum andthe articles of association of Eskom mustbe as determined 25.
by the Minister, 3 The Minister may publish such articles of association in the Gazette for public. comment and must table them before Parliament, 4 The Ministermust enter intoa Shareholder compactwithEskomHoldings. Limited 30, 5 When entering into the Shareholder compact as well as in determiningthe articles. of association the Minister musttake into account the following. a The developmental role of Eskom Holdings Limited and. b the promotion of universal access to and the provision of affordable. electricity taking into account the cost of electricity financial sustainability 35. and the competitiveness of Eskom,Borrowings securedby Eskom s revenue and assets. 7 1 All borrowings effected by Eskom and any interest or other costs due or to. become due in respect thereof must unless otherwise agreed between Eskom and the. lender be a first charge against all revenues and assets of Eskom and on all moneys 40. recovered or to be recovered by it, 2 a If any interest due in respect of any securities remains unpaidfor three months.
after demand therefor in writing has been lodged with Eskom theholder thereof may. apply to a high court having jurisdiction for the appointment of a receiver of the. and assets referred to in subsection 1 45,b The court may. i make suchorder and give suchdirections as in thecircumstancesit may deem. necessary for the raising and paymentof the moneys due and. ii in particular order that any prices for electricity supplied or to be supplied be. increased to meet the deficit and for that purpose the receiver referred to in 50. paragraph a must exercise all such powers as Eskom might haveexercised. under the Eskom Actin respect of amending its prices for electricity andthe. exercise of such powers does not require the sanction of any authority. 3 If such default in payment of interest in whole or in part continues for a further. period of three months the holder of the securities may apply to a high court having 55. jurisdiction for a declaration that the outstanding principal sum for the time being has. become due and the court may make such declaration together with any consequential. order or declaration, 4 In the event of default in payment of the principal sum of any security for one. month after the date on which it is repayable the provisions of subsections 2 and 3 60. apply with the necessarychanges,1 No 73545 GOVERNMENT. GAZETTE 3 AUGUST 200 I,Act No 13 ZOO1 ESKOkl CONVERSION ACT 2001. Taxation of receipts and accruals of Eskom and subsidiaries. 8 1 The provisions of section IO I cAj of the Income Tax Act d o not apply in. respect of the receipts and accruals of,a i Eskom and.
f h any association corporation or company contemplated in paragraph a of the 5. definition of company in section I of the Income Tax Act a majority of the. shares of which are held by Eskom if the operations of such association. corporationorcompanyareancillaryorcomplementarytotheobjects of. Eskom contained i n its Memorandum and Articles of Association referred to. in section 6 10, 12 a The Minister of Finance must after consultation with the Minister and the. XIinister of Minerals and Energy determine the tax values of the capital assets ownedby. Eskom and any company contemplated in subsection l b on 1 January 2000 for the. purpose of calculating any wear and tear or depreciation allowance as contemplated in. the Income Tax Act 15, 6 The assets conternplated in paragraph a are for the purposes of sections 1 1 e. 13C and I3 of the Income Tax Act deemed to have been brought into use for the first. time lt a cost e q u d to the value determined in terms of paragraph a. 3 For the purposes of the Income Tax Act,cl Eskom 20. hi any subsidiary company of Eskom to which Eskom may transfer any asset. liability right or obligation or any business of Eskom and. ci EskomHoldingsLimited, are subject to such adjustments as may be necessary deemed to be one and the same. 4 No tax duty or levy is payable in respect of the transferof any asset from Eskom. to any subsidiary company contemplated in subsection 3 bj. Regulations, 9 The Minister may by notice in the Gazette make regulations which are necessary.
for the achievement of the objects of this Act 30,Repeal of laws. 10 The laws mentioned in the Schedule are repealed with effect from the date of. conversion,Savings and transitional provisions, 11 1 Despite the repeal of the Eskom Act by section 10 anything done in terms of 35. that Act which may be done under or in terms of this Act continues to be valid and of. force and effect, 2 Anyreference to Eskorn in thepatentsregister trademarksregister designs. register deeds register or any other register is with effect from the date of conversion. deemed to be a reference to Eskom Holdings Limited 40. 3 The relevant Registrar must make such entries or endorsements in or on any. registerreferredto in subsection 2 or other document in theregistrar s office or. submitted to the registrar as the registrar considers necessary. 4 No fees or other levies are payable in respect of such entry or endorsement. 5 Any legal proceedings that were pending or could have been instituted against 45. Eskom prior to the conversion may despite such conversion be continuedor instituted. against Eskom Holdings Limited subject to any law governing prescription of debts. 6 Despitetheprovisions of subsection I theElectricityCouncilandthe. Management Board defined in section 1 of the Eskom Act cease to exist and the terms. of office of each of themembersthereofterminate with effect fromthedate of 50. conversion, 7 The termination of the terms of office of members of the Management Board does. not atfect their rights in their capacity as employees of Eskom. Short title and commencement, 12 I This Act is called the Eskom Conversion Act 200I and comes into operation 55.
on a date determined by the President by proclamation in the Gazetfe. 7 Section 8 iscleemzcl to have come into operation on I January 2000. GOVERNMENT GAZETTE 3 AUGUST 2001 No 22545 5,CONVERSION. ESKOM ACT 2001 Act No 13 2001,No and yearof law Short title Extent of repeal. No 10 of 1985 Transkei Corporations Act Act The whole. Act No 34 of 1985 Bophuthatswana Electricity The whole. Act No 40 of 1987 Eskom Act 1987 The whole, Act No 15 of 1991 Eskom Amendment Act 1991 The whole. No 29 of 1991 Bophuthatswana Electricity Act The whole. Amendment Act 1991, Act No 69 of 1995 Eskom Amendment Act 1995 The whole. Act No 126 of 1998 Eskom Amendment Act 1998 The whole. Income Tax Act means the Income Tax Act 1962 Act No 58 of 1962 IO capital as contemplated in section 19 I a of the Companies Act with its entire share capital held by the State 20 Conversion of Eskom 3 1 Eskom is with effect from a date determined by the Minister by notice in the Gccette deemed to be a public company incorporated in terms of the Companies Act and is to

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