STATUTORY INSTRUMENTS.

S.I. No. 283 of 2000

HARBOURS ACTS, 1996 and 2000 (TRANSFER OF FUNCTIONS OF FOYNES PORT COMPANY AND SHANNON ESTUARY PORTS COMPANY) ORDER 2000.

S.I. No. 283 of 2000

HARBOURS ACTS, 1996 and 2000 (TRANSFER OF FUNCTIONS OF FOYNES PORT COMPANY AND SHANNON ESTUARY PORTS COMPANY) ORDER 2000.

WHEREAS I, Frank Fahey, Minister for the Marine and Natural Resources am of the opinion that the functions conferred on the Foynes Port Company and the Shannon Estuary Ports Company (the transferor companies) could in a more cost-effective and efficient manner be performed by amalgamating the functions of those companies concerned and the formation and registration of a new company (the transferee company) under the Companies Acts, 1963 to 1999;

AND WHEREAS I am of the opinion that the efficient and effective implementation of the amalgamation of the functions of the transferor companies requires that, during the period specified in the following Order that the number of directors, including the chairperson, of the transferee company shall be the number so specified;

AND WHEREAS I am of the opinion that an advisory board in respect of each transferor company be appointed;

NOW, THEREFORE, I, Frank Fahey, Minister for the Marine and Natural Resources in exercise of the powers conferred on me by section 43 (inserted by the the Harbours Act, 1996 (No. 11 of 1996) , hereby order as follows:

Citation.

1. This Order may be cited as the Harbours Acts, 1996 and 2000 (Transfer of Functions of Foynes Port Company and Shannon Estuary Ports Company) Order 2000.

Interpretation.

2. In this Order--

“advisory board” has the meaning assigned by section 43(2)(c)(i) of the Principal Act;

“Principal Act” means the Harbours Act, 1996 (No. 11 of 1996) , as amended by the Harbours (Amendment) Act, 2000 (No. 21 of 2000) ;

“specified period” shall be construed in accordance with Article 9 of this Order;

“transfer date” means the date specified in Article 3 of this Order to be the transfer date for the purposes of this Order;

“transferee company” means the company referred to in Article 4 of this Order as Shannon Foynes Port Company, being a company formed and registered under the Companies Acts, 1963 to 1999, for the purposes of this Order pursuant to section 43 of the Principal Act;

“transferor companies” means the Foynes Port Company and the Shannon Estuary Ports Company.

Dissolution of transferor companies and transfer of functions.

3. (1) The functions of the transferor companies are hereby transferred to the transferee company on 18 September 2000 (the “transfer date”).

(2) With effect from the transfer date, transferor companies are hereby dissolved without winding up.

Transferee company.

4. The transferee company shall be known as the Shannon Foynes Port Company which shall be formed and registered as a private company under the Companies Acts, 1963 to 1999.

Headquarters.

5. The headquarters and registered office of the transferee company shall be located at Foynes in the County of Limerick.

Capital formation.

6. The capital formation of the transferee company shall be in accordance with section 8(3) of the Principal Act.

Limits of harbour.

7. With effect from the transfer date, the limits of the transferee company's harbour shall be the combined limits of the transferor companies, that is to say the limits extending landward along the River Shannon up to and including Mallow Street Bridge in the City of Limerick and extending seaward to an imaginary straight line drawn from Loop Head in the County of Clare to Kerry Head in the County of Kerry excepting the limits of the piers at Kildysart, Glin, Tarbert and Cappa (Kilrush).

Pilotage district.

8. (1) With effect from the transfer date, the limits of the pilotage district of the Shannon Estuary Ports Company are the limits of the pilotage district of the transferee company.

(2) Where the context so allows, the other provisions of this Order apply to the transferee company when performing its functions in respect of the pilotage district.

Specified period.

9. The period up to and including 2 March 2002 from the transfer date is specified by virtue of this Article for the purposes of section 43 of the Principal Act as the specified date.

Number of directors during specified period.

10. During the specified period the number of directors of the transferee company, including the chairperson, shall be 5.

Advisory boards.

11. (1) There shall be an advisory board in respect of each transferor company.

(2) In addition to the function provided for by section 43(2)(c)(iii) of the Principal Act, the functions of each advisory board shall be--

(a) at the direction of the transferee company, the holding of joint meetings between the transferee company and either or both of the advisory boards,

(b) as directed by the transferee company, to tender such advice (either separately or jointly as so directed), that is sought by the transferee company on matters referred for consideration, and

(c) as directed by the transferee company, to deal with such incidental, consequential and supplementary matters (either seperately or jointly as so directed) that are, in the opinion of the transferee company, necessary for the purpose of facilitating the full and effective carrying out by the transferee company of the functions transferred to it.

Transfer of staff.

12. Every person who, immediately before the transfer date, was a member of staff of a transferor company shall, on the transfer date, be transferred to and become a member of the staff of the transferee company.

Transfer of land and other property.

13. (1) On the transfer date all land which, immediately before that date, was vested in the transferor companies and all rights, powers and privileges relating to or connected with such land shall, without any conveyance or assignment, but subject to paragraph (2) of this Article, stand transferred to and vest in the transferee company for all the estate or interest for which immediately before the transfer date it was vested in the transferor companies but subject to all trusts and equities affecting the land subsisting and capable of being performed.

(2) On the transfer date all property, other than land and choses-in-action, which immediately before that date was the property of one of the transferor companies shall stand transferred to and vest in the transferee company without any assignment.

(3) Every chose-in-action transferred to the transferee company by paragraph (2) of this Article may, on or after the transfer date, be sued on, recovered or enforced by the transferee company in its own name and it shall not be necessary to give notice to the person bound by the chose-in-action of the transfer effected by that paragraph.

Transfer of rights and liabilities.

14. (1) All rights and liabilities of the transferor companies arising by virtue of any contract or commitment (expressed or implied) entered into by either of those companies before the transfer date shall, on that date and subject where necessary to transfer in the books of any bank, corporation or company, stand transferred to and vest in the transferee company.

(2) Every right and liability transferred by paragraph (1) of this Article to the transferee company may, on and after the transfer date, be sued on, recovered or enforced by or against the transferee company in its own name and it shall not be necessary to give notice to the person whose right or liability is transferred by that paragraph of such transfer.

Liability for loss occurring before transfer date.

15. (1) A claim in respect of any loss or injury alleged to have been suffered by any person arising out of the performance before the transfer date by one of the transfer or companies of its functions shall, on and after that date, lie against the transferee company whether or not any claim in respect of such alleged loss or injury was made before that date.

(2) Where, before the transfer date in a claim to which paragraph (1) of this Article relates, agreement in settlement of the claim has been reached between the parties and the terms of the agreement have not been implemented or judgment has been given in favour of the injured person and the judgment has not been enforced, the terms of the agreement or the judgment, as the case may be, shall be enforceable against the transferee company.

(3) Any claim made or proper to be made by one of the transferor companies in respect of any loss or injury arising from the act or default of any person before the transfer date may be pursued and sued for by the transferee company as if the loss or injury had been suffered by it.

(4) Where before the transfer date, in a claim to which paragraph (3) of this Article relates, agreement in settlement of the claim has been reached between the parties and the terms of the agreement have not been implemented or judgment has been given in favour of the transferor company concerned and the judgment has not been enforced, the terms of the agreement or the judgment, as the case may be, shall, in so far as it would have been enforceable by the transferor company concerned had it not been dissolved, be enforceable by the transferee company.

Continuance of pending legal proceedings.

16. All legal proceedings relating to a matter to which a function of the transferee company relates and pending immediately before the transfer date to which one of the transferor companies is a party shall, on and after that date, be continued with the substitution in the proceedings, in so far as they so relate, of the transferee company for the transferor company concerned.

Preservation of certain contracts etc.

17. (1) Every bond, guarantee or other security of a continuing character made or given by either of the transferor companies to another person or by any person to either of the transferor companies and in force immediately before the transfer date and every contract or agreement in writing made between either of the transferor companies and any other person and not fully executed and completed before the transfer date shall, notwithstanding the dissolution of that Authority, continue in force on and after the transfer date but shall be construed and have effect as if the transferee company was substituted therein for the transferor company concerned.

(2) Every other document granted or made by either of the transferor companies which is in force immediately before the transfer date shall continue in force on and after that date as if it had been granted or made by the transferee company and shall be construed and have effect and be enforceable by or against the transferee company accordingly.

Continuance of licences and permissions granted by transferor companies.

18. Every licence or permission granted by one of the transferor companies in relation to 1 and or other property vested in the transferee company by virtue of the Order, and in force immediately before the transfer date, shall, on and after the transfer date, continue in force as if granted by the transferee company.

Accounts of transferor companies.

19. All accounts of moneys received or expended by each transferor company and required to be prepared and maintained by each of them immediately before the transfer date and to be duly audited shall, on and after the transfer date--

(a) be maintained by the transferee company,

(b) be prepared by the transferee company up to the period ending immediately before the transfer date, and

(c) be caused by the transferee company to be duly audited.

EXPLANATORY NOTE.

(This note is not part of the Instrument and does not purport to be a legal interpretation.)

The effect of this Instrument is to direct the transfer of functions of the Shannon Estuary Port Company and the Foynes Port Company to the Shannon Foynes Port Company.