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23 1946

AIR NAVIGATION AND TRANSPORT ACT, 1946

PART IV.

Provisions in Relation to Aer Rianta, Teoranta.

Definitions for purposes of Part IV.

20. —In this Part—

the expression “the Company” means Aer Rianta, Teoranta, being the Company formed in pursuance of section 68 of the Principal Act;

the expression “new shares” means shares of the Company the issue of which is authorised under section 21 of this Act;

the expression “old shares” means shares of the Company issued under the Principal Act.

Increase of capital of the Company.

21. —(1) Notwithstanding anything to the contrary contained in the Principal Act, or the memorandum or articles of association of the Company, it shall be lawful for the Company to increase its capital to a total of £2,000,000 (two million pounds) divided into two million shares of one pound each, and for that purpose to make such alterations as may be requisite in its memorandum and articles of association and, in particular, to make such alterations in its memorandum and articles of association as may be necessary to authorise the directors to issue shares of one pound each ranking pari passu with the old shares.

(2) No issue of new shares shall be made unless the Minister for Finance, after consultation with the Minister, has authorised such issue.

(3) Section 112 of the Stamp Act, 1891, shall not operate so as to require the Company to deliver to the Revenue Commissioners any statement or to pay any stamp duty under that section in respect of the increase of the capital of the Company authorised by this section or in respect of the new shares.

Power of Minister for Finance to acquire new shares by subscription and to underwrite issue of shares.

22. —(1) The Minister for Finance may from time to time take up by subscription any class or classes of the new shares.

(2) The Minister for Finance may, subject to such conditions as he thinks fit, agree with the Company that, if any new shares of the Company about to be offered at any time for subscriptionare not within a specified time taken up by the public, he will take up and pay for such new shares or some specified portion thereof.

Provisions in respect of new shares held by the Minister for Finance.

23. Sections 73 , 74 and 77 of the Principal Act shall apply to new shares held by the Minister for Finance in like manner as they apply to old shares held by him.

Advances of moneys out of the Central Fund.

24. —(1) All moneys from time to time required by the Minister for Finance to meet payments required to be made by him to the Company in respect of any new shares subscribed for or taken up by him under this Act shall be advanced out of the Central Fund or the growing produce thereof.

(2) For the purpose of providing moneys for the sums advanced out of the Central Fund under this section the Minister for Finance may borrow from any person any sum or sums, and for the purpose of such borrowing the said Minister may create and issue securities bearing such rate of interest and subject to such conditions as to repayment, redemption or otherwise as he thinks fit, and shall pay the moneys so borrowed into the Exchequer.

(3) The principal of and interest on any securities issued by the Minister for Finance under this section and the expenses incurred in connection with the issue of such securities shall be charged on and payable out of the Central Fund or the growing produce thereof.

Extension of objects of the Company.

25. —(1) Paragraph 3 of the Second Schedule to the Principal Act is hereby amended by the substitution of the following subparagraph for subparagraph (b), that is to say—

“(b) the principal objects of the Company shall include—

(i) the establishment, maintenance and working of lines of aerial conveyances between places in the State and between the State and other countries either directly or by means of Aer Lingus, Teoranta and other air transport undertakings (in this paragraph referred to as controlled air transport undertakings) in which the Company has a controlling interest,

(ii) the acquisition and holding of shares in Aer Lingus, Teoranta,

(iii) the promotion of and holding of shares in controlled transport undertakings and in aircraft maintenance, repair and manufacture undertakings,

(iv) the holding of shares in and the making of working arrangements with air transport undertakings (other than controlled air transport undertakings) and aircraft maintenance, repair and manufacture undertakings,

(v) the giving, with the consent of the Minister for Finance, financial or other assistance to air transport undertakings and aircraft maintenance, repair and manufacture undertakings.”

(2) At any time after the passing of this Act, the Company may, with the approval of the Minister for Finance, given after consultation with the Minister, so alter its memorandum of association as to extend its objects in conformity with the amendment effected by subsection (1) of this section.

Directors.

26. —Paragraph 4 of the Second Schedule to the Principal Act is hereby amended by the substitution of the following subparagraphs for subparagraphs (a) and (b), that is to say:—

“(a) the number of the directors of the Company shall be not more than seven nor less than three,

(b) so long as the Minister for Finance holds not less than one-tenth (in nominal value) of the issued shares of the Company or so long as any debentures of the Company guaranteed by the said Minister under this Act are outstanding, a majority of the directors of the Company shall be nominated by the said Minister after consultation with the Minister for Industry and Commerce.”

Alteration of memorandum and articles of association of the Company.

27. —(1) In addition to the alterations specificially authorised by this Part to be made in the memorandum and articles of association of the Company, it shall be lawful for the Company to make all such alterations in its memorandum and articles of association as are necessary or proper by way of supplement to, or in consequence of, any alteration so specifically authorised and also such other alterations as shall be necessary or proper to give effect to the provisions of this Part.

(2) Neither section 78 of the Principal Act nor Clauses 7 and 8 of the memorandum of association of the Company shall apply to alterations made in the memorandum and articles of association of the Company under or in pursuance of this Part, and in lieu thereof it is hereby enacted that all such alterations shall be in such form consistent with this Part as shall be approved by the Minister for Finance, after consultation with the Minister.

(3) For the purposes of effecting any alterations in the articles of association of the Company authorised by this Part, section 13 of the Companies (Consolidation) Act, 1908, shall be construed as if the words “extraordinary resolution” were substituted for the words “special resolution” where the latter words first occur.

(4) Section 9 of the Companies (Consolidation) Act, 1908, shall not apply in respect of any alteration authorised by this Part to be made by the Company in its memorandum of association and in lieu thereof it is hereby enacted that every such alteration may be made by extraordinary resolution, as defined by section 69 of the said Act, and that, in addition to complying with section 70 of the said Act, the Company shall, within the time mentioned in the said section 70, deliver to the registrar of companies a printed copy of the memorandum as so altered and the said registrar shall register it and certify the registration under his hand, and such certificate shall be conclusive evidence that all the requirements of the said Act, as amended by this sub-section with respect to such alteration, have been complied with and thenceforth the memorandum as so altered shall be the memorandum of the Company.