BWIA International Airways Limited (Vesting)

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BWIA International Airways Limited (Vesting)
L.R.O.

LAWS OF TRINIDAD AND TOBAGO

Act
2 of 1995

Current Authorised Pages
Pages Authorised

(inclusive) by L.R.O.
1–10 ..

BWIA INTERNATIONAL AIRWAYS LIMITED
(VESTING) ACT

CHAPTER 49:04

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2 Chap. 49:04 BWIA International Airways Limited (Vesting)

Note on Subsidiary Legislation
This Chapter contains no subsidiary legislation.

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BWIA International Airways Limited (Vesting) Chap. 49:04 3

CHAPTER 49:04

BWIA INTERNATIONAL AIRWAYS LIMITED
(VESTING) ACT

ARRANGEMENT OF SECTIONS

SECTION

1. Short title.
2. Interpretation.
3. Vesting of undertaking.
4. Effect of vesting of undertaking.
5. Regulations.
6. Exemptions.
7. Order.
8. Transitional provisions.

FIRST SCHEDULE.
SECOND SCHEDULE.

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4 Chap. 49:04 BWIA International Airways Limited (Vesting)

CHAPTER 49:04

BWIA INTERNATIONAL AIRWAYS LIMITED
(VESTING) ACT

An Act to vest the undertaking of Trinidad and Tobago
(BWIA International) Airways Corporation in
BWIA International Airways Limited.

[15TH FEBRUARY 1995]

1. This Act may be cited as the BWIA International Airways
Limited (Vesting) Act.

2. In this Act—
“appointed day” means the day on which this Act comes into

operation;
“BWIA” means BWIA International Airways Limited, a company

incorporated under the Companies Act;
“Corporation” means Trinidad and Tobago (BWIA International)

Airways Corporation, established under the Trinidad and
Tobago (BWIA International) Airways Corporation Act;

“Investment Agreement” means the agreement executed among
the government of the Republic of Trinidad and Tobago,
BWIA International Airways Limited, the Acker Group, Loeb
Investors Co. No. 122 and Loeb Partners Corporation for the
transfer of the undertaking of the Corporation to BWIA;

“Minister” means the Minister to whom responsibility for finance
is assigned;

“undertaking” means—
(a) the right, title, claim or interest of the Corporation

in all property and other things of every kind,
real or personal, moveable or immoveable,
corporate or incorporate in possession or in action,
including those assets listed in Part A of the
First Schedule and all such other assets that are
transferred and vested by Order of the Minister
pursuant to section 7;

2 of 1995.

Commencement.
[26/1995].

Short title.

Interpretation.

Ch. 81:01.

Ch. 49:50.

First Schedule.

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BWIA International Airways Limited (Vesting) Chap. 49:04 5

(b) liabilities and obligations of the Corporation,
including those listed in Part A of the
Second Schedule and such other liabilities and
obligations that are transferred by Order of the
Minister pursuant to section 7.

3. The undertaking is hereby transferred to and vested
in BWIA.

4. (1) The effect of the vesting of the undertaking shall be
that from the appointed day—

(a) every contract existing before the appointed day
to which the Corporation was a party except those
entirely relating to liabilities and obligations to
be retained by the Corporation, whether in writing
or not, shall be construed and have effect as if—

(i) BWIA is a party instead of the Corporation;
(ii) for any reference to the Corporation,

whether express or implied, there were
substituted as respects anything falling to
be done on or after the appointed day, a
reference to BWIA;

(iii) for any reference, whether express or
implied, to the Director or to any director,
officer, clerk or servant of the Corporation
as respects anything falling to be done on
or after the appointed day, there were
substituted a reference, as the case may be,
to the Director or to any director, officer,
clerk or servant of BWIA as it may appoint
or, in default of appointment, to a director,
officer, clerk or servant of BWIA;

(b) all collective agreements within the meaning of
the Industrial Relations Act, or any replacement
or modification thereof in existence before the
appointed day, to which the Corporation was a
party shall be construed and have effect as if
BWIA were a party thereto and for the purposes
of such agreements and of any matter to be dealt
with under that Act, BWIA shall be deemed to be
the successor to the Corporation;

Second
Schedule.

Vesting of
undertaking.

Effect of vesting
of undertaking.

Ch. 88:01.

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6 Chap. 49:04 BWIA International Airways Limited (Vesting)

(c) any account between the Corporation and any
other party shall become an account between
BWIA and that other party;

(d) any instruction, direction, mandate, power of
attorney or consent given to or by the Corporation
and in existence before the appointed day shall
have effect as if given to or by BWIA;

(e) any negotiable instrument or order for payment
of money, which is expressed to be drawn on or
given to or accepted or endorsed by the
Corporation or payable to it, shall have effect as
if it had been drawn on or given to or accepted or
endorsed by BWIA or payable to BWIA;

(f) any security transferred to BWIA that before
the appointed day was held by the Corporation
as security for the payment or discharge of a debt
or liability or obligation, whether present or
future, actual or contingent shall be held by and
be available to BWIA as security for the
payment for discharge of that debt or liability or
obligation, and any such security which extends
to future advances or liabilities shall on and from
the appointed day, be held by and be available to
BWIA as security for future advances by, and
future liabilities to BWIA in the same manner and
in all respects as future advances by or liabilities
to the Corporation were secured thereby
immediately before the appointed day;

(g) any security provided by or for the Corporation
that before the appointed day was held as security
for the payment or discharge by the Corporation
of a debt or liability or obligation, whether present
or future, actual or contingent, shall be held by
and be available to a holder as security for the
payment or discharge by BWIA of that debt or
liability or obligation, and any such security which
extends to future advances or liabilities shall on

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BWIA International Airways Limited (Vesting) Chap. 49:04 7

and from the appointed day, be held by and be
available to the holder as security for future
advances and future liabilities of BWIA in the
same manner in all respects as future advances to
or liabilities of the Corporation were secured
thereby immediately before the appointed day;

(h) an officer, clerk or servant employed by the
Corporation before the appointed day shall, unless
his employment is terminated by the Corporation
or by him, or through retirement become an
officer, clerk or servant, as the case may be, of
BWIA, and employment with the Corporation and
BWIA respectively shall be deemed for all
purposes other than the computation of pension
and other terminal benefits, to be single
continuing employment, save that no director,
secretary or auditor of the Corporation shall by
reason only of this Act become a director,
secretary or auditor, as the case may be of BWIA.

(2) Subsection (1)(a)(ii) and (iii) applies to any statutory
instrument, and to any other document, as it applies in relation to
a contract to which subsection (1)(a) applies.

5. The Minister may make Regulations where necessary to
give effect to the provisions of this Act.

6. The Stamp Duty Act shall not apply to the transfer and
vesting of the undertaking in BWIA.

7. (1) The Minister may by Order subsequent to the
appointed day, transfer and vest in BWIA any part of the
undertaking that is not specified in the Schedules to this Act.

(2) The transfer and vesting under subsection (1), may
be subject to such conditions as the Minister may determine.

8. (1) Subject to subsection (2) the Trinidad and Tobago
(BWIA International) Airways Corporation Act is hereby repealed.

Regulations.

Exemptions.
Ch. 76:01.

Order.

Transitional
provisions.
Ch. 49:50.

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8 Chap. 49:04 BWIA International Airways Limited (Vesting)

FIRST SCHEDULE
PART A

ASSETS TO BE VESTED

1. All the books and records of the Corporation which are maintained at
the Corporation’s head office in Trinidad and Tobago and elsewhere.

2. Subject to the terms and conditions of the Investment Agreement, all
those assets appearing in the Final Closing Date Balance Sheet as defined in the
Investment Agreement under the heading “New BWIA 1/31/95”, including—

(a) All land, building and structures owned by the Corporation
situated or located as the case may be in Trinidad and Tobago
and elsewhere.

(b) All leasehold improvements and passenger handling facilities,
passenger servicing and aircraft ground handling equipment,
located on any premises occupied by the Corporation in
Trinidad and Tobago and elsewhere.

(c) All computer and communications equipment located on any
premises occupied by the Corporation in Trinidad and Tobago
and elsewhere.

(d) All office furniture, fittings and equipment located on any
premises occupied by the Corporation in Trinidad and Tobago
and elsewhere.

(e) The shares of Allied Caterers Limited, Societe Internationale
de Telecommunications Aeronautiques, Chartours Limited,
Beewind Gulf Club, International Aeradio Caribbean Limited
and Pan American Investment Trust.

(f) All maintenance and operating supplies situated at Piarco,
Trinidad and other landing points in the BWIA route network.

PART B

ASSETS NOT TO BE VESTED
Subject to the terms and conditions of the Investment Agreement, all those

assets appearing in the Final Closing Date Balance Sheet under the heading
“Eliminations Old BWIA”.

(Section 2).

(2) Sections 3, 4(1), 6, 7 to 18, 21, 22, 30, 31 and 35 of
the Trinidad and Tobago (BWIA International) Airways
Corporation Act shall continue in force and shall expire on such
day as the Minister may by Order appoint.

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BWIA International Airways Limited (Vesting) Chap. 49:04 9

SECOND SCHEDULE

PART A

LIABILITIES AND OBLIGATIONS TO BE ASSUMED

Subject to the terms and conditions of the Investment Agreement, all
those liabilities and obligations appearing in the Final Closing Date Balance
Sheet as defined in the Investment Agreement under the heading “New
BWIA 1/31/95”, including—

(1) The debt due to Meridian Trust Company secured by the
Corporation by a mortgage over one (1) MacDonell Douglas
aircraft Reg. No. 9Y THR.

(2) The debt due to suppliers of goods and services delivered to
or performed for the Corporation forty-five days or less, prior to the
appointed day.

(3) The liabilities and obligations to holders of valid passenger
and freight transportation coupons that were purchased at the
Corporation’s posted fares, or distrubuted in connection with promotional
or charitable events.

PART B

LIABILITIES AND OBLIGATIONS NOT TO BE ASSUMED
Subject to the terms and conditions of the Investment Agreement, those

liabilities and obligations appearing in the Final Closing Date Balance Sheet
under the column “Eliminations Old BWIA”, including—

1. The debt due to Republic Bank Limited secured by bonds or
government guarantees whether denominated in the currency of Trinidad and
Tobago or United States of America.

2. The debt due to holders of debentures dated 1991 and underwritten by
Colonial Life Insurance Limited.

3. The debt due to Clico Investment Bank Limited in Barbados.

4. The debt due to Barclays Bank Plc-Miami on overdraft account.

5. The debt due to Republic Finance and Merchant Bank Limited secured
by convertible redeemable bonds.

6. The debt due to Citibank (Trinidad and Tobago) Limited on account of
loan advances to the Corporation.

(Section 2).

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10 Chap. 49:04 BWIA International Airways Limited (Vesting)

7. The consortium loan debt due to Republic Bank Trinidad and Tobago
(Caymans) Limited, Commercebank National Association of Miami and Banco
Mercantil of Miami.

8. The debt due to suppliers of goods and services delivered to or
performed for the Corporation more than forty-five days prior to the
appointed day.

9. Actual or contingent liabilities if any, to the employees of the
Corporation arising before the appointed day.

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