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Appendix 1: Final Implementation Plan


This Document is Archived


Transaction Overview Report

Energy Reform Transition Unit
[ Last Updated 21 November 2005 ]


Key Event and DateDocuments and/or Activity Required by the Relevant DateResponsibility
1. SOEs' Incorporation Date and Execution of Key Agreements (15 - 24 December 1998)1.1 Incorporation of new companiesIDGs/Treasury
1.2 Approve draft Statement of Corporate IntentSOEs/CCMAU
1.3 Order in Council establishing SOEsExecutive Council
1.4 Appointment of SOE DirectorsCrown
1.5 Ministerial Direction to ECNZ board in relation to allocation and transfer of assets to new SOEsCrown
1.6 Major Transactions Resolutions
  • Resolution of Shareholders to enter Major Transactions for each SOE and ECNZ to execute Agreement for Sale and Purchase and transfer agreements for material contracts allocated to that SOE
SOEs/ECNZ/Crown
1.7 Ministerial approval of change to SCI for ECNZ Crown
1.8 Agreements for Sale and Purchase executedECNZ/SOEs
1.9 Offsetting hedge contractECNZ/SOEs
1.10 Transmission connection contractSOEs/Transpower
1.11 Intellectual Property AgreementECNZ/SOEs
1.12 Working capital arrangements for each SOE and residual ECNZ (if required)Crown/SOEs/ECNZ
1.13 Debt restructuring documents signed
  • Receive report from Aon Consulting NZ Acturial Limited in respect of debt restructuring
Crown/ECNZ/SOEs
1.14 Crown Guarantees/Deed of Assumption and Release re 1988 Crown/ECNZ Assets Sale and Purchase DeedECNZ/SOEs/Crown
1.15 Appointment of new ECNZ (EAML) DirectorsCrown
2. Steps Prior to Settlement (21 December 1998 - 1 April 1999)2.1 Advice to power station employees of employment processesECNZ/SOEs
2.2 Advice to ECNZ Managers and Administration Staff of employment processesECNZ/SOEs
2.3 Each SOE to provide its organisation structureSOEs
2.4 SOEs to advertise positions and commence organisational buildSOEs
2.5 Employee selection, transfer, terminationECNZ/SOEs
2.6 Transfer of material contracts ECNZ/SOEs
2.7 Exemptions from Public Works Act 1981ECNZ
2.8 Corporate office refurbishment as necessarySOEs
2.9 Build market capabilitySOEs
2.10 Put in place risk management policiesSOEs
2.11 Monitor/complete IP transfer and IT implementationEAML
2.12 Develop plan for branding and launch of companySOEs
2.13 Review adequacy of insurance arrangementsSOEs
2.14 Decide delegations and governance structureSOEs
2.15 Establish new funding linesSOEs
2.16 Establishment of each SOE's superannuation schemeSOEs
2.17 Agree settlement agendaSOEs/ECNZ
2.18 Transfer of shared intellectual propertyECNZ/SOEs
2.19 ECNZ to conduct business in accordance with pre-settlement obligations in Agreement for Sale and Purchase, including consultation with SOEs when requiredECNZ/SOEs
2.20 Continue hedge consent processECNZ
2.21 Any necessary hedge reallocationECNZ/SOEs
2.22 Final asset allocations/reallocationsECNZ/SOEs
3. Settlement Date (1 April 1999)3.1 SOE capitalisationSOEs/Crown
3.2 SOE debt 
3.3 ECNZ purchase price 
3.4 ECNZ return of capital
  • Resolutions and directors' certificates for return of capital to Crown
ECNZ/Crown
3.5 Crown guarantees in respect of debt, swaps and hedges become effective Crown
3.6 Transfer of assets
  • Complete executed (registerable) transfers
  • Original leases
  • Original material agreements
  • Original commercial contracts
  • Documents evidencing ownership of land assets
Crown/ECNZ
3.7 Each SOE to have material damage insurance coverSOEs
3.8 Split of assets registerECNZ
3.9 Novation or assignment of commercial contractsECNZ/SOEs
3.10 Third party intellectual property consentsECNZ
3.11 Resignations of ECNZ directorsECNZ
3.12 Order in Council that sections 4 and 5(1) of SOE Act do not apply to ECNZCrown
4. ASAP after Settlement4.1 Settlement accounts and payment of adjustment and redundancy compensationEAML
5. Six months after Settlement5.1 SOEs to cease to use ECNZ brandingSOEs
6. One year after Settlement 6.1 Final date for transfer of intellectual propertySOEs/EAML
6.2 Final Statement of Corporate IntentSOEs
6.3 RevaluationSOEs
8. Two years after Settlement Date8.1 Deadline for reallocation of assetsEAML/SOEs

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