WESTERN SAMOA

PUBLIC CORPORATIONS (SECURITIES) ACT 1976

1976, No. 2

ANALYSIS

Title

1. Short title
2. Interpretation
3. Public corporation may issue securities
4. Securities to be floating charge on as sets of public corporation
5. Term of securities
6. Public corporation may purchase its securities
7. Government guarantees of securities of public corporations
8. Hypothecation of securities by public corporation
9. Registrar of securities
Schedule

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THE PUBLIC CORPORATIONS (SECURITIES) ACT 1976

1976, No. 2

An Act to provide for the issuing of bonds, stock, and other securities by public corporations, and for matters incidental thereto

[23 August 1976

1. Short title - This Act may be cited as the Public Corporations (Securities) Act 1976.

2. Interpretation - In this Act, unless the context otherwise requires, -

"Public corporation" means:

(a) Any body corporate specified in the Schedule; and

(b) Any body corporate that is declared by any Act to be a public corporation for the purposes of this Act:

"Securities" includes bonds and stock.

3. Public corporation may issue securities - Subject to the provisions of this Act, any public corporation may from time to time issue bonds, stock, or other securities at such rates of interest and on such other terms and conditions as it thinks fit, for the purpose of providing funds for carrying on its lawful functions.

4. Securities to be floating charge on assets of public corporation - (1) All securities issued under this Act by a public corporation shall constitute a floating charge on the assets of the public corporation.

(2) The security created by such floating charge shall be available pari passu for all holders of such securities without priority or preference among themselves, and without regard to the respective dates on which such securities were issued.

5. Term of securities - A public corporation may issue securities under this Act for such term, not exceeding 50 years, as the public corporation shall in any case determine.

6. Public corporation may purchase its securities - A public corporation may at any time purchase any securities issued by it, and shall forthwith cancel securities so purchased.

7. Government guarantees of securities of public corporations - (1) Where the Minister of Finance has in writing approved the rate of interest and other terms and conditions of any specified securities issued or to be issued under this Act by a public corporation, the Head of State, acting on the advice of Cabinet, may by Order declare that such securities are guaranteed in accordance with subsection (4).

(2) Every Order made under subsection (1) shall specify the total face value of the securities to which it relates, the rate of interest payable on such securities, and the term of such securities, and shall also state that the Minister of Finance has given his approval in accordance with subsection (1) in respect of the securities to which the Order relates; and so long as the Order includes such a statement, it shall for all purposes be conclusive proof that the Minister of Finance has given such approval.

(3) Every Order made under subsection (1) shall be published in the Gazette and in the Savali as soon as practicable after it is made; but failure to comply with this subsection shall not invalidate the Order.

(4) The terms of the guarantee shall be that if any default is made, by the public corporation to which the guarantee relates, in the payment of any principal or interest payable by the public corporation in respect of the securities to which the guarantee relates, that principal or interest, as the case may be, shall forthwith be paid out of the Treasury Fund to the person to whom it is payable.

(5) All money that is payable out of the Treasury Fund pursuant to a guarantee given under this section is hereby charged upon the Treasury Fund and is declared to be statutory expenditure.

(6) All money that is paid out of the Treasury Fund pursuant to a guarantee given under this section shall constitute a debt due by the public corporation in respect of which it was given, and shall be recoverable accordingly.

As to the Treasury Fund, see s. 17 (a) of the Public Money Act 1964.

8. Hypothecation of securities by public corporation - (1) In anticipation of the issue by it at any time of any securities under this Act, a public corporation may, by the hypothecation or mortgage of such securities, borrow such sums of money as it thinks fit. All money borrowed on the authority of this section shall be a first charge on and shall be repaid out of the first money to be borrowed thereafter by the public corporation under the authority of section 3 of this Act for the purpose of providing funds for carrying on its lawful functions.

(2) Where a public corporation exercises the power of hypothecation or mortgaging of its securities under this section, the following provisions shall apply:

(a) Any person lending money on the security of such hypothecation or mortgage shall be entitled to possession of the securities hypothecated or mortgaged until the loan and all interest and other charges payable in respect of the loan have been paid;

(b) The securities hypothecated or mortgaged may exceed in face value, by any amount, the sums borrowed by the public corporation; and

(c) The public corporation may by the deed or other instrument of hypothecation or mortgage confer on the lender a power of sale of all or any of the securities hypothecated or mortgaged and that power may be exercised by the lender in such circumstances, in such manner, and to such extent as may be provided in that deed or instrument. On the sale of any securities under this paragraph, those securities shall for all the purposes of this Act be deemed to be securities issued by the public corporation.

9. Registrar of Securities - (1) Subject to the prior approval of the Minister of Finance, a public corporation may appoint any fit and proper person (including another body corporate), whether in Western Samoa or overseas, to be a Registrar of Securities in respect of securities issued under this Act by the public corporation.

(2) Subject to the following subsections of this section, and to the prior approval of the Minister of Finance, the appointment of a Registrar of Securities may be made on such terms and conditions as may be agreed to between the public corporation and the person to be appointed.

(3) The provisions of sections 18 to 29 (inclusive) of the Financial Powers Act 1964 shall, subject to the modifications specified in subsection (4) of this section, apply in respect of securities issued under this Act by a public corporation in the same way as they apply to Western Samoa Government stock.

(4) In the application of sections 18 to 29 (inclusive) of the Financial Powers Act 1964 by subsection (3) of this Act -

(a) Every reference to stock shall be deemed to be a reference to securities issued under this Act; and

(b) The reference in section 19 of that Act to the Minister of Finance shall be deemed to be a reference to a form to be determined by the public corporation concerned; and

(c) Every reference in that Act to the prescribed form shall be deemed to be a reference to a form to be determined by the public corporation concerned; and

(d) The reference in section 20 of that Act to the Government of Western Samoa shall be deemed to be a reference both to the Government of Western Samoa and to the public corporation concerned.

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SCHEDULE

Section 2

BODIES CORPORATE THAT ARE PUBLIC CORPORATIONS FOR THE PURPOSES OF THIS ACT

1. The Agriculture Store Corporation established by the Agriculture Store Corporation Act 1975.
2. The Banana Board established by the Banana Board Act 1975.
3. The Cocoa Board established by the Cocoa Board Act 1972.
4. The Copra Board of Western Samoa established by the Copra Board Ordinance 1948.
5. The Development Bank of Western Samoa established by the Development Bank Act 1974.
6. The Electric Power Corporation established by the Electric Power Corporation Act 1972.
7. The Industrial Free Zone Corporation established by the Industrial Free Zone Act 1974.
8. The Special Projects Development Corporation established by the Special Projects Development Corporation Act 1972.
9. The Western Samoa Trust Estates Corporation referred to in section 3 of the [Western Samoa Trust Estates Corporation Act 1977].

In item 9 the Western Samoa Trust Estates Corporation Act 1977, being the corresponding enactment in force at the date of this reprint, has been substituted for the repealed Western Samoa Trust Estates Corporation Ordinance 1961.

The Life Assurance Corporation is a public corporation for the purposes of this Act; see s. 25 (3) of the Life Assurance Corporation Act 1976.

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The Public Corporations (Securities) Act 1976 is administered in the Treasury.