QueenslandQueensland Government Government Gazette Gazette PP 451207100087 PUBLISHED BY AUTHORITY ISSN 0155-9370 Vol. 343] FRIDAY, 3 NOVEMBER, 2006 [951] Queensland Government Gazette EXTRAORDINARY PP 451207100087 PUBLISHED BY AUTHORITY ISSN 0155-9370 Vol. 343] FRIDAY, 27 OCTOBER, 2006 [No. 58 NOTICE Premier’s Office Brisbane, 26 October 2006 Her Excellency the Governor directs it to be notified that, acting under the provisions of the Constitution of Queensland 2001, she has appointed the Honourable Anna Maria Bligh MP, Deputy Premier, Treasurer and Minister for Infrastructure to act as, and to perform all of the functions and exercise all of the powers of, Premier and Minister for Trade from 28 October 2006 until the Honourable Peter Douglas Beattie MP returns to Queensland. PETER BEATTIE MP PREMIER AND MINISTER FOR TRADE © The State of Queensland (SDS Publications) 2006 Copyright protects this material. Reproduction inquiries should be addressed to [email protected] or SDS Publications, Locked Bag 500, Coorparoo DC, QLD, 4151 _____________________________ BRISBANE Printed by Government Printer, Vulture Street, Woolloongabba 27 October 2006 [953] QueenslandQueensland GovernmentGovernment Gazette Gazette EXTRAORDINARY PP 451207100087 PUBLISHED BY AUTHORITY ISSN 0155-9370 Vol. 343] FRIDAY, 27 OCTOBER, 2006 [No. 59 Energy Assets (Restructuring and Disposal) Act 2006 Transfer all Intellectual Property from the Transferor to the Transferee, such as set out in Schedule 5, subject to any Act No 42 of 2006 conditions set out in that schedule. TRANSFER NOTICE Each such transfer: Allgas Sale and Purchase Agreement and related matters is to take effect subject to the conditions, if any, specified as to such transfer; and 1.Pursuant to section 9 of the Energy Assets (Restructuring and Disposal) Act 2006, I, Peter Beattie, Acting Treasurer, do each of the is for the consideration, if any, as specified in the conditions, following: specified as to such transfer. (a)Shares 2.Pursuant to section 11 of the Energy Assets (Restructuring and Disposal) Act 2006, I, Peter Beattie, Acting Treasurer, direct and Transfer the legal and beneficial ownership of, all rights attached require that: or accrued to, and all liabilities associated with, the Transfer Shares from the Transferor to the Transferee, each as set out in (a)Further Assurance schedule 1, subject to any conditions set out in that schedule. In Each energy entity the subject of this Transfer Notice do all such respect of each transfer of Transfer Shares, each of which is things (including the execution of instruments) necessary, identified by a transfer number in schedule 1, the Transfer Shares, incidental or ancillary, to give effect to this Transfer Notice. Transferor and Transferee are as set out opposite that transfer number in schedule 1. (b)Boards The boards of each energy entity the subject of this Transfer (b)Real Property Notice do all such things (including the execution of instruments) Transfer the freehold interest in, and (to the extent they can be necessary, incidental or ancillary, to give effect to this Transfer validly transferred under this Transfer Notice) all rights and Notice. liabilities associated with, the Transfer Real Property from the Definitions Transferor to the Transferee, each as set out in schedule 2, subject In this Transfer Notice: "Allgas Energy" means Allgas Energy Pty Ltd to any conditions set out in that schedule. In respect of each (ABN 52 009 656 446); transfer of Transfer Real Property, each of which is identified by a transfer number in schedule 2, the Transfer Real Property, "Allgas Pipelines Operations" means Allgas Pipelines Operations Pty Transferor and Transferee are as set out opposite that transfer Ltd (ABN 16 076 666 807); number in schedule 2. "Allgas Sale and Purchase Agreement" means the agreement of that name, dated 2 October 2006 between the State of Queensland, Energex (c)Other Assets and Liabilities and APT Pipelines Limited (ACN 009 666 700); Transfer all the Transfer Assets and/or Transfer Liabilities from "Allgas Toowoomba" means Allgas Toowoomba Pty Ltd the Transferor or Transferors (as the case may be) to the (ABN 54 009 655 645); Transferee, each as set out in schedule 3, subject to any "Effective Time" means immediately prior to the end of 31 October conditions set out in that schedule. In respect of each transfer of 2006; Transfer Assets and/or Transfer Liabilities, each of which is identified by a transfer number in schedule 3, the Transfer Assets "Energex" means ENERGEX Limited (ABN 40 078 849 055); and/or Transfer Liabilities, Transferor and Transferee are as set "Queensland Energy" means Queensland Energy Services Team Pty out opposite that transfer number in schedule 3. Ltd (ABN 86 069 592 123); (d)Contracts "Sun Gas Retail" means Sun Gas Retail Pty Ltd (ACN 121 177 740); Transfer all the rights and liabilities under or relating to the "Sun Retail" means Sun Retail Pty Ltd (ABN 97 078 848 549); and Transfer Contracts from the Transferor to the Transferee, each as words that are defined in the Energy Assets (Restructuring and set out in schedule 4, subject to any conditions set out in that Disposal) Act 2006 have the same meaning where they are used in this schedule. In respect of each transfer of such rights and liabilities, Transfer Notice. each of which is identified in respect of the Transfer Contract to Peter Beattie which they relate by a transfer number in schedule 4, the Transfer Acting Treasurer Contract, Transferor and Transferee are as set out opposite that transfer number in schedule 4. Signed on 26th day of October, 2006 (e)Intellectual Property 954 QUEENSLAND GOVERNMENT GAZETTE, No. 59 [27 October 2006 Schedule 1 Transfer of shares transfer Transferor Transferee Transfer Shares number 1. Allgas Pipelines Holdings Pty Ltd (ABN 50 076 Allgas Energy All the shares in Allgas Pipelines 559 656) Operations Pty Ltd (ABN 16 076 666 807). 2. Allgas Energy Queensland Energy All the shares in Queensland Gas Industries Pty Ltd (ABN 82 009 730 205). 3. Allgas Energy Queensland Energy All the shares in Allgas Pipelines Holdings Pty Ltd (ABN 50 076 559 656). 4. Allgas Energy Queensland Energy All the shares in Energy Holdings Ltd (ABN 57 010 141 545). 5. Allgas Energy Queensland Energy All the shares in Metering Dynamics Pty Ltd (ACN 087 082 764). Conditions 1. Transfer number 1 must occur before each other transfer of shares. 2. In respect of each transfer, the Transferor must execute a standard transfer form and deliver the duly executed transfer form together with the relevant share certificate(s) to the Transferee. 3. The consideration for each transfer is the book value of the property transferred. mzqs A0107619291v9 405693873 27.10.2006 Page 3 Schedule 2 Transfer of real property transfer Transfer Real Property Transferor Transferee number 1. Lot 2 on RP 141824 (Montague Road, West End). Allgas Energy Energex 2. Lot 1 on RP 187090 and Lot 22 on RP 158235 (Dividend Street, Energex Allgas Energy Mansfield). Conditions 1. The Transferor and the Transferee must execute all relevant land registry forms. 2. The consideration for each transfer is the book value of the property transferred. 27 October 2006] QUEENSLAND GOVERNMENT GAZETTE, No. 59 955 Schedule 3 Other assets and liabilities transfer Transferor Transferee Transfer Assets or Transfer Liabilities (as the number case may be) 1. Energex and each of its related bodies Allgas Energy All of the assets identified in the asset listing (Data corporate (as that term is defined in the Room reference number ACC.03.01.00006 Corporations Act 2001 (Cth)) as at the REPL1), a copy of which is signed by me for Effective Time identification purposes, which signed copy shall be kept available for inspection by each Transferor and the Transferee at Queensland Treasury, (Executive Building, 100 George Street, Brisbane) owned by such a Transferor immediately prior to this Transfer Notice taking effect and not otherwise transferred by this Transfer Notice. 2. Allgas Energy Sun Retail All property in and rights in respect of any serviced hot water systems (including without limitation any apparatus, equipment, pipes, meters and fittings associated with the provision of serviced hot water), being property or rights that are held by the Transferor immediately prior to this Transfer Notice taking effect, and all rights and liabilities of the Transferor immediately prior to this Transfer Notice taking effect relating to the installation, maintenance or repair of serviced hot water systems, the sale of gas used by such hot water systems or the sale of hot water produced by such hot water systems. mzqs A0107619291v9 405693873 27.10.2006 transfer Transferor Transferee Transfer Assets or Transfer Liabilities (as the number case may be) 3. Allgas Energy Queensland Energy All of the Assets and the Contracts Liability (each within the meaning of the Asset Sale Agreement Allgas Toowoomba referred to below) to be transferred by a Transferor or assumed by the Transferee under or as contemplated by the Asset Sale Agreement (Natural Gas for Vehicles and Serviced Hot Water Assets – Unregulated Assets) between the Transferors and the Transferee dated 3 September 2003 and which have not been so transferred or assumed immediately prior to this Transfer Notice taking effect. 4. Allgas Toowoomba Energex All of the Assets and the Assumed Liabilities (each within the meaning of the Asset Sale Agreement referred to below) to be transferred by the Transferor to or assumed by the Transferee under or