Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Act 2015 (WA)

Western Australia Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Act 2015 Note: On 16 May 2016 the High Court of Australia declared this Act to be invalid in its entirety. (See Bell Group N.V. (in liquidation) v Western Australia [2016] HCA 21.) Western Australia Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Act 2015 Contents Part 1 — Preliminary 1. Short title 2 2. Commencement 2 3. Terms used 2 4. Objects of this Act 10 5. Crown bound 11 6. Extraterritorial operation 11 Part 2 — Authority and Fund Division 1 — WA Bell Companies Administrator Authority 7. Authority established 12 8. Administrator appointed 12 9. Functions of the Authority 13 10. Powers of the Authority 13 11. Use of government staff 14 12. Delegation 14 13. Execution of documents by the Authority 15 14. Annual and final reports 15 15. Special reports 16 Division 2 — The WA Bell Companies Administrator Authority Fund 16. Establishment of Fund 16 17. Investment of Fund 17 18. Administration expenses 17 19. Accounting for losses 18 Division 3 — Assumptions 20. Assumptions entitled to be made 18 21. Assumptions 19 Part 3 — WA Bell Companies Division 1A — WA Bell Companies continuing existence 21A. WA Bell Companies continuing existence 20 Division 1 — Transfer of property 22. Transfer of property 21 23. Notice to property holder 23 24. Steps to be taken to perfect transfer 24 Division 2 — Treatment of liabilities 25. Treatment of liabilities 24 Division 3 — Voiding of Agreements 26. Certain agreements voided 25 Division 4 — Administration of WA Bell Companies 27. Authority to administer WA Bell Companies 26 28. Role of Authority as administrator of WA Bell Companies 27 29. Powers of other officers 27 Division 5 — Dissolution of WA Bell Companies 30. Dissolution of companies 27 Division 6 — Miscellaneous 31. Registration of documents to show effect of this Part 29 Part 4 — Completion of winding up of WA Bell Companies Division 1 — Application of this Part 32. Application of this Part in relation to certain interests 30 Division 2 — Information gathering 33. Requirements on liquidator 31 34. Call for proof of liabilities 33 Division 3 — Reports and recommendations by the Authority 35. Role of the Authority 34 36. Authority must seek submissions from affected creditors 34 37. Determination of property and liabilities 35 38. Reports to the Minister on property and liabilities 35 39. Recommendations with respect to liabilities 36 40. Recommendations with respect to funding or indemnities 38 Division 4 — Determinations of the Governor 41. Governor may determine amounts and property: interim determinations 40 42. Governor may determine amounts and property: final determination 41 43. Determinations: general provisions 41 Division 5 — Giving effect to Governor's determination 44. Authority to make payments or transfer property 42 Division 6 — Release of Liquidator 45. Release of liquidator 44 Part 5 — Winding up of the Authority and Fund 46. Closure of the Fund 45 48. Vesting of property in the State 45 49. Reports on Authority's functions 45 Part 6 — Application of Corporations Act 50. Terms used 47 51. WA Bell Companies excluded from Corporations legislation 47 52. Displacement of certain provisions of Corporations legislation 48 53. Applying the Corporations legislation to WA Bell Companies 48 53A. Validity of certain provisions 50 Part 7 — Offences 54. Scheme to avoid operation of Act or achievement of its objects 51 55. Certain deregistered companies not to be reinstated by certain persons 52 56. Dealings with property 52 57. Obstruction or hindrance of the Authority 53 58. Failure to comply with requirements 53 59. False information 54 60. Confidentiality of information 54 61. Liability of officers of body corporate for offence by body corporate 55 62. Further provisions relating to liability of officers of body corporate 55 63. Conduct on behalf of bodies corporate and principals 56 64. Continuing offences: daily penalties 57 65. Bringing prosecutions 58 66. Injunctions to ensure compliance with this Act 58 Part 8 — Miscellaneous 67. Privilege 60 68. Effect of things done under Act 60 69. Protection of the Minister, the Authority and others 62 70. Protection of ICWA and others connected with it 62 71. Protection for compliance with the Act 63 72. Act not to give rise to liability against the State, Authority or Administrator 64 73. Stay of proceedings 64 74. No appeal or review 65 75. Conduct of inquiry 66 76. Judicial notice 66 77. Freedom of Information Act 1992 66 78. Power to obtain opinion 66 79. Constructive notice of contents of document 67 80. Translation of documents 67 81. Service of documents 67 82. Approved forms 67 83. Regulations 67 84. Expiry of Act 68 85. The Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Amendment Act 2016 69 Schedule 1 — The WA Bell Companies Schedule 2 — The Bell litigation Notes Compilation table 76 Uncommenced provisions table 76 Defined terms Western Australia Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Act 2015 An Act to provide a legislative framework for the dissolution, and administration of the property, of The Bell Group Ltd ACN 008 666 993 (In Liquidation) and certain of its subsidiaries and for related purposes. The Parliament of Western Australia enacts as follows: Part 1 — Preliminary 1. Short title This is the Bell Group Companies (Finalisation of Matters and Distribution of Proceeds) Act 2015. 2. Commencement (1) This Act comes into operation as follows — (a) Part 1 — on the day on which this Act receives the Royal Assent (assent day); (b) section 47 — on the day that is 14 days after the day on which the Fund is closed by section 46; (c) sections 54 to 56 — as set out in subsection (2); (d) the rest of the Act — on the day after assent day. (2) Sections 54 to 56 are deemed to have come into operation at 12 noon on the day before the day on which the Bill for this Act was introduced into the Legislative Assembly. 3. Terms used (1) In this Act, unless the contrary intention appears — ADI means an authorised deposit-taking institution as defined in the Banking Act 1959 (Commonwealth) section 5(1); Administrator means the person holding the office of Administrator of the WA Bell Companies established by section 8; agreement means an agreement, arrangement or understanding — (a) whether formal or informal or partly formal and partly informal; and (b) whether written or oral or partly written and partly oral; and (c) whether or not having legal or equitable force; and (d) whether or not based on legal or equitable rights; ASIC means the Australian Securities and Investments Commission; Authority means the WA Bell Companies Administrator Authority established by section 7; Bell Group Subsidiary Indemnity Agreements means — (a) the Group A Companies Indemnity Agreement dated 4 July 1997 between Antony Leslie John Woodings as liquidator of BGF, BGF, the Commonwealth, LDTC (BGF), BGNV and ICWA; and (b) the Deed of Indemnity dated 4 July 1997 between Antony Leslie John Woodings, BGF, the Group A Companies (as described in the Deed) and Antony Leslie John Woodings as liquidator of each of the Group A Companies; and (c) the Group B Companies Indemnity Agreement dated 4 July 1997 between Geoffrey Frank Totterdell as liquidator of TBGL, TBGL, the Commonwealth, LDTC (TBGL), LDTC (BGF), BGNV and ICWA; and (d) the Deed of Indemnity dated 4 July 1997 between Geoffrey Frank Totterdell, TBGL, the Group B Companies (as described in the Deed) and Geoffrey Frank Totterdell as liquidator of each of the Group B Companies; Bell litigation means the litigation listed in Schedule 2; BGF means Bell Group Finance Pty Ltd ACN 009 165 182 (In Liquidation); BGF AFI means the Agreement for Indemnification dated 7 April 1995 between Antony Leslie John Woodings as liquidator of BGF, the Commonwealth, LDTC (BGF), BGNV and ICWA, as amended by agreements dated 5 March 1996, 4 July 1997, 1 October 1999 and 22 May 2012; BGF Trust Deed means the Trust Deed dated 25 July 1998 between BGF, TBGL, LDTC and Drayton Capital Pty Limited ACN 009 238 377, as amended by an undated supplemental deed between BGF, TBGL and LDTC; BGNV means Bell Group NV ARBN 073 576 502 (In Liquidation); BGNV Indemnity means the agreement made by correspondence between ICWA and Garry Trevor as Australian liquidator of BGNV in or about July 2001, under which ICWA agreed to indemnify and advance funds to BGNV or Garry Trevor as Australian liquidator of BGNV, to enable him to defend claims made against BGNV in Supreme Court of Western Australia proceeding CIV 2061 of 1996; BGNV Trust Deeds means — (a) the Trust Deed dated 20 December 1985 between BGNV, TBGL and LDTC, as amended by the Supplemental Trust Deed dated 6 February 1986; and (b) the Trust Deed dated 7 May 1987 between BGNV, TBGL and LDTC, as amended by the First Supplemental Trust Deed dated 5 December 1999; and (c) the Trust Deed dated 14 July 1987 between BGNV, TBGL and LDTC; BGUK Liquidator's Indemnity Agreements means — (a) the Deed of Indemnity dated 1996 between BGF, Antony Leslie John Woodings and Jacqueline Barbara Stephenson; and (b) the Indemnity Agreement dated 31 May 1996 between Antony Leslie John Woodings as liquidator of BGF, BGF, the Commonwealth, LDTC (BGF), BGNV and ICWA; body corporate includes a WA Bell Company; books has the meaning given in the Corporations Act section 9; company means a company registered under the Corporations Act; corporation has the meaning given in the Corporations Act section 57A; Corporations Act means the Corporations Act 2001 (Commonwealth); Court means the Supreme Court; creditor, in relation to a WA Bell Company, means a person in relation to whom, immediately before the transfer day, the WA Bell Company had a liability and includes a beneficiary of any trust of, or with respect to, a liability; daily newspaper has the meaning given in the Corporations Act section 9; financial records has the meaning given in the Corporations Act section 9; director, of a company, means a person who is a director of the company under paragraph (a) of the definition of director in the Corporations Act section 9; Fund means the WA Bell Companies Administrator Authority Fund established by section 16; Gentra Indemnity means the agreement made by correspondence between ICWA and Antony Leslie John Woodings as liquidator of TBGL and BGF in or about July 2012, in respect of claims, liability and obligations incurred by Antony Leslie John Woodings as liquidator of TBGL and BGF under the Deed of Indemnity and Funding Agreement between Antony Leslie John Woodings as liquidator of TBGL and BGF, and William Antony Batty as receiver of Gentra Limited (formerly Royal Trust Bank); ICWA means the body continued by the Insurance Commission of Western Australia Act 1986 section 4 under the corporate name "Insurance Commission of Western Australia"; Indemnity and Distribution Agreement means the Indemnity and Distribution Agreement dated 29 September 1999 between the Commonwealth and ICWA; LDTC means The Law Debenture Trust Corporation plc; LDTC (BGF) means LDTC in its capacity as trustee under the BGF Trust Deed; LDTC (TBGL) means LDTC in its capacity as trustee under the TBGL Trust Deed; liability, of a person, means any debt, expense, duty, obligation or other liability of, or claim against, the person — (a) whether actual, contingent, prospective, liquidated or unliquidated; or (b) whether owed alone or owed jointly or jointly and severally with any other person; liquidator means a liquidator of a WA Bell Company and includes a provisional liquidator of a WA Bell Company immediately before — (a) for a WA Bell Company that was registered immediately before the transfer day — the transfer day; and (b) for a reinstated WA Bell Company — the day on which the company was deregistered; Liquidators' Indemnity Agreement means the Liquidators' Indemnity Agreement dated 7 October 1999 between Geoffrey Frank Totterdell as liquidator of TBGL and Antony Leslie John Woodings as liquidator of BGF; Main Proceeding Indemnity Agreements means — (a) the LDTC Deed of Indemnity dated 2 June 2000 between ICWA, LDTC, Antony Leslie John Woodings as liquidator of TBGL and BGF, and Geoffrey Frank Totterdell as liquidator of TBGL; and (b) the Deed of Indemnity dated 11 July 2011 between ICWA, LDTC and Antony Leslie John Woodings as liquidator of TBGL and BGF, as amended by an Amendment Deed dated June 2013 between ICWA, LDTC and Antony Leslie John Woodings as liquidator of TBGL and BGF; Maranoa Transport means Maranoa Transport Pty Ltd ACN 009 668 393 (In Liquidation); officer, of a body corporate, has the meaning given in the Corporations Act section 9 and includes any person who has at any time been an officer of the body corporate; property means property of any kind (including any chose in action or goodwill and any right, interest or claim) whether — (a) tangible, intangible, real or personal; or (b) arising from, accruing under, created or evidenced by, or the subject of, an instrument or otherwise; or (c) actual, contingent, prospective, liquidated or unliquidated; PTICA means the Agreement for Indemnification and Post Termination Inter‑Creditor Agreement dated 23 September 1999 between the Commonwealth, ICWA, Garry Trevor as Australian liquidator of BGNV and BGNV, as amended by an agreement dated 26 June 2000; records includes books, financial records, financial statements, minutes, registers, deeds, writings, documents and other sources of information compiled, recorded or stored in written form or on microfilm, or by electronic process, or in any other manner or by any other means; reinstated WA Bell Company means a WA Bell Company that was not registered immediately before the transfer day but which had its registration reinstated on or after the transfer day; related body corporate, in relation to a body corporate, has the meaning given in the Corporations Act section 9; right means any right, power, privilege or immunity whether actual, contingent or prospective; subsidiary, in relation to a body corporate, has the meaning given in the Corporations Act section 9; TBGL means The Bell Group Ltd ACN 008 666 993 (In Liquidation); TBGL AFI means the Agreement for Indemnification dated 6 April 1995 between Geoffrey Frank Totterdell as liquidator of TBGL, the Commonwealth, LDTC (TBGL), LDTC (BGF), BGNV and ICWA, as amended by agreements dated 16 February 1996, 4 July 1997, 1 October 1999 and 22 May 2012; TBGL Inter‑Creditor Agreement means the TBGL Inter‑Creditor Agreement dated 21 March 1995 between the Commonwealth, ICWA, LDTC and BGNV; TBGL Trust Deed means the Trust Deed dated 25 July 1998 between TBGL, LDTC and Drayton Capital Pty Limited ACN 009 238 377, as amended by an undated supplemental deed between TBGL and LDTC; transfer day means the day on which Part 3 comes into operation; Trust Deed Indemnity Agreements means — (a) the Deed of Indemnity in relation to Amendment of Trust Deeds for TBGL and BGF Bonds dated 14 December 1998 between Geoffrey Frank Totterdell as liquidator of TBGL, LDTC (TBGL), LDTC (BGF) and ICWA; and (b) the Deed of Indemnity in relation to Amendment of Trust Deeds for TBGL and BGF Bonds dated 14 December 1998 between Antony Leslie John Woodings as liquidator of BGF, LDTC (TBGL), LDTC (BGF) and ICWA; WA Bell Company means a corporation that existed at any time before the transfer day (including a corporation that was dissolved or deregistered before that day) and that is listed in Schedule 1; Western Interstate means Western Interstate Pty Ltd ACN 000 224 395 (In Provisional Liquidation); Western Interstate Assignment Agreement means the Agreement dated 13 March 1996 between Geoffrey Frank Totterdell as liquidator of Bell Bros. Pty Ltd ACN 008 672 375 (In Liquidation), Wanstead Pty Ltd ACN 008 775 120 (In Liquidation) and Wigmores Tractors Pty Ltd ACN 008 679 221, Antony Leslie John Woodings as provisional liquidator of Western Interstate and as liquidator of BGF, the Commonwealth, LDTC (BGF), BGNV and ICWA, as amended by an agreement dated 4 July 1997; Western Interstate Indemnity Agreement means the Agreement dated 6 March 1996 between the Commonwealth, LDTC (BGF), BGNV, ICWA and Antony Leslie John Woodings as provisional liquidator of Western Interstate; Western Interstate Inter‑Creditor Agreement means the Agreement dated 6 February 1996 made between the Commonwealth, ICWA, LDTC and BGNV. (2) A reference in this Act to a WA Bell Company includes a reference to a body that was a WA Bell Company immediately before the dissolution of that company under section 30. (3) A reference in this Act to a liquidator of a WA Bell Company is, unless the contrary intention appears, a reference to a person who was a liquidator of a WA Bell Company immediately before the dissolution of that company under section 30. (4) A reference in this Act to — (a) the deregistration of a company is a reference to the deregistration of the company under the Corporations Act or the Corporations Law (as in force before 15 July 2001); and (b) the reinstatement of the registration of a company is a reference to the reinstatement of the registration of the company under the Corporations Act. (5) Except in section 51(1), a reference in this Act to a WA Bell Company includes a reference to Maranoa Transport. [Section 3 amended: No. 6 of 2016 s. 4.] 4. Objects of this Act The objects of this Act are — (a) to provide a mechanism, that avoids litigation, for the distribution of funds (the Bell litigation funds) received by the liquidator of TBGL and certain of its subsidiaries (the Bell group of companies) as a consequence of the Bell litigation and the settlement of it in 2013; (b) to provide a form of external administration of WA Bell Companies and require that it be carried out only in accordance with the provisions of this Act; (c) to provide appropriate compensation to the creditors who funded the Bell litigation taking into account the funding provided and the associated risks assumed by them; (d) to reflect the circumstance that without the funding mentioned in paragraph (c), the Bell litigation funds would not exist and the creditors of the Bell group of companies would have received no (or only nominal) dividends in the liquidation of those companies; (e) to make reasonable provision for the distribution of the property of the WA Bell Companies having regard to the uncertainties existing as to the nature and extent of that property; (f) to make reasonable provision for the satisfaction of liabilities owed to creditors having regard to the uncertainties existing as to the nature and extent of those liabilities; (g) to distribute the Bell litigation funds generally in accordance with the commercial substance of the agreements between the liquidator and the creditors who funded the Bell litigation, as made before the enactment of this Act; (h) to avoid further litigation that will waste the resources of the State and other persons and consume the Bell litigation funds. 5. Crown bound (1) This Act binds the Crown in right of the State and, so far as the legislative power of the State permits, in all its other capacities. (2) Nothing in this Act makes the Crown in any capacity liable to be prosecuted for an offence. 6. Extraterritorial operation It is the intention of the Parliament that this Act should, so far as possible, operate to the full extent of the extraterritorial legislative power of the State. Part 2 — Authority and Fund Division 1 — WA Bell Companies Administrator Authority 7. Authority established (1) The WA Bell Companies Administrator Authority is established. (2) The Authority is a body corporate with perpetual succession. (3) The Authority has, both within and outside the State, the legal capacity of an individual. (4) The Authority has an official seal and may sue and be sued in its corporate name. (5) The Authority is to be governed by the Administrator. (6) The Authority has the status, immunities and privileges of the State. (7) The Authority is not an organisation for the purposes of the Public Sector Management Act 1994. 8. Administrator appointed (1) An office called the Administrator of the WA Bell Companies is established. (2) The office is not an office in the Public Service. (3) The office is not an organisation for the purposes of the Public Sector Management Act 1994. (4) The Minister may appoint a person to the office. (5) Subject to this Act, the Administrator holds office for the term specified in the instrument of appointment and is eligible for reappointment. (6) The Minister may determine the remuneration that the Administrator is entitled to receive and the other terms and conditions of appointment that apply to the Administrator. (7) The Administrator may resign from office by notice in writing given to the Minister. 9. Functions of the Authority (1) The functions of the Authority are — (a) to collect, and realise or otherwise deal with, the property of the WA Bell Companies in accordance with the objects of this Act; and (b) to administer each WA Bell Company until it is dissolved; and (c) to administer, invest and manage the Fund; and (d) to perform any other functions that are conferred on it by this Act. (2) The Authority may perform any of its functions in the State or elsewhere. 10. Powers of the Authority (1) The Authority may do all things necessary to perform its functions. (2) Without limiting subsection (1), the Authority may, both within and outside the State — (a) acquire, hold, manage or dispose of real or personal property; (b) enter into a contract or other arrangement; (c) employ, or engage under a contract for services, any persons that are necessary to assist it to perform its functions; (d) exercise any power that a liquidator of a company can exercise under the Corporations Act section 477; (e) seek the reinstatement of the registration of a WA Bell Company; (f) indemnify a liquidator of a WA Bell Company against costs or liability in relation to the performance of a function as liquidator of the company, on the terms and conditions determined by the Authority; (g) exercise any other power conferred on the Authority by or under the law of the State or the law of a place other than the State. (3) Nothing in this section limits any other power of the Authority under this Act or any other written law. 11. Use of government staff (1) The Authority may, by arrangement with the relevant employer, make use (either on a full‑time or part‑time basis) of the services of any officer or employee — (a) in the Public Service; or (b) in a State agency or instrumentality; or (c) otherwise in the service of the State. (2) The Authority may, by arrangement, make use of the facilities of — (a) a department of the Public Service; or (b) a State agency or instrumentality. (3) An arrangement under subsection (1) or (2) is to be made on terms agreed to by the parties. 12. Delegation (1) The Authority may, by instrument in writing, delegate to any person any of the powers or duties of the Authority under this Act or any other written law, other than this power of delegation. (2) A person exercising a power or performing a duty that has been delegated to the person under this section is taken to do so in accordance with the terms of the delegation, unless the contrary is shown. (3) Nothing in this section limits the ability of the Authority to perform a function through an employee or agent. 13. Execution of documents by the Authority (1) A document is duly executed by the Authority if — (a) the official seal of the Authority is affixed to it in the presence of the Administrator and the Administrator signs the document to attest that it was so affixed; or (b) it is signed on behalf of the Authority by — (i) the Administrator; or (ii) a person authorised by the Authority to sign the document on its behalf. (2) The Authority may, by writing under its seal, authorise an employee of the Authority or other person to sign documents on its behalf, either generally or subject to any restrictions that are specified in the authorisation. (3) A document purporting to be executed in accordance with this section must be presumed to be duly executed, unless the contrary is shown. (4) If a document is produced bearing a seal purporting to be the official seal of the Authority, it must be presumed that the seal is the official seal of the Authority, unless the contrary is shown. 14. Annual and final reports (1) The Financial Management Act 2006 Part 5 applies in relation to the Authority as if it were an agency and the Administrator were its accountable authority. (2) However, that Part does not apply so as to require reporting on key performance indicators. 15. Special reports (1) The Minister may, by order in writing, require the Administrator to prepare a report for the Minister that contains — (a) a report on the operations of the Authority over the period specified in the order; and (b) financial statements for the period specified in the order, prepared in accordance with the Financial Management Act 2006 section 62; and (c) any other information required by the Minister in the order. (2) The Minister may, in the order, require that the report be submitted to the Auditor General for audit. (3) The Administrator must submit the report to the Minister within 90 days after the day on which the order is made, or any extension of that period granted by the Minister. (4) If the order required that the report be submitted to the Auditor General, the Administrator must submit, with the report, a copy of the opinion of the Auditor General prepared and signed under the Auditor General Act 2006 section 15. Division 2 — The WA Bell Companies Administrator Authority Fund 16. Establishment of Fund (1) The WA Bell Companies Administrator Authority Fund is established. (2) The Fund is to be administered by the Authority. (3) The following must be credited to the Fund — (a) all money transferred to the Authority under Part 3 or realised out of other property transferred to, or vested in, the Authority under that Part; (b) money received from the investment of the Fund; (c) any advances made to the Authority under the Financial Management Act 2006 section 28. (4) The following are to be paid out of the Fund — (a) amounts recoverable from the Authority as a consequence of an advance referred to in subsection (3)(c); (b) expenses payable out of it under section 18; (c) amounts payable out of it under section 44. (5) All money credited to the Fund must be paid into an account established at a bank as defined in the Financial Management Act 2006 section 3. 17. Investment of Fund The Authority may invest any money standing to the credit of the Fund in the same manner as money in the Public Bank Account may be invested under the Financial Management Act 2006 section 37. 18. Administration expenses (1) The following expenses, as determined by the Authority, are payable out of the Fund — (a) expenses of, and incidental to, the administration of this Act by the Authority; (b) expenses of, and incidental to, the administration of a WA Bell Company by the Authority; (c) any amount payable under an indemnity under section 10(2)(f); (d) any remuneration or expenses payable to, or in respect of, the Administrator; (e) expenses reasonably incurred by a liquidator of a WA Bell Company in complying with an obligation under this Act. (2) Expenses payable under this section are to be paid out of the Fund before the payment of amounts specified in the determination of the Governor under section 42(2). 19. Accounting for losses (1) If the Fund incurs any loss because of any fraud, dishonesty, negligence or wilful failure to comply with this Act by the Administrator, the Administrator is liable for the loss. (2) The Administrator is not liable for any loss incurred by the Fund that is not a loss covered by subsection (1) but he or she must provide details of the loss in a written report to the Minister as soon as practicable after becoming aware of it. (3) A failure to comply with subsection (2) does not make the Administrator liable for the loss. (4) Only the Minister may bring a proceeding in relation to a liability for a loss covered by subsection (1). Division 3 — Assumptions 20. Assumptions entitled to be made (1) A person is entitled to make the assumptions in section 21 in relation to — (a) dealings with the Authority; or (b) dealings with a person who has, or purports to have, directly or indirectly acquired title to property from the Authority. (2) If a person is entitled to assume a matter, the Authority or anyone referred to in subsection (1)(b) is not entitled to assert in proceedings in relation to the dealings that the matter is incorrect. (3) This section does not entitle a person to make an assumption, and does not prevent an assertion being made in relation to an assumption, if — (a) the person has actual knowledge that the assumption is not correct; or (b) the person's connection or relationship with the Authority is such that the person ought to know that the assumption is not correct. 21. Assumptions (1) A person may assume that, at all relevant times, this Act has been complied with. (2) A person may assume that anyone who appears, from information made publicly available by the Authority, to be an employee, agent or delegate of the Authority has been properly appointed. (3) A person may assume that anyone who is, or may be assumed to be, an employee or agent of the Authority who has authority to issue a document, or a certified copy of a document, on behalf of the Authority also has authority to warrant that it is genuine or is a true copy. (4) A person may assume that the Administrator and any employee, agent or delegate of the Authority properly performs their duties to the Authority. Part 3 — WA Bell Companies Division 1A — WA Bell Companies continuing existence [Heading inserted: No. 6 of 2016 s. 5.] 21A. WA Bell Companies continuing existence (1) If, immediately before the transfer day, a WA Bell Company was registered under the Corporations Act then, on and from the transfer day, the existence and legal personality of the company continues under this Act, and it continues as a body corporate. (2) If the registration of a WA Bell Company is reinstated on or after the transfer day then, on and from immediately after the reinstatement, the existence and legal personality of the company continues under this Act, and it continues as a body corporate. (3) Subsections (1) and (2) do not have the effect of creating new legal entities. (4) For the purposes of subsection (1), a person who held a share in the company immediately before the transfer day continues to hold that share. (5) For the purposes of subsection (2), a person who held a share in the company immediately before its deregistration as a company continues to hold that share. (6) The effect of this section is subject to the rest of this Act and the regulations. [Section 21A inserted: No. 6 of 2016 s. 5.] Division 1 — Transfer of property 22. Transfer of property (1) At the beginning of the transfer day the following are transferred to, and vested in, the Authority by force of this section — (a) all property vested in a WA Bell Company, including property held by it on trust for any person; (b) all property held by any person (including a liquidator of a WA Bell Company) on behalf of or on trust for a WA Bell Company; (c) all property held (in any capacity) by a person who is a liquidator of a WA Bell Company on trust for any person, other than property held in a capacity that does not relate to the liquidation of a WA Bell Company. (2) Property received by a WA Bell Company or another person, on or after the transfer day, that would have been transferred to, and vested in, the Authority by subsection (1) were it vested or held by the company or person as described in subsection (1) before the transfer day, is transferred to, and vested in, the Authority by force of this section, at the time at which it is received. (3) In relation to a reinstated WA Bell Company, property revested in the company as a consequence of its reinstatement is taken to have been received by the company for the purposes of subsection (2). (4) Subsection (1) or (2), whichever is relevant, does not apply to a share in a company that was a subsidiary of TBGL — (a) immediately before the transfer day; or (b) if the company was deregistered before the transfer day — immediately before the time at which the company was deregistered. (5) A share to wh