AN ACT TO PROVIDE FOR THE PROMOTION BY THE MINISTER FOR INDUSTRY AND COMMERCE OF A LIMITED COMPANY TO INVEST IN AND TO SECURE THE ESTABLISHMENT AND DEVELOPMENT OF INDUSTRIAL AND COMMERCIAL ENTERPRISES AND TO PROVIDE FOR OTHER CONNECTED MATTERS.

[20th March, 1986]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:

PART I PRELIMINARY AND GENERAL

Short title.

1.—This Act may be cited as the National Development Corporation Act, 1986 .

Interpretation.

2.—(1) In this Act, except where the context otherwise requires—

"the Agency" means the National Enterprise Agency Limited;

"the Companies Acts" means the Companies Act, 1963 , and the enactments extending or amending that Act;

"the Corporation" means the National Development Corporation Limited;

"enterprise" means an industrial undertaking including an undertaking ancillary to industry or a commercial undertaking (other than an undertaking whose functions relate wholly or mainly to the provision of banking, insurance, legal, management consultancy, advertising, public relations or financial services);

"functions" includes powers and duties;

"holding company" has the meaning assigned to it by section 155 of the Companies Act, 1963 ;

"marketing" includes the selling and promotion of any goods or services;

"the Minister" means the Minister for Industry and Commerce;

"securities" means shares in the share capital of any body corporate, or stock of any body corporate or debentures, debenture stock or bonds of any body corporate, whether constituting a charge on the assets of the body or not, or rights or interests (described whether as units or otherwise) in any such shares, stock, debentures, debenture stock or bonds;

"State-sponsored body" has the meaning assigned to it by section 3;

"State-sponsored commercial enterprise" has the meaning assigned to it by section 3;

"subsidiary" has the meaning assigned to it by section 155 of the Companies Act, 1963 ;

"vesting day" means the day appointed by section 7 to be the vesting day for the purposes of this Act.

(2) A reference in this Act to a section is to a section of this Act, unless it is indicated that a reference to some other enactment is intended.

(3) A reference in this Act to a subsection is a reference to the subsection in which the reference occurs unless it is indicated that a reference to some other provision is intended.

(4) A reference in this Act to any enactment shall be construed as a reference to that enactment as amended or adapted by or under any subsequent enactment.

State-sponsored bodies and State-sponsored commercial enterprises.

3.—(1) Every body specified in the First Schedule to this Act shall be a State-sponsored body for the purposes of this Act.

(2) Every body specified in the Second Schedule to this Act shall be a State-sponsored commercial enterprise for the purposes of this Act.

(3) The Minister may by order amend the First or Second Schedule to this Act by adding the name of any body to either Schedule or deleting the name of any body therefrom.

Orders.

4.—(1) Every order made under section 3 shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution is passed by either House within the next twenty-one days upon which that House has sat after such order has been laid before it annulling the order, the order shall be annulled accordingly but without prejudice to the validity of anything previously done thereunder.

(2) Whenever an order is proposed to be made under section 15, a draft of the order shall he laid before each House of the Oireachtas and the order shall not be made until a resolution approving of the draft has been passed by each such House.

Expenses.

5.—The expenses incurred by the Minister in the administration of this Act shall, to such extent as may be sanctioned by the Minister for Finance, be paid out of moneys provided by the Oireachtas.

PART II ESTABLISHMENT OF NATIONAL DEVELOPMENT CORPORATION LIMITED

Formation and registration of Corporation.

6.—As soon as may be after the passing of this Act, the Minister shall take all such steps as appear to him to be necessary or desirable to procure that a limited company (in this Act referred to as "the Corporation") conforming to the conditions laid down in this Act shall be formed and registered under the Companies Acts.

Vesting day.

7.—The Minister shall by order appoint a day to be the vesting day for the Corporation as soon as practicable after the Corporation has been registered.

Name and capital of Corporation.

8.—(1) The name of the Corporation established under section 6 shall be An Chorparáid Forbartha Náisiúnta Teoranta, or in the English language, the National Development Corporation Limited.

(2) The share capital of the Corporation shall be £300,000,000 divided into shares of £1 each and the Corporation shall have the power, with the consent of the Minister given with the consent of the Minister for Finance, to divide the shares in the capital of the Corporation into several classes and to attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions.

(3) The Minister for Finance may, with the consent of the Minister, take up by subscription shares in the Corporation, having regard to the amount of capital investment proposed by the Corporation and the amount of capital available to the Corporation derived from its own funds.

(4) The Minister for Finance may, from time to time as the occasion requires for the purposes. of compliance with such provisions of the Companies Acts as require that there shall always be two members of a company, transfer to any person one of his shares in the Corporation.

(5) One share in the share capital of the Corporation shall be allotted to each of the subscribers to the memorandum of association of the Corporation.

(6) The cost of such shares shall be advanced to the subscribers out of the Central Fund or the growing produce thereof.

(7) The shares referred to in subsection (5) shall be held by the subscribers to the memorandum of association in trust for the Minister for Finance and all dividends and other payments shall be paid to the said Minister for the benefit of the Exchequer and such shares may be transferred to a person nominated by him.

Form of memorandum of association.

9.—The memorandum of association of the Corporation shall be in such form consistent with this Act as may be approved of by the Minister with the consent of the Minister for Finance and, where appropriate, the consent of the Minister for the Public Service.

Principal objects of Corporation.

10.—(1) The principal objects of the Corporation shall be stated in its memorandum of association to be

( a ) to establish either alone or in co-operation with a State-sponsored commercial enterprise, any enterprise which, in the opinion of the Corporation, is capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

( b ) to invest, in consultation, where appropriate, with State-sponsored bodies, in any enterprise (including any enterprise which is wholly or partly owned by a State-sponsored commercial enterprise) which, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

( c ) to manage, assist (financially or otherwise), including by participating in joint ventures, in the establishment, promotion and development of any enterprise (including any enterprise which is wholly or partly owned by a State-sponsored commercial enterprise) which, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

( d ) to invest in any enterprise which is being established or has been established to cater for tourists and which, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

( e ) to assist (financially or otherwise), manage or act as a holding company for any State-sponsored commercial enterprise established after the passing of this Act which, in the opinion of the Corporation, is capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

( f ) to assist (financially or otherwise), manage or act as a holding company for any enterprise established by a State-sponsored commercial body which, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

( g ) to invest in any enterprise involved in the exploitation, development, production or marketing of natural resources, including agricultural, fishery and forestry resources where such an enterprise, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

( h ) to invest in any enterprise whose functions include developing or entering into long-term supply contracts between producers and processors where such an enterprise, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

( i ) to assist (financially or otherwise) any enterprise engaged in the establishment, promotion, development or provision of marketing and related services to particular sectors of industry where such an enterprise, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

( j ) to establish, promote, assist (financially or otherwise) any enterprise engaged in the exploitation of research carried out in a university or other third level educational institution, the Innovation Centre, the National Microelectronics Application Centre, the Inventions Service of the Institute for Industrial Research and Standards or similar bodies in the State where such an enterprise, in the opinion of the Corporation, is profitable and efficient or capable of becoming profitable and efficient and has reasonable prospects for profitability, development, expansion, growth or providing viable employment;

( k ) to encourage investment (other than by financial inducement) in any enterprise in which the Corporation has assisted (financially or otherwise) and to encourage investment (other than by financial inducement) in any enterprise of which the Corporation is a holding company;

( l ) to establish and maintain (as soon as practicable after the vesting day) an investment fund which shall be known as "the Revolving Investment Fund for Employment", into which there shall be paid any moneys realised by the Corporation on investments, dividends paid to the Corporation and, subject to any directives issued by the Minister under section 31 (2), any profits accruing to the Corporation and which shall be used for the purposes for which the Corporation is established.

(2) In carrying out its objects the Corporation shall have regard to its general duties under section 13.

(3) The Corporation shall have power in particular—

( a ) to sell, realise or otherwise dispose of its investments;

( b ) to acquire, hold and dispose of securities;

( c ) to acquire and dispose of land and other property;

( d ) to establish, promote, assist (financially or otherwise) or manage any profitable enterprise or any enterprise likely to become profitable;

( e ) to form or to participate in partnerships;

( f ) to form, assist in the formation of or participate in co-operatives;

( g ) to apply for, to purchase or otherwise acquire, to sell or otherwise dispose of, patents, trade marks, licences or other industrial or intellectual property rights;

( h ) to employ and remunerate employees, consultants, or other advisers;

( i ) to borrow temporarily (subject to section 20);

( j ) to accept a gift of money, securities, land and other property upon such trusts and conditions (if any) as may be specified by the donor;

( k ) to make a loan to any enterprise provided that such a loan is not inconsistent with the provisions of section 15.

(4) Nothing in this section shall prevent or restrict the inclusion among the objects of the Corporation as stated in the memorandum of association of all such objects and powers as are reasonably necessary or proper for or incidental or ancillary to the due attainment of the principal objects aforesaid and are not inconsistent with this Act.

(5) The Corporation shall have power to do anything which appears to be requisite to or which appears to it to facilitate the performance by it of any of its objects as specified in this Act or in its memorandum of association and is not inconsistent with any enactment for the time being in force.

(6) Nothing in this Act shall be construed as enabling the Corporation to give grants to any enterprise.

Form of articles of association.

11.—(1) The articles of association of the Corporation shall be in such form consistent with this Act as may be approved of by the Minister with the consent of the Minister for Finance and, where appropriate, the consent of the Minister for the Public Service.

(2) The articles of association of the Corporation shall provide that—

( a ) the number of directors (including the chairman) shall not be more than nine;

( b ) the chairman and the other directors (other than the managing director) shall be appointed and may be removed from office by the Minister;

( c ) each director (other than the managing director but including the chairman) shall be appointed for a period not exceeding five years which appointment may be renewed by the Minister;

( d ) the remuneration of the chairman and the directors (other than the managing director) shall be determined by the Minister with the consent of the Minister for the Public Service;

( e ) the directors shall, with the consent of the Minister, appoint a managing director on such terms and conditions as shall be approved of by the Minister after consultation with the Minister for the Public Service;

( f ) no person shall be appointed auditor of the Corporation without the approval of the Minister given with the consent of the Minister for Finance.

Restriction on alteration of memorandum and articles of association.

12.—Notwithstanding anything contained in the Companies Acts, no alteration in the memorandum or articles of association of the Corporation shall be valid or effectual unless made with the previous approval of the Minister, given with the consent of the Minister for Finance and, where appropriate, the consent of the Minister for the Public Service.

General duty of Corporation.

13.—It shall be the general duty of the Corporation

( a ) to assist in the creation of the maximum amount of viable employment in the State, and

( b ) to carry out its objects, which shall include the realisation of investments made by it as soon as is financially and commercially prudent, in such a manner as to enable the Corporation to earn a reasonable return on any investment made by it and ensure that funds are available to the Revolving Investment Fund for Employment.

Information to Minister.

14.—(1) The Corporation shall inform the Minister in writing of each investment made by it, the time limit fixed by it for its involvement in that investment and any subsequent decision to extend any such time limit.

(2) Any time limit fixed by the Corporation in respect of its involvement in a particular investment made under this Act shall have regard to the particular circumstances of the investment.

(3) The Corporation shall, when requested to do so by the Minister, provide information to the Minister about the investments held by the Corporation.

Maximum amount of investments.

15.—(1) Subject to subsection (2) and subsection (3), the Corporation shall not, without the prior permission of the Minister, invest in an enterprise an amount or amounts exceeding in the aggregate £1,000,000.

(2) Subject to subsection (3), the Corporation shall not, without the consent of the Government, invest in an enterprise an amount or amounts exceeding in the aggregate £2,500,000.

( 3 ) ( a ) The Corporation may, subject to subsection (1) and subsection (2), in addition to any equity investment made by it in an enterprise, make a loan to that enterprise; provided that

(i) the amount of the loan does not exceed 30 per cent. of the initial investment by the Corporation in that enterprise, and

(ii) the said loan is given as part of the initial investment by the Corporation in that enterprise.

( b ) The Corporation shall be empowered under this section to make no more than one loan to each enterprise in which it invests.

(4) The Minister may from time to time vary by order—

( a ) the amount specified in subsection (1), and

( b ) the amount specified in subsection (2).

(5) The rate of interest on every loan made under this section shall be such rate as the Minister, with the consent of the Minister for Finance, shall direct, either generally or in any particular case.

Power of Minister for Finance as shareholder.

16.—The Minister for Finance may, in respect of the shares of the Corporation for the time being held by him, exercise all or any of the rights and powers from time to time exercisable by the holder of such shares, and where such rights or powers are exercisable by attorney, the said Minister may, if he so thinks proper, exercise such rights or powers by his attorney

Payment of dividends, etc. into Exchequer.

17.—All dividends or other moneys received by the Minister for Finance in respect of the shares of the Corporation shall be paid into or disposed of for the benefit of the Exchequer in such manner as he may direct.

Provision of moneys for share subscription.

18.—All moneys required by the Minister for Finance to meet payments required to be made by him in respect of the shares taken up by him in the Corporation shall be advanced out of the Central Fund or the growing produce thereof.

Restriction on issue of shares.

19.—An issue of shares of the Corporation shall not be made unless the Minister for Finance, after consultation with the Minister, has authorised the issue.

Temporary borrowings by Corporation.

20.—The Corporation may, with the consent of the Minister given with the approval of the Minister for Finance, borrow temporarily either by arrangements with bankers or otherwise such sums (not exceeding in the aggregate £500,000) as it may require for the purpose of providing for current expenditure.

Grants to Corporation, etc.

21.—(1) At any time during the period of five years commencing on the vesting day, the Minister may, subject to such conditions as he thinks proper and specifies to the Corporation, pay to the Corporation in each financial year out of moneys provided by the Oireachtas a grant or grants, in respect of the administrative expenses of the Corporation, of such amount or amounts as the Minister may fix with the consent of the Minister for Finance, subject to a limit of £2,000,000 in any such year.

(2) The Corporation shall, in relation to each financial year, or such longer period as the Minister may specify, prepare and send to the Minister (not later than a date specified by the Minister) an estimate of its total expenditure and receipts, and every such estimate shall be in such form and accompanied by such additional information relating to that estimate as the Minister may require.

PART III PROVISIONS RELATING TO DIRECTORS AND STAFF

Membership of either House of the Oireachtas or Assembly of European Communities.

22.—(1) Where a director of the Corporation is—

( a ) nominated as a member of Seanad Éireann, or

( b ) elected as a member of either House of the Oireachtas or of the Assembly of the European Communities, or

( c ) regarded pursuant to section 15 (inserted by the European Assembly Elections Act, 1984 ) of the European Assembly Elections Act, 1977 , as having been elected to such Assembly to fill a vacancy,

he shall thereupon cease to be a director of the Corporation.

(2) Where a person employed by the Corporation is—

( a ) nominated as a member of Seanad Éireann, or

( b ) elected as a member of either House of the Oireachtas or of the Assembly of the European Communities, or

he shall thereupon stand seconded from employment by the Corporation and shall not be paid by, or be entitled to receive from, the Corporation any remuneration or allowances in respect of the period commencing on such nomination or election or when he is so regarded as having been elected, as the case may be, and ending when he ceases to be a member of either such House or such Assembly.

(3) A person who is for the time being entitled under the Standing Orders of either House of the Oireachtas to sit therein or who is a member of the Assembly of the European Communities shall, while he is so entitled or is such a member, be disqualified from becoming a director of the Corporation or from employment in any capacity by the Corporation.

(4) Without prejudice to the generality of subsection (2), that subsection shall be construed as prohibiting the reckoning of a period therein mentioned as service with the Corporation for the purpose of any pensions, gratuities or other allowances payable on retirement or death.

Disqualification of certain persons from becoming directors.

23.—A person who—

( a ) has been adjudged bankrupt,

( b ) has been convicted of any indictable offence involving fraud or dishonesty, whether in connection with a company or not, or

( c ) is subject to an order under section 184 of the Companies Act, 1963 ,

shall be disqualified from becoming or from being a director of the Corporation.

Superannuation of officers and servants.

24.—(1) As soon as conveniently may be after the vesting day, the Corporation shall prepare and submit to the Minister for his approval a contributory scheme or schemes for the granting of pensions, gratuities and other allowances on retirement or death to or in respect of such officers or servants of the Corporation as it may think fit.

(2) The Corporation may, at any time, prepare and submit to the Minister a scheme amending or revoking a scheme under this section.

(3) Where a scheme is submitted to the Minister pursuant to this section, the Minister may, with the concurrence of the Minister for the Public Service, approve the scheme.

(4) A scheme submitted to the Minister under this section shall, if approved of by the Minister with the concurrence of the Minister for the Public Service, be carried out by the Corporation in accordance with its terms.

(5) A scheme submitted and approved of under this section shall fix the time and conditions of retirement for all persons to or in respect of whom pensions, gratuities, or allowances on retirement or death are payable under the scheme, and different times and conditions may be fixed in respect of different classes of persons.

(6) If any dispute arises as to the claim of any person to, or the amount of, any pension, gratuity or allowance payable pursuant to a scheme under this section, such dispute shall be submitted to the Minister who shall refer it to the Minister for the Public Service, whose decision shall be final.

(7) No pension, gratuity or other allowance shall be granted by the Corporation on the resignation, retirement or death of an officer or servant of the Corporation otherwise than in accordance with a scheme under this section.

(8) Every scheme submitted and approved of under this section shall be laid before each House of the Oireachtas as soon as may be after it is approved of and if either House, within the next twenty-one days on which that House has sat after the scheme is laid before it, passes a resolution annulling the scheme, the scheme shall be annulled accordingly but without prejudice to the validity of anything previously done thereunder.

Disclosure of interest in proposed investments, contracts, etc.

25.—(1) A director of the Corporation who is either directly or indirectly interested in any industry or enterprise in which the Corporation proposes to invest or otherwise assist, any company or concern with which the Corporation proposes to make a contract, or any contract which the Corporation proposes to make—

( a ) shall disclose to the Board of the Corporation the nature of such interest at the meeting of the Board of the Corporation at which the question of such investment or assistance or such contract is first considered or, if he has no such interest at that time, as soon as may he after he has acquired such interest,

( b ) shall take no part in any deliberations of the Board relating to such investment, assistance or contract save to such extent as the chairman of the meeting, at which such deliberations take place, may permit, and

( c ) shall not vote on a decision relating to such investment, assistance or contract.

(2) A disclosure under this section shall be recorded in the minutes of the Corporation.

(3) Where the Minister is satisfied that a director of the Corporation has failed to comply with the requirements of subsection (1), he may, if he thinks fit, remove that director from the Board of the Corporation and, in case a person is removed pursuant to this subsection, he shall thenceforth be disqualified from being a director of the Corporation.

Disclosure of information.

26.—(1) A person shall not, without the consent of the Board of the Corporation, save as otherwise provided by law, disclose any information obtained by him while performing duties as chairman, managing director, director of the Corporation or employee of, or a consultant or adviser to, the Corporation.

(2) A person who contravenes subsection (1) shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £800.

Staff of Corporation.

27.—(1) The directors of the Corporation shall appoint such and so many persons to be officers and servants of the Corporation as the Corporation from time to time thinks proper.

(2) An officer or servant of the Corporation shall hold his office or employment on such terms and conditions as the Corporation from time to time determines.

(3) There shall be paid by the Corporation to its officers and servants such remuneration and allowances for expenses as the Corporation thinks fit, subject to, in the case of its managing director (whether that officer is described as the managing director or otherwise), the approval of the Minister given with the consent of the Minister for the Public Service.

(4) In determining the remuneration or allowances for expenses to be paid to its officers or servants or the terms or conditions subject to which such officers or servants hold or are to hold their employment, the Corporation shall have regard either to Government or nationally agreed guidelines which are for the time being extant, or to Government policy concerning remuneration and conditions of employment which is so extant, and, in addition to the foregoing, the Corporation shall comply with any directives with regard to such remuneration, allowances, terms or conditions which the Minister may give from time to time to the Corporation with the consent of the Minister for the Public Service.

PART IV MISCELLANEOUS

Subsidiaries and investment in enterprises other than subsidiaries.

28.—(1) The Corporation may, with the consent of the Minister, given with the consent of the Minister for Finance, establish wholly or partly owned subsidiaries to assist in the achievement of its objects on such terms and conditions as it thinks fit.

(2) The Corporation shall not invest in an enterprise (other than an enterprise under subsection (1) or an enterprise referred to in section 10 (1) (e) and (f)) if, as a result of such investment the Corporation were—

( a ) to control the composition of the board of directors of that enterprise,

( b ) to hold more than half in nominal value of the share capital of that enterprise,

( c ) to hold more than half in nominal value of its shares carrying voting rights (other than voting rights which arise only in specified circumstances).

(3) Notwithstanding the provisions of the Companies Acts, the memorandum and articles of association of any company established under subsection (1) shall be in such form as may be approved of by the Minister with the consent of the Minister for Finance.

(4) The provisions of sections 12, 19, 22, 23, 24, 25, 26, 27, 29 (1), 30, 31 and 33 shall apply to each subsidiary established under subsection (1) as they apply to the Corporation.

Accounts and audit.

29.—(1) The Corporation shall keep in such form as may be approved of by the Minister, with the consent of the Minister for Finance, all proper and usual accounts of all moneys received by or expended by it, including a profit and loss account and a balance sheet, and, in particular, shall keep in such form as aforesaid all such special accounts as the Minister may from time to time direct.

(2) Accounts kept in pursuance of this section shall be submitted for audit by the Corporation to an auditor appointed by the Corporation with the approval of the Minister given with the consent of the Minister for Finance, to audit the accounts which, when so audited, shall be presented by the Corporation to the Minister who shall cause copies thereof to be laid before both Houses of the Oireachtas.

Reports, etc. to Minister.

30.—(1) The Corporation shall, not later than six months after the end of its financial year, make a report to the Minister of its proceedings during that financial year and the Minister shall cause copies of the report to be laid before each House of the Oireachtas.

(2) A report made under this section shall be in such form as the Minister, with the consent of the Minister for Finance, may require.

(3) The Corporation shall supply the Minister with such information relating either to a report made under this section or to its activities (other than those relating to day-to-day administration) as he may from time to time request.

(4) A report made under this section shall set out any directives made by the Minister under section 31 and shall state the extent to which any such directive has been complied with.

General policy directives.

31.—(1) The Minister may, from time to time, give to the Corporation such general directives in writing as to policy and operations (other than day-to-day operations) in relation to all or any of the objects specified in the memorandum of association of the Corporation as he considers appropriate.

(2) The Minister may, from time to time, with the consent of the Minister for Finance, direct that the profits of the Corporation, in any year in which a directive is made under this section, be applied in such a manner as may be specified in the directive.

(3) The Corporation, in performing its functions, shall comply with any directive under this section.

(4) Nothing in this section shall be construed as enabling the Minister to exercise any power or control in relation to any particular investment with which the Corporation is or may be concerned.

(5) Where the Minister gives a directive, the Minister shall, within 21 days of the giving of the directive, cause a copy of the directive to be laid before each House of the Oireachtas.

Dissolution of Agency and transfer of its property, etc.

32.—(1) The Agency shall, on the vesting day, be dissolved by virtue of this section.

(2) All property, whether real or personal (including choses-in-action), which immediately before the vesting day was vested in or belonged to or was held in trust or subject to conditions for the Agency and all rights, powers and privileges relating to or connected with any such property, shall on the vesting day, without any conveyance or assignment but subject where necessary to transfer in the books of any bank, corporation or company, become and be vested in or the property of or held in trust or subject to conditions for (as the case may require) the Corporation.

(3) All property transferred by this section which immediately before the vesting day was standing in the books of any bank or was registered in the books of any bank, corporation or company in the name of the Agency shall, upon the request of the Corporation made at any time on or after the vesting day, be transferred in those books by the bank, corporation or company into the name of the Corporation.

(4) Every chose-in-action transferred by this section may, on or after the vesting day, be sued upon, recovered, or enforced by the Corporation in its own name and it shall not be necessary for the Corporation to give notice to the person bound by any such chose-in-action of the transfer effected by this section.

(5) Every debt and other liability (including unliquidated damages) arising from torts or breaches of contract which immediately before the vesting day is owing and unpaid or has been incurred and is undischarged by the Agency shall, on the vesting day, become and be the debt or liability of the Corporation and shall be paid or discharged by and may be recovered from and enforced against the Corporation accordingly.

(6) Every contract which was entered into and is in force immediately before the vesting day between the Agency and any person shall continue in force on and after the vesting day, but it shall be construed and have effect as if the Corporation were substituted therein for the Agency and shall be enforceable by or against the Corporation accordingly.

(7) Where, immediately before the vesting day, any legal proceedings are pending to which the Agency is a party, the name of the Corporation shall be substituted for that of the Agency and the proceedings shall not abate by reason of such substitution.

(8) Section 12 of the Finance Act, 1895, shall not apply to the vesting in the Corporation of the property or rights transferred by this section.

Limits on certain expenditure.

33.—The Corporation shall not, without the prior approval of the Minister given with the consent of the Minister for Finance, expend any moneys or incur any liability in respect of leasing or purchasing office premises, office equipment or any other property real or personal where any such expenditure or liability exceeds £250,000 in respect of any lease or any purchase.

Section 3

FIRST SCHEDULE

STATE-SPONSORED BODIES

An Bord Iascaigh Mhara

An Comhairle Oiliúna

An Foras Talúntais

Bord Fáilte Éireann

Córas Tráchtála

Fóir Teoranta

Industrial Development Authority

Institute for Industrial Research and Standards

Irish Goods Council

Kilkenny Design Workshops Limited

National Board for Science and Technology

Shannon Free Airport Development Company Limited

The Irish Film Board

The Irish Productivity Centre

The National Institute for Physical Planning and Construction Research Limited (An Foras Forbartha Teoranta)

Údarás na Gaeltachta

Youth Employment Agency

SECOND SCHEDULE

STATE-SPONSORED COMMERCIAL ENTERPRISES

Aer Lingus public limited company

Aerlínte Éireann public limited company

Aer Rianta cuideachta phoiblí theoranta

Agricultural Credit Corporation public limited company

An Post

Arramara Teoranta

Bord Gáis Éireann

Bord na Móna

Bord Telecom Éireann

British and Irish Steam Packet Company Limited

Ceimicí Teoranta

Córas Iompair Éireann

Electricity Supply Board

Industrial Credit Corporation public limited company

Irish Life Assurance public limited company

Irish National Petroleum Corporation Limited

Irish Steel Limited

National Building Agency Limited

Nitrigin Éireann Teoranta

Óstlanna Iompair Éireann Teoranta

Radio Telefís Éireann

Siúicre Éireann cuideachta phoiblí theoranta

The Irish National Stud Company Limited

The Voluntary Health Insurance Board.

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Irish Legislation

National Development Corporation Act, 1986