Sentech Act

1. In this Act. unless the context otherwise indicates- (i) "broadcasting licensee .. means a broadcasting licensee as defined in section 5 • , ~ ~; 1(1) :of th~ ln4ependent Broadcastin'g Authority Act; (vii).·,_ .,. (ii) "bro~dcasting sig!lal d~tribution': means ~ro~dcasting ~ignal distribution as defined in section 1(1) of the Independent Broadcasting Authority Act; (viii) (iii) "common carrier" means the holder of a broadcasting signal distribution · ~; · ; ·.; licence contemplated in section 33(1){a)(i) of the Independent Broadcasting 10 Authority Act; (i) · (i v) , . . "CompaniesAct .. means the Companies Act. 197 3 (Act No. 61 of 1973 ); (iii) -· (v). ''Compiui.y .. means the public company, Sentech Limited; contemplated in section 4; (ii) · . (vi) "Independent Broadcasting Authority Act .. means the Independent Broad- 15 casting Authority Act. 1993 (Act No. 153 of 1993); (ix) (iv> . · · \ · (vii) ••Minister" means the Minister charged with the administration of this Act; · , ·. · (viii) "SABC,. the South African Broadcasting Corporation mentioned in section 2 · · -. . ·. · .. · ,: . of the Broadcasting Act, 1976 (Act No. 73 of 1976); (v) 20 (ix) "Sentech (Pty.) Ltd." means Sentech (Proprietary) Limited, a private company having a share capital which is registered as such in terms of the Companies Act and which is a wholly owned subsidiary of the SABC. (vi) . Transfer l)f s~are~olding in Sentech (Pty.)_Ltd. to Sta_te __ 2. (1) The SABC shall transfer all its shares in Senteeh (Pty.) Ltd. to the State in 25 accordance with the provisions of the Companies Act. (2) No stamp duty shall be payable in respect of the transfer of shares in tenns of subsection (1). .. -- . -·· . .. Transfer of assets and liabilities regarding signal distribution • ~ l : . . • ' ~ . • . # • ' t 3. (l)(a) Before or as soon as possible after the transfer of the shares in Sen tech (Pty.) 30 Ltd. to the State in tenns of section 2(1). such assets. liabilities, rights and obligations (including any claim to copyright. trademarks and patentable inventions) of the SABC which relate to or are connected with broadcasting signal distribution as the SABC and, , , the Minister may agree upon, shall be transferred to Sentech (Pty.) Ltd. or. if it has been ·_ · already converted into a public company as contemplated in section 4, to that company. 35 (b) In the abserice of such an agreement between the SABC and the Minister, the assets, liabilities: rights and obligations to be so transferred shall be detennined by arbitration in accordance with the provisions of the Arbitration Act. 1965 (Act No. 42 of 1965). . 4 No. 17558 Act No. 63, 1996 GOVERNMENT GAZETTE, 8 NOVEMBER 1996 - SENTECH ACf, 1996 (2) In order to effect the transfer of any land or real right contemplated in subsection (I), the Registrar of Deeds who exercises jurisdiction over the area in which the land involved is situated, shall effect the entries, notes and endorsements that he or she considers necessary in or on any relevant register, title deed or other document in his or her office or submitted to him or her .. - .. . . . . _ (3). The. Minister may- on behalf of the State apply for the registration of any, registerable right relating to intellectual pr9perty, including the registration as patents of . . patentable inventions, transferred in terms of subsection (I). (4) In order to give effect to the transfer of any trade mark referred to in subsection (1), the Registrar of Trade Marks shall make the entries, notes and endorsements that he or I 0 she considers necessary in or on any relevant register, certificate or other document in his or her office or submitted to him or her. ... - , - _ . __ 5 (5) The Registrar of Deeds concerned or the Registrar of Trade Marks may request the Minister to produce or submit to him or her the information or document that he or she considers necessary for the purpose of subsection (2) or (4), as the case may be. 15 (6) No transfer duty, stamp duty, registration fee or any other tax, levy or fee imposed by law shall be payable in respect of the transfer of any asset or right in terms of this section. Conversion of Sentech~tY:> Ltd. into public company . ' ' ' - ;' . ' 4. (I) As soon as possible after the transfer of the shares in Sentech (Pty.) Ltd. to the 20 State in terms of section 2(1), the Minister shall on behalf of the State request the Registrar of Companies in writing to convert Sen tech (Pty.) Ltd. into a public .company having a share capiial in accordance with the provisions of the Companies Act. .. (2) The request shall be accompanied by the memorandum of association and articles of association of the intended public company which-shall be-' · · 25 (a). framed in accordance with the provisions of the Companies Act, but subject to the provisions of this Act; and · · · . (b). signed by the Minister on behalf of the State. · - . . . . , . of Companies shall~ · (3) Ori receipt of the requesi and the memorandum and articles so signed the Registrar · (a) register the conversion of Sentech (Pty.) Ltd, into a public company having a · · · · · Limited. share capital, as well as the memorandum ,and articles; and - ' issue an amended certificate of incorporation. , . ' ,· .. (b) (4) The name of the public company referred to in subsection (3)(a) shall be Sentech " (5) No additional_ fee n!ferred to in 'section 63(2) -of the Companies Act shall be payable in- respect of the' registration of the memorandum and articles referred to in subsection(3)(a). '• ' _· ··.'. : . . '' ·. . ''. w'• .: _ , -. ' · . " -. · · . . · · · . - - •• • ' 30 35 '(6) The Registrar of Companies shall issue such directives and autliorise such deviations from the regulations in force' in . terms of the Companies Act and the 40 documents prescribed in terms thereof as he or she may consider necessary in order to give effect to this section. ·· (7) The rights which, in terms of section 29(1)_of the Companies Act, are not affected by the conversion. of Sentech (Ply). Ltd. into a public company, shall, without limiting' the generality of that section, include the broadcasting signal distribution licence 45 granted to Sentech (Pty.) Ltd. in terms of section 33(l)(a)(i) of the Independent Broadcasting Authority Act. · ' ·· . · - · . · · · · · ·· ' - (8) Sections 66; 190 and 344( d) of the Companies Act shall not apply to the public company referred to in subsection (3)(a). _ Main object and business of ·company ' ' ; ·, s.' The main object and ihe main business of the C~mpany' shall be to provide, a~ a coinmon carrier, broadcasting signal distribution for broadcasting licensees in accord- ance with the provisions of the Independent Broadcasting Authority Act ' · · · . . ' ' . ' . . . . . 50 . ' Sharebolding of Company 6 •. (1) Notwithstanding section 32 of the Companies Act, the State shall be the'only 55 member and shareholder of the Company._' · · · 6 No. 17558 Act No. 63, 1996 GOVERNMENT GAZETIE, 8 NOVEMBER 1996 SENTECH ACf, 1996 the Minister with the concurrence of the Minister of Finance; (2) The total value and number of the shares of the Company shall be determined by . . (3) The powers and· duties of the State as member and shareholder of the Company · . · . :· . . shall, subject tosubsection (4),be exercised by the Minister. . . ( 4) The rights attached to the shares of the State in the Company shall be exercised by 5 - -- ', . . · · . . . the Minister with the concurrence of the Minister of Finance. . '' . . . ' . {5) Any dividends recei.ved by the State m respect of its shares in the Company shall lie paid into the Nat\onal Revenue Fund. · · . ' · · · .. : ·-··-· · · (6). No irnountrefe17ed to in section 75(3) of the Companies Act or s~p duty· shall . . ·· . · . · · . · .. · . - . . · · . . . . -· -. . . . . - ' b~ pay_able in respeci,of the increase of the share :capital o~· the Ium1ber of shares of the C~mpany: . ,. , . "· "," ... _ , . · · . . ' to Control of_Company : .·::· _;):: . : . 7. (!)The articles of association of th~ Co;npany' shall pr~vide that..'..;.· .. ·.· ·. : · (a) the 'directors>other than the managing director, shall fulfil a non-executive '; . function; · ·' · · · 15 (b) the affairs 1 of the Company- shalt' be managed. by a inaiiagenient'l)oard appoinied in terms 'of the articles of association; and ,. ' '' . (c) one of the directors shall be appointed as managing director as well as , , chairperson of the management board. . , ... . .. , .. ·.· . . . :. _ . .. (2) The Company shall borrow money'only with the approval of the Minister granted 20 with the concurrence of the Minister of Finance. . , .. , , • . ,, .• . . : : .. , • ..- ' ' < ' . i . .t : • . ' ' :: Financial year and annual financial statements of Company· ... · :: r ' 1·. · 8. (I) Notwithstanding section 285 of the Companies Act, the financial year of the• : .. · • , r; •• •• . ·:.. .: - ••· 1. c ·; -~. . , Company shall be the year ending on 30 September.: ...- · . (2) In addition to the annual financial statements. to be drawn up in terms of the 25 Companies.Act, the Minister may direct. th~ Company to draw up annual. financial · statements in a form determined by him or her.,., .-. ' l ! ,. ~ : '" · · .·- .. ' . ; . • , .. ·_, · ' · • :. · • \ ·' ·' _, Expropriation powers of Company ·. ' :·. ~~-·'I .[; • .-; l · , , . , ; : .,, · 9. (I) The Company may, with the written approval of the Minister and subject to this section, expropriate any land or real right in or over land for the purpose of providing, 30 as a common carrier, broadcasting signal distribution for. broadcasting licensees in accordance with the provisions of the Independent BroadcaSting Authority Act.• . ; (2) If the Company intends to expropriate any land or real right in terms of subsection (I), the management board referred to in section 7(1)(b) shall submit to the Minister a report explaining the intended expropriation. · . - . ·- ;- ·. • · :, . · 35 (3) The Minister shall grant approval for the expropriation of any land or real right in terms of subsection (I) only if he or she is satisfied after considering the report referred to in subsection (2), that the Company- .. : , .. :• (a) requires the land or real right for the purpose mentioned in subsection(!); and. . , · (b) is unable to purchase the land or real right on reasonable terms: . 40 ·.(4)Sections I, 7.to 15 and 18 to22ofthe Expropriation Act, 1975 (Act No. 63 of 1975), shall. apply, with the necessary modifications, in respect of the expropriation of any land orreal right in terms of subsection (1), and any reference in any of those sections--' (a) (b) (c) to "Minister" and "State" shall be construed as a reference to the Company; 45 to "section 2", shall be construed as a reference to this section; and to "this Act" shall be-construed as a reference to this Act, , ,·. , , ~ unless the context otherwise indicates. Short title and commencement -10. This Act shall be called the Sentech Act; 1996, and shall come into operation on 50 a date deteirnined by the President by proclamation in the Gazette, · .. · · : . , ': ;· :: J . '