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NO. 63 OF 1996: SENTECH ACT, 1996.
PRESIDENT'S OFFICE
No. 1809. 8 November 1996
NO. 63 OF 1996: SENTECH ACT, 1996.
It is hereby notified that the President has assented to
the following Act which is hereby published for general
information:-
ACT
To provide for the transfer of all the shares of
the South African Broadcasting Corporation in Sentech
(Pty.) Ltd. to the State; for the conversion of Sentech
(Pty.) Ltd. from a private to a public company, Sentech
Ltd.; for the control of Sentech Ltd.; and for matters
connected therewith.
(Afrikaans text signed by the President.)
(Assented to 30 October 1996.)
BE IT ENACTED by the Parliament of the Republic of South
Africa, as follows:-
Definitions
1. In this Act, unless the context otherwise indicates-
(i) "broadcasting licensee" means a
broadcasting licensee as defined in section 1(1) of the
Independent
Broadcasting Authority Act; (vii)
(ii) "broadcasting signal distribution" means
broadcasting signal 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
Authority Act; (i)
(iv) "Companies Act" means the Companies Act,
1973 (Act No. 61 of 1973); (iii)
(v) "Company" means the public company,
Sentech Limited, contemplated in section 4; (ii)
(vi) "Independent Broadcasting Authority Act"
means the Independent Broadcasting Authority Act, 1993 (Act
No. 153 of 1993); (ix)
(vii) "Minister" means the Minister charged
with the administration of this Act; (iv)
(viii) "SABC" the South African Broadcasting
Corporation mentioned in section of the Broadcasting Act,
1976 (Act No. 73 of 1976); (v)
(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 of shareholding in Sentech (Pty.) Ltd. to State
2. (1) The SABC shall transfer all its shares in Sentech
(Pty.) Ltd. to the State in accordance with the provisions
of the Companies Act.
(2) No stamp duty shall be payable in respect of the
transfer of shares in terms of subsection (1).
Transfer of assets and liabilities regarding signal
distribution
3. (1)(a) Before or as soon as possible after the
transfer of the shares in Sentech (Pty.) Ltd. to the State
in
terms 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.
(b) In the absence of such an agreement between the SABC
and the Minister, the assets, liabilities, rights and
obligations to be so transferred shall be determined by
arbitration in accordance with the provisions of the
Arbitration Act, 1965 (Act No. 42 of 1965).
(2) In order to effect the transfer of any land or real
right contemplated in subsection (1), 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
property, including the registration as
patents of patentable inventions, transferred in terms of
subsection
(1).
(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 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) 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.
(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 (Pty.) Ltd. into public company
4. (1) As soon as possible after the transfer of the
shares in Sentech (Pty.) Ltd. to the State in terms of
section
2(1), the Minister shall on behalf of the State
request the Registrar of Companies in writing to convert
Sentech
(Pty.) Ltd. into a public company having a share
capital 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-
(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.
(3) On receipt of the request and the memorandum and
articles so signed the Registrar of Companies shall-
(a) register the conversion of Sentech (Pty.) Ltd. into
a public company having a share capital, as well as the
memorandum and articles; and
(b) issue an amended certificate of incorporation.
(4) The name of the public company referred to in
subsection (3)(a) shall be Sentech Limited.
(5) No additional fee referred 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).
(6) The Registrar of Companies shall issue such
directives and authorise such deviations from the
regulations
in force in terms of the Companies Act and the
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
(Pty). Ltd. into a public company, shall, without
limiting the generality of that section, include the
broadcasting
signal distribution licence granted to Sentech
(Pty.) Ltd. in terms of section 33(1)(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
5. The main object and the main business of the Company
shall be to provide, as a common carrier, broadcasting
signal distribution for broadcasting licensees in
accordance with the provisions of the Independent
Broadcasting
Authority Act.
Shareholding of Company
6. (1) Notwithstanding section 32 of the Companies Act,
the State shall be the only member and shareholder of the
Company.
(2) The total value and number of the shares of the
Company shall be determined by the Minister with the
concurrence
of the Minister of Finance.
(3) The powers and duties of the State as member and
shareholder of the Company shall, subject to subsection
(4),
be exercised by the Minister.
(4) The rights attached to the shares of the State in
the Company shall be exercised by the Minister with the
concurrence of the Minister of Finance.
(5) Any dividends received by the State in respect of
its shares in the Company shall be paid into the National
Revenue Fund.
(6) No amount referred to in section 75(3) of the
Companies Act or stamp duty shall be payable in respect of
the
increase of the share capital or the number of shares
of the Company.
Control of Company
7. (1) The articles of association of the Company shall
provide that-
(a) the directors, other than the managing director.
shall fulfil a non-executive function;
(b) the affairs of the Company shall be managed by a
management board appointed 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 with the concurrence of
the
Minister of Finance.
Financial year and annual financial statements of
Company
8. (1) Notwithstanding section 285 of the Companies Act,
the financial year of the 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 Companies Act, the Minister may
direct the Company to draw up annual financial statements
in a form determined by him or her.
Expropriation powers of Company
9. (1) 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,
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 (1), the management board
referred to in section 7(1)(b) shall submit to the Minister
a report explaining the intended expropriation.$
(3) The Minister shall grant approval for the
expropriation of any land or real right in terms of
subsection (1)
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 (1); and
(b) is unable to purchase the land or real right on
reasonable terms.
(4) Sections 1, 7 to 15 and 18 to 22 of the
Expropriation Act, 1975 (Act No. 63 of 1975), shall apply,
with the
necessary modifications, in respect of the
expropriation of any land or real right in terms of
subsection (1),
and any reference in any of those sections-
(a) to "Minister" and "State" shall
be construed as a reference to the Company;
(b) to "section 2", shall be construed as a
reference to this section; and
(c) 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 a date determined by the
President by proclamation in the Gazette.
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