Gas (Amendment) and Miscellaneous Provisions Act 2024

PART 1 Preliminary and General

1. Short title, commencement, collective citation and construction

1. (1) This Act may be cited as the Gas (Amendment) and Miscellaneous Provisions Act 2024.

(2) This Act shall come into operation on such day or days as the Minister may by order or orders appoint either generally or with reference to any particular purpose or provision and different days may be so appointed for different purposes or different provisions.

(3) The Maritime Area Planning Acts 2021 to 2023 and Part 4 may be cited together as the Maritime Area Planning Acts 2021 to 2024 and shall be construed together as one.

2. Definitions

2. In this Act—

“Act of 1976” means the Gas Act 1976;

“Act of 2013” means the Gas Regulation Act 2013;

“Act of 2014” means the Companies Act 2014;

“dissolved body” shall be construed in accordance with section 6;

“enactment” has the same meaning as it has in the Interpretation Act 2005;

“Gas Networks Ireland” means the designated activity company limited by shares (registered number 555744) formed and registered under Part 16 of the Act of 2014;

“majority-shareholding Minister” has the meaning given to it by section 9;

“Minister” means Minister for the Environment, Climate and Communications;

“transfer day” means the day appointed by order under section 6 to be the transfer day for the purposes of this Act.

3. Repeals

3. (1) The following provisions of the Act of 1976 are repealed:

(a) sections 7A to 7G;

(b) subsections (4) and (5) of section 8;

(c) sections 13, 19 and 20;

(d) subsections (3), (4), (5) and (6) of section 21;

(e) the First Schedule.

(2) Section 17 of the Gas (Amendment) Act 2000 is repealed.

(3) Paragraph (c) of subsection (1) of section 21B (inserted by section 19 of the Energy (Miscellaneous Provisions) Act 2006) of the Gas (Interim) (Regulation) Act 2002 is repealed.

(4) The following provisions of the Act of 2013 are repealed:

(a) subsections (3) and (4) of section 5;

(b) section 7;

(c) subsection (5) of section 10;

(d) section 20;

(e) sections 41 and 42.

4. Saver for certain business activity

4. Notwithstanding the repeal of section 17 of the Gas (Amendment) Act 2000 by subsection (2) of section 3, Gas Networks Ireland may engage in a business activity in accordance with any approval given under the said section 17 in effect immediately before the commencement of subsection (2) of section 3 insofar as the activity relates to telecommunications.

5. 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 Public Expenditure, National Development Plan Delivery and Reform, be paid out of moneys provided by the Oireachtas.

PART 2 Dissolution of Ervia, Transfer of Functions, Assets, Liabilities, Records and Staff, etc.

6. Transfer day

6. (1) The Minister shall by order appoint a day to be the transfer day for the purposes of this Act.

(2) On and from the transfer day Ervia (in this Act referred to as the “dissolved body”) shall stand dissolved.

7. Cancellation of shareholding

7. (1) Notwithstanding any enactment or rule of law or any provision contained in the constitution (within the meaning of section 2 of the Act of 2014) of Gas Networks Ireland, on the transfer day the shares issued to the dissolved body by Gas Networks Ireland shall be cancelled.

(2) No consideration shall be payable to the dissolved body in respect of the shares cancelled under subsection (1).

8. Power to issue shares

8. (1) On the transfer day Gas Networks Ireland shall issue 100 shares in the following proportions:

(a) 5 per cent of the shares to the Minister;

(b) 5 per cent of the shares to the Minister for Public Expenditure, National Development Plan Delivery and Reform;

(c) 90 per cent of the shares to the majority-shareholding Minister.

(2) No consideration shall be payable by the Minister, the Minister for Public Expenditure, National Development Plan Delivery and Reform or the majority shareholding Minister in respect of the shares issued under subsection (1).

(3) Gas Networks Ireland may, from time to time, with the prior consent of the majority shareholding Minister, issue to the Minister, the Minister for Public Expenditure, National Development Plan Delivery and Reform and the majority shareholding Minister, in the same proportion, respectively, referred to in paragraphs (a), (b) and (c) of subsection (1), such number of shares as may be agreed upon, and are subscribed for, by each such Minister.

(4) The whole of the issued share capital of Gas Networks Ireland shall be held by the Minister, the Minister for Public Expenditure, National Development Plan Delivery and Reform and the majority-shareholding Minister.

9. Appointment of majority-shareholding Minister

9. (1) A Minister of the Government (other than the Minister or the Minister for Public Expenditure, National Development Plan Delivery and Reform) shall, for the purpose of implementing Directive 2009/73/EC of the European Parliament and of the Council of 13 July 2009[^1], hold 90 per cent of the shares in Gas Networks Ireland (in this Act referred to as the “majority-shareholding Minister”) being—

(a) for the time being, the Minister for Housing, Local Government and Heritage, or

(b) such Minister of the Government as may stand appointed by order of the Government under subsection (2).

(2) The Government may by order appoint a Minister of the Government (other than the Minister, the Minister for Housing, Local Government and Heritage or the Minister for Public Expenditure, National Development Plan Delivery and Reform) to be the majority-shareholding Minister.

(3) (a) The first order made under subsection (2) shall transfer the shareholding of the Minister for Housing, Local Government and Heritage as majority-shareholding Minister in Gas Networks Ireland to the Minister of the Government appointed as majority-shareholding Minister under that order.

(b) A second or subsequent order made under subsection (2) shall transfer the shareholding of the majority-shareholding Minister in Gas Networks Ireland to the majority-shareholding Minister appointed under such order on and from the date of his or her appointment.

(4) Every order made under this section shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the order is passed by either such House within the next 21 days on which that House has sat after the order is laid before it, the order shall be annulled accordingly, but without prejudice to the validity of anything previously done under it.

10. Exercise of powers by Ministers of the Government in respect of shares

10. (1) Subject to subsections (2) and (3), the majority-shareholding Minister, the Minister and the Minister for Public Expenditure, National Development Plan Delivery and Reform may, in respect of the shares in Gas Networks Ireland for the time being held by each of them, exercise all or any of the rights and powers from time to time exercisable by the holder of such shares.

(2) The majority-shareholding Minister, the Minister and the Minister for Public Expenditure, National Development Plan Delivery and Reform shall not sell, exchange, transfer, surrender, alienate or otherwise dispose of all or any of the shares held by each such Minister without the prior consent of the Government.

(3) The Minister and the Minister for Public Expenditure, National Development Plan Delivery and Reform, in respect of the shares held by each of them, shall not directly or indirectly exercise control over Gas Networks Ireland in carrying out its functions and in particular shall not be entitled to appoint a member of the board of directors of Gas Networks Ireland or to exercise voting rights in respect of Gas Networks Ireland.

11. Transfer of functions

11. (1) On the transfer day, all functions that, immediately before the transfer day, were vested in the dissolved body shall stand vested in Gas Networks Ireland.

(2) References in any enactment (other than this Act) or other document to the dissolved body, to the extent that such references relate to functions, assets, rights or liabilities that are vested in, or transferred to, Gas Networks Ireland by this Act shall, on and from the transfer day, be construed as references to Gas Networks Ireland.

(3) The administration and business in connection with the performance of the functions vested in Gas Networks Ireland by virtue of subsection (1) are on the transfer day transferred to Gas Networks Ireland.

(4) References in any enactment (other than this Act) to the dissolved body, to the extent that such references relate to the administration and business transferred by subsection (3) shall, on and from the transfer day, be construed as references to Gas Networks Ireland.

12. Transfer of land and other property

12. (1) All lands that, immediately before the transfer day, were vested in the dissolved body and all rights, powers and privileges relating to or connected with such lands shall, on that day, without any conveyance or assignment, stand vested in Gas Networks Ireland for all the estate or interest therein that, immediately before that day, was vested in the dissolved body, but subject to all trusts and equities affecting the lands continuing to subsist and being capable of being performed.

(2) All property (other than land), including choses-in-action, that immediately before the transfer day, was vested in the dissolved body shall, on that day, stand vested in Gas Networks Ireland without any assignment.

(3) Every chose-in-action vested in Gas Networks Ireland by virtue of subsection (2) may, on and after the transfer day, be sued on, recovered or enforced by Gas Networks Ireland in its own name, and it shall not be necessary for Gas Networks Ireland or the dissolved body to give notice to any person bound by the chose-in-action of the vesting effected by that subsection.

13. Transfer of rights and liabilities and continuation of leases, licences and permissions granted by dissolved body

13. (1) All rights, liabilities and obligations of the dissolved body arising by virtue of any contract or commitment (expressed or implied) entered into by it before the transfer day shall, on that day, stand transferred to Gas Networks Ireland.

(2) Every right, liability and obligation transferred by subsection (1) to Gas Networks Ireland may, on and after the transfer day, be sued on, recovered or enforced by or against Gas Networks Ireland in its own name, and it shall not be necessary for Gas Networks Ireland or the dissolved body to give notice to any person of the transfer of any such right, liability or obligation.

(3) Every lease, licence, wayleave or permission granted by the dissolved body in relation to land or other property vested in Gas Networks Ireland and in force immediately before the transfer day, shall continue in force as if granted by Gas Networks Ireland.

(4) Every contract, agreement or arrangement (including any wayleave) made between the dissolved body or any trustee or agent thereof acting on its behalf, and any other person, which is in force immediately before the transfer day, shall continue in force and shall be construed and have effect as if the name Gas Networks Ireland were substituted therein for that of the dissolved body or, as may be appropriate, its trustee or agent, and shall be enforceable by or against Gas Networks Ireland.

(5) A reference to a contract, agreement or arrangement in subsection (4) includes any commitments of the dissolved body derived from any competition or process for the procurement of services by the dissolved body which was commenced before the transfer day.

14. Liability for loss occurring before transfer day

14. (1) A claim in respect of any loss or injury alleged to have been suffered by any person arising out of the performance before the transfer day of any of the functions of the dissolved body transferred to Gas Networks Ireland by this Act shall, on and after that day, lie against Gas Networks Ireland and not against the dissolved body.

(2) Any legal proceedings pending immediately before the transfer day to which the dissolved body is a party, that relate to a function of the dissolved body transferred to Gas Networks Ireland by this Act, shall be continued with the substitution in the proceedings of Gas Networks Ireland for the dissolved body and the proceedings shall not abate by reason of such substitution.

(3) Where, before the transfer day, agreement has been reached between the parties concerned in settlement of a claim to which subsection (1) relates and the terms of the agreement have not been implemented, or judgment in such a claim has been given in favour of a person but has not been enforced, the terms of the agreement or judgment, as the case may be, shall, in so far as they are enforceable by or against the dissolved body, be enforceable by or against Gas Networks Ireland and not the dissolved body.

(4) Any claim made or proper to be made by the dissolved body in respect of any loss or injury arising from the act or default of any person before the transfer day shall, where the claim relates to functions transferred to Gas Networks Ireland by this Act, on and after the transfer day be regarded as having been made by or proper to be made by Gas Networks Ireland and may be pursued and sued for by Gas Networks Ireland as if the loss or injury had been suffered by Gas Networks Ireland.

15. Provisions consequent upon transfer of functions, assets and liabilities

15. (1) Anything commenced but not completed before the transfer day by or under the authority of the dissolved body may, in so far as it relates to a function transferred to Gas Networks Ireland by this Act, be carried on or completed on or after the transfer day by Gas Networks Ireland.

(2) Every instrument made under an enactment and every document (including any certificate) granted or made, in the performance of a function transferred to Gas Networks Ireland under this Act, by the dissolved body shall, if and in so far as it was operative immediately before the transfer day, have effect on or after that day as if it had been granted or made by Gas Networks Ireland.

(3) A certificate signed by the Minister that any property, right or liability has or, as the case may be, has not vested in Gas Networks Ireland under this Act shall be sufficient evidence, unless the contrary is shown, of the fact so certified for all purposes.

16. Transfer of records

16. Subject to section 26 of the Water Services (Amendment) Act 2022 and any regulations made under subsection (4) of that section, each record held by the dissolved body immediately before the transfer day, shall, on that day, stand transferred to Gas Networks Ireland and shall, on and from that day, be the property of Gas Networks Ireland and be regarded as being held by Gas Networks Ireland.

17. Transfer of staff

17. (1) Every person who, immediately before the transfer day, was a member of staff of the dissolved body shall, on the transfer day, cease to be a member of staff of the dissolved body and become and be a member of staff of Gas Networks Ireland.

(2) Save in accordance with a collective agreement negotiated with any recognised trade union or staff association concerned, a relevant employee shall be subject to such terms and conditions of service, including terms and conditions relating to remuneration and superannuation, as are not less favourable than the terms and conditions of service, including terms and conditions relating to remuneration and superannuation, to which such relevant employee was subject immediately before the transfer day.

(3) In relation to a relevant employee, previous service with the dissolved body shall be reckonable for the purposes of, but subject to any exceptions or exclusions in, the following:

(a) the Redundancy Payments Acts 1967 to 2022;

(b) the Protection of Employees (Part-Time Work) Act 2001;

(c) the Protection of Employees (Fixed-Term Work) Act 2003;

(d) the Organisation of Working Time Act 1997;

(e) the Terms of Employment (Information) Acts 1994 to 2014;

(f) the Minimum Notice and Terms of Employment Acts 1973 to 2005;

(g) the Unfair Dismissals Acts 1977 to 2015;

(h) the Maternity Protection Acts 1994 to 2022;

(i) the Parental Leave Acts 1998 to 2023;

(j) the Adoptive Leave Acts 1995 and 2005;

(k) the Carer’s Leave Act 2001;

(l) the Paternity Leave and Benefit Act 2016;

(m) the Parent’s Leave and Benefit Act 2019.

(4) In this section, “relevant employee” means, as the case may be—

(a) a member of staff referred to in subsection (1), or

(b) a member of staff of Gas Networks Ireland who, before the transfer day, was a member of staff of the dissolved body designated by the chief executive officer of the dissolved body for employment by Gas Networks Ireland.

18. Final accounts and final annual report of dissolved body

18. (1) Where the transfer day is—

(a) on 1 January 2024, Gas Networks Ireland shall, in respect of the period ending on 31 December 2023, prepare the final accounts and final annual report of the dissolved body in accordance with this section, or

(b) after 1 January 2024, Gas Networks Ireland shall, in respect of the period specified in subsection (3), prepare the final accounts and final annual report of the dissolved body in accordance with this section.

(2) Gas Networks Ireland shall, not later than 2 months after the transfer day, submit the final accounts of the dissolved body to the auditor appointed by the dissolved body for that purpose and shall, immediately after the audit, present a copy of the accounts and auditor’s report to the majority-shareholding Minister.

(3) For the purposes of subsection (1)(b), the majority-shareholding Minister may specify a period that is shorter than a financial year of the dissolved body.

(4) Gas Networks Ireland shall, not later than 6 months after the transfer day, prepare and submit to the majority-shareholding Minister the final annual report of the dissolved body, and the majority-shareholding Minister shall, as soon as practicable thereafter, cause a copy of the final annual report, final accounts and auditor’s report to be laid before each House of the Oireachtas.