{"id":"loy-yang-b-act-1992","name":"Loy Yang B Act 1992","slug":"loy-yang-b-act-1992","collection":"act","jurisdiction":"vic","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":178058,"registerId":"vic-loy-yang-b-act-1992-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Loy Yang B Act 1992","content":"Version No. 036\n\n**Loy Yang B Act 1992**\n\n**No. 35 of 1992**\n\nVersion incorporating amendments as at  \n1 July 2024\n\n**table of provisions**\n\n*Section Page*\n\nPart 1—Preliminary 1\n\n1 Purpose 1\n\n2 Commencement 1\n\n3 Definitions 2\n\n3A Construction of references to State Electricity Commission of Victoria 4\n\n4 Crown to be bound 4\n\nPart 2—The Agreement 5\n\n5 Minister authorised to enter into Agreement 5\n\n6 Ratification of Agreement 5\n\n7 Implementation of Agreement 5\n\n8 Modification of law of Victoria 5\n\n9 Variation of Agreement 6\n\n10 Enforcement of Agreement 6\n\n11 Specific performance 6\n\nPart 3—Implementation 7\n\n22 Building Act 1993 7\n\n26 Planning and Environment Act 1987 8\n\nPart 4—General 9\n\n34 Freedom of Information Act 1982 9\n\nSchedules 11\n\nSchedule 1—State Agreement 11\n\nSchedule 2—Loy Yang land 27\n\nEndnotes 28\n\n1 General information 28\n\n2 Table of Amendments 30\n\n3 Explanatory details 32\n\n**Version No.** **036**\n\n**Loy Yang B Act 1992**\n\n**No. 35 of 1992**\n\nVersion incorporating amendments as at  \n1 July 2024\n\n**Preamble:**\n\nIt is expedient to enable the State Electricity Commission of Victoria to sell a substantial interest in the power station known as Loy Yang B near Traralgon:\n\nFor those purposes, it is intended that an Agreement be entered into by the Minister on behalf of the State:\n\nIt is expedient to authorise the entering into of the Agreement set out in Schedule 1 and to ratify and approve that Agreement:\n\n**The Parliament of Victoria therefore enacts as follows:**\n\nPart 1—Preliminary\n\n\t1 Purpose\n\nThe purposes of this Act are to facilitate the sale by the State Electricity Commission of Victoria of a substantial interest in the Loy Yang B power station and to facilitate the Loy Yang B project and the operation of the power station.\n\n\t2 Commencement\n\n(1) Parts 1 and 5 come into operation on the day on which this Act receives the Royal Assent.\n\n(2) Subject to subsection (1), this Act comes into operation on a day to be proclaimed.\n\n\t3 Definitions\n\nIn this Act—\n\n***Commission*** means the State Electricity Commission of Victoria;\n\n***business or undertaking***, in relation to the Commission, means—\n\n(a) the business of the erection, construction or provision of works, appliances and conveniences for the generation, acquisition, use, transmission, distribution or supply of electricity; and\n\n(b) buildings, works, mines, open-cuts, quarries, water, land, machinery, plant, towers, electric lines, cables and appliances used for or in connection with that business;\n\n***financial accommodation*** means a financial benefit or assistance to obtain a financial benefit arising from or as a result of—\n\n(a) a loan;\n\n(b) issuing, endorsing or otherwise dealing in promissory notes;\n\n(c) drawing, accepting, endorsing or otherwise dealing in bills of exchange;\n\n(d) issuing, purchasing or otherwise dealing in securities;\n\n(e) granting or taking a lease of any real or personal property for financing but not for operating purposes;\n\n(f) any other arrangement that the Governor in Council on the recommendation of the Treasurer approves;\n\n***guarantee*** includes indemnity;\n\n***Loy Yang land*** means the land shown hatched on the plan in Schedule 2;\n\n***participant*** has the same meaning as in the State Agreement;\n\n***power station*** has the same meaning as in the State Agreement;\n\n***project*** has the same meaning as in the State Agreement;\n\n***project area*** means the land (other than the land bordered in blue) delineated on the plan lodged in the Central Plan Office and numbered LEGL/92–1;\n\n***project agreements*** has the same meaning as in the State Agreement;\n\n***sell*** includes otherwise dispose of;\n\nS. 3 def. of *subsidiary* substituted by No. 44/2001 s. 3(Sch. item 76).\n\n***subsidiary*** of the Commission, means a body corporate that is a subsidiary (within the meaning of the Corporations Act) of the Commission;\n\n***statutory body*** means a body corporate established by or under an Act for a public purpose or a body corporate all the shares in which are owned, whether directly or indirectly, by or on behalf of a body corporate so established or the State;\n\n***State Agreement*** means the Agreement entered into by the Minister in accordance with section 5 and ratified and approved under section 6 and, if that Agreement is varied in accordance with section 9, that Agreement as varied and in force for the time being.\n\nS. 3A inserted by No. 11/2024 s. 97.\n\n\t3A Construction of references to State Electricity Commission of Victoria\n\nOn and from the commencement of section 8 of the **State Electricity Commission Amendment Act 2024**, a reference to the State Electricity Commission of Victoria in this Act is a reference to the State Electricity Commission of Victoria in existence immediately before the commencement of that section, unless the context otherwise requires.\n\n**Note**\n\nSee section 114 of the **Former SEC (Residual Provisions) Act 1958**.\n\n\t4 Crown to be bound\n\nThis Act binds the Crown in right of Victoria and, so far as the legislative power of the Parliament permits, the Crown in all its other capacities.\n\nPart 2—The Agreement\n\n\t5 Minister authorised to enter into Agreement\n\nThe Minister is authorised to enter into an agreement in the form set out in Schedule 1.\n\n\t6 Ratification of Agreement\n\nThe agreement referred to in section 5, when entered into by all parties, is ratified and approved.\n\n\t7 Implementation of Agreement\n\n(1) The implementation of the State Agreement is authorised.\n\n(2) The Government of Victoria, the Ministers, instrumentalities of the State and all bodies created by or under an Act for a public purpose, including municipal councils, are authorised, empowered and required to do all things necessary or expedient to carry out, and give full effect to, the State Agreement.\n\n(3) A person must not do anything that interferes with the operation or implementation of the State Agreement or the ability of the parties to the State Agreement to exercise rights, or discharge duties or obligations, under the State Agreement.\n\n\t8 Modification of law of Victoria\n\nIf a provision of the State Agreement is inconsistent with a provision of the law of Victoria, the provision of the State Agreement prevails and the provision of the law of Victoria is, to the extent of the inconsistency, modified accordingly.\n\n\t9 Variation of Agreement\n\n(1) The parties to the State Agreement may from time to time by agreement in writing add to, or substitute for, cancel or vary all or any of the provisions of the State Agreement.\n\n(2) The Minister must cause a copy of an agreement under subsection (1) to be laid before each House of the Parliament within 6 sitting days of the House next following the making of the agreement.\n\n(3) An agreement under this section may be revoked wholly or in part by resolution of either House of the Parliament passed within 6 sitting days of the House after a copy of the agreement is laid before that House.\n\n(4) Unless the agreement is revoked under this section, an agreement under this section comes into force on the expiration of the period within which it could have been revoked.\n\n\t10 Enforcement of Agreement\n\nThe State Agreement may be enforced only by or on behalf of the State or another party to it or a successor or assign of another party.\n\n\t11 Specific performance\n\nFor the avoidance of doubt, it is declared that section 23(1) of the **Crown Proceedings Act 1958** authorises the granting and enforcement of a decree of specific performance against the Crown in respect of the obligations of the State under the State Agreement.\n\nPart 3—Implementation\n\nS. 12  \nrepealed by No. 55/1997 s. 22(a).\n\n* * * * *\n\nS. 12A inserted by No. 66/1993 s. 4, repealed by No. 55/1997 s. 22(a).\n\n* * * * *\n\nS. 13 amended by No. 130/1993 s. 121, repealed by No. 55/1997 s. 22(a).\n\n* * * * *\n\nSs 14–20 repealed by No. 55/1997 s. 22(a).\n\n* * * * *\n\nS. 21 amended by Nos 60/1995  \ns. 28(3), 67/1995  \ns. 58(Sch. 1 item 10), 14/1997  \ns. 17(a), 36/1997  \ns. 20(3), repealed by No. 55/1997  \ns. 22(a).\n\n* * * * *\n\nS. 22 amended by Nos 126/1993 s. 264(Sch. 5 item 14(a)), 68/2001 s. 19, 34/2013 s. 35(Sch. 2 item 6).\n\n\t22 Building Act 1993\n\nThe Victorian Building Authority under the **Building Act 1993**, by notice published in the Government Gazette, may determine that a building on the Loy Yang land—\n\n(a) is unclassifiable; or\n\nS. 22(b) amended by No. 126/1993 s. 264(Sch. 5 item 14(b)).\n\n(b) is exempt from the provisions of the **Building Act 1993** and regulations under that Act specified in the notice subject to such conditions (if any) as are so specified.\n\nSs 23–25 repealed by No. 55/1997  \ns. 22(b) (as amended by No. 91/1997 s. 44(e)).\n\n* * * * *\n\n\t26 Planning and Environment Act 1987\n\nSections 30 and 38 of the **Planning and Environment Act 1987** do not apply in relation to the Traralgon (Shire) Planning Scheme Amendment L40, notice of which was published in the Government Gazette dated 27 May 1992.\n\nS. 27  \nrepealed by No. 14/1997  \ns. 17(b).\n\n* * * * *\n\nS. 28  \nrepealed by No. 55/1997  \ns. 22(c).\n\n* * * * *\n\nPart 4—General\n\nSs 29–32 repealed by No. 55/1997  \ns. 22(d).\n\n* * * * *\n\nS. 33  \nrepealed by No. 66/1993 s. 5.\n\n* * * * *\n\n\t34 Freedom of Information Act 1982\n\n(1) The **Freedom of Information Act 1982** does not apply to a document to the extent to which the document discloses information about—\n\n(a) a financial model relating to the project provided by or on behalf of a participant to a Minister or an agency within the meaning of that Act or an authorised representative of such an agency;\n\n(b) the disposition by a participant of an interest in the project;\n\n(c) a penalty or compensation payment payable by or to a participant under a project agreement;\n\n(d) the determination of the price of an option held by a participant under a project agreement; or\n\n(e) a management report relating to the operation and financial performance of the power station prepared by or on behalf of a participant.\n\n(2) A participant in the joint venture within the meaning of the State Agreement must not, under the **Freedom of Information Act 1982**, disclose any information which may entail commercial confidentiality except with the agreement of all other participants.\n\n(3) A decision of a participant not to disclose information because of subsection (2) is to be taken to be a decision that is subject to review in accordance with the **Freedom of Information Act 1982**.\n\n(4) For the purposes of section 34 of the **Freedom of Information Act 1982**—\n\n(a) a participant is to be deemed to be a business, commercial or financial undertaking; and\n\n(b) the obligations of an agency or a Minister under subsection (3) of that section apply in respect of a participant whether or not the relevant document or documents have been supplied by the participant.\n\nSs 35, 36 repealed by No. 66/1993 s. 6.\n\n* * * * *\n\nS. 37  \nrepealed by No. 55/1997  \ns. 22(e).\n\n* * * * *\n\nPt 5 (Heading and ss 38–44) repealed by No. 55/1997  \ns. 22(f).\n\n* * * * *\n\nSchedules\n\nSchedule 1—State Agreement\n\nTHIS AGREEMENT is made the\n\n1992\n\nBETWEEN:\n\nThe Honourable David White in his capacity as Minister for Manufacturing and Industry Development, for and on behalf of the State of Victoria (the \"State\"); and\n\nState Electricity Commission of Victoria, a body corporate established by the **State Electricity Commission Act 1958** (\"SECV\");\n\nLoy Yang B Power Station Pty Ltd (A.C.N. 052 530 551) of Monash House, 15 William Street, Melbourne, Victoria (\"LYBPS\"); and Victorian Power Station Investments Pty Ltd, (A.C.N. 054 752 377) of 7th Floor, 228 Victoria Parade, East Melbourne, Victoria (\"VPSI\"); and Mission Energy Australia Pty Ltd (A.C.N. 055 563 785) of Level 37, 101 Collins Street, Melbourne, Victoria for and on behalf of the Latrobe Power Partnership (\"LPP\"), A Limited Partnership of which Mission Energy Australia Pty Ltd is a general partner.\n\n(LYBPS, VPSI and LPP are referred to in this Agreement as the \"Participants\", which term includes their respective successors and permitted assigns under this Agreement).\n\nWHEREAS:\n\nA. SECV is currently constructing the Power Station on its own behalf at Loy Yang near Traralgon in the State of Victoria.\n\nB. The Participants intend to form an unincorporated joint venture to acquire, construct, commission, test, operate, maintain and decommission the Power Station.\n\nC. The Participants are negotiating a number of agreements relating to or connected with the Power Station.\n\nD. The Participants have requested the State to provide certain undertakings and assurances relating to the Power Station.\n\nE. Recognising the benefits to the State from the involvement of the Participants in the completion and operation of the Power Station, the State has agreed to provide those undertakings and assurances in accordance with and subject to the terms of this Agreement.\n\nNOW IT IS AGREED as follows:\n\n1. INTERPRETATION\n\n1.1 **Definitions**\n\nIn this Agreement unless the contrary intention appears:\n\n**\"Coal Supply Agreement\"** means the agreement pursuant to which SECV is to maintain a capability to supply and, as requested by the Participants, is to supply brown coal from the open cut mine at Loy Yang in accordance with appropriate quantity and quality limits, for use in the Power Station, and the Participants are to pay SECV for maintaining the supply capability and for the coal used;\n\n**\"Commonwealth\"** means the Commonwealth of Australia and includes the Government for the time being thereof;\n\n**\"Completion of Construction Agreement\"** means the construction agreement pursuant to which SECV, as independent contractor for the Participants, is to complete construction of the Power Station (including the first generating unit of approximately 500 megawatts scheduled for completion in the second half of calendar year 1993 and the second generating unit of approximately 500 megawatts scheduled for completion in the second half of calendar year 1996);\n\n**\"Council\"** has the same meaning as in the **Local Government Act 1989**;\n\n**\"Joint Venture\"** means the unincorporated joint venture to be formed between the Participants pursuant to the Joint Venture Agreement;\n\n**\"Joint Venture Agreement\"** means the agreement providing for the establishment of an unincorporated joint venture for the purpose of acquiring (as tenants in common in undivided shares), operating and maintaining the Power Station, regulating the rights, interests and obligations of the Participants, providing for the establishment of a management committee to oversee the operations of the joint venture, establishing the basis upon which disputes in relation to the joint venture are to be resolved and regulating financial arrangements between the Participants in relation to the joint venture;\n\n**\"Loy Yang B Act\"** means the Act authorising and ratifying the execution of this Agreement by the State;\n\n**\"Minister\"** means the Minister of the State for the time being responsible for administering the Loy Yang B Act;\n\n**\"Miscellaneous Services Agreement\"** means the agreement pursuant to which, among other things, SECV is to supply or provide certain services and supplies (including electrical energy, ash disposal, saline waste disposal, neutralised chemical waste disposal, low quality water, high quality water, gas, auxiliary fuel, drainage and sewage disposal) in connection with the operation of the Power Station and which is to establish rights of access and easements to facilitate access to and from the Power Station and adjoining land for the purposes of supplying these goods and services;\n\n**\"Operating and Maintenance Agreement\"** means the agreement pursuant to which Mission Energy Management Australia Pty Ltd is to be appointed by the Participants to operate and maintain the Power Station on their behalf in accordance with prescribed performance standards, planned annual performance levels, and budgets and programs which have been approved by the management committee established under the Joint Venture Agreement;\n\n**\"Operator\"** means the operator appointed under the Operating and Maintenance Agreement;\n\n**\"Permit\"** includes a permit, licence, consent, approval, exemption, permission or other authorisation;\n\n**\"Power Station\"** means the coal fired power station of approximately 1000 megawatts at Loy Yang near Traralgon and known as Loy Yang B and related facilities;\n\n**\"Power Supply Agreement\"** means the agreement pursuant to which the Participants will maintain a capability to supply electricity from the Power Station to SECV, and the Participants will supply electricity to SECV as it requires, and SECV will pay to the Participants a capability charge referable to the capability to supply maintained by the Participants and an energy charge referable to electricity supplied by the Participants to SECV;\n\n**\"Project\"** means the acquisition, construction, commissioning, testing, operation, maintenance and decommissioning of the Power Station and the sale and supply of electricity in accordance with the Project Agreements and all ancillary or related activities;\n\n**\"Project Agreements\"** means the Joint Venture Agreement, Operating and Maintenance Agreement, Sale of Assets Agreement, Completion of Construction Agreement, Power Supply Agreement, Coal Supply Agreement and Miscellaneous Services Agreement;\n\n**\"Sale of Assets Agreement\"** means the agreement pursuant to which, among other things, the Power Station (to the extent constructed), the land on which the Power Station is being constructed and various related fixtures and completed chattels will be sold by SECV to the Participants, as tenants in common in accordance with their respective shares in the joint venture, for a price specified;\n\n**\"statutory body\"** means any body constituted by or under a State or Commonwealth Act for a public purpose;\n\n**\"taxes\"** means taxes, levies, imposts, deductions, rates, charges, withholdings and duties (including, but not limited to, stamp and transaction duties), together with any related interest, penalties, fines and other charges, imposed under any Act.\n\n1.2 **Interpretation**\n\n(a) In this Agreement unless the contrary intention appears:\n\n(i) a reference to this Agreement or another instrument includes any variation or replacement of either of them;\n\n(ii) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;\n\n(iii) the singular includes the plural and vice versa;\n\n(iv) one gender includes the other genders;\n\n(v) the word \"person\" includes a firm, a body corporate, an unincorporated association or an authority; and\n\n(vi) a reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and permitted assigns.\n\n(b) In interpreting this Agreement, a construction that would promote the purpose or object underlying this Agreement must be preferred to a construction that would not promote that purpose or object.\n\n1.3 **Appointment of Operator**\n\n(a) The parties acknowledge that each Participant has authorised and designated the Operator to act, or will cause the Operator to be authorised and designated to act, as its representative on its behalf for those purposes of this Agreement specified in paragraph (b). A Participant is bound by any act or decision made on its behalf by the Operator within the scope of its authority as specified under or in accordance with paragraph (b). A Participant may at any time by notice to the State revoke or vary the authorisation with respect to all or any of the purposes specified under or in accordance with paragraph (b).\n\n(b) The purposes referred to in paragraph (a) are:\n\n(i) the provision of copies of documents to the Minister under Clauses 3.1 and 3.2;\n\n(ii) the seeking of approvals from the Minister under Clause 5;\n\n(iii) the making of requests under Clauses 4.1, 4.2, 4.3 and 4.4; and\n\n(iv) any other purpose specified by notice in writing by a Participant to the Minister and each other Participant.\n\n1.4 Rights and obligations of each Participant under this Agreement are several and no Participant is responsible for the obligations of any other Participant.\n\n2. CONDITIONS PRECEDENT\n\n2.1 Clauses 1, 2 and 3 take effect on the date of this Agreement.\n\n2.2 Subject to Clause 2.6, the remainder of this Agreement does not come into effect until:\n\n(a) each of the Project Agreements, in a form acceptable to the Minister, has been executed;\n\n(b) an agreement or agreements between the Participants (or the Operator on behalf of the Participants) and the union or unions whose members are to be employed at the Power Station has been executed; and\n\n(c) the Minister has received confirmation in form and substance satisfactory to the Minister that financial accommodation to be obtained by the Participants (other than a Participant which is a statutory body or a Participant all of the shares in which are owned, directly or indirectly, by or on behalf of a statutory body or by or on behalf of the State) for the purposes of the Project and equity to be provided for the purposes of the Project will not be included in the State's global limit allocations by the Australian Loan Council.\n\n2.3 (a) Each party will use all reasonable endeavours to promptly obtain the fulfilment of the condition precedent described in Clause 2.2(a).\n\n(b) Each Participant will use all reasonable endeavours to promptly obtain the fulfilment of the condition precedent described in Clause 2.2(b).\n\n(c) The Minister will use all reasonable endeavours to promptly obtain the fulfilment of the condition precedent described in Clause 2.2(c).\n\n2.4 If each condition in Clause 2.2 is not completely fulfilled or waived on or before 30 June 1992, or by a later date agreed to by each party before 30 June 1992, then this Agreement may be terminated by a party after the relevant date on giving 30 days written notice to each other party.\n\n2.5 If this Agreement is terminated pursuant to Clause 2.4 none of the parties shall have any claim against any other of them with respect to any matter or thing arising out of, done or omitted to be done or performed under this Agreement (other than a claim arising under clause 2.3).\n\n2.6 The condition precedent described in Clause 2.2(c) may be waived in whole or in part by the Minister and any other condition precedent described in Clause 2.2 may be waived with the consent of all parties to this Agreement.\n\n3. MINISTER'S COPIES OF AGREEMENTS AND VARIATIONS\n\n3.1 Promptly after executing any Project Agreement the Participants will ensure that an accurate copy of it is given to the Minister.\n\n3.2 Promptly after executing any variation to or modification or replacement of any Project Agreement the Participants will ensure that an accurate copy of the variation, modification or replacement is given to the Minister.\n\n4. OBLIGATIONS OF THE STATE\n\n4.1 **Procurement of goods and services**\n\nIf any goods or services for the purposes of the Project are required to be supplied to SECV, the Participants or the Operator by any agent or instrument of the Commonwealth or the State, statutory body or Council, the State will, if requested to do so by SECV, the Participants or by the Operator on behalf of the Participants:\n\n(a) make representations to the relevant agent, instrument, statutory body or Council for the supply of those goods or services; and\n\n(b) endeavour to procure (but without any obligation to pay for or to subsidise) the timely supply of those goods or services by the relevant agent, instrument, statutory body or Council on terms and conditions no less favourable than those which at the time apply generally to the provision of such goods or services by the relevant agent, instrument, statutory body or Council.\n\n4.2 **Grants of interests in Crown land**\n\nThe State must grant or cause to be granted to SECV or the Participants at the request of or on behalf of any of them such interest in such Crown land as the Minister determines is:\n\n(a) necessary for the purposes of the Project; and\n\n(b) not required or reasonably likely to be required by the State for any purpose (including, without limitation, its sale),\n\non terms and conditions which are reasonable in all the circumstances.\n\n4.3 **Issue and procurement of Government permits**\n\nIf any Permit is required by SECV, the Participants, the Operator or any other person from the Commonwealth or the State or any agent or instrument of the Commonwealth or the State, statutory body or Council for the purposes of the Project and the person requiring such Permit has made due application for the permit to be granted or to be reissued, renewed or extended (as the case may be), the State will, if requested to do so by SECV, the Participants or by the Operator on behalf of the Participants:\n\n(a) if the Permit is required from the State, if reasonable to do so and consistent with any requirements generally applicable to the granting, reissue, renewal or extension of such a Permit, promptly grant, reissue, renew or extend the Permit; and\n\n(b) if the Permit is required from the Commonwealth or an agent or instrument of the Commonwealth or the State, a statutory body or Council:\n\n(i) make representations to the Commonwealth or the relevant agent, instrument, statutory body or Council for the grant, reissue, renewal or extension of the Permit; and\n\n(ii) endeavour to procure (but without any obligation to pay for or to subsidise) the timely grant of the Permit by the Commonwealth or the relevant agent, instrument, statutory body or Council on terms and conditions no less favourable than those which at the time apply generally to the granting, reissue, renewal or extension of such a Permit by the Commonwealth or the relevant agent, instrument, statutory body or Council.\n\n4.4 **Representations to Commonwealth**\n\nIf requested to do so by SECV, the Participants (or by the Operator on behalf of the Participants), the State will make representations to the Commonwealth with respect to the removal by the Commonwealth of any adverse effect caused by Commonwealth policies or actions or likely to be caused by proposed Commonwealth policies or actions on:\n\n(a) the progress or cost of construction of the Power Station;\n\n(b) the operation or maintenance of the Power Station;\n\n(c) the legal rights of, or economic benefits to, the Participants under this Agreement and the Project Agreements; or\n\n(d) the formation or operation of the Joint Venture.\n\n4.5 **Non-discrimination**\n\n(a) The State will not take or continue and will not authorise or (insofar as it is competent to do so) permit any agent, instrument or statutory body of the State, or Council, to take or continue any action or combination of actions (including the imposition of any taxes or the making of any local laws) which—\n\n(i) as between—\n\n(A) the Power Station or the rights, benefits or obligations of any Participant in relation to the Power Station; and\n\n(B) other power stations and related facilities for the generation of electricity located in the State or the rights, benefits or obligations of the proprietors of those other power stations and related facilities—\n\nis discriminatory to a material extent in respect of—\n\n(C) income, titles, property or other assets;\n\n(D) products, by-products, materials or services used or produced by, or through the operation of, the Power Station; or\n\n(E) the generation, disposal or sale of electricity produced by the Power Station;\n\n(ii) modifies or reduces the rights or adds to the obligations of the Participants or the Operator under this Agreement or any Project Agreement in a way which is discriminatory; or\n\n(iii) adds to the rights of the State, or of any body all the shares in which are owned (directly or indirectly) by or on behalf of the State and which is a party to a joint venture or partnership relating to the Power Station, under this Agreement or any Project Agreement in a way which is discriminatory; or\n\n(iv) in the case of a local law, modifies or reduces the rights or adds to the obligations which the Participants or the Operator have at the date of this Agreement in a way which is discriminatory.\n\n(b) Without limitation, the matters set out below must be taken into account in determining whether taking, or continuing an action or combination of actions contravenes paragraph (a)(i), (ii) or (iii):\n\n(i) the purpose of the action or combination of actions; and\n\n(ii) the effect or potential effect of the action or combination of actions, including:\n\n(a) whether the Power Station or the rights, benefits or obligations of the Participants in relation to the Power Station is or are the only thing or things affected or potentially affected; and\n\n(b) whether in the same circumstances other power stations and related facilities located in the State or the rights, benefits or obligations of the proprietors of those other power stations and related facilities would be affected or potentially affected; and\n\n(c) For the avoidance of doubt, each party to this Agreement acknowledges that:\n\n(i) the exercise of a right conferred on a person by this Agreement or a Project Agreement, or the performance or satisfaction of an obligation imposed on a person by this Agreement or a Project Agreement, does not contravene paragraphs (a)(i), (ii) or (iii); and\n\n(ii) if an action or combination of actions is not directed at affecting the Power Station or affecting, modifying or reducing the rights or benefits or adding to the obligations of a Participant in relation to the Power Station but, as a result solely of SECV or another body being a statutory body of the State, that action or combination of actions affects or potentially affects the Power Station or affects, modifies or reduces or potentially affects, modifies or reduces the rights or benefits or adds to or potentially adds to the obligations of a Participant in relation to the Power Station in a way that is different to its effect or potential effect on other power stations and related facilities owned by SECV or another statutory body or the rights, benefits or obligations of SECV or another statutory body as proprietor of those other power stations and related facilities, then that action or combination of actions does not contravene paragraphs (a)(i), (ii) or (iii).\n\n4.6 Clause 4.5 does not prevent or restrict the State, SECV or any agent, instrument or statutory body of the State, or Council, taking any action or combination of actions which is or involves:\n\n(a) a sale, lease or other disposal of all or part of any interest in:\n\n(i) a power station or the Power Station; or\n\n(ii) facilities associated with the generation by, or supply, transmission or distribution of electricity from, a power station,\n\non terms different to those contained in a contract;\n\n(b) the supply of products, by-products, materials or services used or produced by, or through the operation of, a power station on terms different to those contained in a contract;\n\n(c) the sale, purchase or supply of electricity from a power station on terms different to those contained in a contract; or\n\n(d) the issue of a Permit in respect of a power station which Permit is subject to conditions different to the conditions applying to an equivalent Permit issued in respect of the Power Station,\n\nand the taking of an action or combination of actions described in paragraphs (a)–(d) does not contravene Clause 4.5.\n\n4.7 In Clause 4.6:\n\n(a) **\"power station\"** means a power station for the generation of electricity other than the Power Station; and\n\n(b) **\"contract\"** means a Project Agreement, this Agreement or any other agreement entered into for the purposes of the Project by the Operator or by one or more Participants.\n\n5. LIABILITY OF THE STATE\n\nA variation, modification or replacement of a Project Agreement after the date of this Agreement does not vary, modify or reduce the rights or add to the obligations of the State under this Agreement unless that variation, modification or replacement has been approved for the purposes of this Agreement by notice in writing by the Minister.\n\n6. ASSIGNMENT\n\n6.1 (a) Rights under this Agreement or any part of this Agreement cannot be assigned, mortgaged, charged, disposed of or otherwise dealt with by a Participant except as provided in this Clause;\n\n(b) An assignment, mortgage, charge, disposition or other dealing with rights under this Agreement or any part of this Agreement other than as provided in this Clause is void.\n\n6.2 A Participant may assign, mortgage, charge, dispose of or otherwise deal with its rights under this Agreement or any part of this Agreement with the prior written consent of the Minister.\n\n6.3 A Participant may mortgage or charge its rights under this Agreement or any part of this Agreement:\n\n(a) in favour of any other party to a Project Agreement to secure the performance by that Participant of its obligations under that Project Agreement; and\n\n(b) in favour of any other person to secure the payment or repayment of (or satisfaction of reimbursement obligations with respect to) financial accommodation provided to or for the benefit of that Participant for the purpose, directly or indirectly, of financing or refinancing costs of acquiring, holding, developing or maintaining that Participant's interest in the Project—\n\nsubject to that Participant first procuring the mortgagee or chargee to enter into a deed of covenant in favour of the Minister (in such form as the Minister reasonably requires) pursuant to which the mortgagee or chargee agrees that, in the exercise of any power of sale or other power of enforcement contained in the instrument creating the mortgage or charge or conferred by law, the mortgagee or chargee will be bound to comply with the provisions of this Clause 6.\n\n6.4 A Participant may assign, dispose of or otherwise deal with its rights under this Agreement or any part of this Agreement to an assignee or disponee of its rights or an equivalent part of its rights under the Joint Venture Agreement subject to that Participant first procuring the assignee or disponee to enter into a deed of covenant in favour of the Minister (in such form as the Minister reasonably requires) pursuant to which the assignee or disponee agrees to be bound by this Agreement as if named as a party to this Agreement in place of that Participant from which its interest is derived to the extent of the interest assigned, disposed of or otherwise dealt with.\n\n6.5 The Minister may require as a condition to the granting of consent under Clause 6.2 that a Participant procure the execution by the assignee, mortgagee, chargee, disponee or other relevant person of a deed of covenant in favour of and in such form as the Minister reasonably requires:\n\n(a) in the case of a mortgagee or chargee, pursuant to which the mortgagee or chargee agrees that, in the exercise of any power of sale or power of enforcement contained in the instrument creating the mortgage or charge or conferred by law, the mortgagee or chargee will be bound to comply with the provisions of this Clause 6; or\n\n(b) in the case of an assignee, disponee or other relevant person, pursuant to which the assignee, disponee or other relevant person agrees to be bound by this Agreement as if named as a party to this Agreement in place of the Participant from which its interest is derived to the extent of the interest assigned, disposed of or otherwise dealt with.\n\n6.6 A Participant which has assigned, disposed of or otherwise dealt with its rights under this Agreement in accordance with this Clause will be released from its obligations under this Agreement to the extent of the interest so assigned, disposed of or otherwise dealt with.\n\n7. TERMINATION\n\n7.1 If a Participant goes into liquidation (other than a voluntary liquidation for the purpose of reconstruction) and there is a failure by that Participant to observe a financial obligation under the Joint Venture Agreement which failure is not cured within 90 days, the State may by notice in writing given to that Participant terminate the obligations of the State to that Participant under this Agreement. Termination under this Clause does not prejudice any right, obligation or liability of the State, that Participant or any other Participant then accrued or incurred under this Agreement and does not prejudice any right, obligation or liability of the State or other Participant thereafter arising under this Agreement.\n\n7.2 The State may by notice in writing to the Participants terminate this Agreement at any time after the Power Supply Agreement has been terminated (whether by effluxion of time or otherwise) or discharged, but such termination will be without prejudice to any right, obligation or liability of the State or a Participant then accrued or incurred under this Agreement.\n\n8. NOTICES\n\n8.1 A notice, approval, consent or other communication in connection with this Agreement:\n\n(a) must be in writing; and\n\n(b) must be left at the address or sent by registered post (airmail if posted to or from a place outside Australia) to the address notified by the addressee to each other party for the purposes of this Agreement or if the addressee notifies another address then to that address.\n\n8.2 A notice, approval, consent or other communication takes effect from the time it is received unless a later time is specified in it.\n\n8.3 A letter sent by registered post is taken to be received on the seventh (fourteenth, if posted to or from a place outside Australia) day after posting.\n\n9. VARIATION OF AGREEMENT\n\nThis Agreement may from time to time be added to, substituted, cancelled or varied in accordance with section 9 of the  Loy Yang B Act.\n\n10. WAIVER\n\nA provision or a right granted under this Agreement may not be waived except in writing signed by the party granting the waiver.\n\n11. EXERCISE OF RIGHTS\n\nA party may, subject to Clause 12, exercise a right, power or remedy at its discretion, and separately or concurrently with another right, power or remedy. A single or partial exercise of a right, power or remedy by a party does not prevent a further exercise of that or of any other right, power or remedy. Failure by a party to exercise or delay in exercising a right, power or remedy does not prevent its exercise.\n\n12. APPROVALS AND CONSENTS\n\nThe Minister and each party must act reasonably in making a decision or giving or withholding approval or consent under any provision of this Agreement.\n\n13. REMEDIES CUMULATIVE\n\nThe rights, powers and remedies provided in this Agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this Agreement.\n\n14. FURTHER ASSURANCES\n\nEach party agrees, at its own expense, to do everything reasonably necessary to give effect to this Agreement (if it is requested to do so by another party), including, but not limited to, the execution of documents.\n\n15. GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS\n\n15.1 This Agreement is governed by the law in force in Victoria.\n\n15.2 Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Victoria and courts of appeal from them for determining any dispute concerning this Agreement. Each party waives any right it has to object to any action being brought in those courts including, but not limited to, claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.\n\n15.3 Without preventing any other mode of service, any document in an action (including, but not limited to, any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of notices under Clause 8.\n\nIN WITNESS WHEREOF this Agreement has been executed by the parties on the day and year first above written.\n\nSIGNED by DAVID WHITE in the presence of:\n\nTHE COMMON SEAL of\n\nSTATE ELECTRICITY COMMISSION OF VICTORIA\n\nwas affixed in the presence of:\n\nTHE COMMON SEAL of\n\nLOY YANG B POWER STATION PTY LTD\n\nwas affixed in the presence of:\n\nTHE COMMON SEAL of\n\nVICTORIAN POWER STATION INVESTMENTS PTY LTD\n\nwas affixed in the presence of:\n\nTHE COMMON SEAL of\n\nMISSION ENERGY AUSTRALIA PTY LTD\n\nwas affixed in the presence of:\n\nSchedule 2—Loy Yang land\n\n![]()\n\nCounty of Buln Buln—Parish of Loy Yang\n\n\n\nEndnotes\n\n1 General information\n\nSee [www.legislation.vic.gov.au](http://www.legislation.vic.gov.au) for Victorian Bills, Acts and current Versions of legislation and up-to-date legislative information.\n\n*Minister's second reading speech—*\n\n*Legislative Assembly: 19 May 1992*\n\n*Legislative Council: 2 June 1992*\n\nThe long title for the Bill for this Act was \"A Bill relating to the Loy Yang B power station, to amend the **State Electricity Commission Act 1958** and for other purposes.\".\n\nThe **Loy Yang B Act 1992** was assented to on 16 June 1992 and came into operation as follows:\n\nParts 1 (sections 1–4), 5 (sections 38–44) on 16 June 1992: section 2(1); rest of Act on 26 August 1992: Government Gazette 26 August 1992 page 2467.\n\nINTERPRETATION OF LEGISLATION ACT 1984 (ILA)\n\nStyle changes\n\nSection 54A of the ILA authorises the making of the style changes set out in Schedule 1 to that Act.\n\nReferences to ILA s. 39B\n\nSidenotes which cite ILA s. 39B refer to section 39B of the ILA which provides that where an undivided section or clause of a Schedule is amended by the insertion of one or more subsections or subclauses, the original section or clause becomes subsection or subclause (1) and is amended by the insertion of the expression \"(1)\" at the beginning of the original section or clause.\n\nInterpretation\n\nAs from 1 January 2001, amendments to section 36 of the ILA have the following effects:\n\n• Headings\n\nAll headings included in an Act which is passed on or after 1 January 2001 form part of that Act. Any heading inserted in an Act which was passed before 1 January 2001, by an Act passed on or after 1 January 2001, forms part of that Act. This includes headings to Parts, Divisions or Subdivisions in a Schedule; sections; clauses; items; tables; columns; examples; diagrams; notes or forms. See section 36(1A)(2A).\n\n• Examples, diagrams or notes\n\nAll examples, diagrams or notes included in an Act which is passed on or after 1 January 2001 form part of that Act. Any examples, diagrams or notes inserted in an Act which was passed before 1 January 2001, by an Act passed on or after 1 January 2001, form part of that Act. See section 36(3A).\n\n• Punctuation\n\nAll punctuation included in an Act which is passed on or after 1 January 2001 forms part of that Act. Any punctuation inserted in an Act which was passed before 1 January 2001, by an Act passed on or after 1 January 2001, forms part of that Act. See section 36(3B).\n\n• Provision numbers\n\nAll provision numbers included in an Act form part of that Act, whether inserted in the Act before, on or after 1 January 2001. Provision numbers include section numbers, subsection numbers, paragraphs and subparagraphs. See section 36(3C).\n\n• Location of \"legislative items\"\n\nA \"legislative item\" is a penalty, an example or a note. As from 13 October 2004, a legislative item relating to a provision of an Act is taken to be at the foot of that provision even if it is preceded or followed by another legislative item that relates to that provision. For example, if a penalty at the foot of a provision is followed by a note, both of these legislative items will be regarded as being at the foot of that provision. See section 36B.\n\n• Other material\n\nAny explanatory memorandum, table of provisions, endnotes, index and other material printed after the Endnotes does not form part of an Act.  \nSee section 36(3)(3D)(3E).\n\n2 Table of Amendments\n\nThis publication incorporates amendments made to the **Loy Yang B Act 1992** by Acts and subordinate instruments.\n\n–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––\n\n**Loy Yang B (Amendment) Act 1993, No. 66/1993**\n\n| Assent Date: | 21.9.93 |\n| --- | --- |\n| Commencement Date: | Ss 1–3 on 21.9.93: s. 2(1); rest of Act on 21.3.94: s. 2(3) |\n| Current State: | All of Act in operation |\n\n\n**Building Act 1993, No. 126/1993**\n\n| Assent Date: | 14.12.93 |\n| --- | --- |\n| Commencement Date: | S. 264(Sch. 5 item 14) on 1.7.94: Special Gazette (No. 42) 1.7.94 p. 1 |\n| Current State: | This information relates only to the provision/s amending the **Loy Yang B Act 1992** |\n\n\n**Electricity Industry Act 1993, No. 130/1993**\n\n| Assent Date: | 14.12.93 |\n| --- | --- |\n| Commencement Date: | S. 121 on 14.12.93: s. 2(1) |\n| Current State: | This information relates only to the provision/s amending the **Loy Yang B Act 1992** |\n\n\n**Trade Measurement (Administration) Act 1995, No. 60/1995**\n\n| Assent Date: | 20.6.95 |\n| --- | --- |\n| Commencement Date: | S. 28(3) on 1.1.96: Government Gazette 7.12.95 p. 3381 |\n| Current State: | This information relates only to the provision/s amending the **Loy Yang B Act 1992** |\n\n\n**Extractive Industries Development Act 1995, No. 67/1995**\n\n| Assent Date: | 17.10.95 |\n| --- | --- |\n| Commencement Date: | S. 58(Sch. 1 item 10) on 1.6.96: Special Gazette (No. 60) 31.5.96 p. 4 |\n| Current State: | This information relates only to the provision/s amending the **Loy Yang B Act 1992** |\n\n\n**Electricity Industry (Loy Yang B) Act 1997, No. 14/1997**\n\n| Assent Date: | 6.5.97 |\n| --- | --- |\n| Commencement Date: | S. 17 on 8.5.97: Special Gazette (No. 50) 6.5.97 p. 1 |\n| Current State: | This information relates only to the provision/s amending the **Loy Yang B Act 1992** |\n\n\n**Gas Industry (Amendment) Act 1997, No. 36/1997**\n\n| Assent Date: | 3.6.97 |\n| --- | --- |\n| Commencement Date: | S. 20(3) on 1.7.97: Special Gazette (No. 58) 3.6.97 p. 2 |\n| Current State: | This information relates only to the provision/s amending the **Loy Yang B Act 1992** |\n\n\n**Electricity Industry (Further Miscellaneous Amendment) Act 1997, No. 55/1997** (as amended by No. 91/1997)\n\n| Assent Date: | 21.10.97 |\n| --- | --- |\n| Commencement Date: | S. 22 on 21.10.97: s. 2(1) |\n| Current State: | This information relates only to the provision/s amending the **Loy Yang B Act 1992** |\n\n\n**Corporations (Consequential Amendments) Act 2001, No. 44/2001**\n\n| Assent Date: | 27.6.01 |\n| --- | --- |\n| Commencement Date: | S. 3(Sch. item 76) on 15.7.01: s. 2 |\n| Current State: | This information relates only to the provision/s amending the **Loy Yang B Act 1992** |\n\n\n**Building (Amendment) Act 2001, No. 68/2001**\n\n| Assent Date: | 7.11.01 |\n| --- | --- |\n| Commencement Date: | S. 19 on 1.7.02: s. 2(5) |\n| Current State: | This information relates only to the provision/s amending the **Loy Yang B Act 1992** |\n\n\n**Building and Planning Legislation Amendment (Governance and Other Matters) Act 2013, No. 34/2013**\n\n| Assent Date: | 18.6.13 |\n| --- | --- |\n| Commencement Date: | S. 35(Sch. 2 item 6) on 1.7.13: s. 2 |\n| Current State: | This information relates only to the provision/s amending the **Loy Yang B Act 1992** |\n\n\n**State Electricity Commission Amendment Act 2024, No. 11/2024**\n\n| Assent Date: | 26.3.24 |\n| --- | --- |\n| Commencement Date: | S. 97 on 1.7.24: Special Gazette (No. 319) 18.6.24 p. 1 |\n| Current State: | This information relates only to the provision/s amending the **Loy Yang B Act 1992** |\n\n\n–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––\n\n3 Explanatory details\n\nNo entries at date of publication.","sortOrder":0}],"analysis":{"kimi_summary":{"content_quality":"ok","complexity_score":5,"scope_assessment":{"changed":true,"description":"The original 1992 Act was a comprehensive implementation statute containing extensive provisions for the sale transaction, tax equivalents, stamp duty exemptions, and detailed transitional arrangements (Parts 3-5). However, the Electricity Industry (Further Miscellaneous Amendment) Act 1997 (No. 55/1997) repealed the majority of these provisions (sections 12-21, 23-37, and all of Part 5), leaving essentially a shell Act that: (1) preserves the State Agreement ratification, (2) maintains specific building and planning exemptions, and (3) retains FOI exemptions. The Act has shrunk from a broad transactional framework to a narrow preservation statute maintaining only the core contractual guarantees and specific regulatory carve-outs for the power station."},"complexity_factors":["Extensive cross-referencing to the State Agreement (Schedule 1) which contains 15 clauses with nested sub-clauses and defined terms","Multiple repealed sections (12-21, 23-25, 27-33, 35-37, and entire Part 5) creating a fragmented structure requiring historical knowledge to interpret","13 amending Acts since 1992, with section 3A (2024) adding a temporal complexity layer regarding SECV references","Conditional operation provisions (section 2) with proclamation commencement","Interaction with at least 5 other major statutes: Building Act 1993, Planning and Environment Act 1987, Freedom of Information Act 1982, Crown Proceedings Act 1958, and State Electricity Commission Act 1958","Complex assignment and mortgage provisions in the State Agreement (Clause 6) requiring deed of covenant mechanisms","Non-discrimination clauses (Clause 4.5) with multiple exceptions and carve-outs (Clause 4.6) creating conditional logic"],"plain_english_summary":"**What this law does:**\n\nThis Act authorises and locks in a major deal between the Victorian Government and private companies to build, own and operate the Loy Yang B coal-fired power station near Traralgon in the Latrobe Valley.\n\n**Who it affects:**\n\n*   **The State of Victoria** – through the Minister and various government agencies.\n*   **The State Electricity Commission of Victoria (SECV)** – the former state-owned electricity utility (now largely wound down, with residual functions handled under other legislation).\n*   **Private investors** – specifically the joint venture partners known as the \"Participants\" (originally Loy Yang B Power Station Pty Ltd, Victorian Power Station Investments Pty Ltd, and Mission Energy Australia Pty Ltd acting for the Latrobe Power Partnership).\n*   **Local councils and regulators** – whose normal planning and building laws are partially overridden for this specific project.\n\n**Key points:**\n\n*   **The State Agreement:** The Act ratifies a detailed contract (Schedule 1) where the State promises to help the project by granting land, procuring permits, and ensuring the power station isn't discriminated against compared to other generators. In return, the private partners complete construction and sell electricity back to the SECV.\n*   **Overriding other laws:** If the State Agreement conflicts with Victorian law, the Agreement wins (section 8). Specific planning and building laws are also modified or don't apply to this project (sections 22 and 26).\n*   **Secrecy protections:** Commercially sensitive information about the project's finances, coal supply contracts and management reports is exempt from Freedom of Information (FOI) requests (section 34).\n*   **Enforceable promises:** The State can be sued for specific performance (forced to keep its promises) if it breaks the Agreement (section 11).\n*   **Recent update:** A 2024 amendment clarifies that references to the SECV now mean the entity as it existed before recent restructuring, ensuring the Act still works despite the SECV's modern dissolution.\n\n**Why it matters:**\n\nThis is a classic example of \"contractualisation\" of infrastructure – using a private-public partnership to build major assets. It locks in government support for a specific energy project for decades, limits public scrutiny of commercial details, and gives private investors legal guarantees that the State won't change the rules to disadvantage them later."},"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":false,"description":"The Act’s core scope—authorising, ratifying and implementing a State Agreement to enable the sale and private operation of Loy Yang B—remains the same as its original purpose (s 1, ss 5–7 and Schedule 1). Subsequent amendments and repeals have mostly been technical, consequential or implementation-focused (for example, aligning definitions with the Corporations Act, updating building/planning references, and clarifying references to the SECV) rather than expanding the Act to new policy areas. The Act still centrally operates as a project‑specific statutory contract with investor protections, assignment controls and limited public disclosure. Changes such as the 2024 provision clarifying references to the SECV (s 3A) and other amendments adjust governance and interpretation but do not materially broaden the original subject‑matter scope."},"complexity_factors":["Extensive Schedule 1 (State Agreement) with many defined terms and multi-part contractual structure (Joint Venture Agreement, Power Supply, Coal Supply, Completion of Construction, Operating & Maintenance, Sale of Assets, Miscellaneous Services).","Multiple cross-references to other Victorian and Commonwealth Acts (Freedom of Information Act 1982, Building Act 1993, Planning and Environment Act 1987, Crown Proceedings Act 1958 and others).","Clause-heavy commercial drafting in Schedule 1 with conditional logic (conditions precedent, waivers, reasonable‑person standards for Ministerial consents).","Complex assignment and security regime requiring Ministerial consent and deed covenants for mortgagees/assignees (Schedule 1 cl 6).","Non-discrimination clause with multiple limbs and carve-outs (Schedule 1 cl 4.5–4.7) — detailed fact‑sensitive tests on what counts as discriminatory acts.","FOI carve-outs that apply to specific categories of commercial information and create participant confidentiality obligations (s 34).","Provision that a State Agreement can modify inconsistent state law (s 8) — creates constitutional and administrative legal interactions to be watched.","Parliamentary oversight of variations with short revocation windows (s 9) — procedural but time-sensitive.","Several repeals and later amendments recorded in the Act’s history, increasing the need to check current text alongside amendment notes."],"plain_english_summary":"**What this law does (mechanically)**\n\n- Authorises the State (through the Minister) to enter into, ratifies and gives effect to the State Agreement set out in Schedule 1 (the contract that governs the sale, construction, operation and related arrangements for the Loy Yang B power station) (see sections 5–7 and Schedule 1).\n- Gives the State, Ministers, statutory bodies and local councils the power and duty to do what is necessary to implement the State Agreement (s 7(2)).\n- Provides that if any provision of the State Agreement is inconsistent with Victorian law, the State Agreement overrides that law to the extent of the inconsistency (s 8).\n- Allows the parties to vary the State Agreement by written agreement, but requires the Minister to lay any variation before Parliament and enables either House to revoke the variation within specified sitting days (s 9).\n- Limits who can enforce the State Agreement to the State, the parties to it, or their successors/assignees (s 10), and confirms that specific performance (a court order to carry out contractual obligations) can be enforced against the Crown (s 11).\n- Carves out certain commercially sensitive documents from the state Freedom of Information regime and places confidentiality obligations on participants (s 34).\n- Contains implementation adjustments for planning and building law in relation to the Loy Yang land and project where specified (ss 22 and 26).\n\n**Who it affects**\n\n- The State of Victoria and the Minister who acts for the State (through rights and obligations under the Agreement) (s 5, Schedule 1).\n- The State Electricity Commission of Victoria (SECV), the named private participants in the Schedule (entities forming the joint venture) and their successors or permitted assigns (Schedule 1 definitions & parties).\n- Ministers, statutory bodies, instrumentalities and local councils (because the Act requires them to assist implementation) (s 7(2), Schedule 1 clauses 4.1–4.4).\n- Mortgagees, assignees and financiers (because assignment and mortgage of rights under the Agreement are tightly controlled and often require Ministerial consent and deed covenants) (Schedule 1 clause 6).\n- The public (because parts of the Agreement can modify how state laws apply to the project and because some project documents are exempt from FOI) (s 8, s 34).\n\n**Why it matters (purpose claim and practical test)**\n\n- The Act states its purpose is to facilitate the sale of a substantial interest in Loy Yang B and to facilitate construction and operation of the power station (s 1). Mechanically, it does this by creating a binding State Agreement with detailed project contracts and by giving that Agreement legal primacy where it conflicts with Victorian law (s 8 and Schedule 1).\n\n- Costs and who pays: the private Participants are responsible for financing and operating the Project under the Project Agreements; the State commits to grant land interests and to make representations or procure permits and services where asked (Schedule 1 clauses 4.1–4.4). The State is not generally required to subsidise costs (clause 4.1(b) & 4.3(b)(ii) — the State will endeavour to procure but not pay).\n\n- Incentives and trade-offs: the Agreement offers contractual certainty to private investors (e.g. protections against discriminatory state/local action in clause 4.5 and priority where inconsistent with state law, s 8), which lowers regulatory risk for investors. That certainty is traded off against limits on public transparency (FOI carve-outs at s 34) and the State taking on obligations that constrain future legislative or administrative choices (subject to the express carve-outs in clause 4.6).\n\n- Implementation risk and compliance burden: effectiveness depends on Ministerial approvals and discretionary acts (for example approving forms of Project Agreements, consenting to assignments, determining necessary Crown land grants) and on the Participants meeting conditions precedent (Schedule 1 cl 2). Participants also bear administrative obligations (supplying copies, obtaining union agreements, complying with assignment covenants) (Schedule 1 cls 2, 3, 6).\n\n- Bureaucratic discretion: the Minister has significant regulatory control — approving Project Agreement forms, determining Crown land interests (clause 4.2), and consenting to assignments or prescribing deed formats for mortgagees and assignees (clause 6). Clause 12 requires that approvals/consents be given reasonably, but that standard leaves room for administrative judgment.\n\n- Effects on private enterprise and market relations: the Act enables private ownership and operation of a major generation asset and protects investors from discriminatory regulatory treatment by the State or local authorities (Schedule 1 cl 4.5). At the same time it constrains assignment and financing arrangements to protect the State's contractual expectations (Schedule 1 cl 6). The FOI exemptions reduce public scrutiny of financial models, pricing of options and certain management reports (s 34).\n\n- Concentrated benefits and diffuse costs: benefits (purchase revenues, long-term contractual payments and operational profits) accrue mainly to the Participants and their financiers; costs and constraints (reduced transparency, limits on future government/regulatory action) are borne by the public or future governments unless otherwise accounted for in the Agreement.\n\n**Key statutory mechanisms to note (with section references)**\n\n- Authorisation and ratification of the State Agreement: ss 5–6 and Schedule 1.\n- State and public bodies required to assist implementation: s 7(2); State undertakings in Schedule 1 clauses 4.1–4.5.\n- Primacy of the State Agreement over inconsistent Victorian law: s 8.\n- Variation mechanism and parliamentary oversight: s 9 (copy to Parliament; revocation window).\n- Enforcement limited to parties and the State; specific performance against the Crown permitted: ss 10–11.\n- Freedom of Information exemptions and participant confidentiality obligations: s 34.\n\nThis Act therefore creates a legally protected commercial framework for the sale, construction and long‑term operation of Loy Yang B, balancing investor protections and State commitments against limits on public disclosure and ongoing Ministerial discretion."},"summary":{"complexity_score":4,"scope_assessment":{"changed":false,"description":"Unable to assess scope change from original intent due to insufficient legislative text being provided. Only version history metadata was included in the source material — no substantive provisions, objects clauses, or amendment history could be analysed."},"complexity_factors":["Insufficient legislative text provided — only metadata and version history were supplied, preventing detailed analysis","Energy sector legislation typically involves complex commercial and regulatory arrangements","Intersection of corporate law, energy regulation, and potentially environmental obligations","1990s Victorian electricity privatisation context involves layered intergovernmental and commercial frameworks","Likely cross-references to other Victorian energy and corporatisation Acts of the era"],"plain_english_summary":"The Loy Yang B Act 1992 sets out the legal framework governing the Loy Yang B brown‑coal power station—its operation, ownership and financing—and likely facilitated transfer or corporate restructuring during Victoria’s early‑1990s electricity reforms. It primarily affects the station’s owners and workers, relevant government agencies, and Victorian electricity consumers and markets. The law is significant as part of the shift from government‑owned generation toward a privatised energy sector."},"issue_detection":{"absurdities":[],"contradictions":[]},"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"}},"importantCases":[],"_links":{"self":"/api/acts/loy-yang-b-act-1992","history":"/api/acts/loy-yang-b-act-1992/history","analysis":"/api/acts/loy-yang-b-act-1992/analysis","conflicts":"/api/acts/loy-yang-b-act-1992/conflicts","importantCases":"/api/acts/loy-yang-b-act-1992/important-cases","documents":"/api/acts/loy-yang-b-act-1992/documents"}}