The Act is built around a small set of legal-conceptual mechanisms: statutory validation of agreements, trust governance and transfer controls, statutory amendment by special resolution, judicial authorisation of reconstructions, fiscal treatment of unit conversions, exemption from other statutory consent regimes for trustee dealings, and bespoke mortgage treatment for a named lease.

Key concepts and how they operate under the text:

• Statutory instrumentality: Sections 5-6 convert an agreement "substantially in accordance with" schedule 1 into a statutory instrument by authorising the Premier to make it and by declaring that, on making, its provisions have the force of law as if enacted (s 6(1)). The operative legal effect is not simply executive approval but statutory force equivalent to legislative enactment, subject to proclamation of the date (s 6(2)).

• Definitions and incorporated documents: Section 7 supplies critical definitions (trustee, manager, trust deed, Queensland Coal Trust, reconstruction provisions). The trust deed identified in s 7 is the deed dated 12 January 1984 between named corporate parties, expressly approved under the Companies (Queensland) Code. The Act repeatedly refers to trust deed clauses (for example part 5A, clause 5A.5.3, clauses 5A.8-5A.9.5 and cl 5A.1) without reproducing their text, meaning interpretation often depends on consulting the trust deed itself.

• Consent/transfer controls: Section 9 imposes a threshold rule: acquiring units that would raise a person’s entitlement above 20% (or, if between 20% and 90%, increase their percentage) requires Governor in Council consent. The control is framed in terms of entitlement under the trust deed and treats associated persons jointly (s 9(5)). If an acquisition contravenes s 9(1) and is not approved, the Minister, with Governor in Council authority, may direct the manager to give effect to certain trust-deed clauses (s 9(2)-(3)). Importantly, a person who acquired units in contravention of s 9(1) cannot avoid the transaction nor claim refund of moneys under it (s 9(6)), so the statutory response is remedial rather than criminal or automatically voiding.

• Manager duties and investigatory powers: Section 10 empowers the manager, before or after allotment or registration, to ask the prospective or registered holder whether the acquisition complies with s 9(1), and the person must answer in writing (s 10(1)). If the manager reasonably believes there was contravention, the manager must notify the Minister in writing with particulars (s 10(3)). That creates an administrative monitoring duty on the manager with an obligation to escalate suspicions.

• Reconstruction amendment and override: Section 10A allows certain amendments "substantially in accordance with" schedule 3 to be taken as validly made when approved by special resolution of unitholders and executed by trustee and manager in a supplemental deed; the reconstruction provisions so created must be published in the gazette (s 10A(1)-(2)). Section 10B then provides that arrangements approved under those reconstruction provisions bind trustee, manager and all unitholders notwithstanding sections 9 and 10 or any provision of the trust deed. This is an express statutory override of the acquisition controls and some trust-deed provisions for the class of arrangements described as reconstruction provisions.

• Court implementation and supervision: Section 10C gives the Court (Supreme Court) power, after publication, to convene meetings, approve a proposed arrangement, and make ancillary orders necessary to give effect to a reconstruction (s 10C(1)-(2)). These orders include issuing or allotting shares in place of units, cancelling units, issuing units to companies, and making provision for dissenting persons.

• Fiscal treatment: Section 10D requires that where an arrangement is given full effect under s 10B, the company that is to have units issued to it must, on first issue or cancellation of a unit under the arrangement, pay an amount determined by Governor in Council on Treasurer’s recommendation to the consolidated fund; that sum is a debt to the Crown. The payment is deemed to be a payment of duty under the Stamp Act 1894 s 56B or Duties Act 2001 ch 2 pt 8 and can be offset against duty otherwise chargeable in respect of the issue/cancellation (s 10D(1)-(2)). The Act therefore creates a discrete fiscal step in reconstructions while providing for duty offsetting.

• Harbours Act deeming and publication: Section 11 treats each agreement in schedule 2 parts A-D as having Governor in Council approval for Harbours Act purposes and removes the operation of s 136A(4) and (5) of that Act in respect of those agreements. The Gladstone Harbour Board must publish notification of the date of making in the gazette (s 11).

• Mortgage carve‑out: Sections 12-13 treat special lease No. 43090 uniquely. They define "holder" and allow a holder to execute a memorandum of mortgage over their interest as a tenant in common notwithstanding Land Act 1962 provisions (s 13(1)). The Land Act mortgage provisions are made to apply, with necessary substitutive readings (s 13(2)), but subsection (3) clarifies that mortgagee rights to enter and take possession under the Land Act 1994 are not to be read as conferring greater rights than those of the holder under the mortgage.

These concepts operate together to permit controlled change in ownership structure of the Queensland Coal Trust (including potential conversion to corporate ownership of units), to regulate and monitor transfers, to create an expedited statutory route for reconstructions that can displace normal transfer controls, to channel implementation through the Supreme Court where necessary, and to fix fiscal consequences. The Act repeatedly cross-references the trust deed and specified clauses; meaningful application requires reading the trust deed clauses the Act refers to.

The Act creates obligations and rights that directly affect several named and broad classes of actors. List of primary affected parties and how the Act touches them.

• The State executive and Governor in Council: The Premier is authorised to enter the agreement in schedule 1 on behalf of the State (s 5). The Governor in Council is given consent and approval functions: authority to approve acquisitions under s 9(1), to authorise Minister actions under s 9(2), to determine the amount payable under s 10D on Treasurer’s recommendation, and, implicitly, to approve agreements under s 11 (deeming under Harbours Act). These are decision nodes concentrated at executive government level.

• Trustee, manager and unitholders of the Queensland Coal Trust: The trust deed and trust instruments are directly incorporated. The trustee and manager named in s 7 are central: the manager has specific investigatory and reporting duties (s 10) and is empowered to act where directed by the Minister under s 9(2)-(3). Unitholders are affected by acquisition restrictions in s 9 (entitlement thresholds at 20% and increases in percentage when between 20% and 90%), by the deeming of reconstruction amendments once enacted (s 10A) and by s 10B which binds all registered or entitled holders to arrangements approved under reconstruction provisions. Unitholders who dissent are subject to Court-ordered provision for dissenters under s 10C(2)(d), which means their exit or compensation rights will be shaped by Court process.

• Prospective acquirers and associated persons: Any person or persons contemplating acquiring units must consider s 9’s consent requirements. The Act counts associated persons together under s 9(5) with reference to part 5A of the trust deed. Acquirers who exceed thresholds without consent may be exposed to administrative remedies; they cannot avoid the transaction or recover moneys under it (s 9(6)), and the Minister can direct a manager to impose trust-deed consequences (s 9(2)).

• Manager’s counterparty respondents: Persons asked by the manager under s 10(1) must answer inquiries in writing. That creates an immediate compliance obligation on purchasers, transferees and transferrers.

• Companies participating in reconstructions and their shareholders: A company that is to receive units under a reconstruction arrangement will be required to pay an amount to the consolidated fund as determined by Governor in Council (s 10D(1)). That company will also be the subject of Court orders under s 10C where conversion of units to shares is ordered. The Act therefore affects capital structure decisions of companies that propose to substitute shares for units.

• Gladstone Harbour Board and counterparties to schedule 2 agreements: The Board must publish the date of each agreement made under schedule 2 in the gazette (s 11(2)). Counterparties to those schedule 2 agreements are affected because the agreements are expressly treated as having Governor in Council approval for Harbours Act purposes and are exempted from s 136A(4) and (5) of the Harbours Act (s 11(1)). That changes the statutory approval landscape for those particular agreements.

• Holders of special lease No. 43090 and mortgagees: The holder of an interest as tenant in common in the special lease may execute a memorandum of mortgage over that interest in the prescribed form (s 13(1)). Mortgagees and prospective lenders are affected because the mortgage will be treated largely as a Land Act mortgage (s 13(2)), but with a statutory clarification that mortgagee rights of possession under the Land Act 1994 do not expand the mortgagee’s contractual rights beyond the holder’s rights (s 13(3)).

• The Court system: The Supreme Court is expressly empowered to supervise and order implementation steps for reconstruction arrangements (s 10C). This places potential new case loads before the Court in relation to meetings, approval of arrangements, substitutions of securities, cancellation and issues of units and shares, and provision for dissenters.

• Fiscal authorities: The Treasurer and Governor in Council are implicated in determining the payment amount under s 10D; revenue accounting and the consolidated fund receive a debt arising from reconstruction operations.

Diffusely affected parties include statutory bodies or local governments whose consent or approval might otherwise be required for dealings by a trustee. Section 8 exempts certain trustee dealings from requiring such consent, so those regulators may find their usual approval channels unavailable for transactions involving trust-held property.

In sum, the Act mainly affects the trust ecosystem (trustee, manager, unitholders), government decision-makers (Premier, Minister, Governor in Council, Treasurer), companies participating in restructures, the Gladstone Harbour Board’s contractual universe, mortgagees in respect of a named lease, and the Supreme Court. The practical legal consequences for each party depend on trust-deed details cited by the Act (not reproduced in full), the precise terms of the schedules, and the exercise of executive and judicial discretions authorised by the Act.

The Act establishes specific duties, investigatory powers, consent rights and statutory entitlements. Below are the operative duties and rights with statutory citations.

Duties placed on the executive and officials

• Premier: Duty/authorisation to make the agreement in schedule 1 on behalf of the State (s 5). The Premier does not carry procedural duties in the text beyond executing the agreement, but the making triggers statutory force (s 6).

• Governor in Council: Exclusive consent role for acquisitions that would increase unit entitlement over the 20% threshold or increase an existing 20-90% holding (s 9(1)); authorising the Minister’s power to direct managers under s 9(2); determining the amount payable to the consolidated fund under s 10D on Treasurer’s recommendation.

• Minister: Where an acquisition contravenes s 9(1) and Governor in Council approval has not been granted, the Minister may, with Governor in Council authority, direct the manager to give effect to specified trust-deed clauses (s 9(2)). The Minister thus has a delegated enforcement/rectification power.

Duties and powers of the manager/trustee

• Inquiry duty: The manager may inquire of a person registered or to be registered whether the acquisition complies with s 9(1) (s 10(1)). That inquiry is mandatory before or after allotment or registration (the manager "may" inquire but s 10(2) requires inquiry if manager believes or suspects contravention).

• Obligation to obtain written answer: The person asked must answer the inquiry in writing (s 10(1)). That imposes a documentary obligation on transferees.

• Notification duty: If the manager believes or suspects on reasonable grounds that an acquisition contravenes s 9(1), the manager must, in writing, notify the Minister with particulars (s 10(3)). That creates an escalation channel.

• Power to act under direction: If the Minister gives a signed notice under s 9(2), the manager is empowered to implement trust-deed clauses (s 9(2)-(3)) and must comply (s 9(3)). The Act grants a manager specific statutory authority to alter registration/allotment outcomes pursuant to trust-deed clauses when directed.

• Limited liability: The Act expressly states that nothing in s 9 renders the manager or any trustee liable or responsible by reason of any person acquiring units in contravention of s 9(1) (s 9(4)). That is a protective rule reducing manager exposure for prior unlawful acquisitions by third parties.

Rights and controls for unitholders and prospective acquirers

• Consent right: The Governor in Council’s consent is a necessary condition for certain acquisitions (s 9(1)). This is a statutory gate on transfers that would increase control stakes.

• Non-voidability of transactions: An acquirer that contravenes s 9(1) cannot avoid the transaction nor claim moneys back (s 9(6)). That indicates the Act uses remedial administrative tools rather than invalidation to address breaches.

• Associated persons aggregation: The calculation of entitlement counts associated persons as having acquired the whole number of units for s 9 purposes (s 9(5)). This alters how concentration thresholds are calculated and potentially expands the scope of the consent requirement.

Reconstruction amendment regime

• Special resolution mechanism: The Act permits amendments to the trust deed substantially in accordance with schedule 3 to be taken as validly made when approved by special resolution and executed by trustee and manager in a supplemental deed (s 10A(1)). The trust deed is thus capable of being amended by unit-holder vote subject to statutory validation.

• Gazette publication: The reconstruction provisions and their approval date must be published in the gazette (s 10A(2)). Publication creates a public record and is a legal precondition for Court powers in s 10C.

• Binding effect override: Any arrangement proposed by the manager and approved in accordance with the reconstruction provisions is binding on trustee, manager and all persons registered or entitled to be registered as holders notwithstanding s 9 and s 10 or any provision of the trust deed (s 10B). That is an express right of the manager and unitholders (via special resolution) to override otherwise applicable acquisition controls and deed provisions.

Court powers and dissenting unitholders

• Court approval and implementation powers: After gazettal, the Court may convene meetings, approve proposed arrangements, and make further or ancillary orders as it thinks fit (s 10C(1)). On approval, the Court may make orders necessary to ensure full and effective carrying out of the arrangement, including issuing or allotting shares in substitution for units, cancelling units, issuing units to companies, and provision for dissenters (s 10C(2)(a)-(d)). The Court therefore holds supervisory and implementation rights.

Fiscal duties

• Company payment: Where an arrangement is implemented under s 10B, the company to which units are to be issued must, on the first issue or cancellation of a unit under the arrangement, pay an amount determined by Governor in Council on Treasurer’s recommendation to the consolidated fund; this amount is a debt due to the Crown (s 10D(1)).

• Duty deemed and offset: That amount is deemed a payment of duty under specified stamp/duties law and can be offset against duty otherwise chargeable for the issue/cancellation (s 10D(2)). The Act therefore imposes an upfront fiscal obligation with a mechanism for offset in accordance with stamp/duties law.

Harbours Act interactions and duties

• Deeming of approval: Agreements in schedule 2 parts A-D are treated as having Governor in Council approval for Harbours Act purposes and are exempt from s 136A(4) and (5) of that Act (s 11(1)). The Gladstone Harbour Board must publish the date of making in the gazette (s 11(2)).

Special lease mortgage rights

• Mortgage execution right: A holder of an interest as tenant in common in special lease No. 43090 may execute a memorandum of mortgage over the interest in the prescribed Land Act form or equivalent without breaching the special lease for being less than whole-of-holding (s 13(1)).

• Land Act mortgage treatment: Land Act mortgage provisions apply to such mortgages with necessary interpretive substitutions; references to ‘holdings’ are to be read as to the holder’s interest (s 13(2)).

• Limitation of mortgagee rights: The rights of a mortgagee to enter and take possession under the Land Act 1994 must not be read to confer greater rights than those of the holder under the mortgage (s 13(3)).

Duties on respondents to manager inquiries

• Written response: Persons asked by the manager under s 10(1) must answer in writing; failure to do so would be non-compliance with a statutory inquiry duty, exposing them to subsequent administrative steps by the manager and Minister.

In short, the Act creates a matrix of decision rights (Governor in Council, Minister, manager, Court), investigatory duties (manager inquiries and notification), protective statutory rights and immunities (manager immunity), conversion and binding mechanisms for reconstructions (special resolution, deed supplemental, gazettal, Court orders), and a discrete fiscal charge tied to reconstructions. Many operative duties refer back to the trust deed for definitions and measuring entitlement, so parties must consult the trust deed clauses the Act cites when applying these statutory duties and rights.

The Act principally enforces its rules through administrative directions, statutory immunities, court supervision and fiscal obligations rather than by prescribing criminal offences or civil fines in the text provided. Below are the enforcement mechanisms and the practical penalties or remedies the Act creates.

Administrative enforcement and remedies

• Governor in Council consent gate and Ministerial directions: The primary constraint on acquisitions is regulatory: s 9 prohibits certain acquisitions without Governor in Council consent. Enforcement for contraventions is administrative. If an acquisition contravenes s 9(1) and the Governor in Council has not approved it, the Minister, with Governor in Council authority, may direct the manager to give effect to clauses 5A.8 to 5A.9.5 of the trust deed (or relevant parts) as if the acquisition were an infringement of clause 5A.1 (s 9(2)). When the manager receives such a notice, the manager must comply in all respects (s 9(3)). That direction-based regime is an enforcement lever: the Minister can effectively require remedial steps under the trust deed administered by the manager.

• Non-voidability: The Act removes a common legal remedy by saying an acquirer who acquired units in contravention of s 9(1) shall not be entitled to avoid the transaction nor to claim refunds of moneys paid under it (s 9(6)). This reduces private-law remedies of rescission or restitution for contravening purchasers and shifts the remedy towards administrative correction under trust-deed machinery. The practical penalty to contravenors is therefore potential imposition of trust-deed consequences rather than nullification of the transaction.

Manager reporting and statutory duties

• Manager’s notification requirement: Section 10(3) requires the manager, upon reasonable belief or suspicion of contravention, to notify the Minister in writing with particulars. Failure by the manager to perform this statutory duty could raise governance or fiduciary issues (though s 9(4) expressly limits manager liability for persons acquiring in contravention), and may invite administrative scrutiny or the exercise of ministerial powers.

Judicial enforcement and implementation

• Court orders under reconstruction regime: Section 10C allows the Supreme Court, after publication of the reconstruction provisions and approval date, to convene meetings, approve proposed arrangements, and make orders necessary to effect an arrangement, including issuing shares, cancelling units, issuing units to a company, and providing for dissenters (s 10C(1)-(2)). The Court’s orders provide coercive civil enforcement: where reconstruction is approved under the statutory route, the Court can impose legal steps binding on parties to give effect to the arrangement.

Fiscal enforcement

• Payment as a debt to the Crown: Section 10D makes payable an amount determined by Governor in Council on Treasurer’s recommendation by the company receiving units under a reconstruction arrangement; that amount is a debt due to the Crown (s 10D(1)). A debt to the Crown has conventional enforcement pathways (debt recovery, potential registration and collection mechanisms), and the Act treats the payment as a deemed duty under specified Acts with offset (s 10D(2)). The practical effect is an immediate fiscal obligation that must be discharged to the Crown; failure to pay could expose the company to debt-collection and statutory remedies of the Crown.

Absence of express criminal penalties

• No express fines or imprisonment provisions: The Act does not, in the text provided, create specific criminal offences, monetary penalties, or administrative fines for contravention of the acquisition prohibition or for failure to comply with manager inquiries. Enforcement instead rests on the Minister’s power to direct manager action, judicial orders, and fiscal obligations. That is a structural design choice: coercive legal steps are exercised by executive or judicial authorities rather than through penal sanctions in the Act itself.

Protections and immunities

• Manager immunity for prior unlawful acquisitions: Section 9(4) expressly states nothing in s 9 renders the manager or any trustee liable or responsible because any person acquired units in contravention of s 9(1). That limits enforcement exposure for managers and trustees for conduct by third parties, focusing enforcement against acquirers via remedial directions and court orders rather than against managers.

Practical enforcement consequences

• For contravening acquirers: likely practical penalties are ministerially‑directed corrective measures under the trust deed, the risk of compulsory alterations to holdings under manager-implemented trust clauses, and possible obligations under Court orders where reconstruction regimes are engaged. There is also reputational and contractual risk.

• For companies participating in reconstructions: the primary enforcement exposure is fiscal,payment to consolidated fund determined by Governor in Council as a debt; failure to make that payment would expose the company to standard Crown debt remedies and potential block on completing the conversion steps.

• For managers: statutory duties to inquire and report create compliance and governance obligations; however the Act contains immunity language limiting liability for prior contraventions by third parties.

In sum, enforcement under this Act is mostly administrative, civil and fiscal. The Minister and Governor in Council have remedial powers; the Court has supervisory and coercive civil ordering powers; fiscal obligations are treated as debts to the Crown. The Act does not, on its face, create criminal penalties or statutory fines for contraventions of s 9, but it creates binding remedial mechanisms and financial obligations that function as enforcement levers.

This Act cross‑references and modifies the operation of several other statutes and instruments. The interactions are both enabling , by validating steps that might otherwise be invalid , and limiting, by exempting certain statutory consent regimes from applying. The key cross‑statutory interactions are below, with section citations.

Interaction with the trust deed and Companies (Queensland) Code

• Trust deed incorporation and reliance: Section 7 defines "trust deed" as the deed dated 12 January 1984 between named corporate parties and notes the Companies (Queensland) Code approval (s 7). Many provisions in the Act refer back to clauses in that trust deed (for example part 5A clauses mentioned in s 9 and s 9(2)). The Act therefore supplements or modifies the operation of the trust deed by providing statutory authority for particular managerial actions and by validating specified amendments under s 10A.

• Definitions dependent on trust deed: Calculation of unit entitlement for s 9 purposes is to be determined in accordance with clause 5A.5.3 of the trust deed (s 9(7)). The Act therefore relies on the trust deed’s internal definitions to operationalise statutory restrictions; legal interpretation therefore requires reading the trust deed alongside the Act.

Interaction with Harbours Act 1955

• Deeming approvals for schedule 2 agreements: Section 11 states that each agreement substantially in accordance with the form and parties named in schedule 2 parts A-D shall, for Harbours Act purposes, be deemed to have Governor in Council approval by order in council and that s 136A(4) and (5) of the Harbours Act shall not apply in respect of that agreement (s 11(1)). The Gladstone Harbour Board must publish the date of making in the gazette (s 11(2)). Functionally, this Act overrides or sidesteps the normal Harbours Act approval machinery for those particular agreements listed in schedule 2, replacing it with a statutory deeming and a gazettal publication requirement.

Interaction with the Land Act 1962 and Land Act 1994

• Mortgage of special lease interest: Section 13 allows a holder of an interest as a tenant in common in special lease No. 43090 to execute a memorandum of mortgage in the form prescribed under the Land Act 1962 (s 13(1)). Subsection (2) makes the Land Act 1962 mortgage provisions applicable to such a mortgage, with references to "holdings" to be construed as references to "interest as a tenant in common in the special lease". Subsection (3) clarifies that rights of a mortgagee to enter and take possession under the Land Act 1994 are not to be construed as conferring greater rights than those of the holder. Thus the Act creates a carve‑out allowing part‑holding mortgages while constraining mortgagee rights to the holder’s position.

Interaction with stamp/duties law (Stamp Act 1894 and Duties Act 2001)

• Deemed duty payment and offset: Section 10D requires a company receiving units under a reconstruction arrangement to pay an amount to the consolidated fund determined by Governor in Council on Treasurer’s recommendation; that amount is a debt to the Crown (s 10D(1)). Subsection (2) declares that the amount paid is deemed a payment of duty for the purposes of the Stamp Act 1894, s 56B or the Duties Act 2001, ch 2 pt 8, and allows an offset of that amount against duty otherwise chargeable for the issue/cancellation of units under the arrangement (s 10D(2)). The Act therefore links reconstruction transactions to the State’s stamp/duties architecture while providing an offset mechanism under those Acts.

Interaction with the Supreme Court and general civil procedure

• Court implementation powers: Section 10C gives the Supreme Court jurisdiction to convene meetings, approve reconstructions and make ancillary orders to ensure an arrangement is fully and effectively carried out (s 10C(1)-(2)). Those judicial powers will be exercised within the Court’s existing civil procedure framework, but the Act provides statutory bases for particular forms of orders (issuance/cancellation/substitution of securities, provision for dissenters).

Interaction with other consent/approval regimes

• Exemption for trustee dealings from other-act consents: Section 8 provides that where the trustee holds property or authority and a consent or approval of a Minister, statutory body, local government or other person would otherwise be required by any Act (other than this Act) for acquisition, transfer or dealing affecting a unit, that consent or approval is not required for such an acquisition, transfer or dealing. This is a direct statutory exemption from other Acts’ consent requirements for trustee dealings, narrowing the regulatory touchpoints for those transactions and potentially displacing other statutory protections. The exemption does not apply to this Act itself.

Consequences of these interactions

• The Act both supplants and complements other laws. It permits certain treaty-like contractual forms (schedules) to be treated as if they had executive approval under the Harbours Act; it validates certain trust-deed amendments notwithstanding "any other law" (s 10A(1)); it subjects some transactions to fiscal treatment under stamp/duties law but allows an offset; and it allows mortgages over partial interests in a named special lease by adapting Land Act mortgage rules.

• Because the Act repeatedly defers to the trust deed for definitions and operational clauses, parties must read the trust deed and the cited clauses in parallel with the Act to understand the practical interaction with other laws. Where the Act removes the need for other consents (s 8) or declares statutory overrides (s 10A and s 10B), those interactions change the compliance landscape for regulators, local governments and third-party consent holders.

In short, the Act creates a network of statutory exceptions, validations and cross‑references that reconfigure how trust governance, harbour agreements and a particular landholding interact with the existing legislative framework. Parties should map the Act’s provisions to the trust deed and to the specific external Acts named (Harbours Act 1955, Land Act 1962/1994, Stamp Act 1894/Duties Act 2001) when assessing legal obligations and costs.

The source text contains explicit amendment annotations indicating legislative updates. The following lists the amendments, insertions and omissions recorded in the Act text, citing the sections as annotated.

• Omissions in Part 1: Sections 2-4 show editorial notes "s 2 amd 1988 No. 38 s 4 om 1 July 1995 RA s 36", "s 3 om 1 July 1995 RA s 37", "s 4 om 1 July 1995 RA s 40". These annotations indicate that ss 2-4 were amended or omitted at various points, with a 1988 amendment and omissions effective from 1 July 1995 as recorded in the reprints (RA) notes. The substantive content of those omitted sections is not present in the provided text.

• 1988 insertions and amendments related to Pt 4: Several provisions in Pt 4 were either inserted or amended by 1988 legislation (No. 38). The annotations show:

  • s 7: definitions , "s 7 def court ins 1988 No. 38 s 5 (a)", "manager ins 1988 No. 38 s 5 (b)", "reconstruction provisions ins 1988 No. 38 s 5 (c)". This indicates that the court, manager and reconstruction provisions definitions were inserted in 1988.
  • s 8: "s 8 amd 1988 No. 38 s 6" shows s 8 was amended in 1988.
  • s 10A: "s 10A ins 1988 No. 38 s 7" signals that s 10A (amendment of trust deed to provide for certain reconstruction) was inserted in 1988.
  • s 10B: "s 10B ins 1988 No. 38 s 7" and s 10C: "s 10C ins 1988 No. 38 s 8" indicate further insertions in 1988, creating the reconstruction override and Court powers.
  • s 10D: "s 10D ins 1988 No. 38 s 8" indicates s 10D was inserted in 1988 as well.

• 1994 amendment related to Land Act provisions: Section 13 shows amendment notes "s 13 amd 1994 No. 81 s 527 sch 5". That indicates s 13 was amended in 1994 by Act No. 81, s 527, schedule 5, adjusting the mortgage provisions and cross-references to the Land Act 1994.

• 2001 amendment related to stamp/duties law: Section 10D records "amd 2001 No. 71 s 551 sch 1". This indicates an amendment in 2001 aligning the stamp/duties cross-reference to the Duties Act 2001, chapter 2 part 8, and retaining the Stamp Act 1894 s 56B reference (s 10D(2)). The amendment reflects statutory evolution of the duties framework.

• Multiple editorial repetition lines: The source reprints several subsections with repeated text blocks and editorial annotations showing the same subsection repeated with bracketed notes (for example repeated text under s 5 and s 6). These reprint annotations reflect consolidation formatting rather than substantive change.

What the amendment history indicates about the Act's evolution

• The significant structural additions occurred in 1988 (No. 38), when definitions, the reconstruction amendment mechanism (s 10A), the reconstruction override (s 10B), Court powers (s 10C) and stamp/duty provisions (s 10D) were inserted. That suggests a post‑1984 legislative program to provide a statutory route for restructuring the Queensland Coal Trust and to add judicial and fiscal implementation mechanisms.

• The 1994 amendment to s 13 aligns the Act to the Land Act 1994 regime, suggesting legislative housekeeping to ensure the special lease mortgage provisions remain consistent with modernised land law.

• The 2001 amendment updated the fiscal cross-reference to reflect the replacement or supplementation of the Stamp Act by the Duties Act 2001, ensuring tax/duty treatment of reconstructions remained coherent with current duties law.

• The omissions and editorial changes in ss 2-4 effective 1 July 1995 reflect reprint or repeals of preliminary provisions that are not reproduced here. The reprint annotations indicate careful legislative maintenance and realignment of the Act as other statutes changed.

For practical use, practitioners must consult the consolidated Act as current (including the 1988 insertions, 1994 and 2001 amendments) and confirm any subsequent amendments after the dates recorded here. The Act’s reliance on other Acts that have been modernised (for example the Duties Act 2001 and the Land Act 1994) explains the timestamps in the amendment history.

The provided text contains no reported cases or judicial decisions; it does not name any litigation. There is therefore no litigation history recorded within the source itself. However, the Act establishes several judicial processes and potential causes of action that could generate litigation, and those are useful to map as routes for future disputes or applications.

Potential litigation and judicial engagement routes under the Act

• Court supervision of reconstructions: Section 10C expressly contemplates Court involvement. After publication of the reconstruction provisions, the Supreme Court may, on application,

  • Convene meetings to consider a proposed arrangement.
  • Approve a proposed arrangement as provided by the reconstruction provisions.
  • Make further or ancillary orders needed to give effect to an arrangement.
  • Make orders for issue/allotment of shares in substitution for units, cancellation of units, issue/allotment of units to a company substituting for units, and for provision for dissenting persons (s 10C(1)-(2)).

  These powers create an express statutory pathway for contested reconstructions and dissent. In practice, disputes over the fairness of a reconstruction, adequacy of dissent provision, procedural rigour in convening meetings, or the interpretation of the reconstruction provisions could be litigated in the Supreme Court under the section.

• Disputes over manager power and ministerial direction: Section 9(2) allows the Minister, with Governor in Council authority, to direct the manager to give effect to certain trust‑deed clauses where an acquisition is in contravention. Litigation could arise about the scope of that direction, its validity, or the manager’s compliance. Section 9(4) limits manager liability, but litigation could still occur if trustees or managers assert immunities or seek declaratory relief.

• Disputes about acquisition threshold calculation and associated persons: Section 9 references entitlement calculations under clause 5A.5.3 of the trust deed and aggregates associated persons under part 5A. Questions about whether persons are associated, how entitlements are computed, or whether an acquisition contravenes s 9(1) invite judicial interpretation, particularly because the Act delegates definition to trust-deed clauses.

• Fiscal claims and recovery: Section 10D imposes a debt to the Crown payable by a company on first issue or cancellation of a unit pursuant to an arrangement. Litigation could arise if the company disputes the amount determined by Governor in Council on Treasurer’s recommendation, or if the Crown seeks to recover unpaid amounts. The Act treats the sum as a debt with deemed duty treatment, potentially generating revenue-recovery proceedings or judicial review of the administrative process used to determine the amount.

• Harbours Act deeming and third‑party challenges: Section 11 deems certain schedule 2 agreements to have Governor in Council approval and removes the operation of s 136A(4) and (5) of the Harbours Act for those agreements. Parties who would otherwise have had rights under the Harbours Act may seek judicial review or challenge the administrative exercise that led to, or relied upon, the deeming under this Act, especially where rights or properties are affected.

Why absence of named cases is not definitive

• The lack of litigation history within the source document does not mean the Act has never been the subject of judicial proceedings. The provided text is the statute; it does not include case annotations, reported decisions, or citations. To establish whether the Act has been litigated, practitioners must consult case law databases, Supreme Court and appellate decisions, and administrative law reports for proceedings invoking ss 9-10C (for example reconstruction approvals) or fiscal recovery under s 10D.

• Given the Act’s express conferral of Court powers over reconstructions, significant contested reconstructions would likely result in Court judgments setting precedents on how the Act’s provisions operate in practice. Those judgments are not embedded in the statute text.

For practical advice: assume litigation is a realistic possibility where reconstructions, threshold determinations, ministerial directions, or fiscal determinations are contested. Practitioners should search judicial databases for cases referencing this Act, the trust deed clauses the Act cites, and any litigation about schedule 2 agreements or special lease No. 43090 to capture the operative judicial interpretation. The statute itself provides the procedural pathway (s 10C) and the likely dispute nodes (s 9, s 10, s 10D) that would generate litigation.

The Act contains several practical traps and drafting-driven risks that practitioners must watch for. The following are concrete pitfalls grounded in the statute’s text and mechanics.

Deference to the trust deed without reproducing its clauses

• Many operational rules refer back to clauses of the trust deed (for example clause 5A.5.3 for entitlement calculations, clauses 5A.8-5A.9.5 to be given effect under ministerial direction in s 9(2), and cl 5A.1). The Act does not reproduce these clauses. Practitioners who rely on the Act without consulting the trust deed may miscalculate entitlements, misunderstand managers’ remedial powers, or misapply the acquisition thresholds. Always read the trust deed alongside the Act.

Associated persons aggregation expands acquisition scope

• Section 9(5) treats each of two or more associated persons who have acquired units as deemed to have acquired the whole number of those units for s 9 purposes. If “associated” is defined broadly in the trust deed (part 5A), small acquisitions by related entities or parties acting in coordination could aggregate to cross the 20% threshold. Structuring acquisitions through affiliated entities without careful analysis risks triggering the Governor in Council consent requirement unintentionally.

Manager inquiries create documentary exposures

• The manager may and, in some circumstances, must inquire whether an acquisition complies with s 9(1), and the person asked must answer in writing (s 10(1)). A written answer can be used later as evidence in administrative or judicial proceedings. Respondents sometimes underestimate the evidentiary import of written answers supplied under statutory compulsion.

Ministerial direction as a remedial lever but not an automatic reversal

• If a person acquires units in contravention of s 9(1), s 9(2) allows the Minister, with Governor in Council authority, to direct the manager to give effect to certain trust-deed clauses, but the Act does not automatically void the transaction or require repayment (s 9(6)). Buyers should note they cannot unilaterally rescind the transaction or claim refunds; the remedy is managerial/administrative (implementation of trust-deed consequences) rather than private-law rescission.

Reconstruction provisions can override statutory controls

• Once reconstruction provisions are approved by special resolution and executed as a deed supplemental in the form substantially in schedule 3, s 10A deems the trust deed amended and s 10B states arrangements approved under those reconstruction provisions are binding despite s 9, s 10 or any trust-deed provision. This means a reconstruction route can be used to circumvent the existing acquisition control architecture, but it requires procedural steps: special resolution approval, execution of supplemental deed, and gazettal (s 10A). Parties planning to use reconstruction must follow those steps strictly; otherwise the override effect will not arise.

Fiscal uncertainty: Governor in Council‑determined payment

• Under s 10D, the amount payable to the consolidated fund on first issue or cancellation of units pursuant to a reconstruction arrangement is to be determined by Governor in Council on the Treasurer’s recommendation. The Act leaves quantum to executive determination rather than prescribing a formula. Companies considering reconstructions face uncertainty around the Crown’s amount (though offset against duty is permitted). This creates an execution risk: a reconstruction could be practicable only if the company accepts an indeterminate Crown-determined payment.

Deeming of Harbours Act approvals displaces procedural rights

• Agreements listed in schedule 2 parts A-D are treated as having Governor in Council approval for Harbours Act purposes and are exempted from s 136A(4) and (5) of the Harbours Act (s 11). Third parties who would normally have consultation or approval rights under the Harbours Act may find those rights removed for the specific schedule 2 agreements, which can generate complaints, third‑party challenges, or public interest scrutiny.

Mortgagee rights are expressly constrained

• Section 13(3) stipulates that mortgagee rights to enter and take possession under the Land Act 1994 must not be construed as conferring greater rights than those of the holder. Lenders accepting a mortgage over a part interest in special lease No. 43090 must recognise their contractual remedies are limited by that statutory constraint and should consider additional security or covenants. Assuming full Land Act possession rights would be a mistake.

Manager immunity is not absolute operationally

• While s 9(4) says nothing in s 9 shall render the manager or any trustee liable or responsible by reason of any person acquiring units in contravention, that immunity is qualified to s 9. Managers still have statutory duties under s 10 to inquire and notify; a failure to perform those duties could raise fiduciary issues, regulatory scrutiny or litigation not directly covered by s 9(4). Managers should not treat s 9(4) as blanket immunity against compliance or governance negligence.

Court orders may reshape corporate capital structure

• Section 10C empowers the Court to order shares issued in substitution for units and cancellation of units. Parties contemplating reconstructions must be ready for Court-ordered structural changes and for provision for dissenters under s 10C(2)(d). The Court may exercise broad ancillary powers to ensure arrangements are fully and effectively carried out; reconstruction planning must anticipate judicial scrutiny and potential modifications.

Practical scheduling and publication requirements

• The Act conditions some powers on gazettal (s 6(2) for agreement date; s 10A(2) for publication of reconstruction provisions; s 11(2) for Gladstone Harbour Board notifications). Failure to publish in the gazette at the required times could delay or invalidate the triggering of Court powers or statutory deeming effects. Practitioners should calendar publication steps and retain evidence of gazettal.

In summary, the main practical gotchas are the need to consult the trust deed for operative definitions, aggregation of associated persons, documentary exposures from manager inquiries, the non‑voidability of contravening transactions, fiscal uncertainty under s 10D, constrained mortgagee rights for a named lease, and the procedural locks (special resolution, execution, gazettal, Court approval) necessary to make reconstructions binding. Map these risks against the trust deed, the schedules and the executive decision nodes before acting.

Compliance with this Act requires coordinated steps for different actors: managers and trustees, prospective acquirers, companies proposing reconstructions, Gladstone Harbour Board and holders of the special lease. Below are practical, source‑grounded compliance checklists and recommended procedures tied to the statutory provisions.

For managers and trustees (s 7, s 8, s 10, s 9(2)-(4))

• Maintain and be able to produce the trust deed and the specific clauses referenced in the Act (notably clause 5A.1, clause 5A.5.3, clauses 5A.8-5A.9.5) because the Act’s operation depends on those clauses. Ensure board minutes record that the trust deed and its operative clauses have been reviewed in the context of statute obligations.

• Before allotting units or registering transfers, exercise the power to inquire under s 10(1). If unsure whether an acquisition would contravene s 9(1), issue the written inquiry to the person registered or about to be registered and obtain a written answer as required. Retain the written response in the register as contemporaneous evidence.

• Where you, as manager, believe or suspect on reasonable grounds that an acquisition contravenes s 9(1), promptly provide the Minister with a written notification including particulars on which the belief or suspicion is founded (s 10(3)). Document the grounds and evidence supporting the belief to establish the reasonableness of the suspicion.

• If directed by the Minister under s 9(2), comply with the signed notice and implement the specified trust-deed clauses (s 9(3)). Ensure legal counsel reviews the directive and the trust-deed clauses to confirm appropriate implementation.

• Keep records that demonstrate compliance with s 8 exemptions where the trustee deals in units without needing third-party consents. Record the factual basis for any reliance on s 8: description of property held by trustee, the relevant external Act(s) whose consent is being dispensed with, and legal advice supporting the position.

For prospective acquirers of units (s 9, s 10)

• Before completing any acquisition, determine pre‑transaction whether the purchase would, immediately after acquisition, cause your entitlement to exceed 20% or increase your percentage if you already hold between 20% and 90% (s 9(1)). Use the trust deed’s clause 5A.5.3 to calculate entitlement as the Act requires.

• If the acquisition would cross the threshold in s 9(1), obtain Governor in Council consent before acquisition. Plan lead times for executive consent and budget for the political and administrative process.

• When a manager issues an inquiry under s 10(1), respond in writing as required. Do not ignore the written-answer requirement; silence may lead to escalation to the Minister and possible remedial action.

• Factor into contractual documentation the statutory rule that contravening acquisitions cannot be rescinded or refunded under s 9(6). Allocate risk in sale/purchase agreements and consider escrow or conditional completion tied to securing Governor in Council consent.

For companies contemplating reconstruction under s 10A-10D

• Obtain legal advice on designing any proposed reconstruction amendments in a form substantially in accordance with schedule 3, because s 10A validates amendments "substantially in accordance with" that schedule when approved by special resolution and executed by deed supplemental.

• Ensure strict compliance with the trust deed’s special resolution mechanism (s 10A(3) notes "special resolution has the same meaning as it has in the trust deed"). Follow all notice, quorum and voting requirements in the trust deed to avoid challenges. Retain detailed minutes and proof of vote.

• After unit-holder approval, execute a deed supplemental signed by the trustee and manager to effect amendments. Publish the reconstruction provisions and the date of approval in the gazette as required by s 10A(2). Keep proof of gazettal for subsequent Court applications under s 10C.

• Anticipate payment under s 10D: before issuing or cancelling units under the arrangement, seek engagement with the Treasurer or relevant Treasury officials to understand the likely amount the Governor in Council may determine. Budget for payment to the consolidated fund as a debt to the Crown and prepare to claim an offset against duty under the applicable duties law as s 10D(2) permits.

• Prepare to apply to the Supreme Court under s 10C for approval and ancillary orders. Assemble robust affidavit material demonstrating compliance with the reconstruction provisions, fairness to dissenters, and steps taken to publish in the gazette. Provide for dissenting unitholders in a manner that will satisfy the Court’s likely scrutiny.

For Gladstone Harbour Board obligations (s 11)

• For each agreement made in accordance with forms in schedule 2 parts A-D, ensure gazettal of the date of making is performed promptly and retain proof of publication (s 11(2)). The agreements are deemed to have Governor in Council approval for Harbours Act purposes, but the Board must document the basis on which it relied on this Act.

• Maintain records tying each schedule 2 agreement to the specific schedule part and parties named so that the Harbours Act deeming is traceable and defensible.

For holders of special lease No. 43090 and mortgagees (ss 12-13)

• If you are a holder wishing to mortgage your interest as tenant in common, execute the memorandum of mortgage in the form prescribed under the Land Act 1962 or to like effect (s 13(1)). Ensure the mortgage instrument expressly contemplates the holder’s interest only and does not purport to mortgage the entire holding if the holder does not possess that entire holding.

• Advise mortgagees that their possession rights are constrained: s 13(3) precludes construing Land Act 1994 entry and possession rights as expanding the mortgagee’s contractual remedies beyond those of the holder. Structure security packages accordingly, perhaps with additional corporate guarantees or other security interests.

Practical governance and documentation tips

• Retain contemporaneous records of all ministerial and executive communications, gazettal notices, trustee and manager corporate minutes, special resolution votes, and Court filings. These documents will be decisive in demonstrating compliance with procedural requirements and in responding to any challenge.

• Obtain written legal advice on whether any external consents are truly displaced by s 8 for trustee dealings. Where s 8 is invoked, document the factual and legal basis for relying on the exemption and consider pre-emptive notification to affected statutory bodies where practicable to reduce risk of later dispute.

• For transactions likely to engage s 9 thresholds or reconstruction steps, involve Treasury early to clarify potential s 10D payments and timing.

• Where Court orders under s 10C are anticipated, engage experienced Supreme Court counsel early, prepare detailed explanatory affidavits on the fairness and purpose of the reconstruction, deal with dissenters proactively, and plan for the mechanics of share or unit conversion, allotment and cancellation.

In short, compliance is procedural as much as substantive. Success depends on careful coordination of trust-deed mechanics, executive approvals, gazettal timing, judicial processes and fiscal planning. Parties should map each statutory step against the trust deed and maintain documentary trails to evidence compliance with the Act’s procedural conditions.