EXPLANATORY MEMORANDUM

This Bill is promoted by the Whitehaven Harbour Commissioners ("the Commissioners") and W3M Charitable Foundation ("W3MCF").

W3MCF is a company limited by guarantee and established according to the laws of England whose objects include the promotion for the benefit of the public in England and Wales and in particular in the County of Cumbria of any charitable purpose including the provision of public facilities involving docks, ports and harbours. Whitehaven Development Company Limited and W3M (Trading) Limited are both wholly owned subsidiaries of W3MCF and those companies have carried out a number of projects involving the regeneration of Whitehaven harbour and its environs.

The Bill provides for the dissolution of W3MCF and its subsidiary companies and transfers to the Commissioners all the rights, properties, assets and obligations belonging to W3MCF and its subsidiary companies.

Clause 1 gives a short title for the intended Act and specifies that the intended Act shall come in force 30 days after it receives Royal Assent.

Clause 2 contains definitions of terms used in the Bill.

Clause 3 provides an operative day for the purposes of the Bill which will be a day to be determined by the Commissioners which will fall in the period beginning on the date on which the intended Act comes into force and ending six months after that date.

Clause 4 provides for W3MCF and its subsidiary companies to be dissolved on the operative day.

Clause 5 provides for the transfer to and vesting in the Commissioners of all property, rights, interests, privileges and functions of W3MCF and its subsidiary companies subject to protecting the interests of the Big Lottery Fund. The clause also provides for all property, rights, interests, privileges and functions so transferred to be used or exercised by the Commissioners solely for the purposes of the improvement, maintenance and management of the harbour for the public benefit, and as part of the Commissioners' harbour undertaking.

Clause 6 provides for the transfer and attachment to the Commissioners of all debts and obligations of W3MCF and its subsidiary companies other than those relating to any debenture or legal charge created by W3MCF or its subsidiary companies over any assets of any of those companies for the benefit of the Big Lottery Fund. On the operative day, any such debenture or legal charge will be discharged and cease to have any effect and on and from that day those assets will be held by the Commissioners free from any liability formerly arising under any such debenture or legal charge.

Clause 7 contains saving provisions for agreements and other matters (including actions and proceedings and causes of actions or proceedings), existing or pending in favour of or against W3MCF and its subsidiary companies immediately before the operative day so that the Commissioners will become a party to such agreement or matter in place of W3MCF and its subsidiary companies.

Clause 8 provides for every member of staff of W3MCF and its subsidiary companies (other than a non-executive director) to become a member of staff of the Commissioners in accordance with the Transfer of Undertakings (Protection of Employment) Regulations 2006; and to have continuity of employment.

Clause 9 allows W3MCF and its subsidiary companies to produce final accounts which are for a period greater than one year ending on the operative day.

Clause 10 provides protection for the Big Lottery Fund and any statutory or other successor to their functions, provides that the Commissioners shall hold and use the project assets for the public benefit and prohibits the Commissioners from selling or otherwise disposing of any interest in any of the project assets (including the assets specified in the Schedule to the Bill) to be transferred to or vested in the Commissioners by virtue of clause 5 of the Bill without the written consent of the Big Lottery Fund. In giving their consent the Big Lottery Fund may require the Commissioners to pay to the Big Lottery Fund a sum equal to not more than one half of the net proceeds of disposal.

EUROPEAN CONVENTION ON HUMAN RIGHTS

In the view of the Whitehaven Harbour Commissioners and W3M Charitable Foundation the provisions of the Whitehaven Harbour Bill are compatible with the Convention rights.