Francis Beaufort Palmer.

Company precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) online

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holder, dii'ected the introduction of the above clause.



Nomination
of directors.



Form 831. The first directors of the new coy shall be eight in number, and five
of them shall be nominated by the policy holders of the old coy at the
meeting to which this scheme is submitted for approval, and the other
three by the shareholders of the old coy at the meeting to be called to
approve of this scheme. National Insurance. Sanctioned in 1895 ; see
Form 831 in 6th ed. of this work, Part II., p. 684 ; and see Form 834,
clause 4, infra.



Form 832.

Sale to new
company.
Division of
cash and
debentures in
new company
amongst old
debenture
holders.



Moss Bay Hematite, &c. Coy, Limtd.

1 . A new coy shall be incorporated, &c. The first directors of the
new coy shall be nominated by the liqr of the old coy subject to the
approbation of the judge.

2. The liqr shall enter into an agreement with the new coy for the
transfer to the new coy, upon the footing and subject to the provisions
of this scheme, of all the assets of the old coy, including those mort-
gaged or charged, but excluding any uncalled capital of the old coy.

3. The holders of debentures of the old coy charged on the ppty
of the old coy shall, in respect of such debentures, be dealt with as
follows, that is to say : —

(a) The sum of 25,000/. in cash shall be provided for their benefit

out of the proceeds of the call of 3/. per share on the 17,122
ordinary shares of the old coy which has been made by order
of the Ct.

(b) Ninety-two thousand pounds A debentui-es of the new coy shall

be provided for their benefit.
And such cash and debentures shall be divided among them in pro-
portion to the amount owing to them resply by the old coy in respect
of such debentures, and they shall accept the same in full satisfaction
and discharge of such debentures, and the assets of the old coy shall
stand freed and discharged from all claims in respect of such deben-
tures, and the holders thof shall give-up to the new coy such debentures,
and if required by the new coy shall execute such releases and sur-
renders as the new coy may desire.

4. The unsecured creditors of the coy shall be dealt with as follows,
that is to say : —

(1.) The following amounts, namely: —

(a) TIio sum of 25,000/. shall bo provided (^;ffrz passu with the

25,000/. mentd in clause 3 hereof) out of the proceeds of the
sd call of 3/. per share which has been made by order of
the Ct ;

(b) TLo not proceeds arising from the salo of the shares in the



ARRANGEMENTS — FORMS. 719

Pacific Investment Coy, Limtd, and the Anstruther and St.
Andrews Railway, belonging to the old coy, wliicli sale shall
be made by the liqr of tlie old coy, with all convenient speed
after this scheme becomes binding ;
(c) Such part of the cash assets in the hands of the old coy or its
liqr, as with the above shall be sufficient to pay to the un-
secured creditors a dividend of l().y. in the pound on the
amount due to them resply,
shall be divided among the unsecured creditors of the old coy in pro-
portion to the amount due to them resply at the commencement of the
winding-up of the old coy.

(2.) In respect of the balance of the amount due as afsd to each of
the unsecured creditors of the old coy, the new coy shall issue to such
creditor a B. debenture or B. debentures of the new coy for securing
ppal moneys equal to the amount of such balance, but any fraction of
10/. shall be paid in cash out of the cash assets of the old coy.

(3.) The term "unsecured creditors" in this clause shaU be deemed
to include all the creditors (other than secured creditors) whose claims
have been certified by the chief clerk in the winding-up of the old coy,
and all those whose claims shall hereafter be so certified, and every such
creditor shall rank as a creditor for the amount so certified to be due to
him and no more.

5. The vmsecured creditors of the old coy shall accept the provi-
sions in their favour contd in this scheme in full satisfaction and dis-
charge of all their claims as against the old coy and the assets thof.

6. The A. debentures of the new coj shall be limited in amount to
100,000/. They shall carry interest as from the time when this scheme
becomes binding at the rate of 5 p.c. p. a., payable half-yearly on the
1st day of Jan. and 1st day of July, the first payment to be made on
the 1st day of July next. They shall be for 10/. each, or some multiple
of 10/. They shall be redeemable by annual drawings of not less than
5,000/. The A. debentures shall be secured as a first charge on the
undertaking of the coy and its uncalled capital for the time being,
subject, however, as regards the final call of 21. per share on the sd
17,122 ordinary shares in the new coy, to the prior charge thereon
given to the B. debentures.

7. The B. debentures shall be limited to such amount as may be
required for the purposes of paragraph (2) of clause 4 hereof. They
shall carry interest as from the time when this scheme becomes bind-
ing at the rate of 5 p.c. p. a., payable half-yearly on the 1st day of Jan.
and 1st day of July in each year, the first of such payments to be made
on the 1st of July next. The B. debentures shall be for 10/. each, and
shall be redeemed by annual drawings of not less than 2,500/. The B.
debentures shall be secured as a first charge on the final call of 2/. per
share on the sd 17,122 shares in the new coy, and as a second charge



720 AKKANGEMENTS — FORMS.

on the undertaking of the new coy and the rest of its uncalled capital
for the time being, that is to say — immediately after the first charge
in favour of the A. debentures. The A. and B. debentures shall resply
be framed in accordance with the forms in that behalf already approved
by the liqr.

8. Notwithstanding anything afsd, all creditors of the old coy, if any,
who by virtue of the Cos Act, 1888, or otherwise, are entitled to be
pd in full in priority to other debts shall be pd in full by the liqr out of
the assets of the old coy within fourteen days after this scheme becomes
binding, and clause 4 hereof shall not apply to such creditors.

9. The new coy shall take over and discharge all the debts, liabilities
and contracts of the liqr incurred in carrying on the business of the
old coy since the commencement of the winding-up thof.

10. The new coy shall pay all the costs and charges in connection
with the liquidation of the old coy and the promotion and formation of
the new coj, and the carrying of this scheme into effect.

11. The new coy shall allot to, or to the nominee or nominees of
each member of the old coy who within six weeks after being served
with such notice as is mentd in clause 12 hereof, shall require the
new coy so to do, one preference share in the new coy of 81. credited as
fully pd up, and one ordinary share in the new coy of 101. credited
as j)d up to the extent of 6/. in respect of each fully pd up ordinary
share of 20^. in the old coy held by such member.

12. The liqr shall within fourteen days after this scheme becomes
binding give notice in writing to each member of the old coy, stating
the number of shares in the new coy which he is entitled, pursuant
to this scheme, to have allotted to him, or his nominee or nominees,
and the amount per share to be credited as jid up thereon, and the
period within which an applicon in writing for the allotment must be
sent to the new coy.

13. As soon as conveniently may be after this scheme becomes bind-
ing, the old coy and its liqr shall resply execute and do all such assur-
ances and things as the new coy may reasonably require for vesting in
the new coy the assets of the old coy, the same in case of difference to
bo settled by the Ct, but so long as any of the debts and liabilities of
the old coy (other than its debenture securities), or of the costs, charges,
and expenses afsd remain unpaid, the liqr is to be at liberty to retain
an equivalent part of the sd assets by way of security.

14. All further proceedings in the action of the Cumberland Unio?i
Banking Co. Limtd. v. llie Moss Bay Hematite Iron and Steel Co. Limtd.
1890, C. No. 1181, shall be stayed, and the receiver shall be discharged,
and all costs of the action shall be pd out of the cash assets of the old
coy.

15. As from the time when this scheme is sanctioned until the new
coy is given possession, the liqr of the old coy shall, subject to the



AKRANGEMENTS — FORMS. 721

provisions of this scheme, bo deemed to be carrying on tlio business of
the old coy on behalf of the now coy, and shall accordingly account to
the new coy for all benefits received, and be indemnified against all
liabilities and expenses incurred whilst so carrying on the same.

16. Unless this scheme is duly adopted by the new coy within

weeks after it becomes binding, the liqr may, with the sanction of the
Ct, declare that the scheme, so far as regards tho transfer to a now
coy, has fallen through.

17. Moreover, unless tho whole of tho ordinary shares in tho new
coy, or such proportion thereof, not being loss than two-thirds, as the
liqr may think sufficient, shall be taken up within ton weeks after this
scheme becomes binding, the liqr may, with tho sanction of the Ct,
declare that the scheme, so far as regards the transfer to a new coy,
has fallen through.

18. In case any such declaration as afsd is made, the winding-up of
the coy shall proceed in due course, and all the other provisions of
this scheme shall be at an end.

19. Tho liqr may assent to any modifications in this scheme or
conditions which the Ct may think fit to approve or impose.

20. Nothing in -this scheme contained shall affect any charge, lien,
or security except as hereinbefore provided.

Scheme of Arrangement of Olympia, Limtd. Form 833.



1. The coy was incorporated on the 20th March, 1893, under the Cos New company

Acts, 1862 to 1890, as a coy limtd by shares, with a nominal capital subject to

now represented by 191,868 shares of ll. each, which have been issued mortgages
, p ^^ ^ and deben-

and are fully pd up. tures.

2. On 1st July, 1895, an order was made for the compulsory wind- Unsecured
ing-up of the coy, and Mr. Gr. S. B., off recr, is the prov liqr for the obtain fully
purpose of such winding-up. paid shares in

3. At the commencement of the winding-up the secured debts of the PartlyTiaM^'

coy were as follows : — shares to old

shareholders.

A. Debentures.

(1) 5 p.c. debentures secured by trust deed or mortgage,

dated 7th July, 1893, on the land and buildings

known as Olympia for £70,000

(2) 5 p.c. debentures, having a floating charge on the

assets and undertaking of the coy for £6,500

B. Mortgages.

(1) Mortgage, dated 7th July, 1893, on the security
charged for the debentures for £70,000, subject
thereto for £10,500

p. 3 A



722 ARRANGEMENTS — FORMS.

(2) Mortgage granted in February, 1895, on the Blyth

road annexe, for £17,500

(3) Second mortgage, granted in March, 1895, on the

same property for £20,000

4. At the same date the unsecured debts of the coy due to various
creditors for goods supplied and work done for the old coy amounted
to 23,350/. 8s. 6f/., or thbts, and preferential debts for rates, taxes,
wages, &c. amounted to 1,672/. 17s. bd., or thbts, in addition to certain
contingent liabilities, and certain uncompleted contracts.

5. A new coy shall be formed, under the same name, to acquire the
whole of the undertaking and property, and assume the whole of the
liabilities of the old coy.

6. The capital of the new coy shall be 225,000/., divided into 225,000
shares of 1/. each.

6a. a., B. and C, as representing the shareholders of the old coy,
D. and E., as representing the creditors thof, and one person to be ap-
pointed by S. A. (S: Sons, Limtd, shall be the prov board of directors of
the new coy, and each such director shall within a month of the incorpo-
ration of the new coy acquire the necessary qualifications for a director,
as provided by the articles of association. Any such director failing
or refusing to acquire such qualifications within the sd time shall there-
upon cease to be a director. The whole of such board shall retire at
the first meeting of the new coy, but shall be at liberty to offer them-
selves for re-election.

7. The liqr of the old coy shall enter into a contract for sale to the
new coy of the whole of the undertaking and ppty of the old coy at a
price to be fixed, as follows : —

(a) Fully pd up shares of the new coy for the amount of the un-

secured debts of the old coy other than preferential claims.

(b) 191,868 shares of the new coy of 1/. each, credited with 12s. Qd.

on each share as pd up.
The balance of 7s. 6f/. per share on the partly pd shares shall be pay-
able Is. 3r/. on allotment, and the remainder by instalments of not
exceeding Is. 3r/. per share at intervals of not less than one month.
The liqr shall be under no obligation to take up or find allottees for
any of the partly pd shares not taken up by shareholders in the old
coy as hnftr provided.

8. The fully pd up shares of the now coy shall be appropriated to
discharge the unsecured debts of the old coy, by the allotment to each
unsecured creditor of a nominal amount of shares equal to the amount
of his debt, fractions of debt of 10s. or upwards being treated as 1/. ;
fractions of debt under 10s. shall be discharged by the new coy in
cash. Such fully pd up shares shall be accepted by such creditors in
discharge of their debts against the old coy. Sueli fully pd shares shall
not bo tran.sforable on the share register until after the expiration of



ARRANGEM ENTS FORMS. 723

six calendar months from the date of the incorporation of the new coy,
and the share certificates shall bear on their face a statement to that
effect.

9. The 191,868 shares in the new coy credited with 12s. 6d. per
share pd up on account of the purchase price shall be allotted to the
shareholders of the old coy, share for share, conditionally on acceptance
of the allotment and payment of Is. 3d. per share on account of the
unpaid capital thereon within fourteen days after such allotment. Any
of such shares not accepted by old shareholders within that period
shall be allotted rateably to other old shareholders notifying within
the like period their willingness to accept an allotment of shares in the
new coy in excess of their holdings in the old coy, and any surplus not
so allotted shall be allotted in order of applicon to such old share-
holders as may apply to take them up from time to time within twelve
months from the incorporation of the new coy. Shareholders in the
old coy not taking up an allotment of shares in the new coy, within the
respive times above limtd, shall be excluded from all benefit under
this scheme.

10. The new coy shall pay in cash all interest due and unpaid in
respect of the secured debts of the old coy, and the preferential claims
for rates, taxes, wages, &c., and before this scheme shall be carried
into effect an arrangement shall be made with the holders of the
debentui'es for 70,000/. of the old coy for the discharge of such deben-
tixres, either by the issue in exchange for the same of debentures of
the new coy, secured in such manner and in such terms as may be
arranged, or by payment in cash wholly or partly.

1 1 . The new coy shall pay off the debentures of the old coy for
6,500/., and shall take over the freehold and leasehold properties of
the old coy, subject to the existing mortgages mentd in paragraph 3
hereof, or shall arrange with the mortgagees for discharge thereof.
This scheme shall be without prejudice to the rights or remedies, if any,
of X. and Y., in respect of the mortgage held by them until they are
pd off, and they shall be at liberty to add the costs, charges and
expenses incurred by them of and incidental to these proceedings to
their security if the same are not pd out of the assets.

12. The new coy shall satisfy all Board of Trade fees, and the costs,
charges and expenses of and incidental to the liquidation of the old
coy, the preparation and carrying out this scheme, and including those
of the shareholders' committees, and the establishment of the new coy,
and carrj'ing out the purchase from the liqr.

13. All other details in connection with the carrying out of this
scheme shall be settled by the liqr.

14. Unless within one month after sanction of this scheme by the
Ct the new coy shall be incorporated, and unless within one month
after such incorporation, or such further time in either case as the Ct may

3 A 2



72 i



ARRANGEMENTS — FORMS.



approve, allotments for not less than 125,000 shares credited with
12*. 6d. pd up of the new coy shall have been accepted, and the call of
Is. 3d. per share pd thereon, the liqr may at any time thereafter on the
applicon of the directors of the new coy or with the sanction of the Ct,
annul this scheme ; but, in that case, the costs hereinbefore provided
to be borne by the new coy shall be pd out of the assets of the old coy.
15. The liqr may assent to any modification of the scheme which the
Ct may approve or direct to be made therein.

Sanctioned by Vaughan Williams, J., in 1895.



Form 834.

Securities
insurance
comimnies.
New company
to take assets.
Provisions
as to policies
and contracts.



Securities Insurance Coy, Limtd.

1 . In these presents the following words and expressions shall have
the meanings after-mentd, unless excluded by the subject or context,
that is to say : —

"The first coy" shall mean, &c.

" The second coy" shall mean, &c.

"The new coy" shall mean the coy proposed to be incorporated in
terms of this scheme (other definitions follow).

"Security" or "securities" shall mean and include any bill of
exchange or other negotiable instrument, deposit, receipt, share,
or stock, mortgage, debenture, debenture certificate, debenture
scrip, or debenture stock, incumbrance, or other charge or
obligation issued by any person or coy, or any guarantee or
policy of insurance.

Words importing the masculine gender include the feminine, words
importing the singular number include the plural, and words
importing persons include corijorations and rice vejsd.

2. A new coy shall be incorporated under the Cos Acts 1862 to 1893
as a coy limtd by shares, to be called The Secimties Insurance Coy,
Limtd, or such other name as may be selected by the off recr as liqr
and the committee of inspection.

3. The nominal capital of the new coy shall be 137,500^., divided
into 25,000 shares of 51. 10s. each. The first coy andj the second coy
and the respive liqrs shall sell and transfer to the new coy, which shall
purchase and take over all the assets and liabilities of the first coy and
the second coy, subject to any subsisting charges thereon. In such
assets shall be included all moneys collected or to be collected by the
liqrs, or any of them, in respect of the capital or the shares in the
capital of the first coy and of the second coy, whether called up or to
be called up.

4. The directors of the now coy shall be five in number, three of
whom nhall T)e reprosontativos of creditors and two of whom shall be
reprc'sentiitives of shareholders. The first directors shall be A., B.,



ARRANGEMENTS FORMS. 725

and C, as representing creditors, and D. and E. as representing
shareholders, but such appointment shall bo subject to alteration by
the creditors at their meeting called to approve this scheme as to the
appointment of those representing creditors, and by the shareholders
at their meeting as to the appointment of those representing share-
holders. The first directors shall hold office until the second general
meeting of the coy to be held in 1898.

5. No transfer of shares, not being fully pd-up shares in the new
coy, shall be registered by the directors unless they consider it advis-
able to do so, and whenever a transfer is registered the transferor shall
remain liable as surety for the payment in due course by the transferee
of the unpd portion of the shares transferred, and shall sign and
deliver to the new coy a guarantee accordingly, and the articles of
association of the new coy shall be framed to provide for same.

6. Subject as hnftr provided —

(a) The liqr of the first coy shall enforce payment \_of certain calls'].

(b) The liqr of the second coy shall forthwith enforce payment [o/

certain calls~\. The liqr of the second coy shall forthwith call
up, and, subject to Articles 7 and 8 hereof, enforce payment
of the remaining 51. 10s. per share, being the full amount of
the capital now uncalled on the ordinary shares of 8/, 10s.
each in the second coy.

(c) In taking steps to enforce payment as provided for under this

clause, the liqrs of the first coy and of the second coy shall
consult the wishes of the directors of the new coy, and it shall
rest with such directors to sanction any compromise or arrange-
ment which the sd respive liqrs may think expedient.

(d) The winding-up of the first and second cos shall continue only

so far as is necessary for getting in the moneys due in respect
of calls in this clause mentd and other assets of the first and
second cos, and for the purpose of the proceedings (if any)
referred to in clause 34 hereof, and subject as afsd the first
and second cos shall be dissolved with aU convenient speed.

7. Each shareholder of the second coy on whose shares the sum of
3^. per share has been pd or has been credited as pd shall be entitled
at any time within three calendar months from the time when this
scheme becomes binding, or within such extended time as the new coy
shaU allow, to require the new coy to allot to him one share of 5/. 10s.
in the new coy in respect of each ordinary share in the second coy
held by him, and upon the footing that as provided by the articles of
association of the new coy the sum of 51. 10s. in respect of each share
so applied for shall be pd to the new coy by instalments and at the
time following (that is to say), &c.

8. Each shareholder of the second coy who takes up the whole of
the shares in the new coy to which he is entitled under the last-



"^^6 ARRANGEMEIS'T.S FOKMS,

preceding clause hereof sliall tliereby be relieved from payment to the
extent of the sum of 51. 10s. per share of any sums which may bo due
by him under calls made pursuant to sub-sect, (b) of clause 6 hereof in
respect of the shai-es in the second coy held by him, and the new coy shall,
within thirty days after the date of this scheme being sanctioned by
the Ct, give notice to each shareholder of the second coy, stating (1)
the number and class of shares in the new coy which he is entitled to
claim pursuant to this scheme, and (2) the period within which his
claim for allotment must be sent to the new coy ; and such notice shall
be given by sending the same through the post, in a prepaid letter,
addressed to each shareholder at his address as the same may be
registered in the books of the second coy. Any shareholder of the
second coy who shall not, within three calendar months after this
scheme has been sanctioned, or within such extended time (if any) as
the new coy may allow, claim the allotment of shares to which he is
entitled under clause 7 hereof, shall lose all right to claim such allot-
ment, and shall remain liable to pay up in full all moneys payable in
respect of his shares in the second coy, with interest at the full rate
payable under the articles of association of that coy.

9. The assets of the second coy shall be handed over, subject in all
respects to the charge created thereon, for the purpose of securing the
sum of 25,000^. raised by the off recr, &c.

10. The new coy shall, subject to the provisions of this scheme, take
over all the policies, debts, contracts, and liabilities of the first coy and
of the second coy, including the liability for the amount secured as
afsd by the off recr.

11. The holders of all existing policies and contracts of, and all
existing creditors of, and all persons having claims of whatever nature
or kind against the first coy or against the second coy, are subject as
afsd to accept the provisions of this scheme in satisfaction of all their
sd claims against the first coy or the second coy and their respive
assets.

12. All creditors of the first coy and of the second coy ghall lodge
their policies or other evidences of indebtedness at, &c. All policies
and evidences of indebtedness which shall not have been lodged by,
&c., shall be void, and the parties entitled thereto shall be held to
have waived and abandoned all claims against the first coy and the



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 94 of 134)