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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second coy and their respive assets, and against the new coy and its
assets in respect thereof, unless the Ct otherwise order.

13. All persons holding jiolicies of the first coy or of the second coy
insuring deposits or debentures of banks or cos which have been
reconstructed or reorganized, and bound by such reconstruction or
reorganization to comjdy with the conditions thereof, shall, within
thirty days after notice that this scheme is sanctioned, if they have not
previously done so, accept the schemes of reconstruction, reorganiza-



ARRANGEMENTS FORMS. 727

tion, or arrangement of sucli banks or cos, and comply witli tlie condi-
tions thereof, otherwise their policies shall become void, unless the Ct
otherwise order.

14. All creditors shall retain their respive rights under, and be
subject to, the conditions of their policies or other evidences of
indebtedness except in so far as the same are varied by this scheme.

15. The new coy shall have right to all powers, claims, defences,
and objections against the creditors which were available to the first
coy or to the second coy, except that the new coy shall not be entitled
to set up as a defence to any claim the fact that premiums which have
become due since the commencement of the liquidation of the second
coy, and before the date of this scheme being sanctioned, have not
been paid, provided the creditors in other respects conform to the
terms of this scheme in regard to the payment of premiums and
otherwise.

16. Creditors being holders of policies or other contracts of insurance
shall continue to pay the premiums for the period only for which they
were liable in terms of their respive policies at the date of the order
for the winding-up of the second coy. Premiums which, according to
the terms of the policy, have, or but for the winding-up of the first coy
or of the second coy would have, become payable prior to the time
when this scheme is sanctioned, shall be paid within thirty days after
notice that this scheme is sanctioned has been given to the holder of
such policy. In case default is made in any such payment the policy
shall become void, but the new coy shall have power to revive same on
such terms as the directors may think fit.

17. The time for payment of all principal mone5'S payable under
any contract or obligation of, or in respect of, any claim of whatever
kind or nature against the first coy or the second coy taken over by the
new coy (other than the amount borrowed by the off recr as afsd and
those mentd in clause 24 hereof) in terms of this scheme, whether
payable at or before the time this scheme is sanctioned or subsequently,
shall be postponed till the 31st Dec, 1904. Sums falling due after
the date of sanction of this scheme under policies insuring the payment
only of interest or dividends shall not be regarded as principal moneys
within the meaning of this clause.

18. \_Reduction of i- ate of inteiestr\

19. Creditors whose claims are disputed by the new coy shall not be
entitled to payment of interest under the preceding clause until the
matters in dispute are settled, and any failure of the new coy to pay
interest on such claims shall not entitle the creditors to sue for interest
or to claim that the non-payment of same is a breach of this scheme.

20. Where the person entitled to any money, the paj'ment whereof
is hby postponed, holds or shall hold any security for the payment of
such money or the interest thereon, he shall be at liberty to realize



728 ARRANGEMENTS — FORMS.

sucli security at a:iy time with tlie sanction of tlie new coy, and, failing
Buch sanction, he shall only be entitled to realize such security subject
to a right of pre-emption on the part of the coy, but not otherwise,
such right to be exercised by notice in writing by the coy within four-
teen days after being required to purchase, and in either case the
proceeds thereof shall be applied to reduction, in the first place, of the
creditor's claim for principal, and, after satisfaction of principal, in
reduction of his claim for interest. \_Proviso as to creditors of the first
coy or the second coy.~\

21. In cases where the first coy or the second coy holds any security
from the principal debtor for a loan or other obligation guaranteed,
the new coy shall be at liberty to transfer such security to the parties
guaranteed on such terms and conditions as the new coy, the principal
debtors, and the parties guaranteed may agree.

22. All creditors who may hold securities, guaranteed or insured by
the new coy, shall be entitled to accept payment of principal or interest
from the principal obligants, but only in reduction of an amount of
principal or interest corresponding to the amount so pd without the
consent of the new coy, and they shall be bound to intimate payments
so received to the new coy and to deduct the same from their claims
against the new coy for principal or interest resply. Any interest in
excess of 2 p.c. so received in any year or half year shall be retained
by the creditors, and shall not be credited towards payment of interest
due by the new coy in any subsequent year or half year.

23. Where any difference arises between the new coy and any
creditor or person claiming to be a creditor of the new coy under this
scheme, as regards the validity or amount of his debt or claim or
proof, such difference shall, unless the Ct otherwise order, be referred
to a standing arbitrator appointed for the purpose of this scheme by
the Ct, and subject to removal by the Ct on due cause shown.

24. \_^jjplicon of moneys to payment of costs, ^'c] The costs mentd
in sub-sect, (a) hereof of the incorporation of the new coy, and the
costs, charges, and expenses, and remuneration mentd in sub-sect, (b)
hereof, shall be brought in for taxation or allowance by the Ct having
jurisdiction in cos winding-up, and shall be pd immediately after
taxation. No payment shall be made under this clause without the
consent of the person in whom the charge for 25,000/. is vested, unless
the Ct otherwise order.

25. All assets of the new coy not required for the payments specified
in the immediately preceding clause shall be invested by the new coy
in such securities and investments as may be sanctioned by its memdum
of association.

26. The new coy shall not undertake any new business except such
as is necessary for currying out this scheme, and shall prior to 31st
December, 1904, or as soon thereafter as may bo found expedient,



ARRANGEMENTS — FORMS. T'20

realize all its assets as also all investmeuts in wliicli tlio proceeds of
previous realizations may have been invested, and on that date, or as
soon thereafter as conveniently may be, apjily the proceeds after dis-
charging all subsisting charges or incumbrances thereon, and any fees
due to the Board of Trade, in the following order, viz. : — (a) In pay-
ment of all sums duo under clause 24 hereof in so far as these may
not have previously been pd or satisfied ; (b) in payment pari j^assu
of the claims proved hereunder and admitted by the new coy or by the
arbitrator hereinbefore mentd, as the case may be, less any additional
interest included in sd claim as provided for in sub-sect, (a) of clause 29
hereof and sub-sect, (c) of this clause ; (c) in payment pari passu to
and amongst the creditors of the new coy of the difference, if any,
between interest at the rate of 3i- p.c.p.a. on or in respect of their
claims, and the interest which they may have received either under
this scheme or from the principal obligants (in calculating such differ-
ence, however, the interest funded under clause 18 hereof shall not be
considered as bearing interest beyond what is provided in that clause) ;
(d) the surplus remaining after the above-mentd payments shall be
divided among the- shareholders of the new coy, in accordance with
their respive rights and interests therein.

27. The new coy shall have power to enter into and carry into effect
any compromise with any of its creditors or debtors, and to accept
surrender of shares at such times and upon such terms and subject to
such conditions, as the directors may think proper, and the directors of
the new coy shall not by reason of any such compromise or surrender
incur any liability whatever to the other creditors or the other share-
holders or any other person, provided such compromise is made by the
directors in good faith, unless the Ct otherwise order.

28. On or before 1st May, 1904, the new coy shall prepare and
issue to all its creditors who may not prior to that date have adjusted
and lodged sufficient proofs of their claims, forms of proof to be filled,
up, and, if required by the coy, sworn to, and any creditor whose proof
shall not have been lodged by 1st July, 1904, or such later date as the
new coy may allow, shall not be entitled to participate in the division
of the assets of the new coy, but shall be held to have given up all
claim which he may have against the new coy and its assets, unless the
Ct otherwise orders.

29. \_Regulatio)is as to proofs to be prepared and lodged by creditors.']

30. As soon as conveniently may be after this scheme is sanctioned
by the Ct, the liqrs shall resply execute and do all such assurances and
things as the new coy may reasonably require for vesting in the new
coy the assets of the first coy and of the second coy, including, if the
new coy thinks fit, the whole or any part of the unpaid capital of the
first coy and of the second coy, to be collected as hereinbefore pro-
vided, subject to any subsisting charges thereon.



730



ARRANGEMENTS — FORMS .



3 1 . Unless this scheme is duly adopted by the new coy within three
months after it is sanctioned, the liqr of the second coy may, with the
sanction of the Ct, declare that the scheme has fallen through, and
thereupon this scheme shall be at an end, and in such case the
winding-up of the first coy and the second coy shall proceed in due
course.

32. In order to obtain the sanction of the Ct to the arrangements
embodied herein, the liqrs, with the consent of the committee of
inspection, may assent to any modification hereof, and to any con-
ditions which the Ct may think fit to make or impose.

33. After this scheme has been finally sanctioned, the time for
payment as mentd in clause 11 may be accelerated or postponed by a
resolution passed by a majority in number and three-fourths in value
of the creditors whose claims have been lodged with and admitted by
the new coy present at a meeting, either personally or by proxy,
specially called for such purpose, thereafter approved by the share-
holders in such manner (if any) as the Ct may require, and duly sanc-
tioned by the Ct. The regulations as to the meetings of creditors, and
the notice to be given calling such meetings, shall be provided for in
the articles of association of the new coy.

34. The arrangements embodied herein shall not be a bar [^'c, see
Form 827].

35. No dividend shall be paid on the shares in the new coy until all
the claims of the creditors have been paid, with interest, as provided
in this scheme.

36. When the sanction of the Ct has been obtained to this scheme,
the off recr, as liqr, shall send notice of its having been sanctioned to
all the creditors of the first and second cos at the addresses given in
the books of the cos.

37. When this scheme has been sanctioned and adopted by the new
coy, the new coy shall execute a deed poll covenanting with all the
creditors of the first and second cos to observe and perform the provi-
sions of this scheme so far as they are resply concerned. Securities
Insurance Co., Linitd., Yaughan Williams, J., 28th Oct., 1896.



Form 835.

Colonial
liqui'lation.
Now hank
taking over
assets.



Australian Joint Stock Bank.

1. The Australian Joint Stock Bank (hnftr called the old bank) shall
be wound up by the Supreme Ct of New South Wales, under the pro-
visions of the Cos Act, and a liqr appointed for the purpose of such
winding-up.

2. In order to discharge the deficiency as arrived at in clauses 6 and 8
of this scheme, the liqr of the old bank (hnftr called the liqr) shall
fortliwitli call up the whole of the uncalled capital of the old bank,
and enforce payment of the reserve statutory liability of the share-



A KR A N G EM ENTS — FORMS . 731

holders in the old bank, aud Iho saino, Avlien so called up and demanded,
shall bo payable by such of the moiubers of the old bank as do not
take up ordinary shares in the now bank in the manner hnftr montd,
in such instalment or instalments, and at such time or times as the Ct
at the time of sanctioning' this arrangement shall think fit, and the
same shall, with the sanction of the Ct, be assigned by the liqr to the
new bank, which shall accept an assignment thof at the book value
thof, viz., 861,311/.

3. A new coy shall be formed and incorporated under the Cos Acts
as a coy limtd by shares, for, amongst other objects, that of acquiring
all the ppty, credits, rights, choses in action, and assets whatsoever
and wheresoever situated of the old bank, including the business and
goodwill thof, and the whole undertaking thof, as a going concern, the
new bank undertaking to pay, satisfy, and discharge all the liabilities
of the old bank, except as and in manner hnftr provided, and also to
pay the costs, charges, and expenses of and incidental to the suspen-
sion, winding-up, and dissolution of the old bank (including the costs
of the respective prov off liqrs thof). The name of such coy (hnftr
called the new bank) shall be the Australian Joint Stock Bank, Limtd.
The nominal capital of the new bank shall be 3,000,000/., divided into
300,000 shares of 10/. each.

4. The formation and completion of the new bank shall not depend
upon the obtaining of the whole of the capital of the new bank, and.
the business of the new bank may be commenced as soon after the
incorporation of the new bank as the directors thof shall think fit.

5. The liqr shall be and he is hby authorized to sell to the new bank
all the ppty, choses in action, rights, credits, and assets whatsoever and.
wheresoever situate of the old bank, including the present uncalled
capital of the old bank, and, with the sanction of the Ct, the statutory
reserve liability of the shareholders of the old bank.

6. The consideration for the sale by the liqr to the new bank of the
ppty, choses in action, rights, credits, and assets of the old bank, other
than the uncalled capital thof and the statutory reserve liabihty of its
shareholders, shall be —

(a) The retirement in full by the new bank of the note circulation of

the old bank, the payment in full by the new bank of the
debts due by the old bank to the Government of New South
Wales, and of any Crown debts or any other preference debts
owing by the old bank at the date of its suspension, namely,
the 20th day of April, 1893, and of all other liabilities incurred
by the old bank since that date.

(b) The payment and satisfaction in manner hnftr provided of all

the other liabilities of the old bank, less a sum of 861,311/.,
being the book value of the present uncalled capital and the
statutory reserved liability of the shareholders of the old bank.



732 AERANGEMENTS FORMS.

(c) The issue of two of the ordinary shares in the new bank of ten
pounds (10^.) each, with the sum of 41. 10s. paid up on each
share, in lieu of each share now held by him in the old bank,
to such of the shareholders of the old bank as shall request
the new bank to allot the same to him, and as shall agree to
pay to the new bank the sum of 11. per share on allotment,
and 21. per share by eight quarterly instalments of 5s. each,
payable at the expiration of 3, 6, 9, 12, 15, 18, 21, and 24
calendar months resply from the date of the incorporation of
the new bank.

7. The consideration for the sale by the liqr to the new bank of the
uncalled capital and the statutory reserve liability of its shareholders
shall be the discharge by the new bank of such of the liabilities of the
old bank as are not by the last preceding clause hereof agi'eed to be
pd and satisfied by the new bank.

8. Notwithstanding the benefits conditionally reserved for the share-
holders of the old bank by this scheme in the event of their respectively
electing to accept the same, the sale of assets of the old bank hby
contemplated, shall, as regards such of the shareholders in the old
bank as refuse to accept these benefits, be treated and deemed as a
sale to the new bank of all the afsd ppty, choses in action, rights,
credits, and assets of the old bank, other than the unjoaid capital and
the statutory reserve liability of its shareholders, at a sum or deficiency
of 861,131/. below the amount necessary to discharge the Habilities of
the old bank.

9. Every member of the old bank who shall in respect of such share
held by him in the old bank accept two ordinary shares in the new
bank on the terms and conditions mentd in sub-clause (c) of clause 6
hereof shall be thereby released from payment of all calls to be made
as afsd in respect of the present uncalled capital and the statutory
reserve liability of the old bank.

10. The articles of association of the new bank, and the contract
between the liqr and the new bank shall and do provide amongst
other things —

(a) That the original holder of ordinary shares in the new bank

shall not be permitted to transfer such shares so long as any
of the instalments of 5s. each mentd in sub-section (c) of
clause 6 hereof shall remain unpaid unless he shall first enter
into an agreemt with the new bank, making himself per-
sonally liable for the due payment of such instalments by
the holders for the time being of such sliares.

(b) That the directors of the now bank shall receive from any holder

of ordinary shares in the new bank desirous of paying the
same, all or any of the instalments of 5s. each mentd in sub-
clause (c) of clause 6 hereof, before the time or times fixed



ARRANGEMENTS— FORMS. "^'33

for the payment of tlie same, and tlie owner shall thereupon
be entitled to a proportionate increase of dividend from the
time or respective times of such payment or payments being
made.

11. Every creditor of the old bank, except the holders of the old
coy's notes and Her Majesty's Government and other preference
creditors of the old bank, shall accept ten deposit receipts of the new
bank each for one-tenth of the principal moneys now due to him by
the old bank, the first of which deposit receipts to become payable at
the expiration of four (4) years from the date of the incorporation of
the new bank, and the remaining nine at successive intervals of six
calendar months, and each of such deposit receipts as represents debts
due by the old bank now bearing interest shall bear interest up to the
time when the existing deposits are now payable in respect thof and
thereafter at the rate of 4A^ p.c.p.a. payable half yearly on the same
days as the interest is now payable under the existing debts, and each
of such deposit receipts as represents debts due by the old bank not
now bearing interest shall bear interest from the date of the incorpora-
tion of the new bank at the rate of 4^- p.c.p.a. payable half yearly, the
interest now due and accruing due on deposits of the old bank bearing
interest shall be pd, as regards that interest which has accrued or
shall acci'ue due up to the day on which the new bank shall commence
business, on the day after the day when the new bank commences
business, and as regards that interest which shall accrue due after the
day when the new bank shall commence business, on such day as the
same would have become due under the deposits of the old bank ; and
all payments of principal and interest shall be made at the places
where the same are now payable.

12. Any creditor of the old bank to whom any debts shall be due or
accruing due by the old bank, may set off such debt against any debt
due or accruing due from him to the old bank, and the balance of the
account and no more shall be the amount due on either side resply.

13. The new bank shall pay, satisfy, and discharge all the costs,
charges, and expenses of and incident to the suspension, winding-up,
and dissolution of the old bank, including the costs of the resj^ive liqrs
thof, and of and incident to the preparation and carrying into effect of
this scheme, including the costs of the incorporation of the new bank
and of the conveyance and transfer of the ppt}' and assets of the old
bank to the new bank.

14. Save as herein provided, the creditors of the old bank (except as
afsd) shall accept the provisions made for them in this scheme in
satisfaction and discharge of all claims and demands against the old
bank, and shall at the time of their applicon for new deposit receipts,
as afsd, deliver up to be cancelled all deposit receipts and drafts or
other similar documents issued to them by the old bank.



'34 ARRANGEMENTS — FORMS.

15. The directors of the new bank shall have a discretionary power
of granting an overdraft at the rate of 6 p.c.p.a. to any depositor of
the old bank who shall have a balance to the credit of his current
account with the old bank at the time of its suspension, and who shall
give the new bank security over all or any of his negotiable inscribed
deposit stock, negotiable deposit receipts, and deposit receipts of the
new bank issued to every such depositor pursuant to this scheme, and
they shall also have power to pay in full the amount of any bank draft
or acceptance issued by the old bank and current at the time of its
suspension.

1 6. If any of the creditors of the old bank shall so require, the new
bank shall issue to such creditors, either in lieu of or in exchange for
the deposit receipts to be issued to them pursuant to this scheme,
negotiable deposit receipts with interest coupons attached payable "to
bearer," representing a similar amount and payable in the same
manner and at the same times as such deposit receipts or negotiable
inscribed deposit stock, repayable only at the option of the new bank
on six calendar months' notice, bearing interest at the rate of 4 J p.c.p.a.
payable half yearly. All such nego'tiable deposit receipts and negotiable
inscribed deposit stock shall be issued subject to such conditions as
may be imposed by the directors of the new bank.

17. The articles of association of the new bank shall provide,
amongst other things : —

(a) That the directors of the new bank shall be six in number.

(b) That the directors of the old bank shall be the directors of the

new bank until the statutory meeting thof is held.

(c) And that at such statutory meeting, and thereafter, the directors

shall be elected by the shareholders and the holders of
negotiable inscribed deposit stock.

18. Notwithstanding anything hinbefore contained in the event of
the old bank being compulsorily wound up in any place outside the
colony of New South Wales, all the creditors of the old bank shall be
at liberty to prove their claims in such winding-up, and the dividends
received by such creditors in respect of such proofs shall be deducted
from their claims before they shall be entitled to the benefit of any of
the provisions contained in this scheme of arrangement.

19. The winding-up of the old bank shall be completed, and the
discharge tlioroon si i all be effected with all convenient speed.

20. The liqr of the old bank shall take all such proceedings, and do
all such things as may be necessary, or, in his opinion, convenient for
carrying this scheme into effect.

21. The Supreme Ct of New South Wales may make such altera-
tions, modifications, or additions to this scheme as it may think fit to
approve or impose.



ARRANGEMEN'J.S — FORMS. 735

22. The drafts of the proposed meradum and articles of association
of the new bank shall be approved of by the directors of the old bank.

Sanctioned by Vaughan Williams, J., in 1893.



The Empire Mining Coy, Limtd. Form 836

An agreemt made the 22nd day of Jan. 1890, between the Empire A"-ieiiricut to

Mining Coy, Limtd (hnftr called the Empire Coy), and and , biiid debeu-

the liqrs of the sd coy of the first part, and Golden Leaf, Limtd (hnftr
called the new coy), of the second part, and H. Y., on behalf of himself
and all other the debenture-holders of the Empire Coy, of the third
part. Whereas the Empire Coy, prior to the commencement of the
voluntary winding-up thof, issued debentures to the amount of 23,700/.,
which debentures, together with an arrear of interest thereon, are now
due and owing ; And whereas on the 31st day of Dec. 1889, the Empire



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 95 of 134)