Francis Beaufort Palmer.

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

. (page 97 of 134)
Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 97 of 134)
Font size
QR-code for this ebook


the 30th of April, 1901, at the rate of 5 p.c.p.a. All such interest
shall bo pd by the coy in cash, by equal half-yearly payments, on the
1st of May and the 1st of Nov. in each year, the first of such pay-
ments to be made on the 1st of Nov., 1892, and the last on the 1st of
May, 1901, and interest at the rates before-mentd shall be accej)ted by
the debenture stock holders in lieu and satisfaction of interest, at the
rate of 6 p.c.p.a. on the debenture stock. Prom and after the 1st of
May, 1901, the coy shall pay interest on the debenture stock at the
rate of 6 p.c.p.a.



ARRANGEMENTS FORMS. 743

4. The holders of the existing debenture stock shall forthwith lodge
their certificates with the coy, to he indorsed with a raemdum to the
above effect, in accordance with the Form set forth in the second
schedule to the trust deed below-mentd.

5. The liqrs of the coy may with the sanction of the board of
directors from time to time issue such an additional amount of deben-
ture stock as may be necessary to enable the liqrs to satisfy the claims
of all or any of the creditors of the coy, other than and except any
claim by any debenture stock holder in respect of his debenture stock.
All such additional dobentm-e stock shall bear interest at the same
rates as and shall rank ^;ft/-j passu with the existing debenture stock.

6. The debenture stock and the interest thereon shall be secured by
and subject to the provisions contained in the trust deed, as a first
charge on the undertaking of the coy, including its revenues from the
Government guarantee, such charge to be a floating security enforce-
able only in the events mentd in the trust deed, but so that the coy is
not, without the consent mentd in the trust deed, to be at liberty
hereafter to create any mortgage or charge thereon in priority to or
ranking pari passu with the debenture stock, other than and except
the additional debenture stock hby authorized. And the debenture
stock shall be held subject to the provisions contained in that deed.
A. and B. shall be trustees of the sd trust deed, and such deed is to be
in the form which for the purpose of identification has been subscribed
by and , solors of the Supreme Ct, with such, if any, modifica-
tions as shall be agreed on by the liqrs and the sd A. and B.

7. The coy shall forthwith, upon the approval of this scheme by the
Ct, cause two persons nominated by or on behalf of the debenture
stock holders, and recommended by the board for election, to be elected
directors of the coy.

8. The Convention with the Government of the sd Republic of
Uruguay for reduction of the interest guaranteed to the coy, as
already signed, is approved by the debenture stock holders.

9. The peton which was on the 14th of June, 1892, presented by
the Foreign, American and General Investments Trust Coy, Limtd,
and others, to the Ct for the compulsory winding-up of the coy shall
forthwith either be withdrawn by the sd petitioners or shall, subject
to Article 13, stand over generally, with liberty for the petitioners to
apply to restore the same in case of any other peton for winding-up
the coy being presented, the coy imdertaking to give immediate
notice to the sd petitioners of the presentation of any such other
peton. If this scheme shall not be carried into effect, the sd petitioners
shall be at liberty to proceed with their sd peton.

10. The conduct of the existing liquidation shall remain in the
hands of Messrs. X. and Y., as joint liqrs, and they shall continue to
be represented by their existing solors. The liqrs may, with the



744



AERANGEMENTS — FORMS.



sanction of the board of directors, execute and do all such instruments,
acts and things, and take all such proceedings, as may be necessary or
expedient for giving effect to this scheme.

11. This scheme is subject to the sanction of the Ct being obtained
thereto under the Joint Stock Cos (Arrangement) Act, 1870, and the
liqrs, with the consent of the Board, may assent to any modification of
or addition to any of the terms of this scheme, or to any conditions
which the Ct may think fit to require or impose.

12. Immediately upon this scheme being sanctioned by the Ct in
manner af sd, the coy shall execute the trust deed referred to in Clause 6
hof, and the coy shall pay (a) the law costs and charges and the out
of pocket expenses of the committee representing the debenture stock
holders ; (b) the costs and charges of the petrs of and incident to the
sd peton ; (c) one set of costs of debenture stock holders appearing
in support of the sd peton ; (d) the costs of all parties to the receiver-
ship action of Michael v. The Midland Uruguay Rail. Coy^ Limtd., and
others, (1891) M. No. 3371 of such action ; and (e) the costs as between
solor and client, and the charges and expenses of the voluntary winding-
up, and all the costs, charges and expenses of or connected with or
arising out of this scheme, but subject, nevertheless, to the provisions
of Clause 6 hof.

13. When this scheme shall have been sanctioned by the Ct, and the
provisions of Articles 6, 7, 8 and 12 have been carried into effect, all
proceedings in the sd receivership action mentd in Article 1 1 hof and
in the sd voluntary winding-up shall be stayed, and the sd peton for
the compulsory winding-up of the coy shall be withdrawn, and all the
ppty and assets of the coy in the hands of the liqrs or of the recr
appointed in the sd action shall be handed over to the board of directors
of the coy, and the business of the coy shall be resumed by such
board.



Form 838.

Winding-up
petition and
di.stroHS to be
withdrawn on
payment of a
composition
and execution
of agreement
with hindlord,
aHHets there-
upon being
handed to
directors.



The Granville Hotel Coy, Limtd.

1. Save as hnftr provided, every unsecured creditor of the above-
named coy (hnftr called the coy) shall accept in full satisfaction of the
debt which he shall establish to be owing to him by the coy — (a) a
cash composition of 10*. in the pound upon the amount of the sd debt,
such cash composition to be payable within 14 days after this scheme
is sanctioned, as hnftr provided, or after his debt is established, which-
ever event shall last happen ; (b) the right to have issued to him upon
the expiration of 14 days after the business of the coy shall have been
resumed, in manner hnftr mentd, and after his debts shall have been
established as afsd, in respect of each complete sum of \l. of his sd
debt remaining undischarged by payment of the sd cash composition,
a fully pd up preference share of the coy of the nominal value of II.



AREANGEMENTS — FORMS. 745

2. Nevertheless —

(1.) All creditors of the coy who, by virtue of the Preferential Pay-
ment in Bankruptcy Act, 1888, are entitled to be pd in full
in priority to other creditors shall be pd in full in cash out
of the assets of the coy within the same period of 1 4 days
afsd.

(2.) Within the like period an agrecmt between the landlords of the
coy's hotel of the one part and the coy of the other part shall
be entered into whereby it will be provided [^certain concessions
to coi/'j, and on the sd agreemt being entered into the land-
lords will withdraw the distress they have levied upon the
coy's premises in respect of the sd arrears.

(3.) All the costs, charges and expenses of and incidental to the
winding-up of the coy, including any costs of and incident to
the pending winding-up petons which the Ct may order the
coy to pay, and including the costs, charges and expenses of
and incidental to the negotiations for the reconstruction of
the coy and the preparation and carrying through of this
scheme and the obtaining of the sanction of the Ct thereto,
shall be pd in full out of the assets of the coy.

3. Upon the payments mentd in Clause 1 and Clause 2, sub-clauses
(1) and (3) hof, being made, and upon the agreemt mentd in Clause 2,
sub-clause (2), being entered into, all further proceedings in relation to
the winding-up of the coy shall be stayed, and the ppty and assets of
the coy in the hands of the liqr shall be handed over to the directors
of the coy, namely, A., B. and C, to the intent that they may resume
and continue the coy's business.

4. Notwithstanding the pendency, however, of the liquidation, the
following proceedings shall be taken and acts done : —

(1.) General meetings of the coy shall be called for the purpose of
sanctioning by a special resolution the subdivision of each
existing preference share in the coy of 10/. into ten preference
shares of 1/.

(2.) The sd directors of the coy shall forthwith issue at par to
persons willing to subscribe the moneys necessary, for the
purpose of making the payments mentd in Clause 1 and
Clause 2, sub-clauses (1) and (3), hereof, and also the cash
payments mentd in the agreemt in Clause 2, sub-clause (2),
second debentures of the coy to an amount not exceeding
4,800/., such debentures to be in the same form as, and to
rank pai-i passu in all respects with, the second debentures of
the coy now outstanding. The proceeds of the sd second
debentures to be issued as afsd shall, as received, forthwith
be handed over to the liqr for the purpose of enabling him
to make therewith the payments afsd.



746



ARRANGEMENTS — FOlfMS,



5. The sd C, who is the holder of all the second debentures of the
coy now outstanding, shall assent to the further issues of such second
debentures required for the purposes of the agreemt mentd, Clause 2,
sub-clause (2), and of the last preceding clause of this scheme, and
shall on demand deliver up the sd second debentures now outstanding
to the directors for the purpose of having indorsed thereon a memdum
to that eifect.

6. Forthwith upon the business of the coy being resumed and con-
tinued as afsd, the sd C. shall surrender to the coy fully pd ordinary
shares in the coy of the nominal value of 10,000^., and fully pd pre-
ference shares in the coy of the nominal value of 2,000^.

7. Except to the extent referred to in Clause 5 hereof, nothing in this
scheme contained shall be deemed to prejudice any existing security,
lien, or charge upon the assets of the coy or any part thereof.

8. This scheme is subject to the sanction of the Ct thereto being
obtained in accordance with the above Acts.

9. The liqr may assent to any modification in this scheme which the
Ct may think fit to approve or impose.

Sanctioned by order of Vaughan "Williams, J., lltli December, 1895, " C. by his
counsel submitting' to be bound by the said scheme of arrangement and consenting
to this order." The company was in voluntary liquidation.



Form 839.

Eenewal of
debentures,
reduction of
interest, costs
out of funds
held by de-
benture trus-
tees, payment
of interest,
unsecured
creditors, &c.,
special pro-
visions as to
profits, stay of
proceedings.



Barnard, Bishop, and Barnards, Limtd.

1. The first mortgage debentures of the coy for 60,000/. shall be
renewed for seven years from the 15th Sept., 1895.

2. The interest on the sdfirst mortgagedebentiu-esafsd shallbe reduced
as from the 15th Sept., 1894, from 6 p.c.p.a. to 5 p.c.p.a. Such interest
shall be payable by means of warrants, and the coupon sheets attached
to the sd debentures shall be delivered up to the coy to be cancelled.

3. The costs of all parties of the debenture holder's action {^Laurence
V. Barnard, ^'c, 1894, L. 1534), as between solor and client, and all
costs incurred by the debenture holders' committee, including costs of
audit meetings or otherwise in connection with the protection of the
debenture holders' security, and the costs of the winding-up petition
and the order made thereon, and also the costs of the liquidation, and
the costs of and incidental to the negotiation for the scheme, and the
meetings summoned to approve the same, and the applicon for the
sanction of the Ct thereto, and the carrying the same into effect, shall
be taxed and pd out of the invested funds now held by the trustees
for the debenture holders, and the trustees shall raise and pay such
costs accordingly.

4. Subject to payment of the costs provided for by the last preceding
clause, the trustees shall, immediately upon the scheme being sanc-
tioned by the Ct, pay out of the said invested funds the interest, at the



ARRANGEMENTS — FORMS.

rate of 3 p.c.p.a., upon the first mortgage debentures for the six months
ending the 15th March, 1895, and, after payment of the sd costs and
interest as last afsd, the trustees shall apply the residue of the sd
invested funds in or towards payment of the interest on the said first
mortgage debentures at the rate of 3 p.c.p.a. for the six months ending
the 15th Sept., 1895, and if such residue is insuflicient for that pur-
pose, the coy shall make up the deficiency. The coy shall be entitled
to postpone the payment of the remaining 2 p.c. for these two periods
of six months as hereinafter provided.

5. From the 15th Sept., 1895, until the 15th Sept., 1898, interest
shall be paid, when due, at the rate of 3 p.c.p.a. upon the first mort-
gage debentures. The coy shall be entitled to postpone the payment
of the remaining 2 p.c, and also of the 2 p.c. due on the 15th March,
1895, and the 15th Sept., 1895, until the loth Sept., 1898 ; but if the
auditor of the coy for the time being, on certifying the accounts for
any year, including the current year, shall certify that the profits of
the coy for that year are sufficient to pay the arrears of interest, or
any part thof, then payment of such arrears, or so much thof as such
profits shall be sufficient to pay, shall be made accordingly.

6. All postponed interest on the first mortgage debentures shall be
pd on 15th Sept. 1898, and on and after that date the interest at the
rate of 5 p.c.p.a. shall be pd in full.

7. The right of the coy to postpone the payment of any interest
upon the first mortgage debentures under the provisions of this
scheme shall cease if a reer is appointed of the undertaking or assets
of the coy, or if an order is made or a resolution passed to wind up
the coy.

8. The principal money secured by the first mortgage debentures
shall be forthwith payable —

(a) If the coy makes default for three calendar months in payment

of any interest payable in accordance with this scheme.

(b) If an order is made or a resolution passed to wind up the coy.

(c) If the coy commits a breach of any of the provisions of this

scheme.

9. Certain conditions on first mortgage debentures cancelled.

10. The profits of the coy after payment of interest at the rate
of 5 p.c.p.a. upon the first mortgage debentures shall be applied first
in replacing the amounts taken from the invested funds to pay the
interest due on the first mortgage debentures on 15th Sept. 1891, and
also the amounts to be so taken pui'suant to tiie provisions of Clauses 3
and 4 of this scheme.

11. 12, 13. \^Provisiotis as to second mortgage clebe7itures.~\

14. The coy shall pay in full the unsecured creditors of the coy
whose debts resply do not exceed 2/., the other unsecured creditors of
the coy shall accept in satisfaction of their claims resply proved against



747



748 ARRANGEMENTS — FORMS.

the coy in the winding-up debenture stock equal in nominal amount to
such claims.

15. l^Anionni and character of the debenture stock.']

16. The sd debenture stock shall be secured by a trust deed, &c.,
and the securities for the debentures, stock, and the stock certificates,
shall be in accordance with forms which have been approved by the
liqr of the coy.

17. So long as the first and second mortgage debentures and the de-
benture stock or any of them still remain outstanding, the surplus profits
of the coy, after keeping down the interest on the first and second
mortgage debentures and debenture stock and making good the amounts
mentd in Clauses 3, 4 and 10 of this scheme, shall be invested and held
as a further security for payment of the sd first and second mortgage
debentures and debenture stock according to their respive priorities.

18. \_Special jjrovisioti as to ascertaining profits. ~\

19. B. shall be the managing director of the coy at a salary of 500^.
p. a., and such further sum as may be voted as his remuneration by the
first and second mortgage debenture holders and debenture stock
holders as hnftr provided.

20. The holders of the first mortgage debentures of the coy may at
the meeting summoned under the order of the Ct to approve this
scheme appoint any persons not exceeding three to be directors of the
coy in addition to the sd B., junr., and fix their remuneration.

21. So long as the first and second mortgage debentures and the
debenture stock of the coy or any of them shall be outstanding, the
holders of such debentures and of debenture stock shall be entitled, at
a meeting summoned for the purpose, by a resolution passed by a
majority in value of the debenture holders and debenture stock holders
present in person or by proxy at such meeting, to remove the managing
director and any other director of the coy from office, and to fix the
remuneration of the dii-ectors, and to vote any additional remuneration
to the managing director, and also, as often as any vacancy shall occur
in the ofiice of managing director or of any other director of the coy, to
fill up the same, and meetings for the purposes of this clause shall be
convened by the trustees for the fij-st mortgage debenture holders at
the expense of the coy, by seven days' notice in writing sent by post
to the holders of the sd first and second mortgage debentures and
debenture stock, addressed to them at their addresses as they appear in
the register of such debentures and debenture stock, and every such
notice shall be deemed to have been given when the letter containing
the same was posted ; the managing director and any other director
appointed by the sd first mortgage dcbentui'e holders under Clause 20
hof , and any further managing director or directors, shall not be required
to hold any qualification or to retire by rotation under the articles of
association of the coy.



ARRANGEMENTS FORMS. 740

22. Proper memoranda shall be placed upon the sd first and second
mortgage debentures for the purpose of carrying into effect the provi-
sions of this scheme, and such memoranda and any sujjplemental
trust deed and other instruments which may be required for giving
effect to this scheme shall be in such form as the debenture holders'
committee shall approve.

23. All further proceedings in the winding-up of the coy, except
for the purpose of giving effect to the scheme, shall be stayed.

24. As soon as possible after this scheme shall have been sanctioned
by the Ct, the recr appointed in the sd action shall pass his final account,
and all further proceedings in the sd action (1894, L. 1534) shall be
stayed. Barnard^ ^-c, Lhntd.^ Vaughan Williams, J., 5th Dec. 1895.



Abstract of other Arrangements for Stay.

The Western of Canada Oil, Lands, and Works Coy, Limtd.

Compulsory winding-up. Liquidation to continue for certain specified purposes.
A debenture-holders to receive paid-up shares in satisfaction of an-ears of interest.
Prior lien debentures to be issued, and out of proceeds the general creditors to -be
paid off. Prior lien debenture holders to have exclusive right to vote at meetings
of company for ten years. Subject as aforesaid, debenture actions and winding-
up to be stayed. Sanctioned by Jessel, M. K.

SeeW. N. (1874) 148.

The company was being wound up compulsorily, and the scheme is set out in full
in the 5th edition of this work.



Alabama, New Orleans, &c. Eail. Coy, Limtd.

In this case the company was in voluntary liquidation, and there was a debenture
action pending. The first debentures of the old company to be exchanged for A
debentures and B debentures of the new company. The second debentures to be
exchanged for C debentures of the new company, and the unsecured creditors to
receive C debentures. The action and the winding-up to be stayed.

See Report, (1891) 1 Ch. 213.



Santa Fe and Cordova Great Southern Rail. Construction Coy,

Limtd.

In tliis case the company had issued first mortgage debentures and also some
second mortgage debentures, and there was a debenture holders' action pending,
and a receiver and manager of the undertaking had been appointed in that action.
The receiver had raised 50,000^. by the creation and deposit of scrip certificates for
100, 000^. prior lien bonds of the company. The scheme provided that these certifi-
cates should be given up, and that the holders should receive 50,000/. prior lien bonds,
secured as a first charge on the undertaking in satisfaction that the holders of the
first debenture stock should fund two- and- a -half years' interest as from 1st Jan.
1892, and should receive funding certificates secured as a charge next after such



750 ARRANGEMENTS — FORMS.

first debenture stock ; tLat the rate of interest on the first debenture stock should,
as from 1st Jan. 1895, be increased from 5 p.c. to 6 p.c. ; that the second debentures
should be given up, and that the liquidator should issue 250,000 second debentures
partly in satisfaction of the debentures so given up and partly to various persons
who had agreed to take the same, at a discount ; that the company should covenant
not to pay dividends until the interest on all the securities had been paid up to
date ; that the company should appoint certain persons, to be nominated by the
holders of the prior lien bonds, to be directors of the company, and that they should
hold office without liability to retire by rotation ; that the residue of the prior lien
bonds should be dealt with as provided by the scheme ; that on the scheme being
api^roved the debenture holders' action and the winding-up should be stayed, and
that the liquidator might assent to modifications approved by L. on behalf of the
holders of the scrip or the prior lien bonds, and B. on behalf of the first debenture
holders. Meetings of the first debenture holders, and the second debenture holders,
and of the contributoiies, were duly convened, and on 11th Jan. 1893, the order
was made by Mr. Justice Chitty sanctioning the scheme.

Landore Siemens Steel Coy, Limtd.

In this case a supervision order had been made. Immediately afterwards a
meeting of the debenture -holders was convened to consider the scheme of arrange-
ment, and it was directed that fourteen days' previous notice of such meeting be
given to each of the debenture-holders, and that such notice should be sent through
the post. There was no direction to advertise the meeting. The scheme provided
that the time for the payment of the debentures should be extended for five years ;
that the rate of interest on the debentures should be reduced from 6 p.c. to 4 p.c. ;
that in addition to the powers conferred on the trustees for the debenture -holders
by the trust deed they should have power to let on lease, surrender, or otherwise
deal with the collieries ; that the liquidators should be at liberty (notwithstanding
the prior right of the debenture-holders) to apjjly the book debts in paying the
ordinary creditors ; that the debenture-holders' action should be discontinued, the
winding-up should be stayed, and that possession should be given up to the com-
pany ; and that the future net profits should be api^lied in redeeming debentures.
The scheme was agreed to at the meeting, and on the 10th July, 1879, an order was
made by Malins, V.-C, sanctioning the arrangement.

The scheme, petition, and order to be found set out at p. 547 of the 2nd edition
of Company Precedents.

Arrangements for Composition.

Bessemer Steel and Ordnance Coy, Limtd.

Assets sold to A., who agreed to pay a sum sufficient to pay a dividend of 5*. 2d.
in the pound to the creditors, and also to pay the costs of the wiudiug-up. Sanc-
tioned by Malins, V.-C, in 1875.

Set out in 5th edition of this work.

Tlio Accidental Death Insurance Coy.

In this case the company was being wound up under supervision. A meeting
was called to conhidcr a compromise or arrangement which had been proj^osed
between the contributories of the company and its creditors for the final settlement



ARRANGHMKNTS — FOKM.S. 751

of all the claims of the latter by payment of a further dividend of 3s. dd. in the
pound within one calendar month of the date of the order sanctioning' such com-
promise or arrangement. An order was subsequently made by Jessel, M. E.., 30th
Mai'cli, 1878, sanctioning' the arrangement.



Gaudet Freres Steamsliip Coy, Liuitd.

This company was being wound up compulsorily ; it was insolvent, and the whole



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 97 of 134)