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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of the assets were claimed by L., to whom mortgage debentures had been issued.
An arrangement was proposed and approved by a meeting of creditors, and the sub-
joined order was made by Malins, V.-C.

Upon the application of the official liquidator, &c., Oi'der that the arrangement
or compromise contained in and provided for by an agreement dated 18 February,
1878, made between the said company of the first part, C. [the official liquidator] of
the second part, and L. of the third part (being exhibit D. to the said affidavit of 0. ,
filed, &c.), whcreb}' the said company and the said C. agreed with the said L. to sell
to him all the assets of the company in England and in France, in consideration of
the said L. paj'ing to the creditors of the said company, who have been duly certified
as such, the sum of 6(L in the pound as composition and in discharge of their
respective debts, and paying the whole of the costs, charges, and expenses of the
liquidation of the said company, and in and by a resolution of the said creditors
passed at a meeting of the creditors of the said company, held 15th July, 1878, be
sanctioned by the Court, and the same is hereby declared to be binding on all the
creditors of the said company, also on the liquidators and contributories thereof.
Gaudet Freres Co. Malins, V.-C, 24th July, 1878. A. 1489.

Emperor Life Assurance Society, Limtd.

The company was being wound up under supervision. A provisional agreement
■was made between the company and its liquidators and the W. Assurance Company,
under which the current policy-holders were to receive policies of the W. Company
in lieu of their policies in the Emperor ; and the W. Company was to rank as a
creditor of the Emperor Company in the place of such current policy-holders. The
winding-up of the Emperor Company was to j)roceed, and the W. Company was to
get its share of the assets in due course ji^rtri passu with the matured policy-holders
and other creditors. By order of 13th January, 1886, a meeting of the policy-
holders affected was convened, and on 27th March, 1887, an order was made by
Bacon, V.-C, sanctioning the scheme.

Sovereign Life Assurance Coy.

The scheme in this case provided for the handing over of the assets to the
Sovereign Life, which was to issue to the policy-holders fresh policies of reduced
amount, and to pay to the matured policy-holders their proportion of the assets.
The scheme was sanctioned 14th June, 1890. See Sovereign Life v. Dodd, (1892)
2 Q. B. 373.

Buenos Ayres "Water Coy. Form 839a.

1. The Hqrs of tlie coy sliall (subject to due provision being made for Distribution
the liabilities of the coy and its proper liquidation) distribute the bonds ?^ ^?^'^"* °*,
of the Argentine Republic receivable by the coy under the contract in satisfaction



752



ARRANGEMENTS FORMS.



of claim of

debenture

holders,

preference

shareholders,

&c.



dated the 5tli May, 1891, made between Dr. Victorino de la Plaza of
the one part, and the coy of the other part, in the manner and order
following : —

(a) Each holder of scrip for debentures of the coy shall surrender to

the liqrs to be cancelled the scrip held by him, and the liqrs
shall hand over to him so many of the afsd bonds as shall be
equal in nominal amount to the principal moneys due in
respect of the surrendered scrip, and the bonds so handed
over shall be accepted by such holder in full satisfaction of
all claims on the assets of the coy in respect of such sur-
rendered scrip.

(b) The liqrs shall hand over to each holder of preference shares in

the coy (upon the surrender by him to the liqrs for cancella-
tion of the certificate for the shares held by him) so many of
the afsd bonds as shall be equal in nominal amount to the
nominal amount of the shares so held, and the bonds so
handed over shall be accepted by such holder in full satisfac-
tion of all claims on the assets of the coy in resjiect of the sd
shares.

(c) The liqrs shall hand over the balance of the sd bonds remaining

after the distributions mentd in (a) and (b) to Messrs. S. B.
Hall & Co., in pursuance of the sd contract of the 28th April,
1891.
2. \_Powe7' to assejit to modi/ications.~\



Form 840 Resolution agreeing to arrangement.

Resolution. That this meeting of the [A debenture holders or of the unsecured

creditors or of the contributories] of the Coy, Limtd, having

considered the scheme of arrangement submitted to it hby aj^proves of
the same and agrees thereto.

If need be, add the words "subject to the modifications following, viz., &c."



The following is the form of proxy now recognized in the Registrar's Chambers,
but it is framed on the assumption that Madras Irrigation Co., W. N. (1881) 120, is
right. (See note at commencement of this part of the work.) That case, however,
has never been discussed before Vaughan Williams, J., in Court, and it may be
that it would not sxirvive such a discussion. The form given is for an unsecured
creditor ; a modified form is used in the case of a debenture holder, or a policy
holder, or a contributory, as the case may require.



Form 841. {Title as in Form 81G.)

-ptonj. " I) ^^ undersigned, an imsecured creditor of the above-named coy,

hby appoint W., of, &c., whom failing. P., of, &c. (a), — [(a) If any
other proxy is preferred^ strike out tiamcs here inserted and add name of



ARR ANGEM ENTS — FORMS .

proxy preferred^ and initial the alteration. Tlw proxy must he an unse-
cured creditor of the coy. (See, however, note on proxies, supra.y] — as
my proxy to act for mo at the meeting of unsecured creditors to be

held at , on — day, the — th day of , 189 — , at • o'clock

in the — noon, for the purpose of considering, and, if thought fit,
approving, with or without modification, a scheme of arrangement
proposed to be made between the sd coy and its unsecured creditors,
and at such meeting, and any adjournment thof, to vote for me and in
my name (b), — [(b) If for, insert '^for^^ ; if ayainst, insert " ayainst,^'
and strike out the irords below after " scheme,^^ and initial such altera-
tions^ — the said scheme, either with or without such modification, as
my proxy may approve.

Dated this day of , 189—.

Signature .

Address .

Amount of debt in figures, £ : s. d.

Notes.

1. The proxy must be lodged with the liqr, at his ofiice, , not

later than the day before the meeting at which it is to be used.

2. Any alterations made in the form of proxy should be initialled.

In the form as used, the portions printed in italics are printed in the margin.



No. 00213 of 1894 ; No. 00218 of 1894 ; No. 00240 of 1894. Form 842.



In the High Ct of Justice. (Cos Winding-up.) Mr. Justice Advertise-
Yaughan Williams. In the matter of the Cos Acts, 1862 to 1893, and J'^^^^"^
in the matter of the Imperial Pj)ty Investment Coy, Limtd, and in the petition,
matter of the Joint Stock Cos (Arrangement) Act, 1870. Notice is
hby given that a peton has been presented to the High Ct of Justice

by E C , of No. Street, Mansion House, London,

accountant, the liqr of the above-named coy, that the scheme of
arrangement submitted to the meetings held on the 3rd day of August,
1894, of the debenture holders, other unsecured creditors, and share-
holders of the sd coy, may be sanctioned by the sd Ct so as to be
binding on all the debenture holders, creditors, and contributories of
the coy and on the sd liqr.

And that the sd peton has been directed to be heard before the Ct
sitting on Wednesday the 8th day of August, 1894, and that any of
the sd debenture holders, creditors, or contributories desirous to oppose
the making of an order to confirm the said scheme of arrangement
should appear at the time of hearing by himself or his counsel for that
purpose, and that a copy of the peton will be furnished to any person

P. 3 c



754 ARRANGEMENTS — FORMS.

entitled to the same by tlie undersigned on payment of the regulated
charge for the same.

Dated this 6th day of August, 1894.

and Son, Street, London,

Solors for the petr.

It is not usual to advertise as above the day fixed for the hearing of the petition,
but such an advertisement is occasionally directed where the time fixed for holding
the meetings is short, so as to give people an opportunity of attending at the
hearing if unable to be present at the meetings.

Form 843. \_Title.']

Petition to ob- The humble peton [see supra, p. 702] of . The Coy,

ofTheTcourr ^imtd, and of , of , the liqr thof [_or of the off reer and

prov liqr thof], showeth as follows : —

1. The object of this peton is to obtain the sanction of the Ct to a
scheme of arrangement by way of reconstruction, whereby the assets
and liabilities of the above-named coy are to be transferred to a
new coy.

2. [Incorporation of coy : nominal capital].

3. [Objects of coy].

4. [Coy purchased mines].

5. 6, and 7. [Particulars of shares issued].

8. [Large expenditure on machinery, &c.].

9. In the course of its business the coy incurred divers debts and
liabilities.

10. Owing to the low price of lead, and the expenditure required to
carry on the working of the sd mine, the coy became embarrassed,

and in the months of , , and , of 189 — , divers actions

were commenced by several of the creditors of the coy to enforce pay-
ment of the debts due to them.

1 1 . [Extraordinary resolution to wind up passed, and petr appointed
liqr].

12. [Supervision order].

13. [Particulars as to coy's indebtedness].

14. The ppty of the coy is considered Hkely to prove very valuable,
and a large number of the creditors and contributories of the coy
being anxious that its business should be carried on, and the coy re-
constructed for that purpose, your petr caused a scheme of arrange-
ment to bo prepared.

15. Such scheme of arrangement was in the following terms : Inhere
set it out'].

16. By an order made in the above matter on the day of

, it was ordered, &c. \jncetin(/s to he conrcned].

17. On the day of , a meeting of the creditors of the coy,

duly convonod in accordance with the last-stated order (a copy of the



AKRA^'Gl•:ME^'J^s — forms. Too

sd sclieme of arrangement as set f ortli in paragraph 1 5 of this peton
having been annexed to the notices convening tlio meeting), was held
at , and your petr took the chair at such meeting.

18. The sd meeting was attended either jiersonall}^ or by proxy by
fifty-one creditors, to whom £ is due. The sd scheme of arrange-
ment was taken as read, and it was unanimously resolved by the
creditors so present either personally or by proxy, that they approved
of the scheme for the reconstruction of the coy as submitted by the
sd liqr (being the sd scheme of arrangement) and agreed thereto, and
desired the same to be adopted and carried into effect.

19. On the same day of , a meeting of the contributories

(&c., as in paragraph 17).

20. The sd meeting was attended either personally or by proxy by

189 contributories holding ordinary, and preference shares.

The sd scheme was then and there read to all the contributories who
were personally present at the sd meeting, and it was resolved by the
contributories so present either personally or by proxy, that they
approved of the proposal and scheme for the reconstruction of the coy,
as submitted by the liqr (being the sd scheme of arrangement), and
wished the same to be adopted and carried into effect.

21. All the contributories so present as afsd, except three, who hold
160 ordinary shares, voted in favour of such last-mentd resolution.

22. No objection has been made to carrying out the sd scheme of
arrangement.

23. It will, in the opinion of your petr, be much for the benefit of
the coy that the sd scheme of arrangement should be sanctioned by
this honourable Ct, and that your petr should be authorised to carry
the same into effect.

Your petr therefore humbly prays as follows :

1 . That the sd scheme of arrangement may be sanctioned by this

honourable Ct so as to be binding on all the creditors and
contributories of the old coy, and on your petr as the liqr thof.

2. Or that such other order may be made in the premises as to this

honourable Ct shall deem meet.
And your petr will ever pray, »S:c.
Note. — It is not intended to serve this peton on any person.

Upon the applicon by summons dated, &c. of F. and N., the liqrs of Form 843a.
the above-named coy, and upon hearing counsel for the ajipellants, and -r., ^., .
upon reading the order dated the 10th July, 1895, directing the volun- liquidator of
tary winding-up of the sd coy to be continued, but subject to the to^i^^enf to^
supervision of this Ct, and an afft of the sd P., filed, &c., and the auother
exhibits therein referred to. It is ordered that the sd liqrs be at liberty company s
m the name and on behalf of the sd coy to give the consent of the sd

coy to the proposed scheme of arrangement between the Coy and

3 c 2



756



ARRANGEMENTS — FORMS.



the holders of certain series of debentures issued by such coy, so far as
the sd scheme affects svich of the sd debentures as have been insured

by the sd coy, and to agree with the sd Coy, on behalf of the

debenture holders whose debentures are so insured as afsd, that the
acceptance by them of the sd scheme shall in no way lessen, alter or
otherwise affect the above-named coy's liability under its policies and
scheme of arrangement guaranteeing the payment of the principal and
interest secured by the sd debentures or of the debentures to })e issued
in renewal thof, and that the sd liqrs be at liberty to give such consent
in the form of the letter set forth in the printed document exhibited to
the sd afft of the sd F., and marked F. N.' Mortgage Insurance Cor-
poration (00159 of 1895), Hood, Eeg., 6th Aug. 1895.



Form 844.

Order
panctioning
scheme of
an-ano'ement.



Upon the peton of the above-named coy and of B., the off recr and
liqr thof, on 21st Sept. 1896, preferred unto this Ct, and ujion hearing
counsel for the petrs and for the respondents, the S. Coy, Limtd,
incorporated the 3rd Jan. 1891, and N. and W. the liqrs thof, and
upon reading the sd peton, the order to wind up the above-named coy
dated, &c., the order dated, &c., whereby the sd B. was ordered to
convene separate meetings of, &c. {see Form 817), for the purpose of
considering, and if thought fit approving, with or without modifica-
tion, a scheme of arrangement proposed to be made between such
creditors and holders of policies and contracts and the above-named
coy (such scheme being the exhibit A. to an afi't of B., filed the
11th Aug. 1896), the London Gazette of the 14th Aug. 1896, the Times,
and Standard newspapers of the 13th Aug. 1896, and the North British
Dailg Mail and the Edinburgh Scotsman newspapers of the 14th Aug.
1896, and each containing an advertisement of the notice convening
the sd meetings directed to be held by the sd order dated 11th Aug.
1896, the report of the sd B. made to the Ct, dated the 7th Sept. 1896,
of the results of the sd meetings, the afft of B. filed 23rd Oct. 1896,
and the afft of E., and the exhibits in the sd afi'ts resply referred to.

This Ct doth hby sanction the scheme of arrangement referred to in
the twenty-second paragraph of the sd peton, as modified at the
meetings held on the 27th Aug. 1896, as stated in paragraphs 24, 25, 26
and 27 of tlie sd peton, subject to the modifications imposed by the Ct
on the hearing of the sd peton, and which scheme of arrangement as
modified at the sd meetings, and with the modifications imposed by the
Ct as afsd, is set forth in the schedule hereto, and doth declare the
same to bo binding on the sd creditors, holders of policies, and con-
tracts and contributories of the above-named coy, and also on the sd
B. as the liqr thof.

And it is ordered that tlie costs of the incorporation of the new coy
referred lo in llie sil scheme, and the costs, charges, and expenses not



ARRANGEMENTS — FORMS. "^7

alread}' taxed, allowed, or jid of the respivo liqrs of and incident to
the windiu}^-up of the sd S. Coy, Limtd, incorporatod the 3rd Jan.
1891, and of the above-named coy, and the costs, charges, and ex-
penses of the petrs of the negotiations for and the preparation of the
sd scheme, and the carrying of the same through (including tlie costs
of the sd meetings of creditors and contrihutories), and of obtaining
the sanction of the Ct to the sd scheme, and of ascertaining the remu-
neration hnftr referred to, and also the costs of the sd respondents of
the sd peton be respl}' taxed, and that such costs when taxed be pd as
provided by clause 24 of the sd scheme.

Vaughan Williams, J., now always requu-cs all costs payable under the scheme
to be taxed, and the directions to tax are inserted in the orders as of course.

And it is ordered that it be referred to the E,egr Cos (Winding-up) to
ascertain and certify the amount (if any) proper to be allowed to the
committee of inspection of the above-named coy for remuneration for
their services in connection with the winding-up of the above-named
coy, and with the sd scheme and the carrying of the sd scheme into
effect. Securities Insurance Co., Limtd, Vaughan Williams, J., 28th
Oct. 1896.



Uj)on the hearing, on the 27 March, 1895, of the peton of the above- Form 845.

named coy, and of , of , the liqr thof, on the 18 March, 1895,

preferred unto this Ct, and upon hearing counsel for the petrs, and
for A., B., C, D. and E., being a committee of creditors of the above-
named coy supporting the sd peton, and upon reading the said peton,

the afft of the petr , filed 21 March, 1895 (verifying the sd peton),

the order, dated 27 March, 1895, continuing the voluntary winding-up
of the sd coy, subject to the supervision of the Ct ; the order, dated

21 February, 1895, whereby the sd , as such liqr, was directed to

convene separate meetings of, &c., for the purpose of, <S:c., the London
Gazette and the Times, the Scotsinan, the Glasgoiv Herald, and i\\e Lojidon
and China ^a-/);-ess newspapers, all dated 22 February, 1895, the Scots-
man newspaper of the 23 February, 1895, and the London and China
Telegraph newspaper of the 25 February, 1895, each containing an ad-
vertisement convening the sd meetings, the report of the sd , as

chairman of the sd meeting of shareholders, filed 21 March, 1895, the
afet of Sir E. C. N., C.B., sworn 25 March, 1895, and the exhibit E. C.
N. 1 therein referred to, being the report of the sd Sir E. C. N. (the
chairman of the sd meeting of unsecured creditors), dated 25 March,

1895, the afft of , filed 28 March, 1895, and the exhibits therein

referred to, the afft of the sd and (as to service of notices

convening the sd meetings), and the exhibits therein referred to, and
the London Gazette, dated 19 March, 1895, containing an advertise-
ment of the hearing of the sd peton.



Another.



758



ARRANGEMENTS — FORMS.



Anotlier,
composition
and stay of
winding-up



This Ct dotli liby sanction the scheme of arrangement embodied in
the sd agreemt of the 21 February, 1895, set forth in the first schedule
hereto, subject to the conditions imposed by the Ct, set forth in the
second schedule hereto ; and such scheme of arrangement, as modified
by and subject to the sd conditions, is hby declared to be binding on
all the unsecured creditors (including the depositors) of the above-
named coy, except her Majesty's Grovernment, and any creditors by
law, or by the provisions of the sd scheme of arrangement, entitled
to the payment in full of their claims, and also on the liqr and con-
tributories of the above-named coy. Banh of China, Sfc, Vaughan
Williams, J., 3 April, 1895.

Form 846. Upon the peton, &c. \_scheme sanctioned^, and the same is hby
- declared to be binding on all the creditors of the above-named coy
within the United Kingdom, on the Continent of Europe, and in the
United States of America, summoned to the above-named meeting by
direction of this Ct, and on all the contributories of the sd coy, and
also on the prov liqr thof .

And it is ordered that this Ct, notwithstanding anything to the con-
trary in the said scheme of compromise or arrangement and this order
appearing, is to remain the Ct in which any applicon is to be made with
reference to carrying into execution the sd scheme of compromise or ar-
rangement and this order, so far as the same relates to the assets and the
creditors and contributories of the sd co}^ within the United Kingdom.

And the sd B., as such ofi recr and prov liqr, is to be at liberty to
apply to the Ct for a reduction of the fees (prescribed in the scale of
fees annexed to the order as to fees of the 17th Dec, 1891, pursuant
to the order as to fees of the 24th August, 1898), and the amount of
fees sanctioned by the Ct to be allowed to the sd B. as such off recr
and prov liqr as afsd is to be retained by him out of the assets of the
sd coy now in his hands.

Where the head office is out of England, as in the case of the Australian
Bank, the sanctioning order usually contains a clause as above. See the order
of 24 June, 1892, App. B.

And it is ordered that the costs, charges, and expenses of the petr
since the date of the winding-up order preliminary to and of and inci-
dent to the said scheme, and of the proceedings to approve and
confirm the same, and the like costs, charges and expenses of the sd
off recr and prov liqr, be taxed and paid out of the assets of the sd
coy in the hands of the sd B. as such off recr and prov liqr. Alfred
Shaiv Sf Co. Limtd, Vaughan Williams, J., 10th July, 1895.



Form 847. Upon the peton, <S:c., this Ct doth hby sanction the scheme of ar-

. , T rangomont set fortli in paragraph 20 of the sd peton and in the

of winding-up schedule hereto, and doth declare the same be binding on aU the
and action.



ARRANGEMENTS FORMS. "'^9

holders of first and second mortgage debentures and unsecured credi-
tors, and also on the liqr and contributories of the above-named coy.
And it is ordered that the costs of all parties of the above-mentioned
action and all costs properly incurred by the debenture holders' com-
mittee, including costs of audit meeting or otherwise in connection
"with the protection of the debenture holders' security, and the costs of
all parties of the winding-up peton and the order made thereon, and
also the costs of the liquidation and the costs of the debenture holders'
committee and of the second debenture holders and the trustees for the
debenture holders and of the liqr, of and incidental to the negotiation
for the sd scheme, and the sd order herein of the 1st Nov. 1895, and
of the meetings summoned in pursuance thof, and the costs of all
parties of and incidental to this applicon and of carrying the sd scheme
into effect, be taxed as between solor and client. And discharge B.,
the recr and manager appointed in the sd action by order dated the
11th July, 1894. And that the sd B., as such recr and manager, do
forthwith bring in and pass his final account, and pay the balance
which shall be certified to be due from him to the sd coy. And there-
upon It is ordered that the recognisance entered into by the sd B., and
the joint and several bonds entered into by the sd B., together with
the Law Guarantee and Trust Society, Limtd, as his sureties, and both
dated 8th Aug. 1894, be resply vacated and discharged. And It is
ordered that all further proceedings in the above-mentd action and in
the winding-up of the above-named coy be stayed, except for the pur-
pose of carrying the sd scheme into effect. And any of the parties are
to be at liberty to apply as to carrying the sd scheme into effect as he
or they may be advised. Barnard, ^r. Limtd, Yaughan Williams, J.,
5th Dec. 1895.

Where meetings had been held of several classes of creditors other than the
holders of prior lien debentures, and a scheme approved thereat was sanctioned, and
such scheme provided inter alia for a stay of the winding-up, the order sanctioning
the scheme appointed "A. and B. to represent all the holders of the 400,000/. prior
lien debentures of the above-named company, created in 1892, for the purpose of
consenting to an order staying all further proceedings in the winding-up of the
said company, and the said A. and B. by their counsel consenting accordingly,"
and stayed further proceedings. Interoceanic Co., Vaughan WUHams, J., 29th
April, 1896.



Upon the applicon of W., the off recr and liqr of the above-named Form 848.

coy, and upon hearing the applicant in person, and upon reading, (S:c., ;



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 98 of 134)