Charles Mac Naughten Sir Francis Beaufort Palmer.

Company precedents for use in relation to companies: subject to ..., Volume 2 online

. (page 107 of 152)
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2.15 o'clock in the afternoon, at which place and respective times all

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652 AREANGEMENT8 — FOBMg.

tlie afsd debenture stock holders, creditors, and contributories are
requested to attend. A copy of the sd scheme of arrangement can be

seen at the ofioe of the coy, Street, London, E.G., at any time

between the hours of 10 and 2, on any weekday prior to the day of
the sd meetings. The sd debenture stock holders, creditors, and
contributories may attend such meetings resply, and yote in person or
by proxy, provided that all proxies given by the sd debenture stock
holders, creditors, and contributories resident in the United Kingdom,
or within the continent of Europe, are deposited with the Off Recr in
Cos Liquidation. 33, Carey Street, Lincoln's Lm, in the county of
London, not later than noon on Friday, the 16th day of Feb. 1894.
The Ct has appointed C. J. S. the off recr and prov liqr of the coy to
act as chairman of the sd meetings. The above-mentd scheme will be
subject to the subsequent approval of the Ct.
Dated the 20th day of January, 1894.

C. J. S., Off Recr and Prov Liqr of the sd Coy.

Sometimes the advertiBement contains some such words as the following: —
** Pursuant to the said scheme, the three first directors of the new company are to
be selected at the said meeting of the holders of debentures, and debenture holdeia
attending that meeting will have to produce their debentures." Dominum of
CanadOy ^. Co., Ap. 1886.

Form 868. {Title, ^c.)

Another. Notice is hby given that by an order, dated the 25th day of March,

1896, made in the above matters, Mr. Hegr Hood has directed separate
meetings (1) of the holders of the 730,000/. of 6 p.c. debentures of the
sd coy, and (2) of the contributories of the sd coy, for the purpose, &c.
The undersigned S. has been appointed to act as chairman of the sd
meetings. Every holder of debentures desiring to attend and vote
personally or by proxy at the meeting, must either produce his deben-
tures at the meeting, or he may deposit his debentures with the L. and
C. Banking Coy, Limtd, 21, Lombard Street, London, or any other
banker in Great Britain or Lreland, in exchange for a receipt for the
debentures stating the name and address of the depositor and the dis-
tinguishing numbers and face value of his debentures. Such receipt
must be deposited not later than Thursday, the 18th day of June, 1896,
at noon, at the L. and C. Banking Coy, Limtd, 21, Lombard Street,
London, E.C., when an attendance certificate and a voting talon will
be given, entitling the person depositing the debentures to attend and
vote in respect of such debentures at the sd meeting and any adjourn-
ment thof , and on any poll taken in consequence thof . After the trans-
action of the business at the meeting or any adjournment thof, the
receipt for the debentures deposited will be returned upon surrender
of the attendance certificate. Debenture holders and contributoriee



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ARRANGEMENTS — FORMS. 853

may vote either in person or by proxy. Forms for the appointment of
a proxy can be obtained at the office of the liqr, at, &c., or at the L.
and 0. Banking Coy, Limtd. Debenture holders and contributories,
whether individuals or corporations, may appoint as their proxy any
debenture holder or contributory resply entitled to vote in his own

right. Proxies must be lodged with the Yolimtary Liqr at E.G.,

not later than noon, on Tuesday, the 30th day of June, 1896.

C. J. S., Voluntary Liqr.
Dated this 29th day of May, 1896.

Where the debentures are to bearer, a deposit is sometiines required as follows : —
** Debenture holders attending the said meeting of debenture holders must produce
their debentures, and shareholders holding share warrants to bearer must produce
their share warrants at the meeting of contributories." TTest Indian, ^r., 18 July,
1892. Or '* The prior lien bondholders and debenture holders desiring to attend or
vote by proxy at the meetingfs must on or before Saturday, the 20th day of October,
1894, deposit their bonds or debentures respectively, as the case may be, with the
company's bankers, the London Joint Stock Bank, Limited, Princes Street, Man-
sion House, E.G., where lists and proxy forms can be obtained. The bankers'
certificate of deposit will entitle the holder to attend and vote in respect of the
prior Hen bonds and debentures so deposited at the meetings of prior lien bond-
holders and debenture holders respectively, and any adjournment thereof, and any
poll to be taken in consequence thereof, and after the transaction of the business of
the meeting the prior lien bonds and debentures respectiyely will be returned upon
the surrender of the certificate." Oreat Southern of Spain RaiL Co,, 4th October,
1894.



{Title, ^c, 8ee Form 853.) Porm 869.

Mortgage Insurance Corporation, Limtd. Another.

Notice is hby given that by an order dated the 18th Nov. 1895, made
in the above matter by Mr. Eegr Hood, F. and N., the liqre of the
above-named corporation, were ordered to convene five several meeting^
of the classes of creditors and contributories of the corporation
specified in the schedule hto, 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 corporation and the
ed several classes of creditors thof , a copy of which scheme can be seen

at the office of the liqr's solors, Messrs. A., B. and C, of , in the

city of London, prior to the day of the meetings, and that such
meetings resply will be held at, &c., on Friday, the 6th day of Dec.
1895, at the several times specified in the sd schedule, at which times
and place all the sd classes of creditors and contributories are requested
to attend. The sd creditors and contributories may attend such
meetings resply and vote either in person or by proxy, but no contri-
butory shall give a proxy except to another contributory, and no
creditor shall give a proxy except to another creditor. In the case of



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854



ARRANGEMENTS — FORMS.



joint creditors or joint contributories, any one of such joint creditors
or joint contributories may vote or give a proxy. Policy holders
attending the meetings must, if required by the liqr or the chairman
of the meeting, produce their policies before voting. The sd order
directs that the sd N., and failing him the sd F., be chairman of sudi
meetings, and that such chairman is to report the result thof to the Ct.
Dated, &c.

H. H., Eegr Cos Winding-up.

X. X., Solors to the sd F. and N.

SOHEDTTLX.



Contributories and Classes of Creditors.



TfmA Appolnfted f or
Meeting on 6Ui Dec. 1806.



1. Holders of policies of the corporation, other than mortgage

policies and capital redemption fond policies

2. Secured creditors of the corporation, other than the holders

of capital redemption fond policies

3. Holders of mortgage policies of the corporation

4. TJnsecnred creditors of the corporation, other than policy

holders and creditors in respect of salaries, wages, and

office rent and expenses

6, Ckmtributorics



at 11.0 a.m.

at 12.30 p.m.
at 1.30 p.m.



at 3.0 p.m.
at 4.0 p.m.



Mortgage Insurance Corporation^ Hood, Hegr.

See Forms 822 and 823, in 6th ed., for notices in case of insoianee and c^aanntee
companies.



Form 860.

Another
(colonial
creditors).



{Title as in Form ^bZ,)

English, Boottish and Australian Chartered Bank.

Notice is hby given, that Mr. Eegistrar has directed separate

meetings of (1) the creditors of the aboye-named bank (other than
the Govemment, the holders of bank notes, and creditors entld in
respect of rates, taxes, wages, and other claims, if any, payable in
full or in priority in the winding-up of the bank), and (2) of the con-
tributories of the sd coy, for the purpose of considering and, if thought
fit, approving with or without modification, a scheme of arrangement
proposed between the sd coy and its creditors other than as afsd, and
which scheme is dated the 1 7th day of May, 1893, whereof a copy can
be seen at the offices of the bank in London, Edinburgh, Melbourne,
Sydney, Adelaide, and Brisbane between the hours of ten and four on
each week day prior to the day of meeting, and that such meetings
will resply be held on Monday, the 12th day of June, 1893, at 12 o'clodc
at noon for the sd creditors, and at 2.30 o'clock in the afternoon for the
sd contributories, at, &c., in the city of London, England, at which



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ARRANGEMENTS — ^FORMS. 855

tiine and place all tlie afsd creditors and contribntories are requested
to attend.

The sd creditors and contribatories may attend sucli meetings and
vote in person^ or by proxy, provided tbat all proxies given by creditors
and contribntories in Europe or elsewhere than in Australia must be
deposited at the offices of the bank, situated at 38, Lombard Street,
London, or at 64, Queen Street, Edinburgh, not later than three days
before the holding of the sd meeting.

All proxies given by creditors in Australia must be deposited at the
head offices of the bank, viz., either Melbourne or Sydney, not less
than three days prior to the date of the sd meetings. Particulars of
proxies so deposited in Melbourne and Sydney, sufficient to enable
them to be used at the sd meetings, will be sent by telegram to the
off recr and prov liqr. The Ct has appointed S., the off recr and
prov liqr, to act as chairman of the sd meetings.

The above scheme will be subject to the subsequent approval of
theCt.

Dated this 31st day of May, 1893.

A. and B., Buildings, London,

Solors for the sd 0. J. S., the Off Eecr and Prov Liqr of the sd Bank.

See JBnglishy SeoUish and Australian Chartered Bank, (1893) 8 Gh. 385, in which
it was held that the telegram sent as mentioned in the above was sufficient to enable
the proxy here to vote. But see New Zealand^ ^e. Co, v. Morrison, (1898) A. 0. 349,
as to colonial creditors not being bound in the colony.



In the High Ct of Justice. Form 861.

(Cos Winding-up.) ^^^^

Mr. Justice Buckley.

Li the matter of the Cos Acts, 1862 to 1900, and
In the matter of the Joint Stock Cos Arrangement Act, 1870,

and

In the matter of , Limtd.

Notice is hereby given, that Mr. Registrar Qiffard has by an order
dated the 7th day of Oct. 1903, directed separate meetings of —

(1 ) The holders of first mortgage debenture stock of the above-named
coy secured by the trust deed dated the 12th Oct. 1898.

(2) The holders of second mortgage debenture stock of the above-
named coy secured by the trust deed dated Ist July, 1899.

(3) The unsecured creditors of the sd coy other than the holders of
first mortgage debenture stock and second mortgage debenture stock
and their trustees.

(4) The holders of preference shares of the sd coy ; and

(5) The holders of ordinary shares of the sd coy for the purpose of
considering and, if thought fit, approving with or vdthout modifications



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856 ABBANGEMENTS — ^FORMS-

a scheme of arrangement proposed to be made between the coj, its
creditors, and shareholders.

Such meetings will be held at , in the city of London, on the

26th day of Oct. 1903, as regards the meeting of the sd holders of first
mortgage debenture stock at 1 1 o'clock in the forenoon, as regards the
meeting of the sd holders of second mortgage debenture stock at 12
o'clock noon, as regards the meeting of the sd unsecured creditors at
4 o'clock in the afternoon, as regards the meeting of the sd holders of
preference shares at 2 o'clock in the afternoon, and as regards the
meeting of the sd holders of ordinary shares at 3 o'clock in the after*
noon. At which place and respective times all the aforesaid holders of
first and second mortgage debenture stock, unsecured creditors, ar
holders of preference and ordinary shares are requested to attend.

A copy of the sd scheme of arrangement can be seen at my ofEbta,
No. 58, Coleman Street, London, E.C., at any time between the hours
of 10 o'clock and 2 o'clock on any week day prior to the day of the sd
meetings.

Creditors and the sd holders of preference and ordinaiy shares may
attend such meetings respeedvely and yote in person or by proxy, pro-
Tided that all proxies given by the sd debenture stockholders, creditors
and contributories resident in the United Kingdom or within the
continent of Europe are deposited with me not later than twenty-four
hours before the time fixed for holding the meeting at which they are
to be used.

The Ct has appointed me, the liqr of the coy, to act as chairman of
the sd meetings.

The above-mentd scheme will be subject to the subsequent approval
of the Ct.

Dated the 15th day of Oct. 1903.

, volimtary liqr of the sd coy.



Form 862. Li the High Ct of Justice.
J^^^ (Cos Winding-up.)

Mr. Justice Wright.

In the matter of the Cos Acts, 1862 to 1900, and
Li the matter of the Joint Stock Cos Arrangement Act, 1870,

and
Li the matter of the North West Argentine Railway Coy, Limtd.
Notice is hby given that by an order of the Ct dated the 31st
January, 1901, J. K. and L. M., the joint liqrs of the above-named
coy, were directed to convene separate meetings of —

1. The holders of preferred shares issued by the above-named coy,
and

2. The holders of deferred shares issued by the above-named coy



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ARRANGEMENTS — ^l^ORMS. 867

for the purpose of considermg, and if thought fit approving, with or
without modification, a scheme of arrangement proposed to be made
between the coy and the sd respective classes of shareholders, which
scheme is as follows : —

That certain income debenture stock of the Cordoba Central Bailwaj
Coy, Limtd, to the nominal amoimt of 310,000/., representing the
surplus assets of the above-named coy after providing for the payment
in full of the debts and liabilities of the coy be, subject to such pro-
vision as may be required, as hereinafter mentioned, for the costs of
and incidental to the winding-up, and of these proceedings, including
the remuneration of the liquidators not already provided for, dis-
tributed among the shareholders otherwise than in accordance with
their rights as defined by the constitution of the coy, namely, as to
100,000/. to be distributed pari passu among the class of holders of
deferred shares, and as to the balance, viz.: — 210,000/., or so much
thereof as remains after providing for the costs and remuneration
above referred to, to be distributed pari passu among the class of
holders of preferred shares.

Such meetings will be held on Thursday, the 14th day of February,
1901, at Winchester House, Old Broad Street, London, E.G., at the
following times, viz. : —

The meeting of holders of preferred shares at 2.15 in the afternoon.

The meeting of holders of deferred shares at 2 in the afternoon, at
which time and place such shareholders are respectively requested to
attend.

Shareholders may attend such meetings respectively, and vote either
in person or by proxy.

Forms of proxy may be obtained at the offices of the liquidator

A. B., at Street, London, E.G., on any week-day between the

hours of 10 A.M. and 5 p.m. prior to the day appointed for holding the
sd meetings.

The order appoints J. K., or failing him L. M., to act as chairman
of the sd meetings, and directs the chairman to report the result of
such meetings to the Court.

Dated this 1st day of February, 1901.

& , Street, London, E.G.,

Witness . Solors for the sd liqrs.

The scheme above set forth was eanctioned in due coarse. The parties had
endeavoored to carry the scheme out without the assistance of the Court (see North
West Argentine Rail. Co.^ (1900) 2 Ch. 882) ; hut the Court held that the scheme was
irreg^ular, inasmuch as it provided for a distribution of the assets otherwise than in
accordance with the leg^l rights of the parties, i.e., gave the preference share-
holders about 13,000/. more than their proper proportion. See Griffith v. Paget
(1877), 6 C. D. 894. Hence the subsequent application to the Court under the Act
of 1870, and sect. 2i of the Act of 1900.



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868



ARRANGEMENTS — ^FORMS.



Form 863.

DebeDtuie
Btookinnew
oompany for
ezifltiiig
debentures ;
shares not
folljpaid
for existing
shares.



Arrangements for Transfer to New Company.

Imperial Ppty Investment Coy, Limtd.

(Below referred to as the present coy.)

Scheme of Arrangement.

1. A new coy sliall be incorporated under the Cos Acts, 1862 to 1893,
as a coy limtd by shares. The name of the new coy shall be Imperial
Ppty Investment Coy, Limtd, or if any difficulty arises as to registering
under that name then such other name as the liqr of the present coy
shall select. The noq^inal capital of the new coy shall be 250,000/.,
divided into 25,000 preference shares of bL each, and 25,000 ordinary
shares of 5/. each. The sd preference shares shall confer on the
holders the right to be pd out of the profits of each year available for
dividend a preferential dividend for such year at the rate of 5/. p.cp.a.
on the capital for the time being pd up thereon, and such shares shall
rank both as regards dividend and capital in priority to the ordinaiy
shares. The objects of the new coy shall include the acquisition and
undertaking of all or any of the assets and liabilities of the present
coy. The memdum and arts of asson shall be framed in accordance
with the drafts which have already been prepared with the privity of
the liqr of the present coy. The first directors of the new coy shall
be the several persons who were directors of the present coy at the
conmiencement of the winding-up thof .

It is desirable to refer to a speoific draft of the memorandiim and artioks of
association ; bat sometimes the settlement thereof is left to the liquidator, or to
some named member of the Bar or to the Registrar. SUmimrd ExphrmHon G^.,
March 26, 1902. There are, however, grave objections to such a course, for the
scheme is incomplete without knowledge of the terms of such documents.

As to directors, it is sometimes provided that the first directors, or some of them,
shaU be selected at the meeting^ to approve of the scheme.

2. The liqr of the present coy shall enter into an agreemt with the
new coy for the transfer to the new coy, upon the footing and subject
to the provisions of this scheme, of the assets of the present coy,
including the capital called and to be called pursuant to clause 5
hereof.

An agreement is necessary to bind the new company, and for filing pursuant to
sect. 7 of the Companies Act, 1900. See p. 514.

The xmcalled capital is clearlj part of the assets of a company which is being
wound up (Webb v. Whiffin, L. B. 5 H. L. 735 ; Birch v. Cropper, 14 App. Gas. 543),
and may therefore be disposed of xmder a scheme of composition or arrangement,
and it is a common practice to sell it subject to provisions as in clauses 5 and 8 of
his scheme.



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ARRANQiaCENTS — FORMS. 859

8. The new coy shall constitute a debenture stock of the nominal
amount of 400,000/., carrying interest at the rate of 41. 10*. p.c.p.a.,
and secured (a) by specific charge on the uncalled capital, (b) by specific
charge on freehold and leasehold ppty of the coy, and (c) by a floating
charge on all the other assets of the coy, and the trust deed constituting
and securing such debenture stock shall be framed in accordance with
the draft which has already been approved by the liqr of the present
coy, and the trees thof shall be selected by the liqrs. The debenture
stock is to be redeemed by the operation of a sinking fund as provided
by the trust deed.

For forms of trust deed, see Part HI., 9th ed., p. 271.

4. Each debenture holder of the present coy shall accept in satisfac-
tion and discharge of his debentures of the present coy an amount of
the sd debenture stock equal to the amount of the principal moneys
secured by such debentures, and upon receiving notice of the allot-
ment of such stock, he shall forthwith surrender to the new coy his
debentures afsd, and shall be entitled in exchange therefor to a
certificate of title to such debenture stock. The interest on the stock
issued under this clause shall run as from the 1st of Aug. 1894, and
the coy shall pay any interest due on the surrendered debentures up
to the 1st of Aug. 1894, in cash upon such surrender.

6. Subject as hnftr provided : —

(a) The liqr shall forthwith enforce payment of all moneys due in

respect of the call of 21, 10s. per share, payable on the
dOth June, 1894, or at the option of the new coy shall
transfer the same or any part thof to the new coy.

(b) The liqr shall forthwith call up the remaining 51, per share,

being the full amount of the capital now uncalled on the

shares in the present coy.
(o) All moneys from time to time collected under this clause shall

forthwith be paid over to the new coy or its nominees,
(d) In taking steps under this clause the liqrs shall act under the

supervision and instructions of the new coy, and it shall rest

with the new coy to sanction any compromise or arrangement

which it may think expedient.
6. Every member of the present coy shall in respect of each share
of 10/. therein held by him be entld to claim from the new coy one 5/.
preference share in the new coy with the sum of 2/. 10*. credited as
pd up, and one ordinary share in the new coy with the sum of 2/. 10«.
credited as pd up thereon, and the new coy shall comply with every
such claim ; but the new coy shall not be bound to allot any such
shares, imless the member claims both the. preference and the ordinary
shares which he is entld as afsd to claim, nor unless the member



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860 ABRANGEMENTff— K0KM8.

within four weeks from the time when this scheme shall be sanctioned
by the Ct, by writing addressed to the new coy and coantersigned by
the sd liqr, claims his allotment, and in view of this provision, the
liqr shall, within fourteen days after this scheme shall be sanctioned
as afsd, give to each member of the present coy notice of the sanction
thof and of the provisions of this clause, and such notice shall be
given by circular letter sent through the post and addressed to the
member at his registered address, as appearing in the register of
members of the present coy.

7. As regards unclaimed shares the liqr shall use lus best endeavours
to sell the same, with full power to sell such shares, together or in
lots, and from time to time as and when he may think fit, and shall
divide the net proceeds of such sale rateably among the non-claiming
members of the present coy, and when any such sale is made, the new
coy shall, on the nomination of the liqr of the present coy, allot to the
purchaser or purchasers the shares sold to them credited as pd up to
the extent afsd ; and in this clause *' imclaimed shares " means any
shares in the new coy which members of the present coy, though
entld, omit to claim within the period afsd. [See Burdett CoutU v.
True Blue {Hannan'a) Gold Mine, (1899) 2 Ch. 616.]

8. Any shareholder in the present coy who, within the period of four
weeks after this scheme is sanctioned, or within such extended period,
if any, as the new coy may allow, claims the allotment of the shares
which he is entld to claim under clause 6 hereof, shall be relieved
from all liability to pay up the call of 5/. per share, to be made on him
pursuant to clause 5 hereof ; but any shareholder in the present coy
who within such period, or extended period, does not make such claim,
shall lose all right to claim such allotment, and shall remain liable to
pay up in full all moneys payable hereunder in respect of his shares in
the present coy, with interest thereon, including the sd call of 5/. per
share to be made pursuant to clause 5 hereof.

9. The new coy shall pay all the costs, charges and expenses of and
incident to the winding-up of the present coy, including the costs of
and incident to this scheme, and the carrying the same into effect.

10. Subject to the provisions of this scheme the new coy shall take
over and discharge all the debts and liabilities of the present coy,
including the existing mortgages, and shall indemnify the present coy,
its liqr and contributories in respect thof ; but the sd liqr shall be at
liberty, out of the assets, to satisfy any of the debts owing to creditors
of the present coy, other than the sd debenture holders in respect of
their debenture afsd.

11. As soon as conveniently may be after this scheme becomes



Online LibraryCharles Mac Naughten Sir Francis Beaufort PalmerCompany precedents for use in relation to companies: subject to ..., Volume 2 → online text (page 107 of 152)