Charles Mac Naughten Sir Francis Beaufort Palmer.

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

. (page 109 of 152)
Online LibraryCharles Mac Naughten Sir Francis Beaufort PalmerCompany precedents for use in relation to companies: subject to ..., Volume 2 → online text (page 109 of 152)
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of all his rights in respect thereof, and shall surrender his sd
debentures of the present coy to the new coy. In case of the
redemption or payment off of the ppal moneys secured by
such debentures, the coy shall in addition to the ppal moneys
due on the sd debentures pay by way of bonus a further sum
of 51. per debenture.

(b) The new coy shall pay in cash to all the debenture holders of

the present coy interest at the rate of 4^/. p.c.p.a. on the
debentures of the present coy, from the date when such
interest was last pd to the date when the debentures of the
new coy shall be issued.

7. As a further part of the consideration for the sd sale the new coy
shall allot, and the preference and ordinary shareholders of the present
coy shall be entitled to, shares of the new coy in manner following,
viz.: —

(a) Every preference shareholder of the present coy shall in respect

of every preference share held by him in the present coy be
entitled to claim from the new coy one fully-pd preference
share of 7«. 6d,

(b) Every ordinary shareholder of the present coy shall in respect



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870 ABKANGEMENTS — FOEMS.

of every ordinary share held by him in the present coy be
entld to daim from the new coy one f uUy-pd ordinary share
of 2». 6d.

8. The new coy shall comply with every such daim as is mentioned
in the last preceding clause hereof, but shall not be bound to allot the
sd shares to any shareholder of the present coy, unless he daim such
allotment in writing within six months from the posting to him by
the liqr of notice in writing that he is entld to the same. In view of
this provision the liqr shall, as soon as practicable after this scheme
shall become binding, give notice in writing through the post ad-
dressed to each shareholder of the present coy at his regifitered
address, stating the sanction of this scheme by the Court, and also the
provisions of this and the last preceding dause, and the number of
shares which the shareholder is entld to claim thereunder.

9. Any shares not allotted under the foregoing provisions of this
scheme shall be at the disposal of the new coy.

10. As a further part of the consideration for the sd sale the new
boy shall, within two months after this scheme becomes binding, pay
in cash to the creditors of the present coy (other than the sd debenture-
holders) the full amounts of the debts due to them, subject to such
deductions for discounts, rebates or other allowances as, according to
the custom of the trade or special contracts between the present coy
and its creditors, the present coy is entld to deduct from the amounts
of such debts.

11. As the residue of the consideration for the sd sale the new coy
shall bear and pay all the costs, charges and expenses of and incidental
to the winding-up of the present coy, the preparation and ccurying
into effect of this scheme, and the obtaining the sanction of the coy
thereto, the incorporation of the new coy, and the transfer to it of the
assets and undertaking of the present coy. The liqr shall have,
and may exercise a first and paramoimt lien upon the whole of such
assets and undertaking, for all moneys payable by tlie new coy under
this provision.

12. The new coy shall accept the title of the present coy without
investigation, and the sale shall be completed, and the property, assets
and undertaking of the present coy shall be transferred as soon as
practicable after this scheme becomes binding, and the present coy
and its liqr, and the present trees of its debenture trust deed, shall
resply execute and do all such assurances and things as may be
necessary for carrying out this scheme.

13. The arts of the new coy shall contain a provision whereby each
preference share will carry three votes, and each ordinary share one
vote at general meetings, and for the purposes of any spedal or
extraordinary resolution each preference share will oairy six votes
and each ordinary share one vote.



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AKEANGEMENT8 — POKMS. 871

14. Unless this scheme is duly adopted by the new coy within six
weeks after it is sanctioned by the coy, the liqr may, with the sanction
of the coy, declare that this scheme has fallen through, and it shall
thereupon be regarded as annulled.

15. The liqr may assent to any modification of this scheme, or to
any conditions the coy may think fit to approve or impose.

16. Nothing in this scheme shall affect any charge, lien or security,
except as hnbefore provided.



Samuel Heggitt & Sons, Limtd. Form 870.



Scheme of Arrangement. Sale to new

company —

1. A new coy shall be incorporated under the Cos Acts, 1862 ordinary

to 1900, as a coy limtd by shares. The name of the new coy shall indlid^/*
be Samuel Meggitt & Sons, Limtd, or if any difficulty arises as to
registering in that name, then such other name as the liqrs of the
present coy shall select. The nominal capital shall be 75,000/.,
divided into 30,000 preference shares of 1/. each, and 45,000 ordinary
shares of 1/. each. The sd preference shares shall confer on the
holders the right to be pd out of the profits of the coy a cumulative
preferential dividend at the rate of 6 p.c.p.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 ordinary 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, and its memdum
and arts of asson shall be framed in accordance with the drafts which
have already been prepared with the privity of the liqrs of the present
ooy. The first directors of the new coy shall be Messrs. A. & B., who
shall have power to add to their number.

2. The liqrs 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 imdertaking and assets of the
present coy.

3. The new coy shall create a series of mortgage debentures not
exceeding 30,000/. in amount, and bearing interest at a rate not
exceeding 5 p.c.p.a., but subject to the creation of such debentures the
directors of the new coy shall have no power to borrow on the security
of the new coy's undertaking, or assets, or any part thof , except with
the consent of the new coy in general meeting, and except that the
directors of the new coy may from time to time borrow by way of
overdraft on the coy's banking account such sums not exceeding at

any one time /. (in excess of the sd sum of 30,000/.), as they may

think it necessary or desirable to borrow for the purposes of the Qoyi



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872 ARRANGEMENTS — FORMS,

and may secure the repayment thof in suoh manner as they may
think fit.

4. The debenture stock of the present coy shall be pd off in foU,
with interest up to the date of payment.

5. The unsecured creditors of the present coy shall establish ihm
claims in the winding-up of the present coy, and shall be entld to
reoeiye lOs. in the £ on such claims in cash, and also fully pd pre-
ference shares in the new coy to the nominal amount of the remaining
lOs. in the £ on such claims. Certain employees of the present coy
having made claims to compensation in respect of the premature
termination of their agreed terms of employment by reason of the
winding-up of the present coy, the new coy shall, where so determined
by the liqrs, either take oyer and continue the agreemts for seryice or
any of them, or satisfy as in this scheme, provided the rights to such
compensation so far as the same may be admitted by the liqrs or
otherwise established by the persons claiming the same.

6. The liqrs of the present coy, or the new coy, shall be entld to pay
all claims of unsecured creditors of a less amount than 4/., and all
fractions of 2/. on the unsecured creditors' claims in cash.

7. The unsecured creditors of the present coy shall accept the pro-
visions in their favour, contained in this scheme, in full satisfaction
and discharge of all their claims against the present coy and the
assets thof.

8. Every holder of a preference share in the present coy shall, in
respect of each such share of 10/. held by him, be entld to claim from
the new coy two fully pd preference shares of 1/. each conditionally on
his applying for and accepting the allotment of four unpd ordinary
shares of 1/. each in the new coy, in respect of each two fully pd pre-
ference shares so applied for by and allotted to him.

9. Any preference 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, fails to apply for
such fuUy pd preference shares and also for such four ordinary shares
in the present coy, shall have no further interest in the assets of the
present coy.

10. AU shares in the new coy not applied for by the unsecured
creditors or preference shareholders of the present coy as af sd, shall
be dealt with by the directors of the new coy as in their discretion
they shall think fit.

11. The assets of the present coy being wholly insufficient after
payment of debts and liabilities to pay any more than a small propor-
tion of the nominal amount due on the preference shares, the ordinary
shareholders of the present coy have no interest in its assets or in
this scheme.

12. The new coy shall pay all the costs, charges and expenses of and



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ABKANGEBIENTS — ^FORMS. 873

inoident to the winding-up of the present coy, including all the re-
muneration and expenses of the recr on behalf of debenture stock
holders, and including the costs of and incident to this settlement and
to carrying the same into effect.

13. Subject to the provisions of this scheme the new coy shall take
over and discharge all the debts and liabilities of the present coy or
incurred by the sd recr, and shall indenmify the present coy, its liqrs
and contributories, and the sd recr in respect thof .

14. As soon as conveniently may be after this scheme becomes
binding, the present coy and its liqrs shall resply execute and do all
such assurances and things as may be necessary for carrying out this
scheme.

15. Unless this scheme is duly adopted by the new coy within four
weeks after it is sanctioned by the Ot, and unless 22,000/. at least of
the ordinary shares in the new coy shall be subscribed for by the
preference shareholders of the present coy within six weeks after this
scheme becomes binding, the liqrs may, with the sanction of the Ct,
declare that this scheme has fallen through, and in case any such
declaration as afsd is made the winding-up of the present coy shall
proceed in due course, and all the other provisions of this scheme shall
be at an end.

16. The liqrs may assent to any modification of this scheme, or to
any conditions which the Ot may think fit to approve or impose.

Sanctioned by Byrne, J., 28 July, 1903.

Australian Joint Stock Bank. Form 871.



1. The Australian Joint Stock Bank (hnftr called the old bank) shall Colonial
be wound up by the Supreme Ct of New South Wales, under the pro- li<3"i^*i<>°-
visions of the Cos Act, and a liqr appointed for the purpose of such taUng over
winding-up. assets.

2. In order to discharge the deficiency as arrived at in clauses 6 and 8
of this scheme, the liqr of the old bank (hnf ter called the liqr) shall
forthwith call up the whole of the uncalled capital of the old bank,
and enforce payment of the reserve statutory liability of the share-
holders in the old bank, and the same, when so called up and demanded,
shall be payable by such of the members of the old bank as do not
take up ordinary shares in the new bank in the manner hnf ter mentd,
in such instalment or instalments, and at such time or times as the
Ot at the time of sanctioning this arrangement shall think fit, and the
same shall, with the sanction of the Ot, 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 ftnd incorporated under the Cos Acts



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874



AREANGEMEKTS — ^FORMS.

as a coy limtd by shares, for, amongst other objects, that of acqmiing^
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 mcmner 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 respive 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
800,000 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 Gt, the statntoij
reserve liability of the shareholders of the old bank.

6. The conson 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 liability 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, 1 893, 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.

(c) The issue of two of the ordinary shares in the new bank of ten

pounds (10/.) each, with the sum of 41. 10«. 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 shaU request
the new bank to allot the same to him, and as shall agree to
pay to the new bank the simi of 1/. per share <m allotment,
and 21, per share by eight quarterly instalments of 5t. each,
payable at ihe expiration of 3, 6| 9, 12, 15, 18, 21, and 24



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ABRANGEMENT8 — FORMS.

calendar montlis resply from tlie date of the incorporation of
the new bank.

7. The oonson 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 agreed 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 resply
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 unpaid capital and
the statutory reserve liability of its shareholders, at a sum or deficiency
of 861, 1 3 H. below the amount necessary to discharge the liabilities 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 arts of aseon 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 5*. each mentd in sub-section (c) of
clause 6 hereof shall remain unpaid unless he shall first enter
into an agreement 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 shares.

(b) That the directors of the new 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 5«. each mentd in sub-
clause (c) of clause 6 hereof, before the time or times fixed
for the payment of the same, and the owner shall thereupon
be entitled to a proportionate increase of dividend fi:om 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 His 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



875



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876 ARRANGEMENTS — FORMS.

the expiration of four (4) years from the date of the incorporation of
the new bank, and the remaining nine at successiye 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 ihot and
thereafter at the rate of 4^ 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 accrue due up to the day on which tl^e new bank shall commence
business, on the day after the day when the new bank conmiences
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 hare 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-upi
and dissolution of the old bank, including the costs of the respive 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 ppty 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.

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 payin full the amount of any bank draft



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ARRANGEMENTS — ^PORBiS. 677

or acceptance issued by the old bank and current at the time of its
suspension.

16. 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^ p.c.p.a.
payable half-yearly. All such negotiable 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 arts of asson of the new bank shall providci 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 untU 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 hnbefore contained in the event of
the old bank being compulsorily woimd up in any place outside the
colony of New South Wales, all the creditors of the old bank shaU be
at liberty to prove their claims in such winding-up, and the dividends
reed by such creditors in respect of such proofs shall be deducted
from their claims before they shall be entld 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 thereon shall be efPeoted 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 Ot of New South Wales may make such altera-
tions, modifications, or additions to this scheme as it may think fit to
approve or impose.

22. The drafts of the proposed memdum and arts of asson of the new
bank shaU be approved of by the directors of the old bank.

Sanctioned by Vaughan WiUiams, J., in 1893.

The Empire Hining Coy, Limtd. Form 872.



An agreemt made the 22nd day of Jan. 1890, between the Empire Agreement to
Mining Coy, limtd (hnftr called the Empire Coy), and and , toe h^wL



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1^78 ABRANGEMENTa — POEMS.

the liqrs of the sd coj of the first part, and Golden Leaf, Limtd (hnftr
called the new coj), of the second part, and H. Y., on behalf of himself
and all others 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 28,700/.,
which debentures, together with an arrear of interest thereon, are now
due and owing; And whereas on the 31st of Dec. 1889, the Empire
Coy and its liqrs afsd entered into an agreemt with the Qolden Leaf
Coy for the sale and transfer to that coy of the undertaking and ppty
of the Empire Coy upon the terms therein mentd, and it was one at
the terms of the sd agreemt that every debenture holder of the
Empire Coy should be entitled at any time within one month from the
date thof to request the new coy to allot to him fifty fully pd-up IL
shares in the new coy in respect of and in exchange for 50/. deben-
tures held by him in the Empire Coy, and in discharge of all principal
and interest due on such debentures, and that the new coy should



Online LibraryCharles Mac Naughten Sir Francis Beaufort PalmerCompany precedents for use in relation to companies: subject to ..., Volume 2 → online text (page 109 of 152)