Form 735. as the co held the same prior to the trustees entering upon and taking possession thereof. Form 736. Order for meeting. Form 737. Petition. 11. As to applying half the net profits to redemption of debentures. The scheme having been prepared, an order (25 Feb. 1879) was made by Malins, V.-C., on the application of the provisional official liquidators in the winding up as follows: Let the applicants as such prov. off. liqs. be at libty pursuant to the provisions of the Companies Acts and of the J. S. Companies Arrangement Act, 1870, to convene a meeting of the debenture holders of the co, to be held at the Hotel on Thursday, 3 Ap. 1879, at two o'clock in the afternoon, for the ppose of considering a scheme of compromise or arrangemt to be made between the debenture holders and the co, and of passing such resolutions thereon as such meeting may deem fit, and let one of the debenture holders present at such meeting act as the chairman thereof, and let 14 days previous notice of such meeting be given to each of the debenture holders, or in case of any one or more debenture or debentures being jointly held by two or more persons, then to the joint holder whose name is first on the register of debenture holders; such notice to be sent through the post. Reg. Lib. B. 333. The meeting was held and the scheme approved, and a petition intituled in the matter of the Acts of 1862 and 1867 and of the company, and of the Act of 1870, and in the action was then presented by the provisional official liquidators. The petition stated: 1. Formation of co, objects, &c. 2. Capital increased, and now amounts to 800,000l. in 7,000 ordinary shares (of which 5,997 issued) and 1,000 preference shares of 1007 each. Ordinary shares converted into stock. 3. Resolution of directors to create debentures not exceeding 350,0007., to be secured by deed as a first charge on co's ppty. 148,9007. 5-year debentures falling due 1 Jan. 1879, and 51,1007. 7-year debentures falling due 1 Jan. 1881 issued. 4. Parlars of the trust deed for securing the debentures. 5 and 6. Petr S. holds 31,7001. debentures. 7. Under agreemt of 2 May, 1877, S. had made cash advances to co, 114,8407. at 6 p. c. p. a., and to be a charge on the ppty. 8. The trade liabilities of the co (exclusive of amounts due to debenture holders and S. and small unsecured overdraft due to bankers of co) amounted on 31 Dec. 1878 to 25,4067., or thereabouts, and amount due to co on same day from trade debtors after allowing for doubtful or bad debts amounted to 28,3371., or thereabouts. 9. The co being unable to pay the interest on the debentures on 1 Jan. 1879, the trustees of deed took possession of the assets. 10. The only ppty of co exempt from trust deed was the book debts and certain mining ppty in Spain. 11. 2 Jan. 1879, winding up peton presented, and petrs appointed prov. off. liqs., S. undertaking to carry on the business. 12. Order of 20 Jan. 1879, giving liqs libty to apply assets in dis- Form 737. charge of trade debts so far as necessary to keep business going [Reg. Lib. B. 71.] 13. 24 Jan. 1879, winding up order, and 7 Jan. 1879, petrs appointed off. liqs. 14. 23,1427. received in respect of book debts and 21,1767. trade debts pd thereout. 15. Order of 25 Feb. 1879, to convene meeting of debenture holders. 16. Notices sent (particulars stated). Endorsed upon each notice so sent was a printed copy of the sd scheme of arrangemt. 17. Meeting held. Petr C. elected chairman. Holders of 133,3007. debentures present in person or by proxy. Parlars of scheme taken as read and resolution of approval carried. All present voting in favour of resolution, except holders of 4,000l. debentures who remained neutral. 18. The scheme so adopted was in the terms following:-(setting it out.) 19 and 20. Assent of further debenture holders. 21. Parlars of the action by debenture holders on behalf, &c., to have trusts of covering deed administered]. 22. It will be for the benefit of the co and also of the debenture holders generally that the sd arrangemt should be sanctioned by the Ct. The powers conferred by the trust deed of 21 Ap. 1874, cannot be effectively employed for the ppose of realising their security in consequence of the prevailing depression of trade which would render it difficult if not impossible for the trustees to lease or dispose of the ppty. Trustees still in possession, but liqs have continued working with following result, &c. 23. There is a good prospect of the co's trade becoming again remunerative, &c. 24. Except the debenture holders the only creditors of co are your petr S. for sd 114,8407., and other creditors for 4,2307. Your petrs therefore pray : 1. That the arrangemt stated in the 18th paragraph of this peton may be sanctioned by the Ct, and may be ordered to be carried into effect by the trustees of the indre of 21 Ap. 1874. 2. That [proceedings in action may be stayed]. 3. That [libly for petrs to pay costs]. 4. That subject as afsd, all further proceedings in the winding up be stayed, except for the ppose of giving effect to the order to be made on this peton. 5. Further or other order. The petition was served on the trustees, the plaintiffs in the action, and the company, and came on for hearing on 10 July, 1879, when an order was made by Malins, V.-C., as follows: Order sanc Let the scheme of compromise or arrangemt between the co and the Form 738. debenture holders pursuant to 33 & 34 Vict. c. 104, adopted at the meeting of the debenture holders held 3 April, 1879, as in the peton tioning mentd, be sanctioned, and let the same be carried into effect by the scheme. Form 738. trustees of the indre of 21 Ap. 1874, the terms of which compromise or arrangemt are as follows, &c., and stay all further proceedings in the action except so far as may be necessary for carrying this order into effect, and let the petrs pay the costs as between solor and client of [the trustees] and of [the co] and of the sd several stock holders and debenture holders [who appeared] and of [plls in action] of and incidental to this applicon, and the costs, charges, and expenses as between solor and client of the petrs and of [the trustees] and of [the co] incurred in or relating to the winding up and the costs, &c., as between, &c., of [the plts in action] and of [the trustees] and of [co] of and incidental to the sd action. And refer it to the taxing master to tax the sd costs. And order for paymt to solors when taxed. And subject as afsd, let all further proceedings in the winding up of the co be stayed, except for the ppose of giving effect to this order. Reg. Lib. 1879. B. 3082. The Dynevor, Duffryn, and Neath Abbey Collieries Co, Limtd. Arrangemt for lease of co's undertaking and modification of trust deed for securing debentures. Winding up continued. The company was formed in 1874, and had issued debentures to the extent of 210,000l., secured by an assignment of the company's undertaking to two trustees. In June, 1878, a resolution for a voluntary winding up was passed, and the trustees were appointed liquidators. In August a meeting of the company's creditors was convened, pursuant to an order of Malins, V.-C., for the purpose of considering an arrangement embodied in an agreement. The agreement was made between the trustees of the first part, the company of the second part, and M. of the third part; and its principal provisions were as follows: That a lease of the company's business should be granted to M. for 21 years, at a dead or minimum rent of 5,000l. and certain royalties; that the lessee should take all the liabilities of the leases under which the company held the mines; and that the lease should include the plant and machinery belonging to the company; and the lessee agreed to have 10,000l. ready to be expended as capital at the commencement of the lease, and to expend so much of that sum as should be required in working the mines, and that he would indemnify the company and the trustees and the secured creditors of the company against all liabilities up to the date of the lease, other than the monies secured by the deed of trust, for the benefit of the debenture holders; and it was agreed that the liquidators should assign to the lessee all the assets of the company. The agreement was expressed to be made subject to the sanction of the Court, and to its being executed as an arrangement with creditors under the Act of 1870. The agreement was approved at the meeting of debenture holders, and upon summons taken out by the trustees, was confirmed by Malins, V.-C. Shortly afterwards the arrangement was approved at a meeting of members of the company in accordance with s. 160 of the Act of 1862. A dissentient debenture holder appealed from the order of the Vice-Chancellor, but the appeal was dismissed. The case is reported in 11 C. D. 605. Form 739. The Northampton Coal and Iron Co, Limtd. Arrangemt for reconstruction by sale to new co: debenture holders to accept debentures, and unsecured creditors composition. The company was being wound up under supervision. Meetings were called pursuant to the following order: 66 Upon the applicon of F. J. P., the liq of the above-named co, and Order for upon hearing the solors of the sd liq, and upon reading an order dated meeting. 4 Aug. 1876 [supervision order], and an afft, &c. It is ordered that the sd liq be at libty to call a meeting or meetings of the creditors and debenture holders of the sd co for the ppose of considering a scheme of compromise or arrangemt to be made between such creditors and debenture holders and the co, and that the sd liq be the chairman of such meeting or meetings." Northampton Coal, &c., Co., Malins, V.-C., at Chambers, 8 August, 1876. B. 1433. And resolutions having been passed approving of the proposed arrangement, an order sanctioning the same was obtained on summons. The order was as follows: scheme. "Upon the applicon of F. J. P., the liq of the above-named co, and Form 740. upon hearing the solor for the sd liq, and upon reading an order dated Order conthe 8th August, 1876 [calling meeting, see supra]. It is ordered that the firming scheme of compromise or arrangemt, pursuant to 33 & 34 Vict. c. 104, resolved upon at the meetings of the shareholders and debenture holders of the above-named co, held at the Hotel, at on the 23rd day of August, 1876, and duly confirmed by the shareholders of the sd co at a meeting of shareholders held on Monday, the 11th day of September, 1876, at the offices of the co situate at be sanctioned and carried into effect, which sd resolutions are as follows, that is to say, "(2.) That the debenture holders of this co accept in satisfon and 66 (3.) a. That a composition of 12s. in the pound be accepted in satisfon of the debts due to the creditors of this co (other than the debenture holders). b. And that such composition be Form 740 Form 741. Scheme of payable by three instalmts at three, six, and nine months. respively from the date of the confirmation of these resolutions by the Ct." Northampton Coal, &c., Co., Malins, V.-C., at Chambers, 12 Sep. 1876. B. 1598. Llanrwst Lead Mining Co, Limtd. Arrangemt for reconstruction: creditors to accept liability of new co: members to have partly pd shares in new co. 1. A new co shall be incorporated under "The Companies Acts, 1862 to 1880," as a co limtd by shares. The name of such co (hereinafter reconstruction. referred to as the new co) shall be "The C. Co, Limtd," or if any difficulty arises as to registering under that name, then such other name as the liq of the Llanrwst Lead Mining Co, Limtd (hereinafter referred to as the old co), shall select. The nominal capital of the new co shall be 75,000l., divided into 37,500 shares of 21. each. The objects of the new co shall include the acquisition and undertaking of all or any of the assets and liabilities of the old co. The memorandum and articles of association of the new co shall be in the form of the drafts which have already been approved by the liq of the old co. This scheme may be compared with the bankruptcy schemes. Supra, p. 45, et seq. 2. The liq shall be at libty to sell to the new co the whole of the assets of the old co for the consons following (that is to say) :(a.) The new co to allot to, or to the nominee or nominees of each member of the old co, who (within six weeks after being served with such a notice as is mentd in Clause 3 hereof) shall require the new co so to do, one 21. share in the new co, with the sum of 17. 10s. credited as pd up thereon in respect of each 27. share in the old co held by him. (b.) The new co to undertake, pay, satisfy, and discharge all the debts and liabilities of the old co, and all the costs, charges, and expenses of and incident to the winding up and dissolution of the old co (including any that have been or shall be incurred in relation to this scheme and to the sd sale) and to indemnify the old co, its liq, and contribs from and against all actions, proceedings, claims, and demands in respect thereof. 3. The agreemt for such sale as afsd shall contain provisions to the following effect, namely: (a.) That the new co shall within fourteen days after the execution by it of the agreemt give notice in writing to each member of the old co stating the number of shares in the new co which he is eutled (pursuant to this scheme) to have allotted to him or his nominee or nominees, and the period within which an applicon in writing for the allotmt of such shares must be sent to the new co. • (b.) That the old co shall forthwith deliver to the new co all such pts |