object cannot be effected without the authority of Parliamt: It was Form 754. therefore enacted: 1. [Short title.] of memoran 2. The third clause of the memorandum of association of the co is Amendment hby cancelled and the following clause shall be substituted therefor, that is to say: (3) The objects, &c. dum of association. 3. After the passing of this Act the powers and constitution of the Powers of co shall be the same as if the objects mentd in the last preceding section company to had been included in the memorandum of association bearing date the as if objects be the same had been 6th day of April, 1864, but nothing in this Act contd shall affect the originally validity or invalidity of anything done or pending before or at the passing included in of this Act. memoran dum of 4. The co shall forward to the Registrar of Joint Stock Companies a association. printed copy of this Act, and it shall be recorded by him, and if such Act to be registered. copy is not so forwarded within three months from the passing of this Act, the co shall incur a penalty not exceeding 101. for every day after the expiration of those three months during which the copy is omitted to be forwarded, and every director and manager of the co who knowingly and wilfully authorises or permits such default shall incur the like penalty, and every penalty under this section shall be recoverable summarily. 5. [Saving rights of Postmaster-General.] 6. [Expenses of Act.] THE STANDARD BANK OF BRITISH SOUTH AFRICA, LIMTD, ACT, 1881, 44 & 45 Vict. c. 120. Form 755. Act extending the objects of a co formed under the Act of 1862. The Act recites that the co was established under a memorandum of Act extending objects. association, dated 13 October, 1862, whereby the objects for which the co is established, include "the transacting in the colonies of the Cape of "Good Hope, British Kaffraria and Natal, and in any other colonies or "settlemts in that part of Africa, south of the 23rd parallel of southern "latitude, and where British supremacy has been or may at any time. "time hereafter be proclaimed, and under the general superintendence "and control, and in co-operation with a principal establishmt in "London, every kind of banking business" and other business therein described And that doubts have arisen as to whether the sd objects permit the carrying on of the sd business of the sd co in territories wherein there has been proclamation of, but not the continuance of British supremacy, and it is desirable that the co should have extended powers for transacting its sd business in the colonies of the Cape of Good Hope, and Natal, and in any other colonies, settlemts, or territories, or lands situate in Africa as herein defined; but the same cannot be effected without the authority of Parliamt: It was therefore enacted :: 1. [Short title.] Form 755. Extension of powers. Interpretation clause. Expenses of 2. Notwithstanding any clause, matter, or thing in the memorandum of association of the sd co contd, the objects for which the co is established may include the transacting of its sd business in the colonies of the Cape of Good Hope, and Natal, and in any colonies or settlemts, or territories, or lands whatsoever in any part of Africa as hereinafter defined, and whether British supremacy has or has not been there proclaimed ; and it shall be lawful for the sd co to carry on its business accordingly. 3. The word "Africa" in the memorandum of association of the sd co and in this Act shall mean and shall be deemed to include all territories or lands situate between the equator and the thirty-fifth parallel of south latitude and between the sixty-fifth parallel of east longitude and the twentieth parallel of west longitude. 4. The costs, charges, and expenses of applying for, obtaining, and passing this Act shall be pd by the sd co. THE NEW ZEALAND AND AUSTRALIAN LAND COMPANY LIMITED, Form 756. Act for amalgamating two companies formed under the Act of 1862, by the Act. This is an admirable example of an amalgamation Act. The most noticeable features are (a) that the amalgamation is to take effect on the registration of a new company under the Act of 1862, so that the amalgamated company remains under that Act; (b) that the Act is to operate both at home and abroad; (c) that dissentient shareholders are given a right to retire and claim payment of the value of their shares; (d) that debenture holders are empowered to claim payment in cash; (e) that remedies of creditors in New Zealand are carefully preserved. : The Act recites: (1) that the Canterbury Co was incorporated 28 April, 1865, under the Act of 1862, as a co limtd by shares, having its registered office at Glasgow, and that the objects of that co were the pchase of lands in New Zealand, &c. : (2) that the authorised capital of the co is 500,0007. in 5,000 shares of 1007. each, all of which shares have been issued and are fully pd up: (3) that co empowered to borrow by its articles (4) certain special resolutions authorising the borrowing of money and the issue of debentures: (5) that the co, in psuance of the articles of association and the special resolutions before recited, have acquired the properties of the New Zealand and Otago Agricultural and Land Investmt Association, Limtd, and have issued debentures purporting to secure in all the sum of 313,5691. 7s. 5d.: (6) that the New Zealand Co was incorporated 8 March, 1862, under the Companies Act, 1862, as a co limtd by shares, having its registered office at Glasgow, and the objects of that co, as defined in the memorandum of association, were the pchase of lands, &c.: (7) that the authorised capital of the New Zealand Co is 2,000,000l. in 20,000 shares of 1007. each, of which 18,946 issued and 1,184,1257. (being 627. per share) pd up: (8) power in articles to borrow (9) special resolution to issue debentures: (10) mtges for 390,000l. to certain persons who by a deed of trust contempo : raneous with those indres of mtge the mtgees declared themselves trus- Form 756. tees for the debenture holders by whom the amounts intended to be secured were actually advanced: (11) that the New Zealand Co issued, as pt of the transactions intended to be carried out by the last-mentd indres of mtge and declon of trust, mtge debentures for the sum of 388,4007. (12) special resolution, for reduction of capital of New Zealand Co not yet confirmed: (13) further resolution as to borrowing: (14) that in pursuance of the special resolution last mentd the New Zealand Co have issued further debentures representing an amount of 120,3507. or thereabouts, and the total amount borrowed as afsd, exclusive of the sd sum of 388,4007. (or so much thereof as now remains unpaid), does not exceed the amount of the unpaid subscribed capital of that co:(15) that the two companies have been in operation for many years, and they are respively possessed of large estates, funds, and ppty, real and personal, which are estimated to be of nearly equal value in proportion to the amount of pd-up capital in the respive companies: (16) that the operations of the two companies are to a large extent carried on in the same districts and with similar objects, and their interests are in a great measure identical: (17) that it is intended that a co to be called the New Zealand and Australian Land Co, Limtd, shall be formed and registered under the Companies Acts, 1862 and 1867, with a memorandum of association in the form set forth in the schedule to this Act, with relative articles of association, to the intent that the two companies may be amalgamated, and that the shareholders in the two companies may become shareholders in the co so to be incorporated: (18) that shareholders in each of the two companies, being registered holders of more than three-fourths in value of the shares in the two companies respively, have in writing expressed their intention of exchanging the shares held by them for shares or stock of equivalent amounts in the co to be registered as afsd: (19) that it is expedient that the two companies be authorised to amalgamate their undertakings without the necessity of liquidating their affairs under the Companies Act, 1862, but with such reservation of the rights of the creditors of the New Zealand Co as against the uncalled capital of that co as is hereinafter provided for: and (20) that the objects of this Act cannot be effected without the authority of Parliamt: It was therefore enacted 1. Short title.-Act to commence and take effect as at and from the day of the registration of the memorandum of association of the co which is intended to be formed by the amalgamation of the two companies, which period is hereinafter referred to as "the time of amalgamation." 2. Notwithstanding the definition of "the time of amalgamation" Accounts of hinbefore contained, the profits and losses of the two companies, as date from company to appearing in the accounts of the two companies, as from the 31 March, 31st March, 1876, shall for pposes of dividend and for all other matters of account be deemed the profits and losses of the co. 3. [Interpretation of terms.] 1876. Form 756. Dissolution of the two companies. Primary liability of the company not New Zealand Company. 4. At and from the time of amalgamation the two companies shall, subject to the provisions of this Act, be and the same are hby dissolved, and this Act shall be reported to the Registrar of Joint Stock Companies for Scotland, who shall make a minute accordingly in his books of the dissolution of the two companies, in the same manner as if this Act were an order of the Court made in psuance of the 111th section of the Companies Act, 1862. 5. [Memorandum and articles of association of the two companies to be void, without prejudice to remedies for previous breaches.] 6. All the ppty of the two companies, whether in New Zealand or elsewhere, and all their rights, subject to the debentures, &c., vested in the co. The production of a copy of this Act purporting to be printed by the Queen's printers, and of a certificate of the Registrar of Joint Stock Companies for Scotland of the registration of the memorandum of association of the co (which certificate he is hby required to give), shall be conclusive evidence of the vesting of the undertakings and ppty of the two companies respively by way of amalgamation in the co under this section, whether the same be situated in New Zealand, Victoria, Queensland, New South Wales, or any other pt of Her Majesty's dominions; and a minute of the production of such copy of this Act and of such certificate, or of a notarial copy thereof, shall be a sufficient record of such vesting by way of amalgamation as may be required to be made in any office for the registration of deeds, land register, or transfer records in New Zealand, Victoria, Queensland, New South Wales, or any other pt of Her Majesty's dominions. 7. [The two companies to subsist for certain pposes, e. g., to execute any deeds requisite.] 8. [Nothing to affect previous rights and liabilities.] 9. [Debts and claims of the two companies reserved.] 10. The liability of the co created by the two last preceding sections shall not be affected by the reservation of the rights of the creditors of to be affected the New Zealand Co, as against the uncalled capital of that co hereinby continuing liability of the after contd, but the assets of the co shall be deemed the primary fund for the paymt of all liabilities, claims and demands, debts and moneys due, as well from the New Zealand Co as from the Canterbury Co, at the time of amalgamation; and the reservation of the rights of the creditors of the New Zealand Co, as against the uncalled capital of that co, shall be deemed a collateral and additional security for the paymt of the liabilities, claims and demands, debts and moneys due from the New Zealand Co at the time of amalgamation. 11. [All deeds, conveyances, &c., to be valid and of full force.] 12. [Causes and rights of action reserved.] 13. [Actions not to abate.] 14. [Submissions and awards relating to the two companies not to be affected.] 15. [Officers of the two companies to be accountable for books, &c.] 16. [Officers, &c., of the two companies to be officers, &c., of the co.] 17. [Books, &c., to be evidence.] 18. [Certificates, &c., to remain in force.] 19. [Present register of members to be continued.] 20. General saving of rights and claims.] 21. The production of a copy of this Act purporting to be printed by Form 756. the Queen's printers shall be a sufficient authority to the Registrar of Company may Joint Stock Companies for Scotland to register the co by the name be registered of the "New Zealand and Australian Land Co Limtd," notwithstanding New Zealand, by name of the provisions of the 20th section of the Companies Act, 1862. or &c., Land Company. This Act to be be deemed a con 22. The shares, both ordinary and preference, issued in lieu satisfon of shares in the two companies respively shall be deemed to paid up in accordance with the provisions in that behalf contd in the tract made in memorandum of association of the co set forth in the schedule hto, and section 25 of writing within this Act shall be deemed a contract, determining that such shares shall the Companies be so held within the 25th section of the Companies Act, 1867, and a Act, 1876. copy of this Act purporting to be printed by the Queen's printers shall accordingly be filed with the Registrar of Joint Stock Companies for Scotland, at or before the issue of such shares, and such Registrar is hby required, upon request and paymt of the usual fees, to file the same accordingly. 23. [Shareholders in the two companies to become shareholders in the co.] 24. [Shares of co to be subject to the same trusts, &c., as shares of the two companies.] 25. Notwithstanding the amalgamation, separate registers may kept of the several shares, mtge debentures, debentures, and bonds the two companies respively. be Separate 26. [Co. to issue new certificates, and may require old certificates to be exchanged.] shares into 27. Nothing in this Act contd shall prevent or restrain the co, if Conversion of they think fit, from converting under the provisions of the Companies stock. Act, 1862, their capital into stock. sentient share two com panies to be 28. If any person or corporation holding shares in either of the two Right of discompanies at the time of amalgamation shall, within twelve calendar holders in months of the time of amalgamation, leave at the registered office of the either of the co a notice in writing expressing his unwillingness to become a shareholder in the co, such dissentient shareholder may at any time within paid out. such twelve calendar months require the co to pchase the interest held by him at a price to be determined in manner hereinafter mentd, and the co shall, within 60 days of receiving such requisition, comply with such request, and the share and interest so purchased shall be dealt with in such manner as the directors may determine. 29. The price to be pd for the pchase of the interest of any such dis- Mode of determining sentient shareholder as afsd may be determined by agreemt, but if the price. parties differ with respect to the same such difference shall be settled by arbitration, according to the provisions of the Companies Clauses Consolidation (Scotland) Act, 1845, with respect to the settlemt of disputes by arbitration. 30. The debts and liabilities of the two companies respively which are Providing for secured on mtge debentures, debentures, or bonds, and are subsist- debentures of mortgages and ing at the time of amalgamation, shall be a charge on the assets and dissolved companies. undertaking of the co, if and so far as the same constituted a charge on |