Form 756. the assets or undertaking of the co by which the same were originally

Power to borrow.

Right of debenture

holders of two companies to be

incurred, but not further or otherwise, and such mtge debentures, debentures, or bonds shall be as valid and effectual in relation to the co as if they had been granted by the co instead of by the two companies respively, and shall retain a like priority of charge (in all cases where they operate as a charge) on the undertakings of the two companies respively, with all the rights, privileges, and remedies belonging to or incident to such mortgage debentures, debentures, or bonds respively, and for the pposes of such priority, rights, privileges, and remedies, the undertaking of each of the two companies respively, so long as any of their mtge debentures, debentures, or bonds subsist, shall be deemed a separate undertaking.

31. Any sum to be borrowed by the co shall be postponed to the mtge debentures and debentures of the two companies respively subsisting at the time of amalgamation.

32. In case any holder of a debenture or mtge debenture of either of the two companies shall, within twelve calendar months of the time of amalgamation, leave at the registered office of the co a notice in paid in cash. writing expressing his desire to be pd the principal and interest due to him upon such debenture, and shall deliver up such debenture to the co, accompanied by such evidence of his ownership thereof as the directors shall reasonably require, the co shall, within sixty days after the date on which such notice shall be delivered, and upon the debenture being cancelled, pay to the holder of such debenture or mtge debenture the principal and interest due on such debenture or mtge debenture up to the time of paymt.

Remedies of creditors of New Zealand Company against uncalled capital

of that company.

Inspection of
register of
members of

New Zealand
Company.

This Act not to prevent

33. In the event of the co being wound up while any liability, claim, demand, debt, or money which shall be due from the New Zealand Co at the time of amalgamation shall remain unsatisfied, then, notwithstanding the dissolution of the New Zealand Co and its amalgamation with the Canterbury Co under the provisions of this Act, every person who at the time of amalgamation shall be a present or past member of the New Zealand Co shall be liable to contribute towards paymt of the debts and liabilities of the New Zealand Co remaining unsatisfied at the time of the winding up of the co, in the same manner and with the same qualifications as if the New Zealand Co had been wound up under the Companies Act, 1862, by virtue of an order made on a peton presented at the time of amalgamation.

34. The register of members of the New Zealand Co, showing the names of the persons entered on such register at the time of amalgamation, shall be preserved by the co safe, unaltered, and undefaced, and shall be open to inspection in manner provided by the 32nd section of the Companies Act, 1862, and the penalties for refusing inspection or copies thereof prescribed by that section shall if and when incurred be pd by the co.

35. Nothing in this Act contd shall be deemed to prevent the co from modifying its memorandum of association, in conformity with the pro

and articles of

visions of the Companies Acts, 1862 and 1867, or any statutory modifi- Form 756. cation thereof, or to interfere with the operation of the provisions in the alteration of table marked (A.) in the First Schedule to the Companies Act, 1862, if memorandum no articles of association are registered by the co in conformity with the association. provisions of section 14 of the Companies Act, 1862, or to prevent the co registering articles of association, in conformity with that section, or to prevent the co from altering all or any of the regulations of the co contd. in the articles of association, or in the sd table marked (A.) in the First Schedule to the Companies Act, 1862, in conformity with section 50 of that Act or any statutory modification thereof.

36. [Expenses of Act.]

extend to the

37. This Act shall be deemed and taken to be a Public Act, and shall This Act to be judicially taken notice of as such by all judges, justices, and others colonies and in the United Kingdom and in the sd colonies, and their dependencies, to be judicially without being specially pleaded.

The schedule contains the memorandum of association of the new co.

THE BARNET DISTRICT GAS AND WATER ACT, 1872, 35 & 36

Vict. c. 189.

Act for amalgamating three companies by dissolving and re-incor

porating them.

taken notice

of.

Form 757. Another Amalgamation

This was an Act for the amalgamation of three companies. Of these, one Act. was incorporated by Act, and the others were limited companies. The following is an epitome of the Act:

Act.

1. Short title. 2. Incorporation of General Acts. 3. Interpretation Epitome of Clause. 4. Limits as to gas. 5. Limits as to water. 6. Schedules to be deemed pt of Act. 7 and 8. Dissolution of the three companies and incorporation of members as a new co. 9. Pt V. of the Railway Clauses Act, 1863 [relating to amalgamation] to operate as if the three companies were railway companies, and as if the respive memorandums and articles of the two limtd companies were special Acts. 10. As to moneys due to or from the three companies on revenue account. 11. Expenses of amalgamation. 12. Indemnity to trustees. 13. Arrangemts as to share capital of the three companies specified in schedules to have effect. 14. Continuance of trusts of stock, &c. 15. New certificates. 16 to 39. Subdivision of shares, borrowing, directors, &c. 40. Power to pchase certain lands by agreemt. 41. As to construction of gas works. 42 to 70. Miscellaneous provisions as to supply of gas and water, rents, 71. Costs of Act. Schedules.

&c.

THE COLONIAL CO (LIMTD) ACT, 1881, 44 VICT. C. 10.

Form 758. Act subdividing shares; authorising conversion into preference and ordinary, authorising repaymt of capital pl in advance of calls and modifying regulations.

Modifying

regulations,

and authorising

return of

capital.

The Act recites: incorporations of co under the Companies Act, 1862, with a capital of 2,000,000l., divided into 40,000 shares of 501. each : And that 36,819 shares have been issued, of which 7,300 have been forfeited for non-paymt of calls or otherwise, and on the remaining 29,519 of the sd shares the sum of 207. has been called up and pd, and on 600 of such shares the sum of 297. 10s. has been pd in advance of calls, and on 73 of such shares the sum of 117. has been pd in advance of calls, so that the pd-up capital is 680,8837. and the unissued capital is 159,0507 : And that the co have not power to issue any pt of their original capital as preference shares, and doubts are entertained as to the extent of their power to cancel shares: And that it is expedient to make such provision as is in the Act contd for the conversion of the existing shares in the co into shares of smaller amount, and to authorise the co to issue preference shares, and to remove such doubts as afsd: And that, owing to the nature of the co's business, the amount of profit in one year as compared with another is subject to considerable fluctuation, and it is frequently difficult to estimate the amount of profit available for dividend in any given year, and it is therefore expedient that the dividend upon preference capital of the co should be cumulative, and not contingent upon the profits of each year: And that these objects cannot be attained without the authority of Parliamt: And that a copy of the bill for this Act has been sent to every member of the co, and members holding 28,172 shares out of the whole number of 29,519 shares issued and not forfeited, have signified their assent to the promotion of the bill, and no member has signified dissent: It was therefore enacted and be it enacted by the Queen's most Excellent Majesty by and with the advice and consent of the Lords Spiritual and Temporal and Commons in this present Parliamt assembled, and by the authority of the same, as follows:

1. [Short title.]
2. In this Act-

The expression "the directors" means the directors of the co, and includes any managing director or directors or committee to whom the powers by this Act conferred on the directors may be delegated by the directors;

The expression "share" or "shares" means a share or shares in the capital of the co.

3. Every 501. share in the co is hby divided into five shares, each of the nominal amount of 107., and the memorandum of association of the co is hby altered accordingly, and five of such shares of 101. each are hby substituted for each 507. share, and as regards every 507. share issued

and not forfeited before the passing of this Act, the sum of 47. shall be Form 758. deemed to have been pd up on each of the 107. shares substituted for such 507. share, and any moneys which have been pd beyond 207. on any 507. share shall be divided into fifths, and one such fifth shall be deemed to have been pd in advance on each of the 107. shares substituted for such 507. share.

4. Consequent alteration of register and books to be made.

shares.

5. In the case of each 507. share for which five 107. shares are substi- Saving of existing tuted by this Act, such five 107. shares shall (whether or not converted rights in as hereinafter provided) to all intents and pposes represent such 501. respect of share, and be subject and liable to the same trusts, power, provisions, declarations, agreemts, charges, liens, and incumbrances as immediately before the passing of this Act affected such 507. share, and so as to give effect to and not to defeat or prejudice any testamentary or other disposition of or affecting the same.

convert shares.

6. Subject to the provisions of this Act the directors may from time Power to to time agree with any holder of not less than five 107. shares, with not less than 47. pd thereon, that, in conson of the paymt hereinafter mentd any set or sets of five of such shares shall be converted into two 107. ordinary shares fully pd up, and bearing dividend on the full amount pd up, and three 107. preference shares bearing such preferential dividend as hereinafter mentd.

7. (1) Not more than one-half of the 107. shares for the time being Provisions as issued shall be converted under the powers of this Act:

(2) The option of conversion shall be offered (as from time to time the directors may think expedient) by notice to the members of the co holding at least one set of five ordinary shares not fully paid up in proportion (omitting fractions) to the number of such shares held by each member respively:

Provided that no offer shall be made to any member who according to such proportion would not be entled to an offer to convert at least one set of five shares :

(3) A member who does not within one month after receipt of such notice, or such other period as may be specified in the notice, signify in writing his acceptance of the offer made by the directors, shall be deemed to have refused the same, and thereupon the option offered to such member may be offered to any member or members of the co, at the discretion of the directors; and where any member accepts the offer of the directors as to some, but not all of the shares included therein, the option as to the balance may be similarly offered at the discretion of the directors:

(4) There shall be pd to the co in respect of every set of five shares converted under the powers of this Act at the time of acceptance of the option of conversion, or at such other time or times as may be fixed by the directors, such sum as will suffice to pay up in full two of the shares converted, and such additional sum (if any) by way of premium, as the directors may in the notice giving the option of conversion have fixed,

to conversion.

Form 758. which sum or sums may be recovered by the co in like manner as a

Further provisions in

case of members who have paid

moneys in advance of calls.

Dividend on preference shares.

Power of

directors to accept payment in full

call duly made on the holder of such shares :

(5) On paymt to the co of the sum or sums required to be pd in psuance of this section, every set of five shares not fully paid up in respect of which such paymt has been made shall be converted into two 107. ordinary shares fully pd up, and bearing dividend on the full amount pd up, and three 107. preference shares bearing such preferential dividend as hereinafter mentd, and with such sum pd up thereon as was pd up at the time of conversion on the shares converted into such preference shares.

8. (1) Where any member of the co has before the passing of this Act pd any sum or sums in advance of calls on all or some of his shares, the directors may, if they see fit, at any time within six months after the passing of this Act, return to him the moneys so pd in advance of calls:

(2) If the directors see fit to exercise the power afsd, then any such member shall be entled (notwithstanding any other provision of this Act) to have any set or sets of five of his shares (not exceeding onehalf of his shares on which a sum or sums has or have been pd in advance of calls as afsd) converted into two ordinary shares fully pd up, and three preference shares fully pd up, on his applicon within fourteen days after receipt of notice by him of the directors' intention to exercise the power afsd, and on paymt of such sum as will suffice to pay up in full every set of five shares so converted :

(3) Every such sum may be deducted by the directors from the moneys payable to any member by them under this section.

9. Power to issue new share certificates, &c., for pposes of conversion.

10. The holders of the preference shares under the foregoing provisions of this Act shall be entled to a preferential dividend of six p. c. p. a. on the amount for the time being pd up on the preference shares held by them respively, with the right to resort to the net profits of any subsequent year to make up any deficiency in such dividend in any preceding year, but such dividend shall in no case carry interest as against the co.

11. The directors may from time to time as they think expedient in the interests of the co accept paymt from any holder of preference shares in the co of the amount for the time being unpaid on all or any of preference of such shares, or of any pt of such amount.

shares.

As to future issues of shares.

12. Subject to the foregoing provisions of and so as not to affect any preference given by this Act, any shares issued subsequently to the passing of this Act may with the sanction of a special resolution be issued with such preferential right to dividend and at a premium or otherwise as the directors may from time to time in the interests of the co think expedient.

13. 100 forfeited shares to be cancelled.

14. No call shall exceed the sum of one pound per share, and article