Form 169. of this bill of sale, the effect thereof was explained by me to the said company [through the directors thereof at a board meeting assembled].

registered as bill of sale.

N. M., of

Solicitor of the Supreme Court of Judicature in England.

Where it is desired that a trust deed comprising personal chattels as defined by the Bills of Sale Act, 1878, shall be registered, it must be attested in accordance with s. 10 of the Act [supra, p. 238], and the attesting witness must make an affidavit as follows:

Form 170.

Affidavit as to bill of sale.

1. The paper writing hereunto annexed and marked A. is a true copy of a bill of sale, and of every schedule or inventory thereto annexed or therein referred to, and of every attestation of the execution thereof as made and given and executed by The Company, Limited.

2. The said bill of sale was made and given by the said company on the

day of

3. I was present and saw the said bill of sale sealed with the common seal of the said company, and signed by C. and D., who are two of the directors of the said company.

Where, by the practice of a company, directors or other officers sign their names opposite or under the common seal, they are not attesting witnesses within the meaning of the Bills of Sale Act, 1878. Shears v. Jacob, L. R. 1 C. P. 513; Deffell v. White, L. R. 2 C. P. 144. So that it is not necessary to state their residences and occupations. If, however, their names were subscribed to an attestation clause, it would be otherwise.

5. The name of N. M., subscribed to the said bill of sale as that of the witness attesting the due execution thereof, is in the proper handwriting of me this deponent.

6. I am a solicitor of the Supreme Court, and reside at

7. Before the execution of the said bill of sale in manner aforesaid, I fully explained to the said company, through the directors thereof assembled at a board meeting, the nature and effect thereof.

Sworn, &c.

See Rules of Sup. Court, April, 1880. Form B. 25.

Form 171.

Short form of trust deed.

THIS INDENTURE, made the

in Form 168].

day of, between, &c. [as

WHEREAS the company contemplates; the issue of debentures for securing principal sums not exceeding in the aggregate the amount

hereinafter specified: AND WHEREAS it is intended that applicants for Form 171. such debentures shall have the option of taking debentures framed in accordance with either of the forms set forth in the schedule hereto, and that the principal monies secured by each of the said debentures shall be of such amount, and shall be made payable at such time, and shall carry interest at such rate as shall be agreed on between the company and the person to whom the same shall be issued: AND WHEREAS the company desires that the payment of the principal monies and interest secured by such debentures should be further secured in manner hereinafter appearing:

NOW THIS INDENTURE WITNESSETH that, for effectuating such desire and in consideration of the premises, the company doth hereby covenant with the said A. and B., their executors, administrators, and assigns (as trustees for the holders of such debentures) that all the property of the company both present and future, including its uncalled capital for the time being, shall stand and be charged with the payment of the principal monies and interest secured by all debentures issued by the company and framed in accordance with either of the forms set forth in the schedule hereto, nevertheless subject to the conditions indorsed on such debentures: And that such principal monies and interest shall be a first charge on the said premises: And that the aggregate amount of such principal monies shall not, at any one time, exceed the sum of 100,000l. And it is hereby agreed and declared that the statutory power of appointing new trustees or a new trustee hereof shall be vested in the company, and that upon any appointment under such power the number of trustees may be augmented or reduced.

IN WITNESS, &c.

THE SCHEDULES ABOVE REFERRED TO.

The

FIRST SCHEDULE.

Debenture to Bearer.

Company, Limited. No. Mortgage Debenture. £ company, &c. [as in Form 158, supra, p. 243.]

The conditions within referred to.

- The

1. This debenture is one of a series of debentures issued or about to be issued by the company for securing principal sums not to exceed at any one time the sum ofl.

2. [Pari passu clause, supra, p. 253.]

3. So far as regards the bearer hereof, the charge created by the indenture below mentioned shall be a floating security, &c. [supra, p. 253.]

4. If the company [supra, p. Ibid.]

5. The power [supra, p. Ibid.]

6. Nothing [supra, p. Ibid.]

7 to 11 [same as clauses 1, 2, 3, 4, and 7 of Form 158 b.]

12. The holders of the debentures of the issue above mentioned (including the bearer hereof) are entitled to the benefit of an indenture dated the - day of, and made between the company of the one part and A. and B. of the other part, whereby the property of the company both present and future, including its

T

Form 171. uncalled capital, was charged with the payment of the principal monies and interest hereby secured.

SECOND SCHEDULE.

Registered Debenture.

[This can easily be framed from Forms 161 and 165 supra, modified as in the first schedule above, but substituting "holder" for "bearer" when necessary.]

If desired, a third schedule can be added containing a registered debenture with coupons to bearer. Where it is desired, a clause as at p. 267 [Cl. 20] can be inserted, and another schedule added providing for meetings of debenture holders, as at p. 270, with some slight modifications. In such case it may be found convenient to insert in Clause 11 of that schedule the words "whether the same shall be payable to bearer or to the registered holder, and, in the latter case, whether the same shall be registered in the name of the bearer or not" after the words "holders thereof."

Form 172.

Limitation of

debenture issue where prior incumbrances.

And that the principal monies and interest secured by the debentures shall not at any time exceed the sum of 100,0007. And that so long as there shall be any incumbrances charged upon the mortgaged premises in priority to the debentures, the principal monies secured by the debentures shall not exceed the difference between the amount of the principal monies owing in respect of such prior incumbrances and the sum of 100,0007.

Where there are prior incumbrances the debenture issue is sometimes limited by covenant in the trust deed as above. Sometimes, too, the company covenants that it will apply a competent part of a proposed loan in paying off the prior incumbrances.

Form 173.

cumbrances

exist.

The trustees or trustee may raise and borrow money on the security of the mortgaged premises, or any part thereof, for the purpose, but for Special powers where prior in the purpose only, of paying off or discharging any mortgage or charge for the time being charged on the mortgaged premises or any part thereof in priority to these presents, or for the purpose of defraying any costs, charges, losses, and expenses which shall be incurred by the trustees or trustee, or any of them, in relation to these presents: And the trustees or trustee may raise and borrow such monies as aforesaid at such rate of interest, and generally on such terms and conditions as the trustees or trustee shall think fit, and may secure the repayment of the monies so raised or borrowed, with intérest for the same, by mortgaging or otherwise charging the mortgaged premises or any part thereof, in such manner and form as the trustees or trustee shall think fit. .

The trustees or trustee may concur in the transfer of any mortgage or charge for the time being charged on the mortgaged premises, or any part thereof, in priority to these presents, and may redeem or concur in redeeming the mortgage premises, or any part thereof, from any such

mortgage or charge, and for the purposes aforesaid may execute and do Form 173. all such assurances and things as they or he shall think fit.

Where prior incumbrances exist, powers as above are sometimes inserted in a trust deed.

At any time before the day of (if and so long as a suffi- Form 174. cient number of the preference shares of the company remain unissued) Power to the company will, upon the request in writing of the registered holder exchange hereof and upon the surrender of this debenture, issue to him of the said preference shares credited as fully paid up, and will pay to him the interest for the fraction (if any) of the current half-year up to the day of surrender.

Sometimes it is desired to give debenture holders power to convert their debentures into shares as above. On conversion, a contract would have to be registered under s. 25 of the Act of 1867. See supra, pp. 12, 37.

debentures for shares.

This is to certify that the payment of the principal monies and Form 175. interest secured by this debenture in accordance with the tenor thereof Guaranteed is guaranteed by The Company, Limited.

Given, &c.

Sometimes a company which desires to raise money by the issue of debentures procures some other company to guarantee the principal and interest or the interest thereby secured. The guaranteeing company usually receives a commission for so doing, and takes a mortgage or charge by way of counter security. It must of course be seen that the transaction is intra vires the company. The best mode of giving the guarantee is by a trust deed, by which the guaranteeing company covenants with a trustee for the debenture holders. The guarantee should be confined to debentures upon which a certificate under the seal of the guaranteeing company is placed.

debenture.

The following skeleton prospectus may be found of some use by way of reminder. Form 176.

The

Company, Limited.

Prospectus

of issue of

Issue of 100,000l. six per cent. debentures of 507. each, to be paid off debentures. 1st February, 1881.

[Here the names of the directors and other officers of the company are usually given.]

Subscriptions [or applications] are invited for 10,000l. in six per cent. debentures of 507, each. These debentures are issued in order to provide funds for, &c.

The Company [position and prospects].

The debentures will be issued at par for sums of 501. each, made payable "to bearer," and carrying interest from the day of, at the rate of six per cent. per annum, payable half-yearly, on the -th of

Form 176.

and —th of ——, at the bankers of the Company, upon presentation of coupons annexed to the debentures.

The terms of subscription for each debenture are as follows :

Provisional certificates will be issued on payment of the amount due on allotment, and exchanged for definitive debentures on completion of the payments.

[For form of certificate, see infra, p. 277.]

Instalments may be paid in advance, on allotment, or on any of the above dates, under discount at the rate of per cent. per annum.

Where no allotment is made the deposit will be returned in full.

In case a less number of debentures is allotted than is applied for, the excess of the deposit will be applied in or towards payment of the future instalments due upon such number as may be allotted. Failure to pay any instalment when due, will render the allotment liable to cancellation, and the previous payments to forfeiture.

Applications in the annexed form should be filled up and sent to the company's bankers, Messrs., accompanied by a deposit of 107. upon each debenture applied for.

The form of debenture can be seen at the office of the company.
By order of the Board of Directors.

No.,

Street, London, E. C., January 1st, 1876.

[Form of letters of application to be subjoined to prospectus.]
No.

The A. Company, Limited.

Issue of 10,000l. six per cent. debentures.

Gentlemen,

-, Secretary.

To the directors of the A. Company, Limited.

I beg to apply for

debentures of the above issue in the terms of the prospectus issued by you, dated, &c., on which I have paid the required deposit of 107. per debenture; and I undertake to accept the same or any less number you may allot to me, and to make the remaining payments in respect thereof at the dates specified in the said prospectus.

*

If you desire to pay in full on allotment, the words "the dates specified in the said prospectus" should be struck out, and the words "on allotment under discount" substituted.