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2. Apply to the court by summons or motion to convene the requisite meetings.

3. Hold the meetings and pass the necessary resolutions.

4. Apply to the court by petition stating the circumstances and obtain an order sanctioning the arrangement.

It will be observed that the application to the court may be made by any creditor or by the liquidator. It is usually made by the liquidator.

The arrangement is sometimes set forth in a document intituled "Scheme of arrangement," and is sometimes embodied in an agreement expressed to be made subject to the sanction of the court. Where the arrangement provides for a sale of the assets to an existing person, a provisional agreement is generally desirable, but where the sale is to be to a new company the best plan is to submit the arrangement to the meetings and the court in the form of a scheme, and when the sanction of the court has been given the new company is registered and forthwith enters into an agreement with the liquidator to carry out the scheme. This agreement should contain explanatory recitals, and if the scheme provides for the allotment of paid-up shares it will be filed pursuant to s. 25 of the Act of 1867.

The summons for liberty to call the meetings can easily be framed from the orders given infra, p. 532 et seq.

The advertisement will run thus:

In the High Court of Justice, Chancery Division, V.-C.. In the matter of the Joint Stock Companies Arrangement Act, 1870, and in the matter of the Companies Acts, 1862 and 1867, and in the matter of the Company Limited. Notice is hereby given that his lordship, the Vice-Chancellor, Sir, has directed a meeting of the contributories [or the creditors or the creditors other than the holders of the debentures secured by an indenture, &c., or the creditors of the above-named company being the holders of debentures of the company secured by, &c.] of the above-named company to be summoned pursuant to the above statutes for the purpose of ascertaining their wishes. [Here state object, e.g.: as to the reconstruction of the company.] And that such meeting will be held on day, the day of o'clock in the in the county of at which time and place all the aforesaid contributories [or as the case may be] are requested to attend. The said judge has appointed of -to act as chairman of such meeting.

Dated, &c.

at

noon, at

· [official] liquidator.

Advertisement.

The petition should state the formation of the company, the winding- Petition. up proceedings, the position of affairs so far as may be necessary to explain the scheme and enable the court to form a judgment as to the expediency of sanctioning it, and the result of the meetings, and will pray for the sanction of the court. It should be served on the company and any other necessary parties, e.g., the trustees for debenture holders, and should be verified by affidavit. It is not usual to give notice by advertisement of the day fixed for hearing the petition.

Application to the court with regard to arrangements under the Act Title. of 1870 should be intituled in the matter of the Acts of 1862 and 1867,

M M

and of the Joint Stock Companies Arrangement Act, 1877, and of the particular company. In re Darlaston Coal & Iron Co., W. N. 1877, 139. And notices convening meetings should be intituled in like

manner.

The following pages contain the particulars of some of the arrangements which have been sanctioned by the Court.

It is singular that cases of arrangement under the Act of 1870 are rarely reported although they often present features of considerable interest, and not uncommonly affect property of great value.

ARRANGEMENTS.

The Accidental Death Insurance Company, Limited.

Arrangement under which Creditors to accept Composition. Winding up to

continue.

This company was being wound up under supervision. An arrangement having been proposed, the following order was made on application by summons:

Upon the application of W., G., L., respectively creditors of the Form 630. above-named co., and upon hearing the solicitors for the applicant and Order for for the said co., and upon reading, &c., It is ordered that H: the said meeting. official liquidator do forthwith summon a meeting of the creditors of the company pursuant to the provisions of the J. S. Cos. Arrangement Act, 1870, for the purpose of ascertaining whether a majority representing three-fourths in value of the creditors present thereof in person or by proxy are willing to assent to a compromise or arrangement which has been proposed between the contributories of the company and its creditors for the final settlement of all the claims of the latter by payment of a further dividend of 3s. 6d. in the pound within one calendar month after the date of the order sanctioning such compromise or arrangement: And it is ordered that such meeting be held at the Cannon Street Hotel, in the City of London, on Wednesday the 15th of May, 1878, at 11 o'clock in the forenoon: And the judge hereby directs that H. the liquidator of the said co. be chairman of such meeting. Accidental Death Insurance Co., M. R., 2 May, 1878. A. 884.

The meeting was held and the arrangement approved, and subsequently an order
was made by the Master of the Rolls (30 Mar. 1878) sanctioning it.
Reg. Lib.
A. 1114.

The Cape Breton Company, Limited.

Arrangement providing for the realisation of the Assets and the abandonment of proceedings against Vendors and Promoters. Winding up to continue.

This company was being wound up compulsorily. The persons chiefly interested were the holders of two classes of debentures. An arrangement was proposed and the following order was made.

Form 631.

Order giving liberty to

summon

meeting.

Form 632.

Notice of

summons.

Upon the application of the off. liqs., &c., Order that the off. liq. be at liberty, pursuant to the Joint Stock Companies Act, 1870, to summon a meeting of the holders of A debentures of the said co. or the persons entitled thereto for the purpose of ascertaining their wishes as to two arrangements proposed between the said co. and the holders of such debentures or the persons entitled thereto, the first with the view of selling the undertaking of the said co., and the second with the view of taking proceedings for the rescission of the contracts for the purchase of [certain property] and the return of the monies paid thereunder, And order that such meeting is to be held on Friday the 3rd of May, 1878, at 4 o'clock in the afternoon, at the City Terminus Hotel, Cannon Street, in the city of London, And order that notice of such meeting be advertised as follows, that is to say, three times in the Times newspaper, and twice in each of the following newspapers, namely, the Standard, the Daily News, and the Daily Telegraph. Cape Breton Co., Malins, V.-C., 8 April, 1878. A. 712.

A similar order was made as to a meeting of the B debenture holders.

The notices convening the meetings stated that "the V.-C., Sir R. Malins, has directed a meeting of the creditors of the above company being holders of A debentures, or entitled thereto, to be summoned pursuant to the above statutes, for the purpose of ascertaining their wishes as to certain matters relating to the winding-up of the company, and such meeting will be held on Friday the 3rd of May, 1878, at 3 o'clock in the afternoon, at the City Terminus Hotel, Cannon Street, in the city of London, at which time and place all the aforesaid creditors are requested to attend. The judge has appointed Mr. W. of to act as chairman of such meeting." The notice was signed by the solicitors to the liquidators.

The meetings were held and the scheme for sale was unanimously adopted, and a summons was thereupon taken out by the official liquidators to obtain the sanction of the court. The hearing of the summons was adjourned pending the publication of an advertisement as follows:

:

In the High Court of Justice, Chancery Division. Vice-Chancellor Malins. In the matter, &c.

Notice is hereby given, that a summons has been issued on behalf of the official liquidators of the above-named company, for the purpose of obtaining the sanction of the court in accordance with the provisions of the above Acts, to the scheme for the sale of the company's property unanimously agreed to by (1) the creditors holding or entitled to hold "B" debentures of the above-named company respectively present in person or by proxy at the respective meetings of such creditors respectively, held at, &c., on the 3rd of May, 1878, pursuant to the directions given by the judge in the above matters. Such summons is directed to the several holders of "A" debentures and "B" debentures respectively, and to the several persons entitled to receive such debentures respectively, and has been adjourned to be heard by the judge at his chambers, No., &c., on Monday the 27th day of May, 1878, at 3.30 o'clock in the afternoon, at which time and place all creditors holding or entitled to hold "A" and "B" debentures of the said company respectively are at liberty to attend. In accordance with the sanction of the judge obtained for that purpose, it is intimated that application will be made for the disallowance of the costs of any creditor whose appearance upon the hearing of the summons may in his lordship's opinion be unnecessary or improper.

A copy of such summons may be obtained gratis of the undersigned by any person being a holder of an "A" or "B" debenture of the company, or entitled to receive the same. Dated this 16th day of May, 1878. N. R. N. & B,

Street, E.C.,

Solicitors for the joint official liquidators.

On the 27th of May, 1878, an order was made on summons sanctioning the arrangement. See the Order, Reg. Lib. A. 1002.

In this case the arrangement did not provide for the concurrence of the trustees for the debenture holders, and doubts arose as to their position. Accordingly. Malins, V.-C., on 29 June, 1878, (Reg. Lib. A. 1330) gave liberty to bring an action for the purpose, and in such action judgment was obtained as follows:

arrangement.

Upon motion for judgment under Order 40, Rule 11, this day, &c., Form 633. This court doth declare that the trusts of the indentures dated, &c., in Judgment the pleadings mentioned (and therein called the A debenture deed and for trustees to the B debenture deed respectively) ought to be performed and carried give effect to into execution having regard to the resolution of 3 May, 1878, in the pleadings mentioned, and that the defendants ought to do all such acts as may be requisite to concur in and give effect to the scheme of arrangement expressed in the said resolutions, And doth order and decree the same accordingly, And it is ordered that the following accounts and inquiry be taken and made, that is to say,

1. [Account of monies due on A debs.]

2. [Account of monies due on B debs.]

3. An inquiry of what particulars the property subject to the trusts of the said indentures respectively now consists having regard to the terms of the said scheme and to the sale and application of the purchase money thereby directed, and for the purpose of the accounts and inquiry aforesaid any proceedings or adjudications or plans or other proceedings in the winding up of the plaintiff co. may be adopted as the judge shall think fit. Adj. further conson. Liberty to apply. Cape Breton Co., and S. Field, on behalf, &c., v. Bentinck and others [the trustees of deeds], Malins, V.-C., 19 July, 1878. A. 1527.

Gaudet Frères Steamship Company, Limited.

Arrangement providing for the sale of the whole assets to a creditor he paying a composition to unsecured creditors and the costs of the winding up. Winding up to continue.

This company was being wound up compulsorily; it was insolvent, and the whole of the assets were claimed by L., to whom mortgage debentures had been issued. An arrangement was proposed and approved by a meeting of creditors, and the subjoined order was made by Malins, V.-C.

Upon the application of the off. liq., &c., Order that the arrangement Form 634. or compromise contained in and provided for by an agreement dated 18 Order Feb. 1878, made between the said co. of the 1st part, C. [the off. liq.] sanctioning of the 2nd part, and L. of the third part (being exhibit D. to the said the sale. affidavit of C. filed, &c.) whereby the said co. and the said C. agreed with the said L. to sell to him all the assets of the co. in England and in France in consideration of the said L. paying to the creditors of the said co. who have been duly certified as such the sum of 6d. in the pound as com

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