Form 635. Advertisement of resolutions. Notices of objections. Arrangement for benefit of company. 16. On the 11th of October, 1875, the following advertisement was inserted in all the newspapers in which the advertisement convening the said meeting was directed to be inserted as aforesaid, except the London and Edinburgh Gazettes, the conductors whereof required for the purpose the specific direction of the High Court of Chancery, which could not be obtained during the vacation :-" In the matter of the Bessemer Steel and Ordnance Company, Limited; and in the matter of the Companies Acts, 1862 and 1867; and in the matter of the Joint Stock Companies Arrangement Act, 1870. Notice is hereby given, that, &c., [of meeting having been held-that compromise approved--that any creditor objecting to adoption of agreement to give notice to liquidators before 25 Oct. instant, when application would be made to the V.-C. for order confirming the compromise.] 17. Notice of objection to the said arrangement has been received by your petitioners from Messrs. H. and A. G. B., the lessors of the premises occupied by the said company at Greenwich, who object to any arrangement being carried out with the said W. S. D., unless and until a provision is made for satisfying the liabilities of the company under the lease. Notice of objection has also been received from Paynes, &c., Company, creditors for 1137. 178., but from no other creditor. 18. The said agreement was, on the 27th day of October last, duly signed by the said W. S. D. 19. It will be in the judgment of your petitioners much for the benefit of the company that the said arrangement should be carried out. The creditors of the company have as aforesaid approved it practically unanimously, and the rights and claims (if any) of creditors having a claim to be entitled to security upon any portion of the assets of the company or their calls upon the shareholders thereof are intended, as regards such security, to be left unaffected by the said ageeement. Your petitioners therefore humbly pray 1. That (without prejudice to any existing security or charge upon the assets of the company or on any call made or to be made on the shareholders thereof) the said agreement herein before in part stated and agreed to by the said creditors of the company as aforesaid may be sanctioned and confirmed by an order of this honourable Court so as to be binding on all the creditors of the company and on your petitioners and the contributories of the company. 2. That all deeds, documents, acts, matters, and things, necessary or expedient for the carrying out of the said agreement may be ordered to be executed and done by all necessary and proper parties under the direction of this honourable Court. 3. That such further or other order may be made in the premises as shall seem meet. And your petitioners will ever pray, &c. NOTE. It is intended to serve this petition on the above named W. S. D. The petition came on for hearing on the 27th Nov. 1875, and the following order was made: "Upon the application of K. & A., the official liquidators of the Form 636. above-named company, on the 16th day of November, 1875, preferred into H. M. High Court of Justice, and upon hearing counsel for the Order sanctioning petitioners, and for W. S. D., and upon reading the said petition, an scheme. order dated, &c., the agreement dated, &c., in the said petition mentioned, an affidavit, &c. This court doth order that (without prejudice to any existing security or charge upon the assets of the said company or on any call made or to be made on the shareholders thereof,) the said agreement be sanctioned and confirmed by this court, so as to be binding on all the creditors of the company, and on the petitioners and the contributories of the company, and that the said agreement be carried into effect, and that all deeds, documents, acts, matters, and things, necessary or expedient for the carrying out of the said agreement, be executed and done by all necessary parties under the direction of the court." Malins, V.-C., 27 Nov. 1875. A. 1807. See report 1 C. D. 251. The Western of Canada Oil, Lands and Works Company Limited. Arrangement for creation of debentures to take priority over existing debentures, paid-up shares to be issued to the debenture holders, new board of directors to be elected, winding up to be stayed except for certain purposes. The company was being wound up compulsorily, and the following scheme was proposed: Scheme for the reconstruction of the Western of Canada Oil, Lands and Works Company Limited. continuance of 1. The liquidator shall continue the liquidation for the following Form 637. purposes: (a.) The determination of the question whether the shares now stand- Partial ing in the name of John Walker in the books of the company liquidation. are or are not to be deemed to any and what extent paid up, and the making and collection of any calls in respect of such of the said shares as shall appear not to have been fully paid up. [See Carling's Case, 1 C. Div. 115.] (b.) The determination of the question whether any and what proceedings ought to be taken against John Walker the vendor to the company of its property in Canada and its manager there, as against Thomas Henry Smallman its secretary there, or against any other person or persons, to recover the price paid for the said property or any and what part of it, or to obtain damages, compensation or accounts, or any and what relief in respect of the sale thereof, or in respect of the management of the company's business in Canada, or for any other purpose, and the institution and carrying on of such proceedings accordingly. Form 637. When to be stayed. What may be done. Powers of new board. Duties. (c.) Generally the realisation and collection of the assets of the com- (d.) The payment of the debts of the company other than those (e.) The payment of all the costs of the winding up including therein 2. When the above matters are completed all further proceedings 3. Notwithstanding the pendency of the liquidation of the company A general meeting of the company shall be called for the following 1. The election of a new board of directors, for which purpose all or 2. The sanctioning by special resolution the issue of new shares to 4. The new board of directors when appointed shall have and perform 5. The new board of directors shall as speedily as possible after their (a.) They shall borrow on behalf of the company a sum or sums of "B" debentures in the first place to the holders of "A" deben- Form 637. tures, or to any of them. (b.) They shall affix the company's seal to an indenture of trust or covering deed whereby the repayment pari passu of the principal money and interest secured by the said "B" debentures shall be secured by way of trust mortgage or charge on all the property of the company comprised in the said covering deed of the 12th of November, 1872, in priority to the said "A" debentures and the principal money and interest thereby secured. The trustees of the said covering deed of the 12th of November, 1872, shall also be parties to the said new covering deed for the purpose of postponing the said "A" debentures and the said security for the same. (c.) They shall at the same time that they issue the said "B" debentures affix the company's seal to the said second covering deed, offer and (if accepted) issue to the holder of every "A" debenture a new fully paid-up share on the company of 307., to be taken in full discharge of the bonus of 307. payable to him under the said debenture, and also of all interest which may at the time of issuing the said share be due upon the "A" debenture in respect of which it shall be issued and such "A" debenture shall be a security only for 1007. and interest thereon at the rate of 127. per cent. per annum from the time of the issue of the said share. The said new shares shall be called and are herein referred to as "B" shares. (d.) They shall at or before the issue of the said "B" shares affix the company's seal to a contract in writing between the company and all the holders of A debentures who shall accept B shares as aforesaid in discharge of the said bonus of 30l. per debenture to which they are entitled, agreeing that the said B shares are and shall be deemed to be fully paid up, and shall duly file the said contract with the Registrar of Joint Stock Companies. (e.) The holders of B shares shall have the exclusive right of voting at all meetings of the company for the term of 10 years from the issue of B shares or the payment of the said B and A debentures whichever shall first happen, at the expiration of which time or the happening of which event the said exclusive right shall cease, and all holders of shares in the company shall vote according to the number of shares held by them. With this exception the said B shares shall for all purposes (except as to amount) rank with the existing shares in the company which shall hereinafter be called and are herein referred to as A shares, and the holders of the said B shares shall in addition to the temporary exclusive right of voting as aforesaid have all powers, rights and privileges in connection with the company as if they were holders of a corresponding number of "A" shares in the company with 307. per share paid up thereon. Form 637. When to be stayed. What may be done. (c.) Generally the realisation and collection of the assets of the company except the property comprised in the indenture of trust or covering deed of 12 Nov. 1872, and thereby made a security for the repayment of the 200,000l. of original debentures already issued by the company and in this scheme referred to as "A" debentures. (d.) The payment of the debts of the company other than those secured by the "A" debentures. (e.) The payment of all the costs of the winding up including therein all the costs, charges and expenses of or connected with or arising out of this scheme of reconstruction whether the same shall be ultimately carried into effect or not. 2. When the above matters are completed all further proceedings in the liquidation shall be stayed on the liquidator's application, and the property and assets of the company in his hands shall be handed over to the new board of directors to be appointed as next hereinafter provided. 3. Notwithstanding the pendency of the liquidation of the company for the purposes aforesaid the following acts may be done and proceedings taken, that is to say A general meeting of the company shall be called for the following purposes, namely: 1. The election of a new board of directors, for which purpose all or any of the existing directors may be removed from office by the said meeting. The new board of directors to be appointed from among members eligible for the appointment other than the removed directors (if any) and 2. The sanctioning by special resolution the issue of new shares to holders of "A" debentures as hereinafter provided. 4. The new board of directors when appointed shall have and perform all the powers and duties vested in the directors by the articles of association of the company, but nevertheless (until the completion of the liquidation as aforesaid) only to such an extent and in such a manner as not to interfere with the continuation of the liquidation as aforesaid. 5. The new board of directors shall as speedily as possible after their appointment do and carry out the following acts, arrangements and proceedings. (a.) They on behalf of the company a sum or sums of ding 30,000l. by the additional debentures o as B debentures), securing the repayment of wowed with interest at 12 per cent., and charging in it at that rate on the property of the comaid covering deed of the 12th of Novemto the said "A" debentures and to all principal monies or interest thereby y if they see fit offer all or any of the said |