Form 638.

32. Under these circumstances the debenture holders desire that the creditors of the company (other than themselves) should be paid at once, and that the business of the company should be carried on, and the liquidation of its affairs stayed. In order to provide funds for these purposes, they are willing to join in the issue of fresh debentures in priority to their own, and to postpone their claims accordingly.

33. The following scheme of reconstruction has been framed with the object of carrying out the said desire of the debenture holders :-[Here the scheme supra p. 541 was set out.]

34. Petitioners had already convened meeting of debenture holders. 35. And resolutions had been passed thereat, and petitioners authorised to apply for sanction of court.

Your petitioners humbly pray as follows:-

1. That the said scheme may be approved and sanctioned by this Honourable Court, and that the same may be ordered to be carried into effect accordingly, and that for that purpose all necessary and proper accounts may be taken, enquiries made, and directions given.

2. That such, if any, meeting or meetings, whether in England or Canada, of creditors of the company, or of any class or classes of creditors of the company, or of the contributories of the company as to this Honourable Court shall seem proper or desirable, may be summoned to consider and pronounce upon the said scheme before the same shall be approved and sanctioned and ordered to be carried into effect as aforesaid.

3. Further or other relief.

Upon the hearing of the petition, Jessel, M. R., directed meetings of the debenture holders and contributories to be held, and the petition to stand over. At these meetings resolutions of approval were passed, and upon the further hearing of the petition an order was made sanctioning the arrangement. See the report in W. N. 1874, 148.

THE OAKHAM COLLIERIES COMPANY LIMITED.

In 1878 the Master of the Rolls sanctioned an arrangement in regard to the above-named company, which provided (1) that the winding up should continue for the purpose of ascertaining what persons were liable to surrender or pay the value of their shares by reason of the circumstances under which they obtained them; (2) liquidators to make out (a) list of shareholders entitled to retain their shares, (b) list of debenture holders, (c) list of certain lenders, (d) list of unsecured creditors; (3) winding up to continue for above purposes, and for taxation of costs of winding up and of debenture holders, actions, &c., but otherwise to be stayed, and regulations set forth in schedule to scheme to become the regulations of the company; (4) the directors appointed by the new regulations to carry on the business subject as aforesaid; (5) and (6) the share capital to be reduced; (7) creditors comprised in list (b) and (c) to accept preference shares and new debentures in satisfaction, and debenture holders' actions to be stayed; (8) creditors in list (d) to accept composition of 58. in the pound in cash; (9) prior mortgagees, lessors, &c., not to be prejudiced. The form of debenture was set out in schedule, and charged the assets subject to prior mortgages: conditions were indorsed as to meetings of debenture holders, &c.

The Landore Siemen's Steel Company, Limited.

Arrangement for payment of unsecured creditors in full; debenture holders to give time; trust deed to be modified; action and winding up to be stayed.

A supervision order had been made and the following scheme was proposed:

Form 639.

1. That the time for the payment of the principal of the debentures Time to be amounting to 148,9007. created and issued by the company for the term holders of given by of five years and secured by the trusts of a deed, &c., which became due five-year and payable on 1 Jan. 1879, be extended to 1 Jan. 1884.

debentures.

holders of

2. That the time for the payment of the principal of the debentures And by amounting to 51,1007. created and issued for the term of seven years, seven-year secured by the same deed and falling due 1 Jan. 1881, be extended to debentures. 1 Jan. 1884.

3. That the rate of interest on all the said debentures be henceforth, Interest on debentures from and after 1 Jan. 1879, and during such extended terms respectively, reduced. reduced from 6 p. c. p. a. to 4 p. c. p. a. payable half yearly on 5 July and 5 Jan., and that the co. do issue to the registered holders of the said debentures warrants for such interest expressed to be payable to bearer,

4. Time for payment of certain deferred warrants already issued in respect of arrears of interest postponed.

loan reduced.

5. That (S. one of the debenture holders and a creditor for cash Interest on advanced to the co. under the agreement of 2 May, 1877, being present and hereby consenting) the interest payable to him from 1 Jan. 1879, on the amount so due to him for cash advances be at the rate of 4 p. c. p. a. instead of 6 p. c. p. a., while the rate of interest payable on the debentures is 4 p. c. p. a.

holders.

6. That in addition to the powers conferred on the trustees for the Additional powers given debenture holders by the trust deed of 21 Ap. 1874, the trustees or trustee to trustees for for the time being thereof be empowered (with the concurrence of the debenture provisional or other official liqs. of co. during the continuance of the winding up proceedings and afterwards with the concurrence of the co. and subject to the consent of any other person or persons whose consent may be requisite as lessors or otherwise) to let on lease, or otherwise, or to surrender, release, or otherwise dispose of or to concur in letting, surrendering, releasing, or otherwise disposing of all or any of the collieries confirmed in the said trust-deed at such times and upon such terms, and either gratuitiously or otherwise, as to the said trustees or trustee may seem expedient, and to enter into or concur in any arrangement or agreement for that purpose.

of trade creditors.

7. That (regard being paid to the order of 20 Jan. 1879, and the As to payment direction in the winding up order for continuing the first-mentioned order, the said S. in respect of his said advances and interest hereby consenting) the said liquidators shall be at liberty, notwithstanding any prior or other right or claim of any of the debenture holders to apply

Form 639. and continue to apply the proceeds of all book debts existing at the time of the presentation of the petition to wind up, or subsequently accruing during the winding up (so far as not already received and expended) in or towards the discharge of the trade debts of co., whether owing at the presentation of petition or subsequently incurred during the winding up.

Winding up to be stayed.

Trustees to give up possession.

Form 640.

Order for meeting.

Form 641. Petition.

8. That the action of T. R. and E. H. against the said trustees and the company (1879, R. No. 15) be discontinued.

9. That all necessary and proper steps be taken as speedily as may be for staying all further proceedings under or in relation to the winding up of the co., and that the trustees or trustee under the said trust deed do concur therein and consent thereto on behalf of the debenture holders.

10. That so soon as the proceedings in the winding up shall be stayed as aforesaid, the trustees be authorised to withdraw from and to deliver up possession to the co. of all the property of the co. now in their hands or under their control: Provided nevertheless that the same be held by the co. subject to the trusts of the said deed of 21 Ap. 1874, in the same manner as the co. held the same prior to the trustees entering upon and taking possession thereof.

11. As to applying half the net profits to redemption of debentures.

The scheme having been prepared, an order (25 Feb. 1879) was made by Malins, V.-C., on the application of the prov. off. liqs. in the winding up as follows:

Let the applicants as such prov. off. liqs. be at liberty pursuant to the provisions of the Companies Acts and of the J. S. Cos. Arrangement Act, 1870, to convene a meeting of the debenture holders of the co., to be held at the Hotel on Thursday, 3 Ap. 1879, at two o'clock in the afternoon, for the purpose of considering a scheme of compromise or arrangement to be made between the debenture holders and the co., and of passing such resolutions thereon as such meeting may deem fit, and let one of the debenture holders present at such meeting act as the chairman thereof, and let 14 days previous notice of such meeting be given to each of the debenture holders, or in case of any one or more debenture or debentures being jointly held by two or more persons, then to the joint holder whose name is first on the register of debenture holders; such notice to be sent through the post, Reg. Lib. B. 333.

The meeting was held and the scheme approved, and a petition intituled in the matter of the Acts of 1862 and 1867 and of the company, and of the Act of 1870, and in the action was then presented by the prov. off. liqs. The petition stated:

1. Formation of co., objects, &c.

2. Capital increased, and now amounts to 800,0007. in 7,000 ordinary shares (of which 5,997 issued) and 1,000 preference shares of 1007. each. Ordinary shares converted into stock.

3. Resolution of directors to create debentures not exceeding 350,000l., Form 641. to be secured by deed as a first charge on co.'s property. 148,9007. 5-year debentures falling due 1 Jan. 1879, and 51,1007. 7-year debentures falling due 1 Jan. 1881 issued.

4. Particulars of the trust deed for securing the debentures.

5 & 6. Petitioner S. holds 31,7007. debentures.

7. Under agreement of 2 May, 1877, S. had made cash advances to co., 114,8407. at 6 p. c. p. a., and to be a charge on the property.

8. The trade liabilities of the co. (exclusive of amounts due to debenture holders and S. and small unsecured overdraft due to bankers of co.) amounted on 31 Dec. 1878 to 25,4067., or thereabouts, and amount due to co. on same day from trade debtors after allowing for doubtful or bad debts amounted to 28,3377., or thereabouts.

9. The co. being unable to pay the interest on the debentures on 1 Jan. 1879, the trustees of deed took possession of the assets.

10. The only property of co. exempt from trust deed was the book debts and certain mining property in Spain.

11. 2 Jan. 1879, winding up petition presented, and pets. appointed prov. off. liqs., S. undertaking to carry on the business.

12. Order of 20 Jan. 1879, giving liqs. liberty to apply assets in discharge of trade debts so far as necessary to keep business going [Reg. Lib. B. 71.]

13. 24 Jan. 1879, winding up order, and 7 Jan. 1879, pets. appointed off. liqs.

14. £23,142 received in respect of book debts and 21,1767. trade debts paid thereout.

15. Order of 25 Feb. 1879, to convene meeting of debenture holders. 16. Notices sent (particulars stated). Endorsed upon each notice so sent was a printed copy of the said scheme of arrangement.

17. Meeting held. Pet. C. elected chairman. Holders of 133,3007. debentures present in person or by proxy. Particulars of scheme taken as read and resolution of approval carried. All present voting in favour of resolution, except holders of 4,000l. debentures who remained neutral. 18. The scheme so adopted was in the terms following:-(setting it out.)

19 & 20. Assent of further debenture holders. 21. Particulars of the action [by debenture holders on behalf, &c., to have trusts of covering deed administered.]

22. It will be for the benefit of the co. and also of the debenture holders generally that the said arrangement should be sanctioned by the court. The powers conferred by the trust deed of 21 Ap. 1874, cannot be effectively employed for the purpose of realising their security in consequence of the prevailing depression of trade which would render it difficult if not impossible for the trustees to lease or dispose of the property. Trustees still in possession, but liquidators have continued working with following result, &c.

23. There is a good prospect of the co.'s trade becoming again remunerative, &c.

Form 641.

Form 642. Order sanctioning scheme.

24. Except the debenture holders the only creditors of co. are your pet. S. for said 114,8407, and other creditors for 4,2301.

Your petitioners therefore pray:

1. That the arrangement stated in the 18th paragraph of this petition may be sanctioned by the court, and may be ordered to be carried into effect by the trustees of the indenture of 21 Ap. 1874.

2. That proceedings in action may be stayed].

3. That [liberty for pets. to pay costs]. 4. That subject as aforesaid, all further proceedings in the winding up be stayed, except for the purpose of giving effect to the order to be made on this petition.

5. Further or other order.

The petition was served on the trustees, the plaintiffs in the action, and the company, and came on for hearing on 10 July, 1879, when an order was made by Malins, V.-C., as follows:

Let the scheme of compromise or arrangement between the company and the debenture holders pursuant to 33 & 34 Vict. c. 104 adopted at the meeting of the debenture holders held 3 April, 1879, as in the petition mentioned be sanctioned, and let the same be carried into effect by the trustees of the indenture of 21 Ap. 1874, the terms of which compromise or arrangement are as follows, &c., and stay all further proceedings in the action except so far as may be necessary for carrying this order into effect, and let the petitioners pay the costs as between solicitor and client of [the trustees] and of [the co.] and of the said several stock holders and debenture holders [who appeared] and of [plts. in action] of and incidental to this application, and the costs, charges and expenses as between solicitor and client of the pets. and of [the trustees] and of [the co.] incurred in or relating to the winding up and the costs, &c., as between, &c., of [the plts. in action] and of [the trustees] and of [co.] of and incidental to the said action. And refer it to the taxing master to tax the said costs. And order for payment to solicitors when taxed. And subject as aforesaid, let all further proceedings in the winding up of the co. be stayed, except for the purpose of giving effect to this order. Reg. Lib. 1879. B. 3082.

The Dynevor, Duffryn, and Neath Abbey Colleries Company, Limited. Arrangement for lease of company's undertaking and modification of trust deed for securing debentures. Winding up continued.

The company was formed in 1874, and had issued debentures to the extent of 210,000l., secured by an assignment of the company's undertaking to two trustees. In June, 1878, a resolution for a voluntary winding up was passed, and the trustees were appointed liquidators. In August a meeting of the company's creditors was convened, pursuant to an order of Malins, V.-C., for the purpose of considering an arrangement embodied in an agreement. The agreement was made between the trustees of the first part, the company of the second part, and M. of the third part; and its principal provisions were as follows:

That a lease of the company's business should be granted to M. for 21 years, at