Form 647.

The agreement.

1. The new co. shall adopt the scheme of arrangement embodied in the resolution set out in the schedule thereto, and in pursuance thereof shall purchase and take over, upon the terms stated in the said resolutions, all the property and assets of the old co. as from 31 Dec. 1879, subject to the debts and liabilities thereof as on the same date, other than monies owing on or secured by the debentures of the "General Series."

2. In further pursuance of the said scheme, the new co. shall allot to the said liq. or to such persons as shall be nominated by him, the said 8,600 ordinary shares of 201. each, which shares shall be numbered, &c., and shall be deemed to be fully paid up.

3. In further pursuance of the said scheme the new co. shall allot to the said liq. or to such persons, &c., 1,900 of the said preference shares of 57. each in the new co., or such less number as may be required to answer the provisions of the resolution numbered 8 in the schedule hereto. The preference shares to be allotted in pursuance of this clause shall be numbered 8001 upwards consecutively, and shall be deemed fully paid up.

4. The new co. shall indemnify the old co. and its liq. against all claims, demands, and proceedings in respect of any contracts or engagements in relation to the business of the old co., and against all the debts and liabilities of the old co., other than and except the monies owing on, or secured by, the debentures of the General Series.

5. The new co. shall accept [supra, p. 505, cl. 6].

6. The old co. and the said liq. shall, as soon as conveniently may be, execute and do at the expense of the new co. all such assurances and things as shall reasonably be required by the new co. for vesting in it the said property agreed to be hereby sold, or any part thereof.

7. Upon the adoption of this agreement by the new co., the said C. shall be discharged from all liability in respect thereof.

8. If this agreement shall not be adopted by the new co. before 1 Nov. next, it shall be lawful for the said liq. or the said C. [power to rescind, supra, p. 12]. In witness, &c. The schedule contained the resolution.

The adoption of the agreement was made one of the objects of the new company. The articles contained clauses providing that

63. The holders for the time being of the debentures of the L. Scries and of the T. & O. Series (which are respectively mentioned in the agreement set out in the schedule hereto) shall be summoned to and be entitled to attend all meetings at which any directors are to be elected, and to vote upon the election of directors, but they shall not be entitled to vote upon any other question. Every such debenture holder shall have one vote for every 207. of principal money secured by his debenture or debentures.

64. Votes may be given either personally or by proxy, but every proxy must be in writing, &c. Every proxy appointed by a member must himself be a member and entitled to vote. Every proxy appointed by a debenture holder must himself be a debenture holder of the same series as the appointor.

And a form of proxy for a debenture holder was given. The qualification of the directors was to be 1,0007, in shares or debentures. Provision was made for carry

ing half the surplus profits to a reserve fund, in accordance with the scheme and Form 647. the investment and application thereof.

The company was incorporated 19 Feb. 1880, and the agreement was adopted and carried into effect.

The Great Western Colliery Company, Limited.

Arrangement for sale to new company: debenture holders to accept debentures and shares.

In this case the scheme of arrangement was embodied in an agreement dated 18 Ap. 1878, and made between the co. by its liquidators of the one part, and J. W. and W. H. W. on behalf of themselves and all other the debenture holders of the co. of the other part. The agreement recited the resolution to wind up and the appointment of S. and B. as liqs., the supervision order, that co. indebted upon debentures for securing principal money to the amount of 68,2507., upon some of which debentures an arrear of interest was due, but that the old co. was not otherwise indebted beyond a small sum; that debentures for 13,1507. were secured by indenture of 16 Dec. 1873, and the rest by indenture of 30 June, 1876; and that proposals had been made for an arrangement between the co. or the liquidators thereof and the holders of the debentures. It was therefore agreed as follows:

1. The said liquidators shall be authorised to sell all the undertaking Form 648. and assets of the old company to a new company (hereinafter called the new company) which shall be incorporated pursuant to the Companies sell to new Liquidators to Acts, 1862 and 1867, as a company limited by shares under the name company. of the Great Western Colliery Company, Limited, with a capital of 150,0007. divided into 30,000 shares of 57. each, of which 20,000 shares are to be ordinary shares, and 10,000 shares are to bear a cumulative preferential dividend of 10 per cent. per annum. The preferential shares to be known as shares of Class A and to be entitled to a preference in assets as well as in profits of new company, and the ordinary shares to be known as shares of Class B and not in the event of a winding up or otherwise to be entitled to receive any payment on account of capital until full amount of the shares of Class A shall have

been paid.

allotted to

2. The new company shall be authorised and entitled to allot to the Shares to be holders of the ordinary and guaranteed shares of the old company ordi- members of nary shares of the new company credited as fully paid in such propor- old company. tions as shall be settled in pursuance of the provisions contained in sections 159 to 162 of the Companies Act, 1862, and the ordinary shares so to be allotted shall be accepted in satisfaction of the interest of the shareholders in the old company, provided always that the provisions of sections 161 and 162 of the Companies Act, 1862, shall be observed so far as the same shall be applicable to the case.

Although it appears from the above clause that it was intended to carry out the sale under s. 161, the plan seems to have been abandoned.

3. The new company shall pay and discharge or otherwise undertake New company all liabilities of the old company except in respect of the said deben- to undertake

liabilities of old company.

Form 648. tures, and shall also pay the costs of winding up the old company, and provide the funds (if any) which may be required for any of the powers or purposes authorised by section 161 of the Companies Act, 1862, or otherwise connected with the carrying out of this agreement, including the full costs of the said W. and H. W. in appearing upon the said petition, and in negotiating the arrangement intended to be made by this agreement, and in or relating to the formation of the new company.

Trustees to

concur.

Company may create a first charge for 20,0007.

Debenture holders to

aceept debentures of new company in part satisfaction.

Transfer of property.

4. The trustees of the said recited indentures of the 16th day of December, 1873, and the 30th day of June, 1876, respectively, shall concur in the transfer of the undertaking and assets of the old company to the new company freed and discharged from all the trusts and powers contained in the said respective indentures.

5. The new company shall be empowered to raise at any time or times and from time to time, either upon debentures or otherwise, any sum or sums of money, not exceeding in the aggregate 20,0007. to be owing at any one time, at such rate of interest and upon such terms as to the time of repayment and otherwise as the new company shall by the resolution of an extraordinary meeting determine, and any money to be raised in pursuance of this clause with interest thereon shall constitute a first charge upon the undertaking of the new company, and if debentures shall be issued under this clause such debentures shall be known as debentures of Class A.

6. Every holder of a debenture or debentures of the old company shall be entitled to receive a debenture or debentures of the new company for one moiety of the amount of principal and interest due upon the debenture or debentures of the old company held by him or her calculated up to the 30th day of June, 1879, with the addition of such sum as shall be necessary to reduce the balance of the said amount to a multiple of five, and the debentures to be issued by the new company under this clause shall constitute a second charge upon the undertaking of the new company, and shall from the 1st day of July, 1879, bear interest at 6 per cent. per annum, and shall be known as debentures of class B, and shall be payable at the expiration of twenty years from the said 1st day of July, 1879, or at such earlier time as shall be agreed between the new company and the registered holder for the time being of any debenture, or shall be fixed by six months' notice to be given by the new company to such registered holder.

7. The property of the new company or such part thereof as can be the subject of a conveyance, assignment, or demise, shall be effectually vested in mortgagees or trustees (as the case may require) for the purpose of securing all monies to be raised under or in pursuance of the fifth clause of this agreement, and subject to the charge of such monies the said property shall be vested in trustees for the purpose of securing the debentures to be issued by the new company under or in pursuance of the sixth clause of this agreement, the debentures of each class as between themselves ranking pari passu, and the necessary deed or deeds shall contain all usual powers and clauses.

8. Every holder of a debenture or debentures of the old company Form 648. shall also be entitled to receive shares of class A in the new company Debenture credited as fully paid up, equal in nominal value to the balance of prin- holders to cipal and interest upon such debenture or debentures up to the said 30th accept shares day of June, 1879, after crediting the amount of the debenture or deben- pany in part tures to be issued to such holder under the sixth clause of this agree- satisfaction. ment, and the shares to be issued under or in pursuance of this clause shall be entitled to the said preferential dividend as from the 1st day of July 1879.

in new com

old company

9. The holders of the debentures of the old company shall accept the Debentures of provisions made for them by this agreement in satisfaction of all claims to be given up. upon the said debentures of the old company and shall deliver up such debentures to the said liquidators.

10. The profits of the new company up to the 30th day of Sinking fund. June, 1879 (if any), shall be applied in payment of monies required for the purposes mentioned in the third clause of this agreement, and subject thereto shall be carried to the credit of the sinking fund mentioned in the 11th clause of this agreement, and shall be applied as part of such sinking fund in pursuance of the said 11th clause.

sinking fund.

11. If the net profits of the new company in any subsequent year Application of after providing all expenditure chargeable to revenue and the interest upon loans and debentures, and the arrears (if any) of preferential dividend shall be sufficient for the payment of a higher dividend than 10 per cent. for such year upon the whole paid up capital of the new company, then, and in every such case, so long as any money shall be owing by the new company in respect of debentures of class B to be issued under or in pursuance of the sixth clause of this agreement, the surplus of such net profits shall be carried to a sinking fund which shall be applied either in the repayment of monies raised under the said fifth clause or in redemption of the said debentures of class B, or partly in one mode and partly in the other, and after the redemption of all the said debentures the preferential shares and the ordinary shares shall rank pari passu for the purpose of any dividend beyond 10 per cent. for any

year.

12. Mode in which sinking fund to be applied.

holders of B

13. Every share of class B shall confer the right to one vote, and Votes of every share of class A shall confer the right to three votes at any meeting and A shares. of the new company.

14. The carrying out of this agreement shall be one of the objects of Carrying out of agreement the new company, and shall be embodied as such in the memorandum of to be object of association of the new company; which shall contain all proper clauses and company. provisions for carrying out the terms of this agreement, and shall be approved by the said J. W. and W. H. W. or in case of difference shall be settled as between all parties by H. and P. esquires, barristersat-law.

15. This agreement is conditional upon its confirmation in manner Condition.

Form 648. prescribed by the Joint Stock Companies Arrangement Act, 1870. In

Form 649. Petition.

witness, &c.

The petition was presented by S. and B., the liquidators of the company, and stated:

1. Incorporation of the old company.

2. Capital 150,0007. in 7,500 shares of 207, each.

3. Change of name.

4. Purchase of colliery.

5. Old company borrowed 20,0007. on debentures at 10 p. c. p. a. secured by indenture of 16 Dec. 1873.

6. £1,500 and 53,6007. subsequently raised on debentures at 7 p. c. p. a. and 10 p. c. p. a. secured by indenture of 30 June, 1876.

7. £13,350 with an arrear of interest still due in respect of the 20,0007. debentures. Total principal sums due on the debentures 68,2507., and interest 4,3347. 8s. 9d.

8. Resolution to wind up, and appointing S. and B. liquidators.

9. Supervision order made 5 Ap. 1878, and by same order meeting of debenture holders directed to be convened for the purpose of ascertaining their wishes as to the proposed scheme for the reconstruction of the company referred to in the affidavit of, &c. Reg. Lib. A. 616.

10. By a memorandum of agreement dated 18 Ap. 1878 [Here the agreement given, supra, p. 557, was set out in full].

11. Seal of company affixed to agreement, and same duly executed by pets. and J. W. and J. H. W.

12. Shortly after date of order a meeting of debenture holders was convened in pursuance of order by advertisement in London Gazette and certain other newspapers, and by sundry notices in same form as advts. by post, together with a printed copy of the proposed agreement to each of the known debenture holders, and meeting held accordingly.

13. Meeting attended either personally or by proxy by 66 debenture holders, to whom 43,2007. due besides interest. The question submitted to meeting was whether the debenture holders approved of the terms for the reconstruction of co. as mentioned in the agreement of 18 Ap. 1878, which was then and there read to all the creditors there present.

14. All the debenture holders so present (except C. T. who holds debentures for 1,0007.) approved of agreement. The debenture holders so approving constitute a majority in number, representing more than three-fourths in value of those so present.

15. Agreement subsequently approved by V.-C. in chambers, and meeting of contributories directed.

16 & 17. Meeting convened and held accordingly.

18. Meeting attended personally or by proxy by 93 contributories holding 3,967 shares, and entitled to 1,383 votes out of 247 contributories holding 7,5007, shares, and entitled to 2,991 votes, and the question submitted was, &c.