company not

liability of the New Zealand Company.

Form 658. sections shall not be affected by the reservation of the rights of the creditors of the New Zealand Company, as against the uncalled capital to be affected of that company hereinafter contained, but the assets of the company by continuing shall be deemed the primary fund for the payment of all liabilities, claims and demands, debts and moneys due, as well from the New Zealand Company as from the Canterbury Company, at the time of amalgamation; and the reservation of the rights of the creditors of the New Zealand Company, as against the uncalled capital of that company, shall be deemed a collateral and additional security for the payment of the liabilities, claims and demands, debts and moneys due from the New Zealand Company at the time of amalgamation.

Company may be registered by name of

New Zealand,

&c., Land Company.

This Act to be

deemed a con

section 25 of

the Companies

Act, 1876.

11. [All deeds, conveyances, &c., to be valid and of full force.]

12. [Causes and rights of action reserved.] 13. [Actions not to abate.] 14. [Submissions and awards relating to the two companies not to be affected.] 15. [Officers of the two companies to be accountable for books, &c.] 16. [Officers, &c., of the two companies to be officers, &c., of the company.] 17. [Books, &c., to be evidence.] 18. [Certificates, &c., to remain in force.] 19. [Present register of members to be continued.] 20. [General saving of rights and claims.]

21. The production of a copy of this Act purporting to be printed by the Queen's printers shall be a sufficient authority to the Registrar of Joint Stock Companies for Scotland to register the company by the name of the "New Zealand and Australian Land Company Limited,” notwithstanding the provisions of the 20th section of the Companies Act, 1862.

22. The shares, both ordinary and preference, issued in lieu or satistract made in faction of shares in the two companies respectively shall be deemed to writing within be paid up in accordance with the provisions in that behalf contained in the memorandum of association of the company set forth in the schedule hereto, and this Act shall be deemed a contract, determining that such shares shall be so held within the 25th section of the Companies Act, 1867, and a copy of this Act purporting to be printed by the Queen's printers shall accordingly be filed with the Registrar of Joint Stock Companies for Scotland, at or before the issue of such shares, and such Registrar is hereby required, upon request and payment of the usual fees, to file the same accordingly.

Separate registers may be kept of the shares, &c. of

the two companies.

Conversion of

shares into

stock.

23. [Shareholders in the two companies to become shareholders in the company.] 24. [Shares of company to be subject to the same trusts, &c. as shares of the two companies.]

25. Notwithstanding the amalgamation, separate registers may be kept of the several shares, mortgage debentures, debentures, and bonds of the two companies respectively.

26. [Company to issue new certificates, and may require old certificates to be exchanged.]

27. Nothing in this Act contained shall prevent or restrain the company, if they think fit, from converting under the provisions of the Companies Act, 1862, their capital into stock.

holders in

28. If any person or corporation holding shares in either of the two Form 658. companies at the time of amalgamation shall, within twelve calendar Right of dismonths of the time of amalgamation, leave at the registered office of the sentient sharecompany, a notice in writing expressing his unwillingness to become a either of the shareholder in the company, such dissentient shareholder may at any two comtime within such twelve calendar months require the company to pur- paid out. chase the interest held by him at a price to be determined in manner hereinafter mentioned, and the company shall, within 60 days of receiving such requisition, comply with such request, and the share and interest so purchased shall be dealt with in such manner as the directors may determine.

panies to be

price.

29. The price to be paid for the purchase of the interest of any such Mode of dissentient shareholder as aforesaid may be determined by agreement, determining but if the parties differ with respect to the same such difference shall be settled by arbitration, according to the provisions of the Companies Clauses Consolidation (Scotland) Act, 1845, with respect to the settlement of disputes by arbitration.

debentures of

companies.

30. The debts and liabilities of the two companies respectively which Providing for are secured on mortgage debentures, debentures, or bonds, and are sub- mortgages and sisting at the time of amalgamation, shall be a charge on the assets and dissolved undertaking of the company, if and so far as the same constituted a charge on the assets or undertaking of the company by which the same were originally incurred, but not further or otherwise, and such mortgage debentures, debentures, or bonds shall be as valid and effectual in relation to the company as if they had been granted by the company instead of by the two companies respectively, and shall retain a like priority of charge (in all cases where they operate as a charge) on the undertakings of the two companies respectively, with all the rights, privileges, and remedies belonging to or incident to such mortgage debentures, debentures, or bonds respectively, and for the purposes of such priority, rights, privileges, and remedies, the undertaking of each of the two companies respectively, so long as any of their mortgage debentures, debentures, or bonds subsist, shall be deemed a separate undertaking.

borrow.

31. Any sum to be borrowed by the company shall be postponed to Power to the mortgage debentures and debentures of the two companies respectively subsisting at the time of amalgamation.

debenture holders of

32. In case any holder of a debenture or mortgage debenture of either Right of of the two companies shall, within twelve calendar months of the time of amalgamation, leave at the registered office of the company a notice two comin writing expressing his desire to be paid the principal and interest due panies to be paid in cash. to him upon such debenture, and shall deliver up such debenture to the company, accompanied by such evidence of his ownership thereof as the directors shall reasonably require, the company shall, within sixty days after the date on which such notice shall be delivered, and upon the debenture being cancelled, pay to the holder of such debenture or mortgage debenture the principal and interest due on such debenture or mortgage debenture up to the time of payment.

Form 658. Remedies of creditors of New Zealand Company

against un

of that com

33. In the event of the company being wound up while any liability, claim, demand, debt, or money which shall be due from the New Zealand Company at the time of amalgamation shall remain unsatisfied, then, notwithstanding the dissolution of the New Zealand Company and its amalgamation with the Canterbury Company under the provisions of called capital this Act, every person who at the time of amalgamation shall be a present or past member of the New Zealand Company shall be liable to contribute towards payment of the debts and liabilities of the New Zealand Company remaining unsatisfied at the time of the winding up of the company, in the same manner and with the same qualifications as if the New Zealand Company had been wound up under the Companies Act, 1862, by virtue of an order made on a petition presented at the time of amalgamation.

pany.

Inspection of register of members of

Company.

34. The register of members of the New Zealand Company, showing the names of the persons entered on such register at the time of amalNew Zealand gamation, shall be preserved by the company safe, unaltered, and undefaced, and shall be open to inspection in manner provided by the 32nd section of the Companies Act, 1862, and the penalties for refusing inspection or copies thereof prescribed by that section shall if and when incurred be paid by the company.

This Act not to prevent alteration of

and articles of

35. Nothing in this Act contained shall be deemed to prevent the company from modifying its memorandum of association, in conformity memorandum with the provisions of the Companies Acts, 1862 and 1867, or any staassociation. tutory modification thereof, or to interfere with the operation of the provisions in the table marked (A.) in the First Schedule to the Companies Act, 1862, if no articles of asociation are registered by the company in conformity with the provisions of section 14 of the Companies Act, 1862, or to prevent the company registering articles of association, in conformity with that section, or to prevent the company from altering all or any of the regulations of the company contained in the articles of association, or in the said table marked (A.) in the First Schedule to the Companies Act, 1862, in conformity with section 50 of that Act or any statutory modification thereof.

This Act to

extend to the colonies and

36. [Expenses of Act.]

37. This Act shall be deemed and taken to be a Public Act, and shall be judicially taken notice of as such by all judges, justices, and others to be judicially in the United Kingdom and in the said colonies, and their dependencies,

taken notice

of.

without being specially pleaded.

The schedule contains the memorandum of association of the new company.

THE BARNET DISTRICT GAS AND WATER ACT, 1872, 35 & 36 VICT.

c. 189.

Act for amalgamating three companies by dissolving and re-incor

porating them.

Form 659. Another Amalgamation

This was an Act for the amalgamation of three companics. Of these, one was Act. incorporated by Act, and the others were limited companies. The following is an epitome of the Act:

Act.

1. Short title. 2. Incorporation of General Acts. 3. Interpretation Epitome of Clause. 4. Limits as to gas. 5. Limits as to water. 6. Schedules to be deemed part of Act. 7 & 8. Dissolution of the three companies and incorporation of members as new company. 9. Part V. of the Railway Clauses Act, 1863 [relating to amalgamation] to operate as if the three companies were railway companies, and as if the respective memorandums and articles of the two limited companies were special Acts. 10. As to monies due to or from the three companies on revenue account. 11. Expenses of amalgamation. 12. Indemnity to trustees. 13. Arrangements as to share capital of the three companies specified in schedules to have effect. 14. Continuance of trusts of stock, &c. 15. New certificates. 16 to 39. Subdivision of shares, borrowing, directors, &c. 40. Power to purchase certain lands by agreement. 41. As to construction of gas works. 42 to 70. Miscellaneous provisions as to supply of gas and water, rents, &c. 71. Costs of Act. Schedules.

THE SCOTTISH UNION AND NATIONAL INSURANCE COMPANY'S ACT, 1878. 41 VICT. c. 53.

Act for amalgamating two insurance companies.

Form 660.

Epitome of

This was an Act for the amalgamation of the Scottish Union Insurance Company Amalgamation and the Scottish National Insurance Company. It recited (inter alia) that an Act. agreement for amalgamation had been made, and that it was expedient that it should be carried into effect in the manner and to the extent thereinafter provided. It was therefore enacted

1. Short title. 2. Interpretation.

3 & 4. The old companies dissolved and their members incorporated as a new company.

5 to 8. Property, rights and liabilities of old companies transferred to new company.

9 to 11. Pending actions, and rights of action, and references and awards saved.

12 & 13. Officers accountable for books and effects officers and servants continued.

Form 660.

14. Books to be evidence.

15 & 16. Business of the new company.

17 & 18. Separate accounts of existing business of old companies. 19. Separate accounts of new business.

20 & 21. Accounts and quinquennial investigations.

22 to 25. Capital divided into A. & B. shares and to be distributed among members of old companies. Power to exchange shares.

26. Trusts of shares to subsist. 27. New certificates. before certificates. 29 to 87. Miscellaneous provisions.

28. Transfer

THE TASMANIAN MAIN LINE RAILWAY ACT, 1877, 40 & 41 VICT.

c. 92.

Form 661. Act authorising a company formed under the Act of 1862 to create debentures ranking in priority to existing debentures.

Power to create debentures.

This is an interesting example of the mode in which Parliament occasionally enables a company, with the consent of a large majority of the parties interested, to create a charge taking priority over incumbrances already existing.

The Act recites: (1) the formation of the company in 1870 under the Companies Acts, 1862 and 1867: (2) that by a contract dated 15 August, 1871, between the Governor of the said Colony of Tasmania of the one part and the company of the other, the company agreed to construct, work, and maintain a railway between Hobart Town and Launceston, and by the said contract the said governor guaranteed to the company interest at the rate of 5 p. c. p. a. upon the money actually expended in and for the purposes of the construction of the said railway, up to and not exceeding 650,0007. during the period of construction therein mentioned, and for a period of thirty years from the opening of the entire line for traffic, subject as therein mentioned : (3) that by the memorandum and articles the capital of the company was fixed at 1,000,0007. in 100,000 shares of 107. each, and the directors of the Company were authorised to raise and borrow with the approval of general meeting (4) that the directors had issued perpetual debenture bonds payable to bearer to the amount of 650,0007., bearing interest at 5 p. c. p. a., the payment of which interest was made a first charge on the whole earnings and revenue to arise from the railway, including the interest guaranteed to the company by the Governor of Tasmania as aforesaid; and that subsequently the directors issued debenture stock to the amount of 50,000l., bearing interest at the rate of 6 p. c. p. a., but without prejudice to the debenture bonds above referred to: (5) that the company have constructed the railway and the same is now being worked, but the Government of Tasmania have refused to pay the interest provided for by the recited contract, on the ground that the railway has not been constructed and is not being worked in accordance there