Milford Docks Act 1883
|Publication Date:||January 01, 1883|
Milford Docks Act 1883
(46 & 47 Vict.) c. ccxxix
An Act to enable the Milford Docks Company to create an additional amount of debenture stock in place of other capital to effect a settlement of the affairs of the Company and for other purposes.
[25th August 1883]
[46 & 47 Vict.] Milford Bocks Act, 1883. [Ch. CCXXix.] CHAPTER ccxxix. An Act to enable the Milford Docks Company to create an a.d. 1883. additional amount of debenture stock in place of other capital to effect a settlement of the affairs of the Company and for other purposes. [25th August 1883.] W HEBE AS by the Milford Docks Act 1874 (in this Act called the Act of 1874) the Milford Docks Company (in. this Act called " the Company ") were incorporated and by that Act and the Milford Docks Act 1875 (in this Act called the Act of 1875) the Company were empowered to make the Docks and works therein respectively described and to raise for those purposes four hundred thousand pounds in shares and one hundred and thirty-three thousand pounds by borrowing : And whereas the Company have raised nearly the whole of the said capital of four hundred thousand pounds in shares and one hundred and thirty-three thousand pounds by the issue of debenture stock and the moneys so raised have been expended on their undertaking: And whereas of the said sum of four hundred thousand pounds one hundred3 and fifty thousand pounds has been raised by preference shares: And whereas the Company/ have under the powers contained in the Act of 1875, issued debenture stock to the full amount of £133,000 by the hereinbefore recited Acts of 1874 and 1875 authorised to be borrowed by the Company, and such stock was issued partly to subscribers for full value, and partly as security for loans. And whereas by the Milford Docks (Further Powers) Act, 1882, (in this Act called " the Act of 1882 ") sections 4 and 5, the Company were empowered to raise for the general purposes of 'their under taking a further sum of two hundred thousand pounds additional capital by shares or stock and a further sum of sixty-six thousand \Local.-229.'\ A 1 '[Oh. CCXX1X.] Milford Docks Act, 1883. [46. & 47 Vict.] A.D. 188,3. pounds by borrowing And of the said-sum of two hundred thousand pounds one moiety was by the Act of 1882 (section 4) authorised to be raised with priority as regards payment of dividend or interest over the said preference capital of one hundred and fifty thousand pounds heretofore raised as aforesaid under the provisions of the Acts of 1874 and 1875 and under the authority of the Act of 1882 (sec. 4) the Company have authorised the creation and issue of such moiety as pre-preference shares, but have not issued any of such shares, and under the authority of section 5 of the Act of 1882, the Company have created new preference shares to the amount of £100,000, but none of such shares have been issued. And whereas by the Act of 1882 (sec. 9) the Company were empowered in respect of the capital of £200,000, which they were by that Act authorised to raise in the aforesaid amounts of £100,000 and £100,000 respectively, to borrow from time to time on mortgage any sum not exceeding in the whole £66,000, in manner specified in the said Act (that is to say) in respect of each of such respective amounts of £100,000, any sum not exceeding in the whole £33,000. And it was by the said Act further provided that no part of any such several sums of £33,000 should be borrowed, until shares for so much of the respective portion of capital as might be raised by means of shares in respect of which any sum was thereby authorised to be borrowed were issued and the Company had proved to the justice who was to certify under the 40th section of the Companies Clauses Consolidation Act, 1845, before he so certified that shares for the whole of such respective portion of capital had been issued, and part of the amount of each separate share in such capital had been accepted, and that one-half thereof had been paid up, and that not less than one-fifth part of the amount of each separate share in such respective portion of capital had been paid on account thereof before or at the time of the issue or acceptance thereof, and until stock for one-half of so much of the said additional-capital as might be raised by means of stock was fully paid up, and the Company had proved to such justice as aforesaid, before he so certified that such shares or stock, as-the case might be, were issued and accepted and paid up bona, fide, .and were held by the persons or corporations to whom the same were issued, or their executors, administrators, successors or assigns, and also so far as the said additional capital was raised by shares, that such persons or corporations, or their executors, administrators, successors or assigns were legally liable for the same, and that upon production to such justice of the books of the Company, and of such other evidence as he should think sufficient, he should grant a certificate that the proof aforesaid had been given, which certificate should be sufficient evidence thereof. 2 [46 & 47 Vict.] Milford Docks Act, 1883. [Oh. ccxxix.] And whereas in addition to the said sum of £133,000 debenture A.D. 1883. stock there has been issued without reference to the hereinbefore recited requirements of the Act of 1882 as to the subscription and payment up of the said pre-preference shares and new preference shares by that Act authorised, partly as security for loans and partly to subscribers for full value certificates purporting to be under the seal of the Company, and to represent debenture stock of the Company to the amount of upwards of £95,000 in excess of the said sum of £133,000 authorised by the said Acts of 1874 and 1875- . ' And whereas questions and disputes have arisen, and it is apprehended will arise between the Company on the one hand, arid the parties claiming to hold certificates of debenture stock issued as aforesaid in excess of the amount which the Company were entitled to issue on the other hand, and also between and amongst the holders of certificates of debenture stock, as to which of such-holders are entitled to rank as holders of stock within the authorised issue of £133,000, and it is expedient that such questions and disputes should be decided in manner hereinafter appearing. And whereas, by reason of the incomplete state of the Company's undertaking, the Company have been unable to pay the interest on their debenture stock, or to discharge certain other claims and liabilities, and the undertaking is now in the hands of receivers appointed by the Chancery Division of the High Court of Justice at the instance of several of the debenture stock holders in actions now pending in the High Court between Sheppard and others v. the Company, and Kay and others v. the Company hereinafter referred to as the receiver actions. And whereas the liabilities of the Company, exclusive of sums claimed to be payable for land, now amount to upwards of £200,000, including the amounts borrowed by the Company upon the deben-. ture stock certificates issued in excess of their powers of borrowing as aforesaid, and including also a sum of £112,450, represented by Lloyd's Bonds, a large number of which are overdue. And whereas several petitions have recently been presented to the High Court of Justice Chancery Division, praying that the Company may be wound.up under the provisions of the Companies' Acts, 1862 to 1880, but further proceedings upon such petitions, or some of them have by the action of the High Court been stayed until the 3rd day of November, 1883, in order that this application of the Company pending in Parliament might be proceeded with. And whereas the liquidation of the Company would, it is anticipated, result in the sale of the works for a sum sufficient only to pay a proportion of the borrowed capital and debts of the A 2 3 [Ch. CCXXix,] Milford Docks Act, 1883. [46 & 47 Vict.] A.D. 1883. Company, whilst. the whole of the share capital of the Company would be lost. And whereas in order to free the Company from present difficulties, and to enable them the more effectually to complete their undertaking and meet their engagements it is expedient that during the period hereinafter mentioned, all suits, actions, executions attachments and other proceedings against the Company or their property with reference to existing or accruing debts or liabilities should be stayed, subject to the provisions hereinafter contained, and that discretion should be placed in an [arbitrator specially constituted for the purpose of determining any matter in dispute between the holders of debenture stock certificates of the Company inter se or between such debenture stock certificate holders and the Company and for other the matters in this Act mentioned as fully and effectually as could be done by Act of Parliament, and the Eight Honorable Acton Smee Ayrton has consented to be the Arbitrator for the purposes of determining such matters in dispute. And whereas by the Milford Haven Dock and Railway Act, 1860, the Milford Haven Dock and Railway Company (in this Act called " the Railway Company") were incorporated with power, among other things, to make a Railway to Newton Noyes, on the north side of Milford Haven, and to form a Pier. And by divers subsequent Acts, the powers of the said Act of 1860, and of the Railway Company were extended. And whereas by the Milford Haven Dock and Railway Act, 1881 (in this Act called " the Railway Act of 1881"), an agreement, bearing date the 27th day of October, 1880, and made between the Railway Company, certain persons acting as trustees of the National Provident Institution' (in this Act called " the Trustees of the said Institution "), and Samuel Lake and Thomas "Walmsley Taylor (in the Act of 1881, and this Act called " Lake and Co.") for a lease of the Railway Pier, and works of the Railway Company, hereinafter called " the Railway undertaking," together with certain lands...
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