S.I. No. 4/1925 - The Great Southern Railways Supplemental Amalgamation Scheme, 1925.

STATUTORY RULES AND ORDERS. 1925. No. 4.

THE GREAT SOUTHERN RAILWAYS SUPPLEMENTAL AMALGAMATION SCHEME, 1925.

THE GREAT SOUTHERN RAILWAYS SUPPLEMENTAL AMALGAMATION SCHEME, 1925.

ARRANGEMENT OF SECTIONS.

Preamble

WHEREAS the following Scheme is supplemental and intended to be read as annexed to the Railways (Great Southern) Preliminary Amalgamation Scheme, 1924^(a) (hereinafter called the " 1924 Scheme "), and the Great Southern Railways Amalgamation Scheme, 1925^(b) (hereinafter called the " 1925 Scheme "), and Whereas in the second column to the First Schedule to the Railways Act, 1924 ^(c) (hereinafter called " the Act "), there is set out as one of the Absorbed Companies the " Bantry Extension Railway Company, " a Company which had not any existence, and Whereas the Bantry Extension Railway was a separate undertaking (having a separate capital stock) of the Cork, Bandon and South Coast Railway Company, including the Bantry Bay Extension, one of the four Amalgamating Companies, mentioned in the first column of the First Schedule to the Act, and Whereas by the joint effect of the 1924 Scheme and the 1925 Scheme the undertakings of the four Amalgamating Companies set out in the first column of the First Schedule to the Act have been amalgamated and constituted one undertaking vested in the Great Southern Railways Company (hereinafter called " the Company "), but neither the 1924 Scheme nor the 1925 Scheme provided for the allocation to holders of securities of the Bantry Extension Railway in substitution therefor and in satisfaction of all claims thereunder of securities of the Great Southern Railway Company constituted by the 1924 Scheme nor of the Company constituted by the 1925 Scheme, and Whereas it is necessary and expedient to make provision for the matter aforesaid.

Now therefore we the Railway Tribunal under and in pursuance of the provisions of the Act and in exercise of our powers thereunder and of all other powers us hereunto enabling, have prepared and settled the following Scheme:—

1 Short Title

1.—This Scheme may be cited for all purposes as " the Great Southern Railways Supplemental Amalgamation Scheme, 1925."

2 Interpretation

2.—In this Scheme:—

" the Company " means the Great Southern Railways Company.

" the Bantry Extension Railway " means the separate undertaking of the Cork, Bandon and South Coast Railway Company known as the Bantry Extension Railway.

" the date of Settlement " means the date on which this scheme is settled by the Railway Tribunal.

" Stock " includes debentures loans and shares unless therebe something in the context or subject repugnant to such construction.

^(a) S.R. & O., 1924. No. 31.

^(b) S.R. & O., 1925. No. 1.

^(c) No. 29 of 1924.

3 References to the Cork, Bandon and South Coast Railway Company, etc

3.—All references in the 1924 Scheme and in the 1925 Scheme to the Cork, Bandon and South Coast Railway Company including the Bantry Bay Extension shall at all times be deemed to have also included the Bantry Extension Railway and be read as if the words " and the Bantry Extension Railway " had always followed immediately after the words " Cork, Bandon and South Coast Railway Company including the Bantry Bay Extension ".

4 Creation of capital

4.—On the date of settlement the Company shall be deemed to have created and issued by virtue of this Scheme and without further or other authority the capital necessary to give effect to the provisions of this Scheme as set out in the second column of the Schedule hereto and the creation and issue of such capital shall not affect the powers of the Company existing at the date of settlement to create and issue capital or to borrow money.

5 Stockholders' rights

5.—Stock deemed to have been created and issued by the Company under this Scheme shall rank for dividend or interest as the case may be as from and including the 1st January, 1925, and shall confer on the registered holders thereof the same rights and privileges as at the 1st January, 1925, stock of the same class in the original capital of the Company conferred on the registered holders thereof.

6 Stock of Bantry Extension Railway to be exchanged for stock of Company

6.—The several persons who immediately before the date of settlement are the registered holders of the stock of the Bantry Extension Railway described in the first column of the Schedule hereto shall on and from the date of settlement by virtue of this Scheme become and be registered holders of stock of the Company of the class and in the proportions specified in the said Schedule in lieu of and in exchange for the stock of the Bantry Extension Railway held by them respectively.

7 Certain stock to be cancelled

7.—On the date of settlement the shares of the Bantry Extension Railway held by or on behalf of the Company or to which the Company is entitled consisting of two thousand five hundred and fifteen " B " or Ordinary Extension Shares of ten pounds each amounting in the aggregate to twenty-five thousand one hundred and fifty pounds are hereby cancelled.

8 Stockholders of Bantry Extension Railway to accept stock of Company

8.—On and from the date of settlement the persons who by virtue of this Scheme become the registered holders of stock of the Company shall (subject to the provisions of this Scheme) accept and be deemed to have accepted the stock of the Company allocated to them under this Scheme in substitution for the stockof the Bantry Extension Railway held by them and in satisfaction of all claims arising thereunder.

9 Certificates of stock

9.—Any holder of stock of the Bantry Extension Railway in respect of which stock of the Company is allocated under this Scheme who shall deliver to the Secretary of the Company the certificate or certificates of such stock to be cancelled shall be entitled without payment to receive from the Company in substitution for the certificate or certificates so delivered a certificate of the stock of the Company which is allocated to such holder by this Scheme in substitution for the stock of which the certificate or certificates is or are so delivered.

Provided that (subject to the provisions hereinafter contained relating to fractional parts of a pound of stock) until such substitution the certificates of stock of the Bantry Extension Railway shall be deemed to be the certificates of the stock of the Company which is allocated by this Scheme to the holders of such certificates.

10 Lost certificates

10.—If any certificate of any stock of the Bantry Extension Railway in substitution for which any stock of the Company is allocated under this Scheme be lost or destroyed then upon proof thereof and upon an indemnity being given to the reasonable satisfaction of the Directors of the Company against any claim in respect of such lost or destroyed certificate the Company shall deliver to the person entitled to such certificate a certificate of the stock of the Company which is allocated to him by this Scheme.

11 Fractions

11.—No person shall become entitled to any fractional part of a pound of stock of any denomination in the capital of the Company but in every case in which any person would but for this provision have become entitled to a fractional part of a pound of any such stock the Company may at their option receive and recover from such person such a sum as will at the market value of such stock immediately after the date of settlement make up an even pound of stock or pay to such person in cash the aforesaid market value of such fractional part.

12 Stock of Company subject to same trusts, &c., as stock of Bantry Extension Railway

12.—Stock of the Company substituted by virtue of this Scheme for any stock of the Bantry Extension Railway shall be held upon and subject to the same trusts, liens, charges, powers and other legal or equitable rights, privileges and restrictions as affected the stock for which by virtue of this Scheme the same is substituted and any reference in any Statute, deed, will, codicil, book, document, instrument or writing to stock of the Bantry Extension Railway shall be deemed to be a reference to the stock of the Company substituted therefor by virtue of this Scheme.

13 Entries in Stock register

13.—Stockholders entitled to stock of the Company by virtue of the provisions of this Scheme shall be entered in the books of the Company in the same terms as immediately before the date of settlement they are entered in the books relating to the said Bantry Extension Railway separate undertaking.

14 Company to pay debenture interest in certain events

14.—All debenture interest in respect of the Bantry Extension Railway Debenture Stock due and not paid up to and including the 31st day of December, 1924, shall be paid by the Company.

In witness whereof, we, the Railway Tribunal, have hereunto affixed our Seal and set our hands this second day of March, one thousand nine hundred and twenty-five.

D. J. O'BRIEN.

JOHN R. KERR.

HENRY MANGAN.

JOHN O'BRIEN,

Registrar of the Railway Tribunal.

SCHEDULE