S.I. No. 5/1925 - Railway Amalgamation Schemes. The Great Southern Railways Absorption (No. 1) Scheme, 1925, Dated March 3, 1925.

STATUTORY RULES AND ORDERS. 1925. No. 5.

RAILWAY AMALGAMATION SCHEMES. THE GREAT SOUTHERN RAILWAYS ABSORPTION (No. 1) SCHEME, 1925, DATED MARCH 3, 1925.

THE GREAT SOUTHERN RAILWAYS ABSORPTION (No. 1) SCHEME. 1925.

Preamble.

WHEREAS by Section 2 of the Railways Act, 1924 (a) (hereinafter referred to as " the Act ") it is provided that a Company shall be formed in the manner prescribed by the Act by the amalgamation of the Companies named in the first column of the First Schedule thereto (in the Act and hereinafter referred to as " Amalgamating Companies ") and by the absorption of the Companies named in the second column of the said Schedule (in the Act and hereinafter referred to as " Absorbed Companies ").

AND WHEREAS the Great Southern Railways Company has been formed by the amalgamation of the Amalgamating Companies under and by virtue of the Great Southern Railways Amalgamation Scheme 1925 (b).

AND WHEREAS by Section 5 of the Act it is provided that if the Amalgamating Companies fail on or before the thirty-first day of August One thousand nine hundred and twenty-four to submit one or more agreed Schemes for the absorption of all the Absorbed Companies, a Scheme for the absorption of any such Company with respect to which an agreed Absorption Scheme framed in accordance with the provisions of the Act has not been made shall be prepared and settled in accordance with the Act by the Railway Tribunal.

AND WHEREAS no such agreed Scheme has been made with respect to any of the Absorbed Companies.

NOW THEREFORE pursuant to the provisions of the Act we the Railway Tribunal have prepared and settled the Scheme hereinafter contained for the absorption by the Great Southern Railways Company of the following Absorbed Companies:—

The Clonakilty Extension Railway Company;

The Cork, Blackrock, and Passage Railway Company;

The Cork and Macroom Direct Railway Company;

The Dublin and Kingstown Railway Company; and

The Waterford and Tramore Railway Company,

which Companies are in this Scheme referred to as " the Vested Companies."

1 Short title

1.—This Scheme may be cited for all purposes as " the Great Southern Railways Absorption (No. 1) Scheme, 1925."

2 Interpretation

2.—In this scheme:—

" the Company " means the Great Southern Railways Company.

" the Vested Companies " means the Vested Companies or any of them as the case may be.

(a) No. 29 of 1924.

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

" the date of Vesting " means the first day of January One thousand nine hundred and twenty-five.

" the date of settlement " means the date on which this Scheme is settled by the Railway Tribunal.

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

3 Incorporation of Acts

3.—The following parts of Acts are incorporated with and form part of this scheme (that is to say):—

Part V. (relating to Amalgamation) of the Railways Clauses Act, 1863, subject to the provisions of the Act and of this Scheme, and for the purposes of this incorporation this Scheme shall be deemed to be " the special Act. "

The provisions contained in the Third Schedule to the Act (with respect to existing officers and servants).

4 Vested companies absorbed by company

4.—The undertakings of the Vested Companies are hereby transferred to and absorbed by and shall form part of the undertaking of the Company, and each such transfer and absorption shall take effect as on and from the date of Vesting.

5 Dissolution of vested companies

5.—On and from the date of settlement the Vested Companies shall be and are hereby dissolved except for the purpose of anything to be done in accordance with this Scheme.

6 Creation of capital for absorption

6.—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 third 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.

7 Repeal of unexercised capital powers

7.—On and from the date of settlement all unexercised powers of raising money conferred upon the Vested Companies are hereby repealed.

8 Stockholders' rights

8.—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 date of Vesting and shall confer on the registered holders thereof the same rights and privileges as at the date of Vesting stock of the same class in the original capital of the Company conferred on the registered holders thereof.

9 Stock of vested companies to be exchanged for stock of company

9.—The several persons who immediately before the date of settlement are the registered holders of the stock (other than loans) of the Vested Companies described in the second column of the Schedule hereto shall on and from the date of settlementby 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 Vested Companies held by them respectively.

10 Certain stock to be cancelled

10.—On the date of settlement the shares of the Clonakilty Extension Railway Company held by or on behalf of the Company or to which the Company is entitled consisting of seven hundred and fifty ordinary shares of ten pounds each, amounting in the aggregate to seven thousand five hundred pounds, are hereby cancelled.

11 Stockholders of vested companies to accept stock of company

11.—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 Stock of the Vested Companies held by them and in satisfaction of all claims arising thereunder.

12 Certificates of stock

12.—Any holder of Stock of the Vested Companies 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 the 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 Vested Companies 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.

13 Lost certificates

13. If any certificate of any Stock of the Vested Companies 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.

14 Fractions

14.—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 ofsuch 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.

15 Stock of company subject to same trusts, etc., as stock of vested companies

15.—Stock of the Company substituted by virtue of this Scheme for any Stock of the Vested Companies 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 Vested Companies shall be deemed to be a reference to the Stock of the Company substituted therefor by virtue of this Scheme.

16 Entries in stock register

16.—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 of the Vested Companies.

17 Compensation of directors of vested companies

17.—Each of the Vested Companies may with the consent of its proprietors provide for the payment of compensation out of its assets to the Directors of such Company who suffer loss by abolition of office; Provided that in the case of the Dublin and Kingstown Railway Company such compensation shall not exceed the sum of Eighteen hundred pounds.

18 Directors, etc, to continue for certain purposes

18.—Notwithstanding anything contained in this Scheme the following provisions shall apply with respect to such of the Vested Companies as shall not at the date of settlement have held general meetings for the purpose of receiving the statements of accounts and declaring dividends for the period ended the thirty-first day of December, One thousand nine hundred and twenty-four, and for determining the compensation to be paid under the provisions of this Scheme to the Directors who suffer loss by abolition of office.

(1) So far as may be necessary for the purposes referred to in this Section the persons who are Directors, Officers and Auditors of each of such Vested Companies in office immediately before the date of settlement or the survivors of them shall be deemed to continue in office for the purpose of the preparation and auditing of accounts and balance sheets, for the production of same to the proprietors of such Vested Company and for the declaration of dividend for the period ended the thirty-first day of December, One thousand nine hundred and twenty-four, and for summoning, holding and conduct of a general meeting of such Company.

(2) The persons who immediately before the date of settlement are the proprietors of each of such Vested Companiesshall be deemed to be proprietors of such Company respectively for the purpose of receiving the statements of account and declaring and receiving and recovering the dividends of such Company for the period ended the thirty-first day of December, One thousand nine hundred and twenty-four, and for the purpose, if necessary, of determining the compensation to be paid under the provisions of this Scheme to the Directors who suffer loss by abolition of office.

19 Company to pay dividends, etc., in certain events

19.—Any dividend declared or payable and any debenture interest which but for this Scheme would have been payable by any of the Vested Companies and any compensation which the proprietors of the Vested Companies respectively may determine to be paid out of the respective assets of the Vested Companies to the Directors of the Vested Companies respectively who suffer loss by abolition of office and which dividend or interest or compensation is not paid by such Companies shall be paid by the Company.

20 Management between date of vesting and date of settlement

20.—During the period between the date of Vesting and the date of settlement, the several undertakings of the Vested Companies shall be deemed to have been carried on by such Companies respectively as agents for and on behalf of the Company- and during such period the Company shall be deemed to have been, and shall be, liable alone for all debts and liabilities contracted by the Vested Companies respectively and shall be deemed to have been, and shall be, alone entitled without any assurance in that behalf to all assets and rights acquired by the Vested Companies respectively.

21 Superannuation funds etc

21.—(1) Subject to the provisions of this Section any superannuation, pension, provident widows' and orphans' or other benefit fund or funds established by any of the Vested Companies (hereinafter in this Section called "the said funds") and the respective management thereof, shall continue unaltered as if the Vested Companies had not been absorbed until other provision is made by the Oireachtas.

(2) For the purpose of the statutory enactments and of the rules and regulations relating to the said funds, any power of the Vested Companies or the directors or any officer thereof shall be exercised by the Company or its directors or any officer thereof, and the service or employment or dismissal under or by the Company of the officers and servants of the Vested Companies who by virtue of this Scheme become officers and servants of the Company shall be deemed to be service or employment or dismissal under or by that one of the Vested Companies in whose employment the officers or servants respectively were immediately prior to the date of settlement. Provided that where under the rules of any of the said funds Directors are authorised to appoint officers or servants to any Managing Committee, the Directors ofthe Company in exercising such powers shall appoint officers or servants of the Company who are members of the Fund to whose Managing Committee they are appointed, or who but for the absorption would have been eligible for appointment to such Managing Committee.

(3) The obligations of each of the Vested Companies to their own officers and servants in respect of the said funds and in respect of the Railway Clearing System Superannuation Fund, and in respect of every member of the said funds respectively and of the Railway Clearing System Superannuation Fund, whether obtaining legally or by customary practice shall be binding upon the Company.

(4) All persons who are or have been members of any of the said Funds, and all persons claiming in right of any such members shall be entitled to the same benefits, rights and privileges, and subject to the same obligations whether obtaining legally or by customary practice as such persons would have been or might have become entitled or subject to if the Vested Companies had not been absorbed.

(5) Any person in the service of any one of the Vested Companies on the date of settlement not being a member of any of the said funds and who becomes an officer or servant of the Company shall so long as he remains in the service of the Company have the same right to become a member of any of the said funds as he would have had if the Vested Companies had not been absorbed and he had remained in the service of the same Company. Save as aforesaid no person shall be entitled to become a member of any of the said funds who is not so entitled immediately before the date of settlement.

22 For protection of Minister for Posts and Telegraphs

22.—Notwithstanding anything in this Scheme on and from the date of settlement all enactments, awards, deeds, agreements and arrangements containing provisions as between the Minister for Posts and Telegraphs and any of the Vested Companies respectively relating to the construction and maintenance of telegraphs shall continue to apply only to the system of railways, works and lands which previously to the date of settlement formed the undertaking of such Vested Company and to the Minister for Posts and Telegraphs and the Company in respect thereof.

In witness whereof, we the Railway Tribunal have hereunto affixed our Seal and set our hands this third 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.