LOAN AND MERCANTILE COMPANY.

Press, Volume LI, Issue 8703, 27 January 1894, Page 5

LOAN AND MERCANTILE COMPANY.

THE RECONSTRUCTION SCHEME. (PRESS AS3OCIATIOX TELEGRAM.) DUNEDIN, January 26. The scheme of arrangement of the New Zealand Loan and Mercantile Agency Company as approved by the Committee of creditor- appointed at the meeting held on the 4th of August, 1893, is as follows :—

1. A new. Company shall be formed with the same name to acquire the undertakings and property of the old Company, and to assume and provide for its liabilities in manner hereinafter mentioned.

2. The capital of the new Company shall be £3,900,000 in 320,000 ordinary shares of £10 each and 200,000 5 per cent, cumulative preference shares of £3 10s each, preferred as to capital and convertible into preferable stock when -fully paid-

3. A call of _2*J 10s per share shall forthwith be made ou ordinary shares in the old Company.

4. Forthwith after incorporation the Board of Directors of the new Company shall make to each holder of ordinary shares in the old Company, except the sixth issue of shares, an allotment, conditional on acceptance thereof, within fourteen days, of two ordinary shares in the new Company each credited with 10s paid and one preference share for every share he holds in the

old Company. The following payments shall be made upon the shares in the. new Company—On the ordinary shares £1 per share in fourteen days after allotment, with the option to pay the same by the following instalments with interest from that date at five per ceno. per annum until payment: 5s per share fourteen days after allotment; 5s in six, twelve, and fifteen months, respectively, after allotment, equal* to £1 per share. On the preference shares £3 103 per share fourteen days after allotment, with the option to pay the same by the following instalments with interest from that date at 5 percent, per annum until payment: 10s per share in fourteen days after allotment; 103 per share in three months, ditto, ditto ; 10s per share in nine months ditto, ditto; 20s per share in twenty-four months ditto ditto; equal to £3 10s per share. Acceptance of allotment and payment of the first instalment as above shall release the shareholder from the call upon his shares in the old Company.

5. The Board of Directors of the new Company shall ailob to each holder of fully paid sixth issue shares in the old Company of £25 each in satisfaction of all claims in respect thereof, one preference share in the new Company, fully paid, and two ordinary shares for each sixth issue share iv the old Company. Upon the ordinary shares £1 10s per share shall be credited as paid, aad £8 103 per share as payment iv advance of calls, carrying a fixed dividend at 5 per cent, per annum; such dividend shall be cumulative, and be payable bub of profits only, and shall rank next after the dividend on the preference shared.

6. Holders of ordinary shares of the old Company shall receive credit on the ordinary shares in the new Company for the amount paid by them to the old Company in advance of calls.

7. The effect of this would be as follows .-—- The total calls, under clause , 4 £770,000 lis, deduct payment in advance of cills £12,642 10s, leaving £757,357 10s ; subscribed capital of new Company £160,000 ; 5 per cent, preference shares of £3 10s each (fully paid), £560,000 ; 40,000 ordinary shares of £10 each (fully paid), £400,000; 280,000 ordinary, shares of £10 each (30s- paid;, £2,800,000 ; total 480,00ff shares, capital £3,760,000.

8, Any shareholder <of the old Company who shall nob within fourteen days after notice of the allotment of shares iv the new Company as aforesaid accept the same, and pay the first instalment .on the ordinary shares and preference shares allotted, shall be excluded from the benefit of the scheme, and remain liable for the call on the ordinary shares of the old Company. In the case of shares entered on any colonial register the period shall be twenty-one days instead of fourteen days, and in Australia acceptance of allotment • may be made at the offices of the old Company at Adelaide, Melbourne, or Sydney, and in New Zealand at Auckland ; provided that the Liquidator may, in special cases, at his discretion extend the tunes above mentioned upon such terms as he thinks fit. 9. The.new Company shall pay all claims payable in priority in the winding up of the old Company, and also all interest accrued to the Ist July, 1393, On guaranteed mortgages, debenture stock,* aud terminable and perpetual debentures;

10. The new Company shall satisfy all costs, charges, and expiuses incident tO the liquidation and the preparation and carrying out of this scheme, including those of the creditors' Committees and the creditors' meetings,; ,and bhe proceedings consequent thereon, and of the plaintiffs aud defendants in the action " Schroeder v the New Zealand Loan and Mercantile Agency Company (Limited)," 1893, S No. 2580, as between solicitor and client.

11. The new Company will' create perpetual prior lien and "A" and " B '' debenture stocks to the amounts requisite for the purposes of this scheme aa follows :—(1) Prior lien debenture stock carrying interest at 4 per cenb. per annum from Ist April, 1894, and secured by a specific first mortgage in favour of the Trustees upon the uncalled capibal and upon all properties and mortgages comprised in a list to be identified by bhe signatures of Mr Alexander Young and the Chairman of the Committee of Creditors, and by a floating first charge upon the undertaking and property of the new Coaipany. The stock will be redeemable at a premium, of 2£ per cent. (2) "A" debeutme stock carrying interest at 5 per ceut. psr annum from Ist April, 1894, and secured by a specific second mortgage in favour of Trustees upon the uncalled capital and upon the properties and mortgages comprised in the said list, and by a ; floating second charge upon the undertaking ; and property of the hew Company. This stock will be redeemable after redemption of the prior lien debenture stock, at a premium of 5 percent. (3) '* B " debenture stock, carrying interest at 5 per cent, per annum from Ist April, 1894. As loug as any prior lien debenture stock is unredeemed such Interest shall only be paid so far as the profits of the new Company shall suffice for that purpose, afber paying interest upon the prior Hen debenture stock and the "A" debenture stock, but shall be cumulative, and be a debt provable in the event of liquidation, and no dividend shall be paid so long as any of such interest isia arrear. When the prior lien debenture stock shall have been redeemed the interest shall be payable without reference to profits. The "B " debenture stock shall be secured by a specific third mortgage in favour of Trustees upon the uncalled capital, and upon the properties and mortgages comprised in the said list and, by a floating third charge . upon the undertaking and property of the new Company. This stock, will be redeemable after the redemption of the "A " debenture stock, at a premium of five per cent. All the said debenture stocks will be issued in sums of £100 or any rnnltiple thereof. All redemptions shall be by drawings at six months' notice, and all stock redeemed shall be cancelled and not re-issued.

12. No class of debenture stock shall be increased by more than £100,000 beyond the amount required for the purposes of this scheme, without the consent of that class in general meeting, and, in the case of the prior hen debenture stock, the consent also of three out of the four Trustees for the prior lien and "A" debenture stocks. 13. The Trustees'for the prior lien debenture- stock shall be nominated by a majority of the Trustees for the consolidated 4 per cent, debenture stock of the old Company and the Trustees for. the "A" and "B" debenture stocks shall be nominated by the Committee of creditors. 14. The new Company shall issue to each holder of the consolidated" 4 per, cent, debenture stock of the'old Ccmpany an equivalent amount of prior lien debenture stock of the new Company. The new Company shall also pay to .each holder of the said consolidated 4 per cent, debenture stock all interest due to him up to the 31st March, 1894. 15. The new Company shall issue to each holder of 1888-4 per cent, debenture stock,

4 per cent, perpetual debentures and terminable debentures of the old Company. "A" and *' B* debenture stocks of ths new Company in equal moieties to an amount together equal to his holding of the said stock and debentures. Tha new Company shall also issue to each holder of the said stock and debentures prior lien debenture stock to an amount equal to the interest upon his. stock and debentures from the Ist July, 1893, to the 31st March, 1894. -

16. The new Company shall issue to each holder of mortgages, charges or other securities of the old Company (not- being debenture stock or debentures of the old Company), or of debentures or other securities other than mortgages guaranteed by the old Company, "A" and "B" debenture stocks, iv equal moieties at par, to an amount eqnal to any deficiency in principal and interest.

17. As regards mortgages guaranteed by the old Company in respect of principal or iuterest, or both, the new Company shall, until realisation, collect the iuterest, and account to each holder of such mortgages, or such part thereof as he may be entitled to receive uuder his agreement with the old Company, the now Company retaining as commission the ■ balance of such interest, and shall realise such mortgages as opportunity offers, with power to the Board of Directors of the new Company, with the consent of the holders, to agree to any extension or renewal thereof. Upon ultimate realisation the Company shall issue to each holder of any such mortgage " A " and "B " debenture stock in equal moieties to an amount equal to any loss by him of any guaranteed principal or interest.

There are other seventeen clauses of the scheme dealing with various subjects of minor importance.