Sections 7, 81, 87 and 89.
FIFTH SCHEDULEE+W+S+N.I. Distribution of Transport Stock issued as consideration for Transfer of Undertakings to the Board and the winding up of certain Companies whose Undertakings are transferred
1The provisions of this Schedule shall have effect with relation to the distribution of stock issued under this Act to the companies specified in Part II of the Third Schedule (which companies are in this Schedule referred to as “the Underground principal companies”) and to the company owning the Metropolitan Undertaking (which company is, in this Schedule referred to as “the Metropolitan Company”) amongst the holders of the various classes of stock (which expression in this Schedule includes debenture stock and shares and other securities) of those companies, and with relation to the distribution of the remaining assets of, and the winding up and dissolution of the companies specified in Part I of the Second Schedule to this Act other than the South Metropolitan Electric Tramways and Lighting Company, Limited (which companies are in this schedule referred to as “the Underground Companies”) and of the Metropolitan Company.E+W+S+N.I.
(2)Each of the Underground Companies, not being a statutory company, shall be wound up voluntarily in accordance with the provisions of the M1Companies Act 1929, relating to members’ voluntary winding up, save in so far as such provisions are varied by, or are inconsistent with the provisions of this Schedule.
(3)The winding up of each company which is directed to be wound up by the last preceding paragraph shall—
(a)commence on the appointed day without the passing of any special or other resolution by that company for winding up;
(b)be conducted by the directors of that company in office at the appointed day who shall be deemed joint liquidators for the purposes of the winding up with power to act by a majority of their number.
(4)In the winding up of the Tramways (M.E.T.) Omnibus Company, Limited, the London General Omnibus Company, Limited, shall not be entitled in respect of its holding of the preference shares of that company to participate in the distribution of the transport stock to be issued to the Tramways (M.E.T.) Omnibus Company, Limited, under this Act or other the properties or assets of that company distributable amongst its members on the winding up thereof, neither shall the Board be entitled to participate in such distribution in respect of those preference shares.
(5)(a) On a date as soon as may be after the appointed day, such date to be fixed by the directors of each of the Underground principal companies and of the Metropolitan Company (in this Schedule called “the distribution date”) every holder of stock (other than the Four per cent. Terminable Debenture Stock of the Metropolitan Company) in any of those companies shall deliver up to that company the certificates (which expression in this Schedule includes debentures, bonds or other documents of title) of the stock held by him, and on such delivery the directors of the company shall, subject as hereinafter provided, distribute or cause to be distributed to each such stockholder, in substitution for the stock of the company so held by him, transport stock of the amount and class to which he is entitled, in the case of stock of an Underground principal company, by virtue of Part II of the Third Schedule to this Act, and in the case of stock of the Metropolitan Company, by virtue of Part II of the Fourth Schedule to this Act, and pay to each such stockholder (being a holder of debenture stock) any interest accrued to the appointed day and unpaid on such debenture stock:
where the amount of transport stock to which a person would be so entitled comprises a fractional part of a pound the company distributing or causing to be distributed the transport stock shall, in lieu of distributing or causing to be distributed that amount, distribute or cause to be distributed to that person transport stock to the amount of the next even pound below the amount to which he would be so entitled, and the company shall sell, or cause to be sold, the amount of stock representing the fractional parts not so distributed and shall distribute, or cause to be distributed, the net proceeds thereof in due proportion amongst the several stockholders who, but for this provision, would have been entitled to the fractional parts; and
the directors may dispense with the delivery of the certificate if the loss or destruction thereof is proved to their reasonable satisfaction.
(b) The issue to any debenture stockholder of the transport stock to which he is so entitled and the payment to him of the interest, if any, accrued to the appointed day and unpaid on his debenture stock shall operate as a satisfaction and discharge of that debenture stock and of all the rights and claims of the holder in respect thereof.
(6)Subject to the provisions of this Act the registers of members and transfer books of each of the Underground principal companies and of the Metropolitan Company shall be finally closed on such date previous to the distribution date as the directors of the company may determine, and notice of such closing shall be given by the company to the secretary of the London Stock Exchange, and also by advertisement in two London daily newspapers thirty days before the date on which such registers or books are to be closed, and after the date of closing such registers or books the company may refuse to register any transfer of any of the company’s stocks.
(7)[F1The Executive] shall, if so required by any of the Underground principal companies or by the Metropolitan Company before the transport stock to be issued as consideration for the transfer to the Board of the undertaking of the company is issued to the company, instead of issuing to the company the whole of the transport stock to be so issued to it, issue the transport stock to such amounts and to such persons as the company may require, and the issue of transport stock in accordance with such requirements shall, to that extent, discharge [F1the Executive] of its liability to issue transport stock to the company.
(8)In the case of each of the Underground companies and of the Metropolitan Company any sums (in cash or liquid assets) retained by the company or repaid to the company by [F1the Executive] under section eighty-two of this Act (not being sums which by that section are to be applied to the payment of interest on the debenture stocks of the company) shall (subject to the payment and discharge of any liability which under this Act is to continue as a liability of the company or is not otherwise provided for) be deemed to be profits of the company available for immediate distribution as dividend and shall be distributed accordingly in one or more distributions amongst the stockholders of the company (other than debenture stockholders) in accordance with their respective rights and (in the case of a company being a statutory company), notwithstanding anything in any special Act relating to the company prescribing the date at which and the period in respect of which dividends on any particular classes of stock of the company may be distributed:
Provided that, if authorised so to do by a resolution of the company at a meeting convened for that purpose, whether held before or after the passing of this Act, the directors may out of any moneys so available for distribution amongst the stockholders of the company retain or pay any sums to any persons as compensation for loss of office or employment or in recognition of past services rendered to the company.
(9)Where any of the companies to which this Schedule relates is unable after diligent inquiry to find the person to whom any transport stock is issuable or money is payable, or where any stock is issuable or money is payable to a person who, or whose committee cannot give effectual receipt for the same, the company may transfer the stock or pay the money, as nearly as may be, in manner provided for payment of securities or money into court by trustees under section sixty-three of the M2Trustee Act 1925 and that section shall apply with all necessary modifications to such stock and money.
(10)When in the case of any company (being a statutory company) to which this Schedule relates the distribution of stock or money has been completed in accordance with the provisions of this Schedule, the company may apply to the Board of Trade, and the Board of Trade, if satisfied that the said conditions have been complied with, shall give a certificate to that effect, and upon publication of such certificate in the London Gazette the company shall be dissolved.
(11)Any expenses incurred by the Board of Trade under the last preceding paragraph shall on demand be paid to the Board of Trade by [F1the Executive].
(12)The rights conferred by this Act on the holders of the various classes of stocks of any of the said companies, being a statutory company, shall be in substitution for the rights conferred on them in the event of the winding up of the company under the enactments relating to the company.