The Great Southern Railways Amalgamation Scheme, 1925

• Jurisdiction: Ireland

STATUTORY RULES AND ORDERS. 1925. No. 1.
THE GREAT SOUTHERN RAILWAYS AMALGAMATION SCHEME, 1925.
THE GREAT SOUTHERN RAILWAYS AMALGAMATION SCHEME, 1925.
ARRANGEMENT OF SECTIONS. Section. Preamble. Short title 1 Incorporation of Acts 2 Interpretation 3 Date of Vesting 4 Amalgamation of Undertakings 5 Dissolution of Vested Companies and Incorporation of Company 6 Original Capital of Company 7 Stock of Vested Companies to be exchanged for stock of Company 8 Stockholders of Vested Companies to accept stock of Company 9 Stock Priorities 10 Debenture Stockholders' Rights 11 Voting Rights 12 Certificates of stock 13 Lost certificates 14 Fractions 15 Stock of Company subject to same trusts, etc., as stock of vested companies 16 Repeal of unexercised capital powers 17 Additional capital 18 New preference stock may rank with original stock 19 Additional capital subject to same incidents as original capital 20 Disposal of new stock 21 Power to cancel unissued stock 22 Power to borrow 23 Appointment of Receiver 24 Debenture stock 25 Redeemable preference and debenture stock 26 Redemption Fund 27 Application of moneys 28
Receipt in case of persons not sui juris 29 Interest on money advanced beyond calls 30 Date of ordinary meetings 31 Quorum of meetings of Company 32 First Directors 33 Directors after first ordinary meeting 34 Chairman of Directors—Deputy Chairman or Deputy-Chairmen 35 Auditors 36 Closing of transfer books 37 Powers of Company as to Directors, Auditors, etc. 38 Joint holders voting 39 Appointment of proxies 40 Compensation of Directors of Vested Companies 41 Directors, etc., to continue for certain purposes 42 Company to pay dividends, etc., in certain events 43 Use of names of amalgamating companies 44 Superannuation Funds, etc. 45 Commutation of Compensation 46 For Protection of Minister for Posts and Telegraphs 47 Schedules.
Preamble.
WHEREAS by a Preliminary Amalgamation Scheme under Section 10 of the Railways Act, 1924 (a) (hereinafter referred to as " the Act ") known as " the Railways (Great Southern) Preliminary Amalgamation Scheme, 1924(b) " the Great Southern and Western Railway Company, including the Geashill Extension separate undertaking, the Midland Great Western Railway of Ireland Company and the Cork, Bandon and South Coast Railway Company, including the Bantry Bay Extension, being three of the Amalgamating Companies named in the First Schedule of the Act were dissolved and their undertakings were amalgamated and vested in and became the undertaking of " the Great Southern Railway Company, " formed and incorporated by the said Scheme on and from the 12th day of November, 1924.
(a) NO. 29 of 1924.
(b) S.R.&O. 1924. No. 31.
AND WHEREAS under and by virtue of the provisions of the Act and the aforementioned Preliminary Amalgamation Scheme the Amalgamating Companies for the purposes of the Act are now the Great Southern Railway Company and the Dublin and South Eastern Railway Company, including the City of Dublin Junction Railways and the New Ross and Waterford Extension Railways.
AND WHEREAS the Amalgamating Companies have not submitted to the Minister for Industry and Commerce an Amalgamation Scheme in pursuance of the power in that behalf conferred upon them by Section 3 of the Act.
NOW THEREFORE we the Railway Tribunal under and in pursuance of the provisions of the Act have prepared and settled the following Scheme for the amalgamation of the Great Southern Railway Company and the Dublin and South Eastern Railway Company, including the City of Dublin Junction Railways and the New Ross and Waterford Extension Railways:—
	1 Short title	1.—This scheme may be cited for all purposes as " the Great Southern Railways Amalgamation Scheme, 1925."
	2 Incorporation of Acts	2.—(1) So far as applicable and as varied by this Scheme there are incorporated with and form part of this Scheme:—
The Companies Clauses Consolidation Act, 1845, except Sections 91 and 109 thereof:
Provided that any Committees appointed under Section 95 of that Act may comprise persons who though not Directors of the Company incorporated by this Scheme, are proprietors to the extent of a Director's qualification.
Part I. (relating to cancellation and surrender of shares), Part II. (relating to additional capital), and Part III. (relating to Debenture Stock) of the Companies Clauses Act, 1863; as amended by subsequent Acts.
(2) 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.
The provisions contained in the Third Schedule to the Act (with respect to officers and servants).
(3) For the purpose of the incorporation of the above mentioned enactments this Scheme shall be deemed to be " the Special Act," and for the purpose of the incorporation of the said Part V. the Railways (Great Southern) Preliminary Amalgamation Scheme, 1924, shall so far as applicable be deemed to be a Special Act relating to or affecting the dissolved Company.
	3 Interpretation	3.—In this Scheme—
" The Great Southern Company " means the Great Southern Railway Company formed and incorporated as aforesaid.
" The Dublin and South Eastern Company " means the Dublin and South Eastern Railway Company, including the City of Dublin Junction Railways and the New Ross and Waterford Extension Railways.
" The Vested Companies " means the Great Southern Company and the Dublin and South Eastern Company.
" The Company " means the Company incorporated by this Scheme.
" The date of vesting " means the First day of January, One thousand nine hundred and twenty-five.
" Stock " includes debentures, loans and shares unless there be something in the context or subject repugnant to such construction.
	4 Date of vesting	4.—This Scheme shall come into operation and take effect on and from the date of vesting.
	5 Amalgamation of undertakings	5.—(1) On and from the date of vesting the undertakings of the Vested Companies are hereby amalgamated and the undertakings so amalgamated shall constitute one undertaking, and shall be the undertaking of the Company.
(2) All property, assets, funds and moneys including moneys received or receivable under the provisions of the Irish Railways (Settlement of Claims) Act, 1921, remaining in the hands of or accruing to the Vested Companies respectively, after making the payments hereinafter mentioned and providing for the compensation of the Directors of the Vested Companies in accordancewith the provisions of this Scheme, shall be and become the property of the Company.
(3) The Vested Companies shall provide up to the date of vesting for their land rent charges and fixed and guaranteed charges, and interest on their debenture stock and loans, and such dividends on their preference and ordinary stocks as may be declared by such Companies respectively in general meeting.
	6 Dissolution of vested companies and incorporation of company	6.—On and from the date of vesting the Great Southern Company and the Dublin and South Eastern Company respectively, shall (except for the purposes by this Scheme authorised and directed) be and are hereby dissolved, and the several persons who on the date of vesting by virtue of this Scheme become the registered holders of Stock of the Company (other than Debenture Stock) shall be and are hereby united into a Company, and shall be and are hereby incorporated by the name of The Great Southern Railways Company, and by that name shall be a body corporate with perpetual succession and a common seal, and with power to purchase, take hold and dispose of lands and other property for the purposes of the Company.
	7 Original capital	7.—The original capital of the Company shall be and shall consist of the stock set forth in the First Schedule hereto and (subject to the provisions of this Scheme) such stock shall on the date of vesting be deemed to have been created and issued by virtue of this Scheme and without further or other authority.
	8 Stock of vested companies to be exchanged for stock of company	8.—The several persons who immediately before the date of vesting are the registered holders of stock of the Vested Companies described in the second and third columns of the Second Schedule hereto shall, on and from the date of vesting, by virtue of this Scheme, become and be registered holders of stock of the Company of the class or classes and in the proportions specified in the said Second Schedule in lieu of and in exchange for the stock of the Vested Companies held by them respectively.
	9 Stockholders of vested companies to accept stock of company	9.—On and from the date of vesting, 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 respectively held by them and in satisfaction of all claims arising thereunder.
	10 Stock priorities	10.—Subject to the provisions of this Scheme, all the Stocks forming the original capital of the Company (other than Debenture Stock) shall respectively have and be subject to the rights, privileges, priorities, and incidents following:—
(a) The holders of the four per cent. Guaranteed Preference Stock shall be entitled in respect of every year ending on the 31st day of December, to a dividend at the rateof four per cent. payable half-yearly out...