No. 7/1925:

THE GREAT SOUTHERN RAILWAYS ABSORPTION (No. 3) SCHEME, 1925.

THE GREAT SOUTHERN RAILWAYS ABSORPTION (No. 3) SCHEME, 1925.

THE GREAT SOUTHERN RAILWAYS ABSORPTION (No. 3) SCHEME, 1925.

ARRANGEMENT OF SECTIONS.

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.

AND WHEREAS in a certain action still pending to wit, an action intituled in the High Court of Justice, Chancery Division, Mr. Justice North, 1891, S 735 between the Scottish Provident Institution—Plaintiffs—and the Tralee and Fenit Railway Company—Defendants—by order dated the 24th day of March, 1891, the Court did (inter alia) upon the motion for the Plaintiffs appoint a Receiver of the undertaking of the Tralee and Fenit Railway Company as defined by the Tralee and Fenit Railway Act, 1880, and of all the tolls and sums of money arising by virtue of the same Act and all the estate right title and interest of the said Company in the same and of all the property of what kind soever included in and subject to the Mortgage Debentures for fifteen thousand pounds dated the 17th day of April, 1883, issued by the Defendant Company, and did order that the said Receiver should on the 15th day of January, 1892, and on the same day of each succeeding year, leave at the Chambers of the Judge his account as such Receiver made up to the previous 31st December and do within 14 days after the date of the Chief Clerk's certificate of the allowance of each account pay the balance thereby certified to be due from him or so much thereof as shall be certified as proper to be so paid into Court as directed by the Lodgment Schedule to the said order.

(a) No. 29 of 1924.

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

AND WHEREAS by a further order made in the said action dated the 14th day of November, 1901, Mr. James George Vokes was appointed Receiver as aforesaid in place of the Receiver appointed by the said order of the 24th day of March, 1891.

AND WHEREAS by a further order made in the said action dated the 17th day of July, 1917, it was ordered (inter alia) that the further proceedings in the said action be carried on by the Right Honourable Charles Lindley Viscount Halifax, John Henry Ley Lawrence Challoner Garratt and Francis Algernon Fulford as Plaintiffs in place of the Scottish Provident Institution against the Defendants.

AND WHEREAS the Receiver appointed by the said order of the 14th day of November, 1901, was immediately before the date of settlement and still is in possession of the said undertaking of the Tralee and Fenit Railway Company.

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 Tralee and Fenit Railway Company. which Company is in this Scheme referred to as "the Vested Company."

1.—This Scheme may be cited for all purposes as " the Great Southern Railways Absorption (No. 3) Scheme, 1925."

2.—In this Scheme :—

" the Company " means the Great Southern Railways Company.

" 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.—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 the existing officers and servants).

4.—The undertaking of the Vested Company is hereby transferred to and absorbed by and shall form part of the undertaking of the Company and such transfer and absorption shall take effect as on and from the date of vesting.

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

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 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.

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

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.—The several persons who immediately before the date of settlement are the registered holders of the stock of the Vested Company or entitled to the arrears of Debenture Interest 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, or shall be entitled to be paid as hereinafter provided cash as specified in the said Schedule in lieu of and in exchange for the stock of the Vested Company held by them respectively, or the arrears of Debenture Interest to which they are respectively entitled.

10.—The sum of Two thousand and sixty-six pounds Cash payable under this Scheme in part payment of the arrears of Debenture Interest shall be paid forthwith by the Company to the person or persons entitled thereto in the proportions specified in the Schedule hereto.

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 or to whom the amount of cash to which they are entitled under this Scheme is paid shall (subject to the provisions of this Scheme) accept and be deemed to have accepted the stock of the Company allocated or the cash paid to them under this Scheme in substitution for the stock of the Vested Company held by them and in satisfaction of all claims arising thereunder including any arrears of Interest.

12.—Any holder of stock of the Vested Company 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 Vested Company 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.—If any certificate of any stock of the Vested Company 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.—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.

15.—Stock of the Company substituted by virtue of this Scheme for any stock or arrears of Debenture Interest of the Vested Company and cash paid under this Scheme to the persons entitled to the arrears of Debenture Interest 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 or arrears of Debenture Interest for which by virtue of this Scheme the same is substituted or the cash is paid and any reference in any Statute, deed, will, codicil, book, document, instrument or writing to stock or arrears of Debenture Interest of the Vested Company shall be deemed to be a reference to the stock of the Company substituted therefor or the cash paid therefor by virtue of this Scheme.

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 Company.

17.—During the period between the date of vesting and the date of settlement, the undertaking of the Vested Company shall be deemed to have been carried on by the Receiver as agent for and on behalf of the Company, and during such period the Company shall be deemed to have been, and shall alone be liable for all debts and liabilities contracted by the Receiver or by the Vested Company and shall be deemed to have been, and shall alone be entitled without any assurance in that behalf to all assets and rights acquired by the Receiver or by the Vested Company other than cash paid to the Receiver in respect of the working of the Vested Company for the half-year ended on the 31st December, 1924.

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

(2) For the purposes of the statutory enactments and of the rules and regulations relating to the said funds, any power of the Vested Company 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 Company 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 the Vested Company. 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 of the 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 the Vested Company 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 Company had not been absorbed.

(5) Any person in the service of the Vested Company 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 Company 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.

19.—The Receiver of the Undertaking of the Vested Company shall retain until the date of his discharge all moneys in his possession at the date of settlement and shall then hand over to the Company the balance after meeting all Arrears of Debenture Interest not provided for by this Scheme and the costs of the Vested Company and the Receiver of and preliminary to and consequent upon the absorption of the Vested Company by the Company under the Act and this Scheme and the costs incurred and to be incurred of the Receivership Action and all costs and expenses in connection with the Receivership.

20.—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 the Vested Company 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.