CLAUSE 88.—(Dissolution of the Underground Electric Railways Company of London Limited and the London and Suburban Traction Company Limited.) (Hansard, 6 December 1932)

§ The ATTORNEY-GENERAL
I beg to move, in page 97, line 35, after the word "stock," to insert the words: (other than fractional parts of Transport Stock which cannot conveniently be distributed). This Amendment is in accordance with the universal practice, that where fractions of stock have to be provided for the fraction shall be sold and cash shall be paid.

§ The ATTORNEY-GENERAL
I beg to move, in page 98, line 7, to leave out from the word "provide," to the word "of," in line 15, and to insert instead thereof the words: 1579 (a) for the formation by the Underground Company of a company (in this section referred to as the new company ') to be incorporated under the Companies Act, 1929, as a company limited by shares and registered with a memorandum and articles of association in such form as may be prescribed by the scheme; (b) for the transfer to the new company, in lieu of distribution amongst the stockholders and shareholders of the Underground Company of such part of the assets of the Underground Company remaining as aforesaid (other than Transport Stock distributed or to be distributed among the stockholders and shareholders of the Underground Company) as may be prescribed by the scheme in exchange for fully paid shares or stock or both of the new company; (c) for the distribution amongst the stockholders and shareholders of the Underground Company of the shares and stock so taken in exchange by the Underground Company; and (d) for the conversion of the existing Central London Railway Guaranteed Assented Ordinary, Preferred Ordinary, and Deferred Ordinary Stocks constituted by trust deed dated the thirteenth day of December, nineteen hundred and twelve, made between the Underground Company of the one part and Glyn, Mills and Company (then and therein called Glyn, Mills, Currie and Company and in this sub-section referred to as ' the said trustees').

§ Mr. MACMILLAN
May we have an explanation of this Amendment?

§ The ATTORNEY-GENERAL
These are purely domestic arrangements, for the winding up of the different holding companies and so on, that is necessary in connection with disposing of the different undertakings included in the Underground Group. They are matters which concern only those undertakings, and the public interest is not in the least affected by them. It is the merest machinery for disposing of the different holding companies in accordance with arrangements satisfactory to the shareholders.

§ The ATTORNEY-GENERAL
I beg to move, in page 99, line 10, at the end, to insert the words: 1580 () any arrangements made by the Underground Company with any class of its stockholders or shareholders, or with the holders of Metropolitan District Railway Assented First Preference Stock, or with the holders of Central London Railway Guaranteed Assented Ordinary, Preferred Ordinary, or Deferred Ordinary Stocks, or by the London and Suburban Company with any class of its stockholders or shareholders, in anticipation of and with a view to carrying out any of the provisions of this section and which have been conditionally assented to by such holders, respectively, before the passing of this Act shall on their becoming operative be treated for all purposes of this Act as if they were, or formed part of, schemes prepared by those companies respectively under this section. The effect of the Amendment is to ensure that it will not be necessary to obtain again the approval of shareholders who have already signified their approval in advance.

§ The ATTORNEY-GENERAL
I beg to move in page 99, line 31, to leave out from the second word "stock," to the end of the Sub-section, and to insert instead thereof the words: or any stocks or shares in the new company (whether in the course of the liquidation of the Underground Company or otherwise) distributed amongst the holders of shares or stocks of the Underground Company, the provisions of Section eighty-six of this Act shall apply to the stock so taken in exchange and to the stocks and shares of the new company so distributed and to the trustees. executors, and all other holders in 1581 any representative or fiduciary capacity of any stock or shares for which that stock is exchanged, and to the trustees, executors, and all other holders in any representative or fiduciary capacity of stocks or shares of the Underground Company who receive stocks or shares of the new company upon any such distribution thereof as aforesaid as fully and effectually as if in that Section the expression existing stock ' included the stock and shares so exchanged and the stocks and shares of the Underground Company, and as if the expression transport stock issued in substitution ' included transport stock and new assented stock so taken in exchange and stocks and shares in the new company so distributed. () Trustees, executors, and other holders in any representative or fiduciary capacity of stocks and shares of the Underground Company, or of the London and Suburban Company, or of the Metropolitan District Railway Assented First Preference Stock, or of Central London Railway Guaranteed Assented Ordinary, Preferred Ordinary, or deferred Ordinary Stock may concur and shall he deemed always to have had power to concur in any scheme made or deemed to be made by the Underground Company or by the London and Suburban Company under this Section. () Where the Underground Company or the London and 'Suburban Company is unable after diligent inquiry to find the person to whom any transport stock or money representing the proceeds of sale of any other assets of those companies, or any share or security of the new company, or any new Assented Stock is issuable or payable in pursuance of a scheme made under this Section, or where any transport stock or any such money, share or security or new Assented Stock as aforesaid is so issuable or payable to a person who, or whose committee, cannot give an effectual receipt for the same, the company may transfer the stock, share, or security, or pay the money as nearly as may be, in manner provided for the payment of securities or money into court by trustees under Section sixty-three of the Trustee Act, 1925, and that Section shall apply with all necessary modifications to such stock, share, security, and money. () For the purposes of this Section, unless the context otherwise requires, the expression stockholders ' includes holders of debenture stock, and the expression stock ' shall be construed accordingly. The first two and the last of these proposed new Sub-sections are necessary to provide for cases in which the holders of stocks are trustees. The purpose of the other Sub-section is to provide for cases in which the beneficiaries are infants or persons of unsound mind.