HL Deb 30 July 1907 vol 179 cc702-4

House in Committee (according to Order.)

[The Earl of Onslow in the Chair.]

Clause 1 agreed to.

Clause 2:—

LORD AVEBURY

said the now Clause 2 standing in his name on the Paper, and which he proposed to insert in substitution for the present Clause 2, did not differ in any way substantially from the Clause in the Bill; but there were Amendments which His Majesty's Government wished to introduce, and to which the promoters of the Bill had no objection, and in these circumstances it had been thought best to insert a new clause rather than submit a number of separate Amendments. But in moving the Amendment he wished to leave out the last subsection—subsection (4).

Amendment moved— To leave out Clause -2 and to insert the following new clause, viz.: 2. — (1) Where either before or after the passing of this Act a company has redeemed any debentures previously issued, the company, unless the articles of association of the company or the conditions of issue otherwise provide, or unless the debentures have been redeemed in pursuance of any obligation on the company so to do, and not being an obligation enforceable only by the person to whom the redeemed debentures were issued, shall have power, and shall be deemed always to have had power, to keep the debentures alive for the purposes of re-issue, and where a company has purported to exercise such a power the company shall have power, and shall be deemed always to have had power, to re-issue the debentures either by re-issuing the same debentures or by issuing other debentures in their place, and upon such a re-issue the person entitled to the debentures shall have, and shall be deemed always to have had, the same rights and priorities as if the debentures had not previously been issued. (2) Where with the object of keeping debentures alive for the purpose of re-issue they have either before or after the passing of this Act been transferred to a nominee of the company, a transfer from that nominee shall he deemed to be a re-issue for the purposes of this section. (3) Where a company has either before or after the passing of this Act deposited any of its debentures to secure an advance, the debentures shall not be deemed to have been redeemed by reason only of the advance having, whilst the debentures were so deposited, been repaid."—(Lord Avebury.)

THE EARL OF GRANARD

said ho might at a subsequent stage have to ask their Lordships to insert subsection (4) which the noble Lord had deleted from his Amendment as it stood on the Paper. Subsection (4) ran— (4) The re-issue of a debenture or the issue of another debenture in its place under this section, whether made before or after the passing of this Act, shall be treated as the issue of a new debenture for the purposes of stamp duty, but it shall not be so treated for the; purposes of any provision limiting the amount or number of debentures to be issued: Provided that nothing in this section shall prejudice the operation of any judgment or order of a Court of competent jurisdiction pronounced or made before the twenty-sixth day of February, one thousand nine hundred and seven, as between the parties to the proceeding in which the judgment was pronounced or the order made, and any appeal from any such judgment or order shall be decided as if this Act had not been passed. Provided also that nothing herein contained shall derogate from or prejudice any power to issue debentures in the place of any debentures paid off or otherwise satisfied or extinguished reserved to a company by its debentures or the securities for the same. The Inland Revenue were strongly of opinion that if this subsection found no place in the Bill the revenue would lose thereby. In these circumstances he hoped that at the Third Heading stage the noble Lord would himself move the insertion of the subsection, or allow him to move it on behalf of the Government.

LORD AVEBURY

said his noble friend was, of course, master of the situation. There were, however, some points which he was anxious to submit, for the noble Earl's consideration. He therefore hoped he might be allowed to move the Amendment without subsection (4) at the present moment. They could confer together between that and the next stage of the Bill.

On Question, Amendment agreed to.

Clause 3:—

LORD AVEBURY

moved to omit Clause 3— Where a company raises money by way of mortgage or charge on the security of debentures or debenture stock, whether issued by such company or by any other company, it shall be lawful for the company to give to the person making such advance and his assigns the option to purchase such debentures or debenture stock or any part thereof, and such option shall be effective. He was prompted to delete this clause —and he would move a similar Amendment with regard to Clause 4—considering the late period of the Session.

Amendment moved— To leave out Clause 3.''— (Lord Avebury.)

On Question, Amendment agreed to.

Clause 4:—

LORD AVEBURY

then moved to omit Clause 4— (4) Wherever there is a breach of contract with a company to take and pay up at a specified price, whether by instalments or otherwise, any debentures or debenture stock of such company, any Court having jurisdiction to award damages for such breach of contract shall also have jurisdiction to order specific performance of such contract as fully as it would have in the case of a contract to take and pay up shares in a company.

Amendment moved — To leave out Clause 4." — (Lord Avebury.)

On Question, Amendment agreed to.

Remaining clauses agreed to, Standing Committee negatived. The Report of Amendments to be received To-morrow; and Bill to be printed as amended. (No. 140.)