Version No. 001
Reid Murray Acceptance Limited (Scheme of Arrangement) Act 1966
Act No. 7380/1966
Version as at 26 February 2003
table of provisions
SectionPage
1
SectionPage
1.Short title
2.Definitions
3.Appointment of Receivers
4.Power to Company to apply to Court to sanction Scheme of Arrangement
5.Application under section 181 by the Company
6.Section 181 of Companies Act to be applied
7.Effect of Scheme if approved by Court
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SCHEDULE
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ENDNOTES
1. General Information
2. Table of Amendments
3. Explanatory Details
1
Version No. 001
Reid Murray Acceptance Limited (Scheme of Arrangement) Act 1966
Act No. 7380/1966
Version as at 26 February 2003
1
Act No. 7380/1966
Reid Murray Acceptance Limited (Scheme of Arrangement) Act 1966
An Act to facilitate the Making of an Application to the Supreme Court of Victoria for the Approval of a Scheme of Arrangement between Reid Murray Acceptance Limited and its Creditors and for other purposes.
Preamble
WHEREAS receivers have been appointed by the trustees for the debenture stockholders of Reid Murray Acceptance Limited;
AND WHEREAS the receivers and the trustees are between them holding an amount in excess of Nineteen million dollars which is available for distribution to certain debenture stockholders;
AND WHEREAS the receivers expect to collect further moneys which will be available for distribution to such debenture stockholders;
AND WHEREAS the trustees and the receivers for the debenture stockholders desire that Reid Murray Acceptance Limited should make an application tothe Supreme Court of Victoria pursuant to section 181 of the Companies Act 1961 with respect to a scheme of arrangement in the form or to the effect of the scheme of arrangement set out in the Schedule;
AND WHEREAS it is not practicable to determine the membership of classes of creditors for the purpose of such an application;
AND WHEREAS it appears that Reid Murray Acceptance Limited is wholly insolvent and unable to pay the debenture stockholders in full;
AND WHEREAS it is expedient to authorize Reid Murray Acceptance Limited to apply to the Supreme Court of Victoria for the approval of a Scheme of Arrangement in the form or to the effect of the scheme set out in the Schedule;
BE IT THEREFORE ENACTED by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and the Legislative Assembly of Victoria in this present Parliament assembled and by the authority of the same as follows (that is to say):
1.Short title
s. 1
This Act may be cited as the Reid Murray Acceptance Limited (Scheme of Arrangement) Act 1966.
2.Definitions
In this Act unless the context or subject-matter otherwise requires—
"the Company" means Reid Murray Acceptance Limited;
"the Court" means the Supreme Court of Victoria;
"the Debenture Stock" means the debenture stock which according to the books and records of the Company was allotted by the Company and which is still outstanding;
"the Guarantor" means Reid Murray Holdings Limited (in liquidation);
"the Scheme" means a scheme of arrangement in the form or to the effect of the scheme of arrangement set out in the Schedule;
"the Stockholders" means all persons who are registered in the books and records of the Company as the holders of the Debenture Stock and their transferees;
"the Trustees" means—
(i)The Equity Trustees Executors and Agency Company Limited; and
(ii)Equity Nominees Limited;
"the unsecured creditors" means all persons who are unsecured creditors of the Company other than—
(i)persons who are or may be unsecured creditors of the Company by virtue of their being Stockholders; and
(ii)all persons who are or may become creditors of the Company in respect of liabilities incurred by the Receivers after 10th January, 1963.
3.Appointment of Receivers
s. 3
(1)Charles James Waugh and Ernest Harding Niemann are hereby declared—
(a)to be and to be deemed to have been since 10th January, 1963 Receivers duly appointed by Equity Nominees Limited—
(i)pursuant to the terms of the said Trust Deed dated 25th September, 1959; and
(ii)pursuant to the terms of the Trustee Debenture Deed dated 25th September, 1959 made between the Company of the one part and Equity Nominees Limited of the other part; and
(b)to be and to be deemed to have been since 10th January, 1963 Receivers duly appointed by the Equity Trustees Executors and Agency Company Limited—
(i)pursuant to the terms of the Trustee Debenture Deed dated 24th July, 1958 made between the Company of the one part and The Equity Trustees Executors and Agency Company Limited of the other part;
(ii)pursuant to the terms of the Trustee Debenture Deed dated 3rd February, 1961 made between the Company of the one part and The Equity Trustees Executors and Agency Company Limited of the other part; and
(iii)pursuant to the terms of the Trustee Debenture Deed dated 29th October, 1962 and made between the Company of the one part and The Equity Trustees Executors and Agency Company Limited of the other part.
(2)In this Act "the Receivers" shall mean the said Charles James Waugh and the said Ernest Harding Niemann as Receivers appointed pursuant to the terms of the said Trust Deed dated 24th July, 1958 as aforesaid.
4.Power to Company to apply to Court to sanction Scheme of Arrangement
s. 4
The Company is hereby authorized to apply to the Court for the approval of the Scheme pursuant to section 181 of the Companies Act 1961.
5.Application under section 181 by the Company
s. 5
(1)For the purpose of any application to the Court by the Company in connexion with the Scheme and for the purpose of the Scheme there shall be deemed to be two and only two classes of creditors of the Company.
(2)The classes of creditors shall be deemed to be—
(a)the Stockholders;
(b)the unsecured creditors.
6.Section 181 of Companies Act to be applied
Subject to this Act section 181 of the Companies Act 1961 shall apply to any application to the Court for the approval of the Scheme.
7.Effect of Scheme if approved by Court
If the Court approves the Scheme with or without amendment it shall upon its coming into effect be binding for all purposes on the Company, the shareholders in the Company, the Receivers, the Trustees, the Stockholders, the unsecured creditors and all other creditors of the Company and the provisions thereof shall be for all purposes binding upon and conclusive against the Guarantor and the Liquidators for the time being and from time to time of the Guarantor and all other creditors of the Guarantor.
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SCHEDULE
REID MURRAY ACCEPTANCE LIMITED.
SCHEME OF ARRANGEMENT BETWEEN THE ABOVE-NAMED COMPANY AND ITS CREDITORS.
Sch.
1.In this Scheme the following expressions shall unless the context otherwise requires have the meanings set opposite the same:
"The Act" / The Reid Murray Acceptance Limited (Scheme of Arrangement) Act 1966."The Company" / Reid Murray Acceptance Limited (Receivers Appointed).
"The Guarantor" / Reid Murray Holdings Limited (In Liquidation).
"The Commencement Date" / The date on which this Scheme shall come into effect.
"The Debenture Stock" / The Guaranteed Debenture Stock and the No. 3 Debenture Stock as hereinafter defined of a total face value of $58,243,118.
"The Guaranteed Debenture Stock" / The Debenture Stock which according to the books and records of the Company was allotted under or pursuant to the terms of the Prospectuses issued by the Company dated 30th July, 1958, 26th March, 1959, 7th March, 1960, 27th May, 1960, 2nd December, 1960, 26th May, 1961, 21st December, 1961 and 31stMay, 1962 respectively and is still outstanding and is of a face value of $50,757,818.
"The No. 3 Debenture Stock" / The Debenture Stock which according to the books and records of the Company was allotted under or pursuant to the terms of the Prospectus issued by the Company dated 1st October, 1959 and is still outstanding and is of the face value of $7,485,300.
"Stockholder" / A person who, on the date on which the Court makes an order pursuant to section 181(1) of the Companies Act 1961 directing any meeting to be summoned, is registered in the Register of holders of debenture stock issued by the Company as the holder of any of the debenture stock or as the case may be his transferees.
"The First Trust Deed" / The Trust Deed dated 24thJuly, 1958 made between the Company of the first part The Equity Trustees Executors and Agency Company Limited of the second part and the Guarantor of the third part.
"The Second Trust Deed" / The Trust Deed dated 25thSeptember, 1959 made between Equity Nominees Limited of the one part and the Company of the other part.
"Equity Trustees" / The Equity Trustees Executors and Agency Company Limited.
"Equity Nominees" / Equity Nominees Limited.
Sch.
"The First Trustee Debenture Deed" / The trustee debenture deed dated 24th July, 1958 made between the Company of the one part and Equity Trustees of the other part."The Second Trustee Debenture Deed" / The trustee debenture deed dated 25th September, 1959 made between the Company of the one part and Equity Nominees of the other part.
"The Third Trustee Debenture Deed" / The trustee debenture deed dated 3rd February, 1961 made between the Company of the one part and Equity Trustees of the other part.
"The Fourth Trustee Debenture Deed" / The trustee debenture deed dated 29th October, 1962 made between the Company of the one part and Equity Trustees of the other part.
"The Receivers" / Charles James Waugh and Ernest Harding Niemann (of the firm of Messrs. Hungerford Spooner and Kirkhope, Chartered Accountants of 44 Queen-street, Melbourne) as Receivers appointed pursuant to the provisions of the First and Second Trust Deeds and the First, Second, Third and Fourth Trustee Debenture Deeds and as provided by the Act.
Sch.
"Unsecured Creditors" / All persons who are unsecured creditors of the Company other than—(a) all persons who are or may be unsecured creditors of the Company by virtue of their being stockholders; and
(b) all persons who are or may become creditors of the Company in respect of liabilities incurred by the Receivers after 10th January, 1963;
Persons shall include corporations and the singular shall include the plural and vice versa.
2.The Guaranteed Debenture Stock shall be deemed to have been validly created and issued pursuant to the terms of the First Trust Deed and to have and to have at all times had the security afforded by the First Trust Deed.
3.The No. 3 Debenture Stock shall be deemed to have been validly created and issued pursuant to the terms of the Second Trust Deed and to have and to have at all times had the security afforded by the Second Trust Deed.
4.The charges given by the First Trust Deed and the Second Trust Deed respectively shall rank equally inter se in point of security as regards all moneys thereby secured.
Sch.
5.The charges given by the First Trustee Debenture Deed, the Second Trustee Debenture Deed, the Third Trustee Debenture Deed and the Fourth Trustee Debenture Deed shall be deemed in each case to have been given to both Equity Trustees and Equity Nominees to secure repayment of capital and payment of interest in respect of the Debenture Stock to the amounts expressed therein respectively and all assets got in and collected by the Receivers under the Trustee Debenture Deeds shall be held by them accordingly.
6.The whole of the Guaranteed Debenture Stock and the holders thereof shall be deemed to have the benefit of the Guarantee contained in the First Trust Deed.
7.From and after the Commencement Date the Company shall be deemed not to have as principal debtor or otherwise any contingent or actual liability to the Guarantor as surety or otherwise under the First Trust Deed and shall not be liable to make any payment to the Guarantor by reason of any payment which the Guarantor makes pursuant to or by reason of the provisions of the First Trust Deed.
8.The Receivers shall get in and collect the whole of the assets of the Company and shall realize so much thereof as is not moneys and shall deal with and distribute the same in the manner provided by clause 11 hereof.
9. (1) The debts of the Unsecured Creditors (other than the Guarantor) shall be ascertained in the following manner:
(a)The Receivers shall within one month of the Commencement Date by notice in writing inform every person of whose claim to be an unsecured creditor they have been informed in writing whether or not they admit such claim and in every case in which such notice is to the effect that such claim is not admitted such notice shall inform such claimants that they may within three months of the Commencement Date (specifying the day) lodge a fresh claim with the Receivers to be made by way of statutory declaration.
Sch.
(b)The Receivers shall advertise for claimants to be unsecured creditors in at least one of the principal daily newspapers circulating in each of the States of Australia such advertisements to be inserted within one month of the Commencement Date and to state that such claimants may within three months of the Commencement Date (specifying the day) lodge a claim with the Receivers to be made by way of statutory declaration.
(c)All persons who claim to be Unsecured Creditors whether persons who have received notices as provided in paragraph (a) above or others may within three months of the Commencement Date lodge their claims by way of statutory declaration with the Receivers and such claims shall then be dealt with as provided in paragraphs (e) and (f) hereunder.
(d)Any persons who claim to be Unsecured Creditors whose debts are not admitted as provided in paragraph(a) above and who do not within three months of the Commencement Date lodge their claims by way of statutory declaration with the Receivers shall be thereafter barred from making any such claims on the Company and any liability of the Company or the Receivers to them in respect of any such claims shall be forever extinguished.
(e)The Receivers shall receive all such claims made by way of statutory declaration and shall adjudicate thereon and after adjudication and within six months of the Commencement Date shall by notice in writing inform all such claimants whether their claim is admitted or rejected.
(f)If any such claim made by way of statutory declaration is rejected or is not admitted by the Receivers within six months of the Commencement Date the claimant may bring proceedings in the Supreme Court of Victoria for the purpose of establishing the existence and amount of the debt so claimed and if any debt so claimed shall be established the same shall (together with any costs awarded to such claimant) be dealt with in all respects as if it had been originally admitted.
(g)All notices which the Receivers are required by paragraphs (a) and (e) above to send shall be deemed to have been received by the addressee within seven days of the sending thereof if the same are sent by prepaid ordinary post to such claimant at the last address of such claimant known to the Receivers.
Sch.
(2)The Receivers shall record the debts of the Unsecured Creditors (other than the Guarantor) by drawing up and maintaining a register of admitted claims and the entries therein shall be binding upon the Unsecured Creditors.
10.Nothing in this Scheme shall affect the rights of any creditors of the Company in respect of liabilities incurred by the Receivers after 10th January, 1963.
11.The Receivers shall hold the assets of the Company got in collected and realized as provided by clause 8 hereof for disposition and shall deal with and distribute the same in the following order and manner—
(i)by paying or providing for in full all creditors of the Company in respect of liabilities which have been incurred by the Receivers since 10th January, 1963 and which may hereafter be incurred by them;
(ii)by paying in full the liability of the Company to the Commissioner of Taxation;
(iii)by paying in full those of the Unsecured Creditors (other than the Commissioner of Taxation) whose debts would have been preferential under section 292 of the Companies Act 1961 if an order for winding up the Company had been made by the Court and date of commencement of such winding up had been 10th January, 1963;
(iv)by paying all the Unsecured Creditors of the Company (other than those referred to in paragraphs (ii) and (iii) above and the Guarantor) the sum of 125 cents in the dollar in full settlement of the liability of the Company to them;
(v)by paying or providing for or retaining the whole of the proper costs charges and expenses of this Scheme and of the Receivership;
(vi)by paying the balance of the proceeds of realization of the said assets to Equity Trustees and Equity Nominees, such payments to be made in the proportions that the face value of the Guaranteed Debenture Stock bears to the Debenture Stock to Equity Trustees and that the No. 3 Debenture Stock bears to the Debenture Stock to Equity Nominees after taking into account all moneys already paid by them to Equity Trustees and Equity Nominees respectively.
Sch.
Provided that—
(1)for the purpose of calculating the indebtedness of the Company to any of the Unsecured Creditors referred to inparagraphs (iii) and (iv) above whose debts carried interest, interest at the appropriate rate shall be calculated to 31st August, 1963 but shall be deemed wholly to have ceased to be payable during and shall be disregarded in respect of the period subsequent to that date;
(2)for the purpose of calculating the indebtedness of the Company to the Stockholders in respect of interest due on the Debenture Stock held by them respectively, interest at the appropriate rate shall be calculated to the Commencement Date but shall be deemed wholly to have ceased to be payable during and shall be disregarded in respect of the period subsequent to that date;
(3)the sole source for the payments referred to in paragraphs (ii) and (iii) above shall be the net proceeds of realization ofthe assets of the Company situated in Queensland at 10thJanuary, 1963 and the liability of the Receivers to make such payments shall be limited to such net proceeds.