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TRANSFER OF RAILWAYS (IRELAND) ACT 1890
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CHAPTER II.
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An Act to authorise the Transfer of the Powers of Promoters of Railway and Tramway Undertakings, under the Tramways (Ireland) Acts, to certain existing Railway Companies, and for other purposes.[1]
[9th December 1890 ]
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Agreement for transfer of undertaking.
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1. The promoters of any undertaking who have obtained from any grand jury[2]
a presentment under the Tramways (Ireland) Acts, approving of the undertaking, may enter into an agreement with any railway company with any of whose railways the promoters undertaking is, or is intended to be, connected, for the transfer to and vesting in the railway company of the promoters undertaking, and this provision shall apply to agreements entered into both before and after the passing of this Act.
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Sanction of shareholders to agreement.
26 & 27 Vict. c. 92.
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2. The agreement for transfer shall not have any operation unless and until it has been sanctioned (either before or after the passing of this Act) by three-fifths of the votes of the shareholders and stockholders of the railway company in whom the undertaking is to be vested entitled to vote at meetings of such company and present (personally or by proxy) at a general meeting thereof specially convened for the purpose in accordance with the provisions of Part III. of the Railways Clauses Act, 1863, or of any special Act affecting the said company.
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Approval of Railway and Canal Commission.
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3. The agreement for transfer shall not have any operation until it is approved by the Railway and Canal Commission, and the said Commission shall not approve of the agreement without being satisfied that it has been sanctioned as aforesaid.
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Dissolution of promoters and vesting of undertaking in railway company.
53 & 54 Vict. c. 52.
26 & 27 Vict. c. 92.
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4. Upon the agreement for transfer being approved by the Railway and Canal Commission, the undertaking of the promoters shall become and be transferred to and vested in the railway company, and the promoters, if a public company, shall be dissolved, and all the powers of the promoters with respect to the transferred undertaking may be exercised by the railway company in their own name and under their own seal, or under the hands of their directors, secretary, officers, and servants, and the Railways (Ireland) Act, 1890, shall apply as if the undertaking were a light railway for the construction, maintenance, and working of which the Treasury have made an agreement with a railway company.
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Part V. of the Railways Clauses Act, 1863, relating to amalgamation, shall be incorporated with this Act, and in the construction of that part for the purposes of such incorporation:—
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(a) this Act and the agreement for transfer shall together be deemed to be the amalgamating Act; and
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(b) the said transfer, vesting, and dissolution shall be deemed to be an amalgamation; and
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(c) the railway company shall be deemed to be the amalgamated company, and the promoters the dissolved company; and
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(d) the date at which the agreement for transfer is approved by the Railway and Canal Commission shall be deemed to be the time of amalgamation; and
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(e) any grand jury presentment relating to the undertaking, and any Order in Council or Act of Parliament, confirming such presentment which shall be in force at the date of the approval of the agreement for transfer by the Railway and Canal Commission, shall be deemed to be special Acts relating to or affecting the dissolved company or their undertaking in force at the passing of the amalgamating Act.
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Provided always, that except as may be otherwise provided by the agreement for transfer, no debt due by the promoters shall become or be payable by, nor shall any clerk, officer, or servant of the promoters become or be a clerk, officer, or servant of the railway company.
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Directors of promoting company to wind up affairs.
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5. The directors of any company which may be dissolved under the provisions of this Act who may be in office immediately before the dissolution, and the survivors or survivor of them, may, notwithstanding the dissolution of the company, continue to act and may take any proceedings necessary or proper for winding up the affairs of that company and distributing the assets thereof (if any).
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Baronial guarantees to remain in force.
46 & 47 Vict. c. 43.
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6. Notwithstanding the transfer to and vesting in the railway company of the promoters undertaking, any sums payable by any baronies or parts of baronies which under the provisions of the Tramways (Ireland) Acts have or may become chargeable with the payment of dividends on the capital of the promoters or any part thereof, or with the payment of any sums for the completion of the undertaking, shall be payable to the railway company, and the provisions of the Tramways and Public Companies (Ireland) Act, 1883 (in this Act called the Act of 1883), as to ascertaining the half-yearly sum to be paid by the said baronies and parts of baronies shall remain in full force and effect and the railway company shall keep all such accounts of expenditure and receipts as the promoting company were required to keep.
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Keeping of accounts.
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7. In every case in which a baronial guarantee has been given under the Tramways (Ireland) Acts, in respect of dividends on the capital of the promoters during the continuance of such guarantee the railway company shall keep full, true, and distinct books of account showing the capital of the transferred undertaking and its receipts from every source and its expenditure, and they shall keep and preserve all receipts and other documents necessary for vouching the same, and shall at all reasonable times produce the said books, receipts, and documents for the inspection of the auditor to be appointed as herein-after mentioned, and also of such person as the Treasury may from time to time appoint for the like purpose, and also of the arbitrators appointed pursuant to section six of the Act of 1883.
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Audit of accounts.
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8.—(1) The grand jury of any county in which any barony or part of a barony chargeable under the Tramways (Ireland) Acts with the payment of any sum in respect of dividends on the capital of the promoters is situate, shall from time to time during the continuance of the guarantee appoint a fit and proper person to audit the accounts of the railway company in respect of the transferred undertaking.
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(2) It shall be the duty of the said auditor, twice in each year, at a reasonable time before each spring and summer assizes for such county, to audit the accounts of the railway company with respect to the transferred undertaking, and he shall furnish a statement of the result of the audit to the Commissioners of Public Works in Ireland, and to the secretary of the said grand jury, and to the arbitrators appointed for the said company under the sixth section of the Act of 1883.
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(3) In case an auditor dies or declines to act, or becomes incapable of acting, the Board of Trade may appoint another fit and proper person to be auditor in his place, who shall proceed to audit the said accounts, and to furnish the statements herein-before specified within a reasonable time after his appointment.
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(4) The expenses of the audit shall be paid by the railway company, and, in case of difference as to their amount, they shall pay such sum in respect of the said expenses as may be fixed by the Board of Trade.
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Baronial representation.
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9. Except as in this Act provided, no grand jury or barony shall be represented in the affairs or finance of the railway company in relation to the transferred undertaking.
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Completion and maintenance of undertaking.
46 & 47 Vict. c. 43.
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10. The railway company shall, if the undertaking shall not be complete at the time of its transfer, complete the same within the time limited, and in accordance with the conditions contained in the Order in Council authorising its construction.
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And shall (notwithstanding that the receipts from the undertaking may or shall be insufficient to defray the expenses of managing and of efficiently working and maintaining the undertaking, and before any grand jury shall be called upon to incur any liability under section ten of the Act of 1883, or Order in Conncil providing for the maintenance and working of the undertaking), at all times efficiently work the undertaking as part of their own railway system.
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And if the earnings of the undertaking shall be insufficient to defray the expenses of working and maintaining it, then the railway company shall at all times work the undertaking out of the general revenue and profits of their other undertakings, and shall at all times at the like expense keep the undertaking in good order, condition, and repair.
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Power to issue baronial guaranteed shares.
26 & 27 Vict. c. 118.
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11. The railway company in addition to any share capital they are authorised to raise under the provisions of this Act, may, for the purposes of the undertaking, create and issue new shares to the extent to which the capital of the promoters (if any) upon which payment of dividends may have been guaranteed pursuant to the provisions of the Act of 1883, shall not have been issued, and such shares are in this Act referred to as the baronial guaranteed shares and shall be designated in the books of the railway company and the certificates issued therefor by the same or some other similar appropriate description.
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The railway company in lieu of issuing all or any of the baronial guaranteed shares which they are by this Act authorised to create and issue, may raise by the creation and issue of debenture stock of the railway company the like amount of capital which they are by this Act authorised to raise by the creation and issue of the baronial guaranteed shares which shall not be created and issued, and to the extent to which the power shall be exercised, the railway company shall be deemed to be the owners of the baronial guaranteed shares which by reason of the exercise of such powers shall not be issued and shall be entitled to receive and retain the dividends thereon. And the creation and issue of such debenture stock shall be subject to the provisions of Part III. of the Companies Clauses Act, 1863, but notwithstanding anything therein contained, the interest of all debenture stock at any time after the agreement for transfer shall have been approved by the Railway and Canal Commission, shall rank pari passu with the interest of all mortgages at any time thereafter granted by the railway company, and shall have priority over all principal moneys secured by such mortgages.
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Power to railway company to guarantee payment or punctual payment on baronial guaranteed shares.
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12. The railway company shall have power to enter into any agreement with or to give any guarantee to the holders of baronial guaranteed shares, that the dividends at the guaranteed rate on such shares shall be paid on any date or dates to be fixed by the railway company, or otherwise to guarantee or undertake the payment or punctual payment of the dividends on such shares. And the railway company shall have power by any such agreement or guarantee or for the purposes thereof, to charge or bind all or any of the undertakings and property of the railway company other than the transferred undertaking, and shall have power, from time to time, to apply any of the income or profits, or accumulated income or profits of all or any of the undertakings or property of the railway company, in advancing or paying to the holders of the baronial guaranteed shares the amount of the dividends thereon at the rate aforesaid, as the same shall from time to time become due, or upon such date or dates as shall be fixed by the railway company, but any such charge or obligation upon the undertakings and property of the railway company, created by any such agreement or guarantee, and any such application of the income or profits thereof in payments of such dividends shall be subject to the rights of the holders of any existing debentures, debenture stock, guaranteed or preference stock or shares of the railway company, and in the event of the railway company advancing or paying any sum in respect of such dividends, out of any source other than the net profits of the transferred undertaking, such advance or payment shall not prejudice or affect the liability of any baronies in respect of such dividends, or any presentment to be made in respect thereof, but the railway company shall be entitled to receive in repayment of any such advance or payment any sums chargeable upon such baronies in respect of such dividends so advanced or paid by the railway company, and which the said baronies would have been liable to pay if the amount of such dividends had not been advanced or paid by the railway company.
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Dividends on baronial guaranteed shares.
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13. The net receipts from time to time of the transferred undertaking applicable to dividend shall be applied in the first place in payment of dividend on the baronial guaranteed shares at the rate prescribed in the presentment of the grand jury by which the guarantee shall have been given, and subject to any agreement or guarantee which may be made or given by the railway company under this Act the holders of those shares shall not be entitled to any dividend out of any receipts or profits of the railway company other than the net profits of the transferred undertaking. And the holders of the baronial guaranteed shares shall not be entitled in respect thereof to any dividend in excess of the said prescribed rate, but the surplus net profits of the transferred undertaking in any half-year after payment of a dividend at the said prescribed rate on the baronial guaranteed shares, and subject to the rights of the baronies under the fifth section of the Act of 1883 shall belong to the railway company, and may be applied by them accordingly.
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Order in Council giving powers to railway company.
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14. Where the Railway and Canal Commission have approved of the agreement for transfer, the Lord Lieutenant in Council may, on the application of the railway company, make and settle an Order in Council authorising the railway company to do all or any of the following matters; (that is to say,)
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(1) To raise from time to time additional capital by the issue of new stock or shares other than the baronial guaranteed shares:
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(2) To borrow money on mortgage of the transferred undertaking, or of the company’s other undertakings, or any of them, or on any combination of such securities;
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(3) To create and issue debenture stock.
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All powers conferred upon the railway company by such order shall be exercised in conformity with such conditions and with and subject to such limitations and powers as may be prescribed by the order.
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Such order shall only be made where the railway company establishes to the satisfaction of the Lord Lieutenant in Council that a copy of the proposed order has been submitted to the proprietors of the railway company, held specially for that purpose, as if such order were a Bill promoted in Parliament by the railway company, and that all matters and things have been done and have happened, and all times have elapsed which if such order were a Bill so promoted as aforesaid, should have been done, and have happened, and elapsed in order to constitute compliance with the standing orders of Parliament applicable to Bills promoted by railway companies for the like purposes as those referred to in this section.
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Application of money.
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15. All money raised under any order of the Lord Lieutenant in Council made in pursuance of this Act, whether by shares, debenture stock, or borrowing, shall be applied for the purposes of the transferred undertaking only.
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Power to Lord Lieutenant to make rules.
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16. It shall be lawful for the Lord Lieutenant in Council by order to make . such general rules as may seem fit for the effectual execution of this Act, and also for fixing the amount of any fees, and the allowance, taxation, and payment of any costs, charges, and expenses to be taken, allowed, and paid under this Act, and for the remuneration of any auditor or other person employed in the execution of this Act, under the direction and authority of a grand jury . but no such rules shall have any effect until the expiration of one month after the same shall have been published in the Dublin Gazette and laid before both Houses of Parliament.
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Taking possession of land.
14 & 15 Vict. c 70.
23 & 24 Vict. c. 97.
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17. Where the Treasury in pursuance of the Light Railways (Ireland) Act, 1889, have agreed with the promoters of any light railway that the undertaking of the promoters shall be aided by a capital sum out of public money, the promoters, before the arbitrator has framed his draft award, may enter upon any land which they are authorised to take, on depositing in the Bank of Ireland such sum as may be certified to be proper by such valuer as may be appointed for the purpose by the Commissioners of Public Works, and the Treasury on the request of the promoters shall cause to be paid into the Bank, out of such capital sum, any sum required to be deposited in the Bank for the above purpose, and the Railways Acts (Ireland), 1851 and 1860, and the Acts amending the same, shall, as amended by this section, apply accordingly.
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Interpretation.
23 & 24 Vict. c. 152.
24 & 25 Vict. c. 102.
34 & 35 Vict. c. 114.
44 & 45 Vict. c. 17.
46 & 47 Vict. c. 43.
52 & 53 Vict. c. 66.
53 & 54 Vict. c. 52.
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18. In this Act, unless there is something inconsistent in the context—
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The expression “the railway company” shall mean any railway company who shall have entered or may hereafter enter into an agreement with the promoters of any tramway or railway undertaking under the Tramways (Ireland) Acts which shall have been approved by any grand jury for the transfer of such undertaking to such railway company:
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The expression “the Tramways (Ireland) Acts” means the Tramways (Ireland) Act, 1860, the Tramways (Ireland) Amendment Act, 1861, the Tramways (Ireland) Amendment Act, 1871, the Tramways (Ireland) Amendment Act, 1881, the Tramways and Public Companies (Ireland) Act, 1883, the Light Railways (Ireland) Act, 1889, and the Railways (Ireland) Act, 1890.
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Short title.
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19. This Act may be cited as the Transfer of Railways (Ireland) Act, 1890.
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[1 Short title, “The Transfer of Railways (Ireland) Act,1890;” see s. 19.]
[2 This and other expressions in this Act were altered by the Local Government (Adaptation of Irish Enactments) Order, 1899, Stat. Rules and Orders Rev., 1904, VII., “Local Government I.,” p. 40.] |
