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REGULATION OF RAILWAYS ACT 1868 - SECT 13

Power to divide paid-up ordinary stock into preferred and deferred ordinary stock.

13. Any company which in the year immediately preceding has paid a dividend on
their ordinary stock of not less than three pounds per centum per annum may,
pursuant to the resolution of an extraordinary general meeting, divide their
paid-up ordinary stock into two classes, to be and to be called the one
preferred ordinary stock, and the other deferred ordinary stock, and issue the
same subject and according to the following provisions, and with the following
consequences; (that is to say,)

(1)Preferred and deferred ordinary stock shall be issued only in substitution
for equal amounts of paid-up ordinary stock and by way of division of portions
of ordinary stock into two equal parts:

(2)Such division may be made at any time, on the request in writing of the
holder of paid-up ordinary stock, but not otherwise; and such request may
apply to the whole of the ordinary stock of such holder, or to any portion
thereof divisible into twentieth parts:

(3)Preferred ordinary stock and deferred ordinary stock shall not be issued
except in sums of ten pounds or multiples of ten pounds:

(4)The certificates for any ordinary stock divided into preferred and deferred
ordinary stock shall before such division be delivered up to the company, and
shall be cancelled by them, and certificates for preferred ordinary stock and
deferred ordinary stock shall be issued gratis in exchange by the company:

(5)If in any case there is any part of the ordinary stock held by a
stockholder comprised in one certificate which he does not desire to be
divided, or which is incapable of division, under the provisions of this Act,
the company shall issue to him gratis a certificate for that amount as
ordinary stock:

(6)As between preferred ordinary stock and deferred ordinary stock, preferred
ordinary stock shall bear a fixed maximum dividend at the rate of six per
centum per annum:

(7)In respect of dividend to the extent of the maximum aforesaid, preferred
ordinary stock shall at the time of its creation, and at all times afterwards,
have priority over deferred ordinary stock created or to be created, and shall
rank pari passu with the undivided ordinary stock and the ordinary shares of
the company created or to be created; and in respect of dividend, preferred
ordinary stock shall at all times and to all intents rank after all preference
and guaranteed stock and shares of the company created or to be created:

(8)In each year after all holders of preferred ordinary stock for the time
being issued have received in full the maximum dividend aforesaid, all holders
of deferred ordinary stock for the time being issued shall, in respect of all
dividend exceeding that maximum paid by the company in that year on ordinary
stock and shares, rank pari passu with the holders of undivided ordinary stock
and of ordinary shares of the company for the time being issued:

(9)If, nevertheless, in any year ending on the thirty-first day of December
there are not profits available for payment to all the holders of preferred
ordinary stock of the maximum dividend aforesaid, no part of the deficiency
shall be made good out of the profits of any subsequent year, or out of any
other funds of the company:

<(10)Preferred ordinary stock and deferred ordinary stock from time to time shall confer such right of voting at meetings of the company, and shall confer and have all such other rights, qualifications, privileges, liabilities, and incidents, as from time to time attach and are incident to undivided ordinary stock of the company:


<(11)The terms and conditions on which any preferred ordinary stock or deferred ordinary stock is issued shall be stated on the certificate thereof:


<(12)Preferred ordinary stock and deferred ordinary stock shall respectively be held on the same trusts, and subject to the same charges and liabilities, as those on and subject to which the ordinary stock in substitution for which the same are issued was held immediately before the substitution, and so as to give effect to any testamentary or other disposition of or affecting such ordinary stock.


Limitation of liability of company during sea transit, by condition
conspicuously posted in booking office and printed on receipt or freight note.

© 1868 Crown Copyright

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