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30 1929

AGRICULTURAL CREDIT ACT, 1929

PART II.

Financial.

Division of capital of the Corporation.

2. —(1) Notwithstanding anything contained in the Principal Act, it shall be lawful for the Corporation, subject to the limitations imposed by this section, to divide its capital into “A shares” and “B shares” and to make such division effective as on and from the allotment of such shares and for those purposes to make such alterations as may be requisite in its memorandum and articles of association.

(2) The division of the capital of the Corporation under this section shall not, without the sanction of the Minister, be made otherwise than in the proportion of five hundred and twenty-five A shares to every four hundred and seventy-five B shares.

(3) On any such division of the capital of the Corporation, no share which is held by a person other than the Minister at the time of making such division shall be included in the B shares.

Increase of capital of the Corporation.

3. —(1) Notwithstanding anything to the contrary contained in the Principal Act, it shall be lawful for the Corporation to increase its capital to a total of £1,000,000 (one million pounds) divided into one million shares of one pound each and for that purpose to make such alterations as may be requisite in its memorandum and articles of association and in particular to make such alterations in its memorandum and articles of association as may be necessary to authorise the directors to issue in accordance with this section five hundred thousand shares (in this Act referred to as new shares) of one pound each ranking pari passu with the shares (in this Act referred to as old shares) issued under the Principal Act before the passing of this Act.

(2) If the capital of the Corporation is divided into A shares and B shares before the issue of the new shares, such new shares shall be divided into A shares and B shares in the same proportions as the old shares are so divided and in such case shall be issued as A shares and B shares accordingly.

(3) The new shares shall be offered at the one time in such manner as the directors shall think fit for subscription by the holders of the old shares, and all or any of the new shares not subscribed for by such holders may, if the directors so think fit, and shall, if the Minister so requires, be offered at the one time in such manner as the directors think fit for subscription by members of the general public.

(4) All new shares not subscribed for by the holders of old shares or by members of the general public (if offered for subscription by such members) shall, at the expiration of the time limited with the approval of the Minister for such subscriptions or the later of such subscriptions (as the case may be), be subscribed for by the Minister.

(5) The sum of one pound payable on every of the new shares shall be payable, as to five shillings thereof, on application for the share and, as to a further five shillings thereof, not less than twenty nor more than forty days after allotment and, as to the remainder thereof, at the time hereafter in this Act appointed.

Calling up of uncalled capital.

4. —(1) Notwithstanding anything contained in the Companies (Consolidation) Act, 1908, it shall be lawful for the Corporation by special resolution to provide that the sum of ten shillings of the sum of one pound payable on every share (including new shares as well as old shares) in the Corporation shall be payable if and when called up but shall be capable of being called up only in the event and for the purposes of the Corporation being wound up.

(2) If and when the Corporation has made such provision as is mentioned in the foregoing sub-section in respect of its uncalled capital, so much of sub-section (2) of section 4 of the Principal Act as enacts that ten shillings of the sum payable on every share in the Corporation shall be payable as and when called by the directors shall cease to have effect.

(3) The making of such provision as is mentioned in sub-section (1) of this section shall not be a reduction of the capital of the Corporation within the meaning of the Companies Acts, 1908 to 1924.

State liabilities for the capital of the Corporation.

5. —(1) Section 6 (which relates to the liability of the State for the capital of the Corporation) of the Principal Act shall apply to the new shares as well as to the old shares.

(2) The expression “paid-up capital” in section 6 of the Principal Act shall be construed as including capital paid-up in pursuance of a call made in the event and for the purposes of the Corporation being wound up.

Powers of Minister in respect of shares held by him.

6. Section 20 (which relates to the powers of the Minister in respect of shares held by him) of the Principal Act shall apply to new shares subscribed for by the Minister under this Act in like manner as it applies to old shares subscribed for by him under the Principal Act.

State liability for dividends on the capital of the Corporation.

7. —(1) Subject and without prejudice to the provisions of this Act in relation to the application of profits of the Corporation, the Corporation shall pay to its members dividends at the fixed rate of five per cent. per annum on the amount of its capital for the time being paid up and such dividends shall be paid by the Corporation half-yearly on such dates as shall be appointed for the purpose by the directors with the approval of the Minister.

(2) If, on any of the days appointed under this section for the payment of half-yearly dividends, the Corporation has not any or sufficient moneys available and applicable for payment of the dividends so payable on such day on all the shares of the Corporation which are on that day held by persons other than the Minister, the Corporation shall forthwith certify to the Minister the sum which with the moneys (if any) so available and applicable is required to pay such dividend on all such shares and upon receipt of such certificate the Minister shall pay to the Corporation the amount so certified by the Corporation and the moneys so paid to the Corporation shall be forthwith applied by the directors in or towards payment of the said dividends on such shares.

(3) If and when the Corporation is wound up the Minister shall be entitled in such winding-up to be paid out of the assets of the Corporation after the creditors of the Corporation have been paid in full the difference between the following sums, that is to say:—

(a) the aggregate of all moneys paid (whether before or after the passing of this Act) by the Minister to the Corporation under section 7 of the Principal Act or under this section for the purpose of paying dividends on shares not held by the Minister, together with the aggregate deficiency below five per cent. per annum of the sums paid (whether before or after the passing of this Act) by the Corporation to the Minister in respect of dividends on shares for the time being held by him, together with the aggregate of all moneys theretofore paid by the Minister under any guarantee given by him under section 15 of the Principal Act, and

(b) the aggregate of all bonuses or extra dividends paid by the Corporation on B shares.

All moneys paid to the Minister under this section in the winding-up of the Corporation shall be paid into the Exchequer.

(4) This section shall come into force immediately on the division of the capital of the Corporation into A shares and B shares under the authority in that behalf conferred by this Act, and upon this section coming into force section 7 of the Principal Act shall be repealed as on and from the 5th day of April, 1928 (being the day on which the Corporation commenced business) and this section shall be deemed to have come into force on and shall have effect as on and from the said 5th day of April, 1928 and so much of the moneys advanced under sub-section (2) of the said section 7 by the Minister to the Corporation before the coming into force of this section as were so advanced for the purpose of the payment in whole or in part of dividends on shares held by the Minister and were applied in such payment shall for the purposes of this Act and of the accounts of the Corporation be deemed never to have been so advanced and so much of the said dividends as were paid with such moneys shall for the purposes aforesaid be deemed never to have been paid.

Application of the profits of the Corporation.

8. —(1) If the Corporation shall divide its capital into A shares and B shares under the authority in that behalf conferred by this Act, it shall be lawful for the Corporation so to alter its articles of association that the net profits of the Corporation for the half-yearly accounting period commencing on the 1st day of November, 1928 and every subsequent half-yearly or other accounting period shall be deemed to have been and shall be applicable only for or towards the following purposes in the following order so far as such profits shall extend, that is to say:—

(a) firstly, in setting aside such sum as the directors shall think fit, not exceeding in respect of an accounting period ending before the 1st day of November, 1939 one-fifth of the net profits for such period and not exceeding in respect of any subsequent accounting period such proportion as the directors with the approval of the Minister shall think fit of the net profits for such accounting period,

(b) secondly, in paying a dividend at the rate of five per cent. per annum on the amount paid-up on the A shares,

(c) thirdly, in paying a dividend at the rate of five per cent. per annum on the amount paid up on the B shares,

(d) fourthly, in setting aside such sum as the directors shall think fit, not exceeding in any accounting period one-tenth of the balance of the said net profits for such period remaining after making the provisions and payments above-mentioned,

(e) fifthly, in paying such extra dividend or bonus on the B shares as the directors shall think fit, not exceeding in any accounting period such sum as with all sums theretofore paid by way of such extra dividend or bonus will amount to the total of the aggregate of all moneys paid up to the end of such accounting period by the Minister to the Corporation for the purpose of paying dividends on A shares together with the aggregate deficiency below five per cent. per annum of the sums theretofore paid by the Corporation to the Minister in respect of dividends on A shares for the time being held by him together with the aggregate of all moneys theretofore paid by the Minister under any guarantee given by him under section 15 of the Principal Act.

(2) Alterations made by the Corporation in its articles of association under the foregoing sub-section may also provide (in addition to the matters mentioned in that sub-section) that all sums set aside under provisions inserted in the said articles in pursuance of paragraphs (a) and (d) of the said sub-section and also all (if any) profits remaining after making the several provisions and payments mentioned in the said sub-section may be applied in such manner as the directors think fit for any purpose for which profits of the Corporation may lawfully be applied.

Amendment of the Principal Act in relation to certificates of charge.

9. —(1) It shall be lawful for the Corporation so to alter its memorandum and articles of association that the provisions set forth in the Schedule to the Principal Act or other provisions to the same effect now contained in the said memorandum and articles of association shall not apply to certificates of charge issued by the Corporation after the date on which such alterations take effect or any later date specified in that behalf in and by such alterations and that the following provisions or other provisions to the same effect shall apply to all such certificates of charge, that is to say:—

(a) certificates of charge may be issued under that name or under any other name which the directors think suitable and a series of certificates of charge shall consist of certificates of such total nominal amount as the directors with the approval of the Minister shall think proper divided into certificates of such amount or different amounts as the directors with such approval shall think proper;

(b) certificates of charge may be made transferable by deed, delivery or otherwise or partly in one such way and partly in another such way as the directors with the approval of the Minister shall think fit to prescribe;

(c) all certificates of charge shall be secured by a trust deed or other instrument approved by the Minister whereby such certificates of charge become and are a floating charge on all the assets (with such exceptions and subject to such dealings by the Corporation as the Minister may approve) of the Corporation in priority to all debentures and debenture stock theretofore or thereafter issued by the Corporation and whereby such powers as the Minister may require are conferred on trustees for securing the due payment of the principal of such certificates of charge and the interest thereon and wherein such other provisions as the Minister may require are contained for or incidental to the securing such repayment;

(d) the number of the trustees mentioned in the foregoing paragraph shall be such even number as the directors think fit and one-half of such trustees shall always be nominated by the Minister and the other half of such trustees shall always be nominated by the directors;

(e) before issuing a series of certificates of charge the directors shall (unless the Minister authorises such series to be issued without any guarantee by him) submit the terms of such proposed issue to the Minister for the purpose of receiving from him such guarantee as he is authorised by the Principal Act to give, and if and when such guarantee is given the directors may issue such certificates of charge on the terms so submitted to the Minister.

(2) Sub-section (3) of section 15 of the Principal Act is hereby repealed and in lieu thereof it is hereby enacted that—

(a) the total amount which, in any yearly period for which the accounts of the Corporation are made up, is borrowed by the Corporation on the security of certificates of charge guaranteed by the Minister under the said section 15 and is so borrowed for making loans to the persons and for the purposes authorised by section 12 of the Principal Act, shall not exceed the sum of one million pounds;

(b) the total amount owing at any one time by the Corporation on the security of certificates of charge guaranteed by the Minister under the said section 15 shall not (save as is hereinafter authorised) exceed seven million five hundred thousand pounds;

(c) the Corporation may, with the sanction of the Minister, borrow money on the security of certificates of charge guaranteed as aforesaid in excess of the limit mentioned in the foregoing paragraph where such money is so borrowed for the purpose of repaying part of the amount then owing by the Corporation on the security of certificates of charge previously issued and such conditions as the Minister may prescribe for securing the application of such money to the purpose aforesaid are complied with.

(3) Certificates of charge issued by the Corporation after the making of the alterations authorised by sub-section (1) of this section to be made in the memorandum and articles of association of the Corporation shall not be bills of sale within the meaning of the Bills of Sale (Ireland) Acts, 1879 and 1883, and those Acts shall not apply to any such certificates of charge.

Amendments of the Schedule to the Principal Act.

10. —(1) So much of paragraph 5 of the Schedule to the Principal Act as relates to the nomination of trustees is hereby repealed and in lieu thereof it is hereby enacted that one-half of the trustees mentioned in that paragraph shall always be nominated by the Minister and the other half of such trustees shall always be nominated by the directors.

(2) Paragraph 9 of the Schedule to the Principal Act shall be construed and have effect as if the words “subject to the restriction that no such certificate shall be issued at a less price than the amount of the principal sum secured thereby” were omitted therefrom.

Payment of expenses of the formation of the Corporation.

11. —There shall be charged upon and paid out of the Central Fund or the growing produce thereof to the Corporation as soon as may be after the passing of this Act the sum of five thousand pounds which shall be applied by the Corporation in or towards paying the expenses of the promotion, formation, and registration of the Corporation and the other preliminary expenses of the Corporation, or, if and so far as such expenses have been paid, in recouping to the Corporation and other persons by whom such expenses were paid the amounts paid by them respectively on foot of such expenses.

Charge of moneys on Central Fund.

12. —(1) All moneys required to meet—

(a) payments required to be made by the Minister to the Corporation in respect of shares of the Corporation subscribed for by him under this Act, or

(b) sums required by section 6 of the Principal Act as applied by this Act to be provided and paid by the Minister to the liquidator in the winding-up of the Corporation, or

(c) sums required by this Act to be paid by the Minister to the Corporation for or towards the payment of dividends on shares of the Corporation,

shall be charged on and paid out of the Central Fund or the growing produce thereof.

(2) The Minister may, for the purpose of providing for the payment of sums charged on the Central Fund under this section, or for the repayment to that Fund of all or any part of the sums so advanced, or for paying off any securities issued under this section so far as such payment is not otherwise provided for, borrow money by means of the issue of such securities as he thinks proper, and all sums so borrowed shall be paid into the Exchequer.

(3) The principal of and interest on all securities issued under this section shall be charged on and payable out of the Central Fund or the growing produce thereof.

Alteration of memorandum and articles of association of the Corporation.

13. —(1) In addition to the alterations specifically authorised by this Act to be made in the memorandum and the articles of association of the Corporation, it shall be lawful for the Corporation to make all such other alterations in its memorandum and articles of association as are necessary or proper by way of supplement to or in consequence of any alteration so specifically authorised and also all such other alterations as shall be necessary or proper to give effect to the provisions of this Act.

(2) Sub-section (2) of section 10 of the Principal Act shall not apply to alterations made in the memorandum or the articles of association of the Corporation under or in pursuance of this Act and in lieu thereof it is hereby enacted that all such alterations shall be in such form consistent with this Act as shall be approved by the Minister and the Minister for Agriculture.

(3) Section 9 of the Companies (Consolidation) Act, 1908, shall not apply in respect of any alteration authorised by this Act to be made by the Corporation in its memorandum of association and in lieu thereof it is hereby enacted that every such alteration may be made by special resolution as defined by section 69 of the Companies (Consolidation) Act, 1908, and that, in addition to complying with section 70 of that Act, the Corporation shall, within the time mentioned in that section, deliver to the registrar of companies a printed copy of the memorandum as so altered and such registrar shall register the same and shall certify the registration under his hand and such certificate shall be conclusive evidence that all the requirements of that Act as amended by this section with respect to such alteration have been complied with and thenceforth the memorandum as so altered shall be the memorandum of the Corporation.

(4) Section 45 of the Companies (Consolidation) Act, 1908, shall not apply in respect of any increase or division of the capital of the Corporation authorised by this Act and in lieu thereof it is hereby enacted that any such increase or division may be effected by special resolution as defined by section 69 of the Companies (Consolidation) Act, 1908.