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A.D. 1927.

(d) the dividends, if any, paid by the company on each class of shares or stock during each of the three financial years immediately preceding the offer, and if no dividend has been paid in respect of shares or stock of any particular class 5 during any of those years, a statement to that effect;

(e) the total amount of any debentures issued by the company and outstanding at the date of the statement, together with the rate of interest 10 payable thereon;

(f) the names and addresses of the directors of the company and of any person occupying the position of director of the company;

(g) whether or not the shares offered are fully paid 15 up, and, if not, to what extent they are paid


(h) whether or not the shares are quoted on, or
permission to deal therein has been granted
by any, recognised stock exchange in Great 20
Britain or elsewhere, and, if so, which, and, if
not, a statement that they are not so quoted or
that no such permission has been granted;

(i) where the offer relates to units representing a
share or a fraction of a share, particulars of 25
the names and addresses of the persons in
whom the shares represented by the units are
vested, the date of and the parties to any docu-
ment defining the terms on which those shares
are held, and an address in Great Britain where 30
that document or a copy thereof can be

In this subsection the expression "company
"" means
the company by which the shares to which the statement
relates were or are to be issued.


(5) If any person acts, or incites, causes or procures any person to act, in contravention of this section he shall be liable to imprisonment for a term not exceeding six months or to a fine not exceeding two hundred pounds or to both such imprisonment and fine, and in 40 the case of a second or subsequent offence to imprison

ment for a term not exceeding twelve months or to a fine A.D. 1927. not exceeding five hundred pounds, or to both such imprisonment and fine.

(6) Where a person convicted of an offence under 5 this section is a company (whether a company within the meaning of the principal Act or not), every director and every officer concerned in the management of the company shall be guilty of the like offence unless he proves that the act constituting the offence took place 10 without his knowledge or consent.

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"shares means

(7) In this section the expression the shares of a company, whether a company within the meaning of the principal Act or not, and includes stock, bonds, debentures, debenture stock and other securities, 15 and the expression "unit" means any right or interest (by whatever name called) in a share.

(8) If any person is convicted of having made an offer in contravention of the provisions of this section, the court before which he is convicted may order that 20 any contract made as a result of the offer shall be void, and, where it makes any such order, may give such consequential directions as it thinks proper for the repayment of any money or the retransfer of any shares.

86. It is hereby declared that a person shall not Giving of 25 be deemed to be within the meaning of any provision in professional this Act or in any other enactment amending the advice not principal Act a person in accordance with whose direc- to constitute tions or instructions the directors of a company are director of accustomed to act, by reason only that the directors of 30 the company act on advice given by him in a professional capacity.

person a

a company.

87. Nothing in this Act relating to the institution Saving as to of criminal proceedings by the Director of Public private Prosecutions shall be taken to preclude any person from prosecutors. 35 instituting or carrying on any such proceedings.


88. Where proceedings are instituted under this Saving for Act against any person by the Director of Public Pro- privileged secutions, nothing in this Act shall be taken to require cations. any person who has acted as solicitor for the defendant 40 to disclose any privileged communication made to him in that capacity.

A.D. 1927.

Amendment of ss. 135

and 136 of principal Act.

[R. 9 (p.66).]


89. The following section shall be substituted for section one hundred and thirty-five of the principal Act (which relates to jurisdiction to wind up companies in Scotland), and section one hundred and thirty-six of the 5 principal Act shall have effect as if the words "the Court of Session" were substituted for the words "the court in Scotland":

-(1) The Court of Session shall have jurisdiction to wind up any company registered in 10 Scotland.

(2) When the Court of Session is in vacation the jurisdiction conferred on that court by this section may, subject to the provisions of this Act, be exercised by the Lord Ordinary on the Bills.


(3) Where the amount of the share capital of a company paid up or credited as paid up does not exceed ten thousand pounds, the sheriff court of the sheriffdom in which the registered office of the company is situate shall have concurrent juris- 20 diction with the Court of Session to wind up the company:


(i) that it shall be lawful to the Court of Session, if it shall appear to the court 25 having regard to the amount of the assets of the company expedient to do so, to remit to the sheriff court any petition presented to the Court of Session for winding up any such company, or to 30 require any such petition presented to the sheriff court to be remitted to the Court of Session; and

(ii) that in a winding up in the sheriff court it shall be lawful for the sheriff court 35 to submit a stated case for the opinion of the Court of Session on any question of law arising in that winding-up.

(4) The Court of Session may from time to time by Act of Sederunt under section two 40 hundred and thirty-eight of this Act regulate the


procedure in proceedings under this Act in that A.D. 1927.
court or in the sheriff court, including appeals
from the sheriff court.

(5) For the purposes of this section, the ex-
pression "registered office" means the place which
has longest been the registered office of the com-
pany during the six months immediately preceding
the presentation of the petition for winding up.

90.-(1) Subsection (2) of section one hundred and Application 10 fifty-one of the principal Act (which relates to the powers to Scotland of liquidators), in so far as it requires the sanction of the of s. 151 of court to the exercise by the liquidator of a company Act. principal which is being wound up in Scotland, of any power to realise the assets or sell the property of the company 15 shall cease to have effect.

(2) Subsection (3) of the said section shall apply to the exercise by the liquidator in a winding up by the court in Scotland of any power conferred by the said section which the liquidator is enabled by any provision 20 of this Act to exercise without the sanction of the court.

[R. 8 (p.67).]

91. The Court of Session shall have power by Act Rules for of Sederunt to make general rules for carrying into effect winding-up in Scotland, the objects of the principal Act and this Act so far as relates to the winding-up of companies in Scotland, and 25 subsection (2) of section two hundred and thirty-seven of the principal Act shall apply to such general rules in like manner as it applies to general rules made under subsection (1) of that section.

92. For section two hundred and eight of the principal Amendment 30 Act (which relates to the ranking of claims in Scotland), of s. 208 of the following section shall be substituted :



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principal Act.

In the winding up of a company regis- [R. 4 (p.64).] tered in Scotland, the following provisions of the Bankruptcy (Scotland) Act, 1913, shall so far as is consistent with this Act apply in like manner as they apply in the sequestration of a bankrupt's estate, with the substitution of references to winding up for references to sequestration, of references to the court for references to the sheriff, of references to the liquidator for

A.D. 1927.



company for references to the bankrupt, and with any other necessary modifications:

(a) The provisions of sections forty-five to sixty-two regarding voting and ranking for payment of dividends;

(b) Sections ninety-six and one hundred and five, which respectively relate to the reckoning of majorities and to the interruption of prescription.


93. In the application to Scotland of section two 10 to Scotland hundred and ten of the principal Act (which relates to of s. 210 of fraudulent preferences), the expression "fraudulent preprincipal ference" shall include any alienation or preference which is voidable by statute or at common law on the ground of insolvency or notour bankruptcy, and the 15 expression bankruptcy petition" shall mean petition for sequestration.

[R. 6 (p.65).]


of s. 213 of principal Act.

[R. 5 (p.64).]


94. Section two hundred and thirteen of the principal Act shall be amended as follows:

(a) The words "by or subject to the supervision of 20 "the court" shall cease to have effect;

(b) The following paragraph shall be substituted for paragraph (1):

(1) The winding up shall in the case of a winding up by the court (except where the 25 order for such winding up was made while the company was being voluntarily wound up) as at the date of its commencement, and in the case of a voluntary winding up (whether or not an order for winding up by or subject 30 to the supervision of the court has afterwards been made) as at the date of the resolution authorising the winding up, be equivalent to an arrestment in execution and decree of furthcoming, and to an executed or 35 completed poinding; and no arrestment or poinding of the funds or effects of the company executed on or after the sixtieth day prior to the date of such commencement or of such resolution, as the case may be, shall 40 be effectual; and those funds or effects or the proceeds of those effects if sold shall be

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