S.I. No. 320/1956:

WATERFORD GAS ORDER, 1956.

WATERFORD GAS ORDER, 1956.

I, WILLIAM NORTON, Minister for Industry and Commerce, in exercise of the power conferred on me by section 10 of the Gas Regulation Act, 1920, hereby order as follows :

1. (1) This Order may be cited as the Waterford Gas Order, 1956.

(2) This Order shall come into operation on the 17th day of December, 1956.

(3) The City of Waterford Gas Act, 1858, the City of Waterford. Gas Act, 1877, the City of Waterford Gas Act, 1898, the City of Waterford Gas Company (Capital Issues) Consent, 1921, (S.R. and O. 1921 No. 585), the Waterford Gas (Charges) Order, 1922 ( S. R. & O. No. 7 of 1922 ), the Waterford Gas Order, 1949 ( S.I. No. 80 of 1949 ) and this Order may be cited together as the City of Waterford Gas Acts and Orders 1858 to 1956.

2. (1) The following enactments so far as the same are applicable for the purposes of this Order and are not inconsistent with the provisions of the Gas Regulation Act, 1920, or of any Act or Order referred to in the preceding article except where expressly varied by this Order are hereby incorporated with this Order namely :--

The Companies Clauses Consolidation Act, 1845 ;

Parts I, II and III of the Companies Clauses Act, 1863, as amended by subsequent Acts ;

The Land Clauses Acts, except so much thereof as relates to the purchase and taking of lands otherwise than by agreement and to the entry upon lands by the promoters of the undertaking ;

The Gasworks Clauses Act, 1847 ;

The Gasworks Clauses Act, 1871.

For the purposes of such incorporation the term " special Act " in the said Acts respectively shall be construed to mean this Order and the term " the Undertakers " shall mean the Company.

(2) The Interpretation Act, 1937 (No. 38 of 1937), applies to this Order.

3. In this Order--

the several words and expressions to which meanings are assigned by the Acts wholly or partially incorporated herewith or by the Gas and Water Works Facilities Act, 1870, or by the Gas Regulation Act, 1920, have the same respective meanings, unless there be something in the subject or context repugnant to such construction ;

" the Act of 1858 " means the City of Waterford Gas Act, 1858 ;

" the Act of 1877 " means the City of Waterford Gas Act, 1877 ;

" the Act of 1898 " means the City of Waterford Gas Act, 1898 ;

" the Consent of 1921 " means the City of Waterford Gas Company (Capital Issues) Consent, 1921 (S.R. & O. 1921 No. 585) ;

" the Order of 1949 " means the Waterford Gas Order, 1949 ;

" the Company " means the City of Waterford Gas Company ;

" the Undertaking " means the undertaking authorised by the Acts of 1858, 1877 and 1898 and the Order of 1949 and this Order and shall include the Gasworks and Works connected therewith by the Acts of 1858, 1877 and 1898 authorised to be maintained and constructed ;

" the Minister " means the Minister for Industry and Commerce ;

" the Directors " means the Directors of the Company ;

" Local Authority " includes a county council, council of a county borough, urban district council and the Commissioners of a town and any public body which is established by or in pursuance of any statute to perform any of the functions of any of the above named bodies.

4. The Capital of the Company shall be £250,000 stock consisting of £80,400 consolidated stock (old stock) and £169,600 (new stock) to be raised in the manner hereinafter mentioned. Nothing herein contained shall affect the right of the Company to issue at its discretion the £2,879 old stock now remaining unissued.

5. (1) The Company may raise the said new stock of £169,600 (hereinafter referred to as " the new capital ") by the creation and issue of new stock (other than terminable loans or debenture stock) and the Company may create and issue such new stock either wholly or partially as ordinary stock or wholly or partially as preference stock in such manner and at such time or times and otherwise as the Directors of the Company shall determine and notwithstanding anything contained in the Companies (Clauses) Act, 1863, or in any other Act any such preference stock may bear such rate of dividend not exceeding £7 in respect of every £100 actually paid up of such stock and confer such priorities and privileges as to payment of dividend or repayment of Capital over any other stock as the Directors of the Company determine at the time or times of the creation or issue thereof.

(2) Sections 8, 10 and 11 of the City of Waterford Gas Act, 1898, shall apply to the new ordinary share capital to the same extent as the sections have effect in relation to the existing ordinary share capital.

6. Notwithstanding anything contained in section 12 of the Act of 1898 or any other enactment the Company may in issuing any stock under Article 5 of this Order dispose of same at such times and to such persons on such terms and conditions at such premium or at such discount and in such manner as the Directors of the Company think advantageous to the Company and they may fix or not fix a reserve price in respect of any such stock and sections 12 to 17 of the Act of 1898 shall not apply to the issue or disposal of any such stock.

7. All stock forming part of the new capital authorised by this Order shall form part of the general capital of the Company and save as is otherwise expressly provided by the terms of creation or issue holders thereof respectively shall in proportion to the amount of the new capital to which they are entitled be subject and entitled to like powers provisions liabilities rights privileges and incidents in all respects as holders of the stock of the Company existing at the date of this Order.

8. Any sum of money which may arise from the issue of any stock under the provisions of this Order by way of premium after deducting therefrom the expenses of and incidental to such issue shall not be considered as profits of the undertaking but shall be expended in extending or improving the works of the undertakers or in paying off money borrowed or owing on mortgage by the undertakers and shall not be considered as part of the capital of the undertakers entitled to dividend.

9. Notwithstanding anything in any Act or Order relating to the Company the Company may from time to time subject to the provisions of this Order borrow for the purpose of the undertaking by mortgage of the undertaking or by the issue of debentures or debenture stock (redeemable or irredeemable) a sum or sums not exceeding in the whole (when added to any money so borrowed and outstanding at the date or respective date on which the Company exercises such powers) the aggregate amount of the paid up capital of the Company whether ordinary or preference but it shall not be necessary for the Company to obtain a certificate under section 40 of the Companies Clauses Consolidation Act, 1845, in connection with or as a condition of any such borrowing or the creation and issue of any such debenture or debenture stock.

10. The Directors of the Company may if they think fit in any year before distributing any dividend to the Company's stockholders set aside out of the net profits of the Company a sum not exceeding £12,500 and the sums so from time to time set aside shall be and form a redemption fund which the Directors shall apply in such sums and at such times and in such manner as they think fit in redeeming the whole or any part of any bank overdraft loan mortgage debenture or debenture stock raised or created by the Company under the Act of 1877 or the Act of 1898 or the Consent of 1921 or the Order of 1949 or this Order, or any future Order.

11. Notwithstanding anything contained in section 22 of the Act of 1898 all mortgages and debentures created by the Company in pursuance of the Act of 1877 or the Act of 1898 or the Consent of 1921 or the Order of 1949 and subsisting at the date of this Order shall during the continuance of such debentures or mortgages have priority over debentures or mortgages created by virtue of this Order.

12. Sections 23, 24, 25 and 26 of the Act of 1898 shall apply with the necessary modifications to the power of borrowing conferred on the Company by this Order as if the said sections were with those modifications set out in this Order provided however that in order to authorise the appointment of a Receiver in respect of arrears of principal the amount owing to the mortgagees or debenture holders by whom application for a Receiver is made shall not be less in the whole than one-tenth of the total amount borrowed or twenty thousand pounds in the whole whichever is the less.

13. The Company may contract with any Local Authority Company or person for the supply by the Company to them or for the supply to the Company by them of gas in bulk upon such terms and conditions as may be agreed upon.

14. (1) Except in the case of a Director retiring by rotation and offering himself or being proposed for re-election, no person shall be capable of being elected a Director of the Company unless notice in writing that such person intends to offer himself or will be proposed for the office of Director has been given to the Secretary or left at the office of the Company fourteen days at least before the day of election.

(2) The continuing Directors may act notwithstanding any vacancy or vacancies in their body, but so that if at any time the number of Directors of the Company holding office shall be less than three as prescribed by section 12 of the Act of 1858 the Director or Directors shall not except for the purpose of filling a vacancy or vacancies and allotting stock to any proposed Director or Directors act so long as the number is below such minimum.

15. The Company may in General Meeting from time to time by resolution capitalise the undistributed profits of the Company by making an issue of ordinary stock to be distributed by way of bonus to the holders for the time being of the consolidated stock of the Company.

GIVEN under my Official Seal this 17th day of December, 1956.

(Sd.) WILLIAM NORTON,

Minister for Industry and Commerce

EXPLANATORY NOTE.

This Order amends certain provisions of certain Private Acts relating to the City of Waterford Gas Company and of certain Public General Acts in so far as such provisions apply to the Company. The principal effects of the Order are to increase the authorised share capital of the Company, to increase the Company's permitted borrowing powers, to increase the amount which may be set aside annually, towards a fund for the redemption of loans, mortgages and debentures, and to make provision for the capitalisation of undistributed profits by the issue of Ordinary stock by way of bonus to existing stockholders.