East Demerara Water Conservancy Loan Regulations

24 Cap. 55:03 LAWS OF GUYANA East Demerara Water Conservancy SUBSIDIARY LEGISLATION Reg. 15/8/1936 Citation. Interpreta tion. Issue of approved loan. Method of borrowing and nature of bond issue. EAST DEMERARA WATER CONSERVANCY LOAN REG ULATIONS made under section 25 1. These Regulations may be cited as the East Demerara Water Conservancy Loan Regulations. 2. In these Regulations "the Board" means the East Demerara Water Conservancy Board constituted by section 4 of the Act; "bonds" and "bond issue" mean the issue of loan certificates by the Board more specifically referred to in the First Schedule to the Trust Deed; "Joan" means a loan raised by the Board pursuant to section 19 (3) of the Act; "Trust Deed" means the instrument set out in the Schedule; "the Trustees" means the party of the second part or their nominees as designated in the preamble to the Trust Deed and in clause 14 thereof. 3. The loan authorised by section 19 (3) of the Act for the purposes set out in section 19 (I) of the said Act shall be raised in accordance with regulation 4. 4. Such loan shall be borrowed from and through the Trustees by means of a bond issue, and the bonds issued by the Board, as to their nature, form and denominations and as to the conditions of their renewal and cancellation, and in all other respects whatsoever shall, subject to the Act, be regulated and determined as between the Board, the Trustees and the bondholders in the manner set out in the Trust Deed and in the Schedules annexed thereto. LAWS OF GUVANA East Demerara Water Conservancy East Demerara Water Conservancy Loan Regulatkms SCHEDULE TRUST DEED Cap. 55:03 25 ISubsidiary I reg, 4 This trust deed made at Georgetown, in the Colony of British Guiana the ....dayof 1936, between THE EAST DEMERARA WATER CONSERVANCY BOA RD (hereinafter called "the Board") of the one part, BOOKER BROTH[f~S McCONNELL AND COMPANY, LIMITED, a Company registered in England but carrying on business in this Colony at lot 52, Water Street. Georgetown. and appearing herein by their duly constituted Attorney-Frank Alexander Mackey, (hereinafter called "the Trustees") of the other part. WHEREAS the Board is carrying out certain works in pursuance of section 19* of the East Demerara Water Conservancy Ordinance, 1935,** with the approval and consent of the Governor in Council and is authorised under the said Ordinance to raise a loan not exceeding $215,000 to defray the cost thereof-> AND Wmlu'As it has been determined and resolved by the Board with the approval of the Governor in Council to borrow from and through the Trustees the sum of $215,000 (which sum and the sum for the time being owing hereunder is hereinafter referred to as the "principal moneys") to defray the cost of the said works and to secure repayment of the principal moneys with interest thereon at the rate of FOll R PER CENT per ill1l1l1111 in manner herein set out AND WHFREAS it has been arranged that the principal moneys are to he raised from time to time and as the said works proceed hy the issue of Loan Certificates of $500 each under the provisions of this Deed and that the first issue of these Certificates shall be a n issue of Ion Certificates Now TillS DEFD \\/11 NESSEIII as f(lllo\\s I. The Board hereby acknowledges its indebtedness to the holders of Loan Certificates in respect (Jf the various principal moneys appearing due to them for the time being by the register and covenants with the Trustees that the Board will on the 1st day of July, 1963,or on such earlier day as the said principal moneys shall become payable to the said holders under this Deed pay to the said holders at the registered office of the Trustees in Georgetown the principal moneys due to the said holders respectively and hereby secured and will in the meanwhile pay interest to the said holders at the rate of 4 (four) per cent /,C/" (/JIIIIIIII half-yearly on the I st day ()f January and the lst day of July in each year; the first of such payments to he made on the first of such half..yearly dates as shall occur after the respective amounts of each such l.oan Certiticate shall have been advanced. 2. The Loan Certificates shall he held subject to the conditions set forth in the First Schedule hereto and such conditions shall he binding on the Board and the holders of Loan Certificates. "Secticn 19 of the Act. uNow redesignated the East Demerara Water Conservancy Act, Cap. 55:03. L.R.O.111973 26 Cap. 55:03 LAWS OF GUYANA East Demerara Water Conservancy !Subsidiary I . C'UE Demerara Wafer Conservancy Loan Regulations 3. The holders of Loan Certificates are to be regarded as the beneficial: owners of their respective shares in the principal moneys and arc entitled pari passu tu the benefit of the preferent lien conferred on the Loan hereby raised by section 23-j' (twenty-three) of the said Ordinance. 4. The said Loan Certificates shall be redeemed by the operation of a sinking fund under the provisions following (a) The Board shall on or before the 1st day of July in each year after the year 1937 set aside as a sinking fund two per cent of the aggregate amount advanced from time to time under Loan Certificates subject to any annual contributions made by the Mayor and Town Council of Georgetown and a further sum equal to the interest which would have been payable during the then current year on all Loan Certificates. previously redeemed out of the sinking fund if such Certificates had remained outstanding. (b) On or before the last day of the month next succeeding such setting aside as aforesaid the Board shall cause a drawing to be made in such manner as is hereinafter provided of so much of the Loan Certificates as. the year's sinking fund payment shall be suflicient to redeem at par after deducting therefrom any sum used or to be used by the Trustees in the purchase of Loan Certificates pursuant to clause 5 hereof (without taking into account any interest accrued or to accrue thereon) and shall apply the said sinking fund payment to the redemption of the stock so drawn at par. (e) The drawing shall be made by one of the officers of the Board at the registered ofllce of the Trustees or at some other place approved by the Trustees in the presence of a Notary Public. Notice in writing of the day, time and place of every such drawing shall be given by the Board to the Trustees and the Trustees or any person appointed by them shall be entitled to be present at every such drawing. Every such drawing shall be for Certificates of $500 each and shall be made in such manner as the Board (subject to the reasonable approval of the Trustees) shall determine as convenient for selecting the Loan Certificates required to be drawn. (d) The Board shall give notice to the holders of the Loan Certificates. drawn that such Certificates have been drawn and the same shall become repayable and shall be repaid six months after the date of such drawing and the holder of each Certificate drawn shall then be bound to surrender his Certificate therefor to the Board for cancellation at the registered otlice of the Trustees. (e) All Loan Certificates redeemed out of the sinking fund shall be cancelled and shall not be re-issued. (f) If any holder of a Loan Certiticate which has been redeemed under any provision hereof shall fail or refuse to deliver up his Certificate at the time and place fixed for the redemption thereof or shall fail or refuse to accept payment of the redemption moneys payable in respect thereof the moneys payable to such holder may be paid over by the Board to the Trustees and the Trustees shall hold such moneys in trust for such holder and interest on such Certificate shall cease to accrue as from the date fixed for the redemption thereof. tSectiOD 23 of the Act. LAWS OF GUYANA East Demerara Water Conservancy East Demerara Water Conservancy Loan Regulations Cap. 55:03 27 'Subsidiary) 5. If at any time the said Loan Certificates can be bought at a price which is below par after allowing for any accumulated interest included in such price, the Trustees may in their ahsolute discretion buy such Certifi cates at such price instead of drawing under clause 4 (h) hereof and the shares so bought shall he deemed in other respects to have been drawn for redem ption. 6. Upon receipt by the Trustees of any amounts not required im mediately for the purchase or redemption of Loan Certificates or the pay ment of any sums payable hereunder the Trustees will forthwith invest the same in their names in all or any of the investments or mode of investment mentioned in the Second Schedule hereto and such investments or the proceeds of sale thereof shall he carried forward and may be added by the Trustees to the sinking fund for the year next ensuing and the Trustees may from time to time change or vary the form of investment. 7. Ifat any time after the 1st day of January, 1956, the sinking fund and other funds which would in due course be provided under the terms of this Deed shall by reason of excess of expenditure or otherwise appear to the Trustees to be insufficient to redeem the whole of the Loan and interest by the date fixed herein for redemption thereof the Trustees shall give the Board notice in writing or the amount required in their opinion to make up such deficit and the Board will thereupon take such steps as may he necessary to levy the additional rate required and will pay over the amount actually required for such redemption to the Trustees on or before the 31st day of July, 1963, or such later date as may be mutually agreed (111 'between the Board and the holder of Loan Certificates. 8. On the tst day of July. I%3, or such other date as shall be mutually agreed between the Board and the holders of Loan Certificates (notice of which Agreement shall he given to the Trustees) the Trustees will, as soon .as the amounts paid to or received by them shall he sufficient to redeem the balance outstanding of the said Loan and interest in full, pay over the amounts due thereon to the holders of Loan Certificates with interest to <late of payment ofTat the rate aforesaid and any balance left in the hands of the Trustees after payment off of the Loan and interest in full shall he refunded hy the Trustees to the Board. 9. The Board will on demand repay to the Trustees any sums reasonably paid out by them in respect of legal or auditing costs and any reasonable expenses incurred by them in administering the Trust. redeeming the Loan Certificates, holding meetings of holders. or otherwise. 10. Upon payment off of all the principal moneys and interest secured by this Trust Deed the Board and the Trustees shall he duly discharged (rom their obligations hereunder. 11. If any of the following events shall happen (a) any interest due and payable 011 any Loan Certificates issued hereunder and forming part of the said Loan shall be in arrear for three months or upwards, 1,.R.o. /1/973 28 [SubsidiaryI Cap. 55:03 LAWS OF GUYANA East Demerara Water Conservancy East Demerara JVatel' Conservancy Loan Regulations (b) if default shall be made by the Board for 30 (thirty) days or upwards in paying or providing for the annual sums herein covenanted to he paid for sinking fund, (c) if default shall be made by the Board in repayment of the principal for 30 (thirty) days or upwards after the same shall become due, or (iI) if the Board shall cease to exist, be wound up or do or suffer any act, matter or thing which if it were a Limited Company would entitle the Court to make a compulsory order for winding-up, then and in any of the said events the principal moneys and interest secured by this Trust Deed shall become immediately due and payable and the Trustees shall take such steps to exercise the preferent lien under section 23 (twenty-three) of the said Ordinance and to enforce payment of the principal moneys and interest due or accruing due thereon as they may be advised. 12. The provisions contained in the Third Schedule hereto as to the holding of meetings of holders of Loan Certificates shall have full effect in the same manner as if such provisions were herein set forth. 13. The Trustees may at any time before the security hereby constituted becomes enforceable under clause II hereof on the application of and at the cost of the Board and without any concurrence by individual holders of Loan Certificates issued or to be issued hereunder do or concur with the Board in doing all or any of the things which the Hoard might have done with land, property or assets vested in the Board if the security and the lien hereby created had not been so created and in particular may sell and transport, mortgage, Iet, exchange or otherwise deal with its said property and assets or any part thereof. 14. The Trustees may at any time retire from the trusts of this Deed on nominating other suitable parties or a corporation to act as such Trustees and the parties hereto of the first and second parts may thereupon carry out such retirement and new appointment by Deed or Memorandum endorsed hereon or attached hereto. 15. Any notice requiring to be served hereunder shall be deemed to haw been duly served if sent by hand or ordinary post to the registered address of any holder or holders of Loan Certificates or to the last known office or place of abode in the case of other persons. IN WITNESS WHEREOF the Board has hereunto set its Common Seal and the Attorney of the Trustees has affixed his hand and seal the day and year first above written. Till; SClIEDlJLE ABOVE REFERRED TO. ·Scclioll 23 of (he Act. LAWS OF GUYANA East Demerara Water Conservancy East Demerara Water Conservancv l.oan Regulations Cap. 55:03 29 [Subsidiary] FIRST SCHEDULE TO THE AGREEMENT CONDrI IONS AS TO ISSUE or LOAN CERTIFICATES The following are the conditions upon which the Loan Certificates are to be issued: I. Subject to earlier redemption by drawings or purchase as in this Redemption. Trust Deed is provided and subject to any agreement as to the extension of time for redemption which may be hereafter made between the Board and the holders of certificates all certificates then outstanding will be redeemed at par by the Board on the 1st day of July, 1963. 2. Until the date of redemption interest will be paid to the registered Interest. holder for the time being at 4 ~{, per annum by half yearly payments on the 1st day of January and the 1st day of July in every year. ~. The Board will issue to each person or corporation subscribing five Form of Loan hundred dollars of the Loan a Loan Certificate under the seal of the Board Certificate. and every such Loan Certificate shall refer to these presents and be in the form or to the e/Tect following No. EAST DEMERARA WATER CONSERVANCY BOARD (Constituted under the provisions or the East Demerara Wafer Conservancy Ordinance, 1935.) Statutory Loan of $215,000 authorised by Section 15* of the said Ordinance and by the East Demerara Water Conservancy Loan Regulations, 1936, and by a resolution of the Board dated 2nd June, 1936, and constituted by a Trust Deed as herein set out. LOAN CI'RTIFICA'IE FOR $500. Tms IS TO CERTIFY that. .... of (or the person whose name is duly entered in the Register of Transfers herein) is the registered holder of five hundred dollars of the above mentioned Loan. The holders are entitled pari passu to the benefit of, and are subject to the provisions and conditions contained in a Trust Deed dated .... 1936, and made between (I) The East Demerara Water Conservancy Board. and (2) Booker Brothers McConnell and Company, Limited. This Certificate is issued subject to the conditions endorsed hereon. GIVEN under the Common Seal of the Board this.. day of. TilE COMMON SEAL of the East Demerara} Water Conservancy Board was here to affixed in the presence of ·Section 15 of the Act. L.R.a.1I1973 30 Cap. 55:03 LAWS OF GUY ANA East Demerara Water Conservancy ISub~idiarYJ East Demerara lVii/a Conservancy LOWI Regulations Registration and Transfer. Registration proof of ownership. Receipts for money paid by Board. in default of payment of principal or interest regis tered holder to benefit by prefercnt lieu, Sinking Fund. Right of Transfer free from equities. Rights to be enforced by Trustees only. Notices. 4. This certificate is registered in the books of the Board and is transfer able only as a whole by transfer under hand in the common form. Registra tion fee of 2s. 6d. and the stamps on transfer must be paid and deposited at time of lodging transfer. 5. The Board will only recognise the registered holder of this Loan Certificate for the time being as the absolute owner thereof and shall not be bound to recognise or take notice of any trust of whatsoever nature to' which it may be subject. The duly constituted legal personal representative of a deceased registered holder (not being one of several joint holders) and in the case of the death of a joint holder, the survivor, or survivors of such joint holders shall alone be recognised hy the Board as having any title to the said certificate. 6. The receipt of the registered holder for the time being shall be a goodt discharge for any money paid by the Board in respect of any certificate. The receipt of anyone of joint holders sha II be a good discharge to the Board for any such money. 7. In the event of any default in payment of principal or interest on any certificate the registered holder shall have the benefit of the said preferent lien and the same shall be enforced as in the said Trust Deed is more' particularly set out. ~. In addition to the payment of interest hereunder the Board will set aside and invest a further 2 :~:. on the principal moneys at any time secured, by the said Trust Deed as a sinking fund for the redemption of the principal moneys due thereunder at the date and in the manner provided by the said. Trust Deed. 9. Every registered holder will be entitled to transfer his certificate free from any equities between the Board and the original or any intermediate holder, and the receipt of the registered holder shall be an effectual dis charge for the principal moneys or interest payable in respect of the' certificate. 10. No registered holder shall take any proceedings to enforce his rights, under the said Trust Deed except through the Trustees duly appointed thereunder. II. Any notice may be given to the registered holders of Loan Certifi cates by sending the same by post in a prepaid letter addressed to such holders at their registered addresses or in the ease of joint holders to the' joint holder whose name appears first upon the register and every notice so sent and addressed shall be deemed to be a sufficiently served notice for the, purposes of the said Trust Deed or for any other purpose in connection, with the said certificate. LAWS OF GUYANA East Demerara Water Conservancy East Demerara Water Conset'l'ancy Loan Regulations Cap. 55:03 31 [Subsidiary I SECOND SCHEDULE TO THE AGREEMENT AUTHORISED SECURITIES fOR INVESTMENTS OF SINKING FUND. I. Any stocks funds or securities for the time being authorised by law 'for the investment of trust funds in Guyana or in England. 2. In Loan Certificates issued hereunder at the current market price provided such market price does not exceed par. 3. Upon deposit receipt or savings account in Barclays Bank (D. C. & '0.), the Royal Bank of Canada or the Post Office Savings Bank. 4. In Scrip of the Hand-in-Hand Mutual Guarantee Fire Insurance Company of Guyana, Limited, or of the Guyana and Trinidad Mutual Fire Insurance Company, Limited. 5. In any sinking fund policy with any first class Insurance Company whose head office is situate in Great Britain or in His Majesty's Dominions (but not in Ireland). 6. The investment in securities payable to hearer is prohibited, THIRD SCHEDULE TO THE AGREEMENT MEETINGS or 1I0LDERS OF LOAN CERTIFICATES. I. The Trustees or the Board may respectively at any time convene a meeting of the registered holders of Loan Certificates and the Trustees shall do so upon a requisition in writing of holders of one-fifth or more of the nominal amount of the Loan Certificates for the time being outstanding. Whenever the Board is about to convene any such meeting, it shall forth with give notice in writing to the Trustees of the place, day and hour ithereof, and of the nature of the business to he transacted thereat. 2. Seven days' notice at least to the registered holders. specifying the place, day and hour of meeting shall be given previously to any meeting of the registered holders. Such notice shall be given in accordance with Clause 15 of the Trust Deed. It shall not be necessary to specify in any such notice .the nature of the business to he transacted at the meeting thereby convened. 3. Subject to clause 17 of this schedule. at any such meeting persons 'present in person or by proxy and holding one-fifth of the nominal amount .of the Loan Certificate for the time being outstanding shall form a quorum for the transaction of business, and no business shall be transacted at any meeting unless the requisite quorum be present at the commencement of .business. Who may convene. Notice of Meeting to registered holders, Quorum. L.R.a.111973 32 ISubsidiaryJ Cap. 55:03 I.AWS OF GUYANA East Demerara Water Conservancy East Demerara fVllIer Conservancy Loan Regulations Chairman. Trustees and Directors may attend. When quorum not present. How question decided. Declaration by Chairman. 1'011. Adjourn ment. When poll taken without adjournment. Bearers of Loan Certifi cates only recognised. 4. Some person nominated by the Trustees shall be entitled to take the chair at every such meeting, and if no such person is nominated or if at any meeting the person nominated shall not be present within fifteen minutes after the time appointed for holding the meeting, the registered holders present shall choose one of the number to be chairman. 5. The Trustees, and their Solicitors, and any members of the Board, may attend any such meeting. 6. If within half an hour from the time appointed for any meeting of the registered holders, a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place, and if at such adjourned meeting a quorum is not present, the registered holders present shall form a quorum, and may transact any business which a meeting of registered holders is competent to transact. 7. Every question submitted to a meeting of the registered holders shall be decided, in the first instance, by a show of hands, and in case of an eq uality of votes the Chairman shall, both on the show of hands and at the poll, have a casting vote, in addition to the vote or votes (if any) to which he may he entitled as a registered holder. 8. At any general meeting of the registered holders unless a poll is demanded by the Chairman or at least three registered holders a declaration by the Chairman that a resolution has been carried, or carried by a particu lar majority or lost, or not carried by a particular majority, shall be conclusive evidence of the fact. 9. If at any such meeting a poll is demanded as aforesaid, it shall be taken in such manner, either at once or after an interval or adjournment as the Chairman directs, and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 10. The Chairman may, with the consent of any such meeting, adjourn the same from time to time and from place to place. II. Any poll demanded at any such meeting on the election of a Chair man, or on any question of adjournment, shall be taken at the meeting without adjournment. 12. The registered holder of a Loan Certificate, or in the case of joint holders that one whose name stands first on the register as one of the holders thereof, shall be entitled to vote in respect of such loan certificate, either in person or by proxy, but every instrument appointing a proxy must be in writing in the usual form under the hand of the appointer, or in case of a corporation under its common seal, and must be delivered to the Chairman of the meeting. 13. At any such meeting as aforesaid the respective bearers of the Loan Certificates, and no other person or persons, shall be recognised and treated as the legal holders thereof whether such bearers are or are not in fact the owners thereof; and such bearers shall accordingly be exclusively entitled to vote in respect thereof. LA\-\'S OF cuvANA East Demerara Water Conservancy East Demerara Water Conservancy Loan Regulations Cap. 55:03 33 [Subsidiary] 14. At every such meeting each voter shall, on a show of hands be Votes. entitled to one vote only, but at a poll he shall be entitled to one vote in respect of every Loan Certificate which he holds. 15. A general meeting of the registered holders shall, in addition to the powers hereinbefore given. have the following powers exercisable by extra (1 rdinary resolution, namel) (I) Power to sanction any modification of the rights of the regis tered holders against the Board or against its property, whether such rights shall arise under these presents or otherwise, and (2) Power to assent to any modification of the provisions contained in these presents which shall be proposed by the Board and assented to by the Trustees as being necessary or proper for carrying into effect any transaction duly authorised under this clause. 16. An extraordinary resolution passed at a general meeting of the registered holders duly convened and held in accordance with these presents shall be binding upon all the registered holders, whether present or not present at such meeting, and each of the registered holders shall he bound to give effect thereto accordingly. and the passing of any such resolution shall be conclusive evidence that the circumstances justify the passing thereof, the intention being that it shall rest with the meeting to determine without appeal whether or not the circumstances justify the passing of such resolution. 17, The expression "extraordinary resolution", when used in this Schedule, means a resolution passed at a meeting of the registered holders duly convened and held in accordance with the provisions herein con tained by a majority consisting of not less than three-fourths of the regis tered holders voting thereat upon a show of hands, or. if a poll is duly demanded, then by a majority consisting of not less than three-fourths of the votes given on such poll. 18. The quorum of any such meeting shall be a clear majority in value of the whole of the registered holders present in person or by proxy, hut so that where a meeting for the purpose of passing an extraordinary resolution is convened if. within one hour from the time appointed for the meeting, holders of a clear majority in value of the registered holders are not present so as to form a quorum, the meeting shall stand adjourned for seven days, and shall accordingly, be held on the corresponding day of the week, and at the same time and place as that originally fixed by the notice convening the meeting. and notice of such adjourned meeting shall he given in the manner provided hy clause 15 ()f the foregoing Trust Deed: and jf at such adjourned meeting a quorum as above defined is not present, then those registered holders who are present shall be a quorum, and may transact the business for which the meeting was originally convened, and a resolution passed thereat by a majority consisting of not less than three fourths of the persons voting thereat upon the show of hands, or, if a poll Powers by extraordinary resolution, Extraordinary resolution binding. Definition of "extraordi nary resolu tion", Defect of quorum. LoR.O.111973 34 ISubsidiaryJ Cap. 55:03 LAWS 01,' GUYANA East Demerara Water Conservancy East Demerara Water Conservancy (Annual Payment by The Georgetown City Councils Order Minutes. 0.72/1956 Citation. Annual payment. 0.62/1954 is duly demanded, then by a majority consisting of not less than three fourths of the votes given on such poll, shall be considered an extraordinary resolution within the meaning of this Schedule. 19. Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the Trustees at the expense of the Board, and any such minutes as aforesaid, if purporting to be signed by the Chairman of the meeting at which such resolutions were passed or proceedings had, or by the Chairman of the next succeeding meeting of the registered holders shall be conclusive evidence of the matters therein contained, and until the contrary is proved every such meeting in respect to the proceedings of which minutes have been made shall be deemed to have been duly held and convened, and all resolutions passed thereat, or proceedings taken, to have been duly passed and taken. EAST DEMERARA WATER CONSERVANCY (ANNUAL PAYMENT BY THE GEORGETOWN CITY COlJNCIL) ORDER made under section 51(b) J. This Order may be cited as the East Demerara Water Con servancy (Annual Payment by Georgetown City Council) Order. 2. The annual payment by Georgetown City Council to the Board of Commissioners of the East Demerara Water Conservancy shall be increased from the sum of nine thousand dollars as provided under the East Demerara Water Conservancy (Annual Payment by the Mayor and Town Council of Georgetown) Order, ]954, to the sum of twelve thousand dollars for the year 1957 and for subsequent years.