CO882-(6-8) — Page 510

PUBLIC RECORD OFFICE

Reference :-

CO. 882

8

PUBLIC RECORD OFFICE, LONDON ALLY WITHOUT PERMISSION OF THE BE REPRODUCED PHOTOGRAPHIC-

COPYRIGHT PHOTOGRAPH-NOT TO

Preamble.

104

going concern. If the life of a tug or machine was, say, ten years, and they wrote the whole amount off in three, it made no difference in the long run in the amount annually distributable. If they had three tugs, the life of which was, say, ten years, it was exactly the same thing whether they wrote off 10 per cent. a year on each, or 30 per cent. on one and nothing on the two, which, presumably, were already fully written off. I also reminded them that the wharves and buildings at Prye Dock were in an absolutely ruinous condition, and that the whole establishment required immediate renewal.

7. They further pointed out that they had a large amount of undeveloped land entered in their capital account at a very low value, and they said that it alone was worth three million dollars.

I replied that their land was presumably entered at cost; before they could realize it they would have to spend very large sums on filling and laying it out and that its realization must be a very slow process, as the market was limited, and that, further, they must remember that when the reclamation proposed by the Government was completed, we should have eighty acres of the most favourably situated land in the town to dispose of in competition with them. That was valued at four dollars a foot, but it would be many years before we could look to dispose of the whole of it at that price or anything approaching it.

8. Mr. Shelford then said that it was very unfair for the Government to saddle the proposed Board with the costs of arbitration, that there had been no call for the Government interference in the matter and that Government should pay.

I replied that I could not agree with him. Tanjong Pagar was charged with a public trust which it had practically declared itself unable to fulfil unless the Government assisted it. This he demurred to, but I reminded him that the London Committee had stated at the interview at the Colonial Office, that if the Government did not assist them it would possibly take them thirty years to provide the facilities which they were advised were necessary to bring them up to date, and to provide for the future. It was impossible for the Government to allow the port to be hampered by such proceedings, and my statement was, I believed, quite justified.

9. I again reminded them that while the Government did not desire to make any profit out of the transfer, it was not prepared to accept a loss, and that if an excessive price had to be paid it would have to be met by increased charges for the services, and I asked them whether they had formed any opinion as to what would be a fair price. Mr. Shelford, who may be presumed to speak for Mr. Gulland, the Chairman of the London Committee, whose junior partner he is, replied that he had not consulted all his fellow directors, but that he considered that between six and seven hundred dollars a share was the least they could accept. That, I said, was an impossible figure, and I concluded by asking them to submit my offer to their colleagues.

The impression left on my mind by the interview was that the Directors entertained a very exaggerated idea of the value of their business, and that they had not fully grasped the conditions upon which it is proposed to expropriate the Company, and their bearing on the price, and that in any case they are tied by the necessity of referring everything to London.

10.

11. In the meantime the shares of the Company are quoted at 375 dollars each, and transactions have taken place at 380, but they are neither numerous nor important.

Enclosure in No. 48.

I have, &c.,

JOHN ANDERSON.

A BIL intituled an Ordinance to provide for the acquisition by the Government of the Straits Settlements of the undertaking known as the Tanjong Pagar Dock Company Limited and for the management of the same.

Whereas it is expedient that the property and assets of the Tanjong Pagar Dock Company Limited should be vested in the Government of this Colony and that provision should be made for the management of the same:

105

It is hereby enacted by the Governor of the Straits Settlements with the advice

and consent of the Legislative Council thereof as follows:-

1. This Ordinance may be cited as "The Tanjong Pagar Dock Ordinance 1905." Short title.

2. In this Ordinance the following expressions shall have the meanings Defini- respectively assigned to them where not inconsistent with the context :-

37

"The Company

means the Tanjong Pagar Dock Company Limited. "The Board" means the Board constituted by the provisions of this Ordin-

ance.

"The Court" means the Court of Arbitration constituted by the provisions of

this Ordinance.

The expression "undertaking" includes all such property real and personal including cash balances reserve funds investments and all other interests and rights in to and out of the property real and personal and obligations and things in action as may be in the possession of the Company or belonging to them immediately before the date referred to in the next section and all books accounts and documents relating thereto; but subject to all debts liabilities and obligations of the Company by this Ordinance transferred to the Board or Government.

tions.

3. It shall be lawful for the Governor by writing under his hand addressed to Notice to the Managing Director of the Company to give notice that it is his intention to take take over. over the property of the Company on a date to be stated in the said writing and from and after such date hereinafter called the appointed date the property and assets

of the Company in the Colony shall be vested in the Government."

4. The Government shall be liable for all debts and obligations lawfully Liability for incurred by the Company at the appointed date.

debts and obligations.

under-

taking.

5. Until the appointed date the undertaking and business of the Company shall Mainten- be maintained and carried on by the Company as herebefore in the ordinary course ance of of business; but if the Government think that any appointment to any office or service of the Company or any contract with respect to any matter connected with the undertaking or any alteration in the rate of salary or wages payable to any officer or servant of the Company made by the Company subsequently to the 10th day of December 1904 was not reasonably necessary in the ordinary course of business of the Company the Government may give notice in writing to the Company to that effect within three months after the appointed date.

Provided always that if the Government give any such notice it shall be referred to the Court to determine whether or not the appointment contract or alteration was reasonably necessary in the ordinary course of business of the Company and the Court shall determine whether and to what extent as between the Government and the Company any liability arising in respect thereto is to be transferred to the Government or is to continue a liability of the Company.

accounts

6. The accounts and balance sheets of the Company up to the appointed date Making shall be made up and audited in like manner and with the like incidents and couse- up of quences as nearly as may be as if this Ordinance had not been passed but as soon Company's as possible after the appointed date and the balance shown on the certified accounts and representing profits available for immediate distribution as dividend and legally balance distributable as such shall be paid over to the Company. In determining the com- sheets. pensation for the transfer of the undertaking of the Company the sum payable to the Company under this section shall not be valued as forming part of the under- taking.

7. For the purpose of enabling the Company to prepare and conduct the case Provision for arbitration under this Ordinance and to enter into agreements with the Govern- for ment and to discharge the liabilities and generally to carry on the business of the enabling Company and to wind up and dissolve-

Company

(a). The Company may after the appointed date temporarily retain and use

to carry on business such money offices books accounts and documents and the services of

after the such officers and servants as may be agreed upon between the Govern- date.

appointed ment and the Company; and

(b). Any officer and any person authorized in that behalf by the Company shall have free access to all the lands works stores and premises transferred

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PUBLIC RECORD OFFICE

61

Reference :-

C.O. 882

8 PUBLIC RECORD OFFICE, LONDON

ALLY WITHOUT PERMISSION OF THE | COPYRIGHT PHOTOGRAPH-NOT TO BE REPRODUCED PHOTOGRAPHIC-

Inspection

of Com- pany's under- taking by officers of the Gov- ernment.

Pending proceed-

ings and

executing contracts.

Payment

sation.

100

for the purpose of inspecting the works and property and to all books of account and documents of the Company in the possession of the Government for the purpose of inspecting copying and making extracts from the same and shall have all proper facilities for the purposes aforesaid; and

(c) There shall be paid by the Government to the Company from time to time on account of the sum ultimately found to be due to the Company from the Government such sums as may be agreed upon between the Govern- ment and the Company.

8. Any person authorized in that behalf by the Government shall have free access to all the lands works stores and premises of the Company for the purpose of inspecting the same and to all books accounts and documents in the possession of the Company (other than the documents prepared for the purpose of an agreement or arbitration under this Ordinance) for the purpose of inspecting copying and making extracts from the same and shall have all proper facilities for the purposes

aforesaid.

9. Subject to the provisions of this Ordinance and without prejudice to any remedy over by the Board to be appointed under Section 22 below against the Company-

10.

(a) If on the appointed date any proceeding or any cause of action is pending or existing by or against the Company the same shall not abate be discontinued or be in any way prejudicially affected by reason of the transfer to the Government of the undertaking of the Company or of anything in this Ordinance; but the proceeding or cause of action may be continued prosecuted and enforced by or against the Board as it might have been by or against the Company if this Ordinance had not been passed but not further or otherwise;

(b). All contracts deeds bonds agreements and other instruments subsisting immediately before the appointed date affecting the Company shall be of as full force and effect against or in favour of the Board and may be enforced as fully and effectually as if instead of the Company the

Board had been a party thereto.

There shall be paid out from the funds of the Colony to the Company as of compen- compensation for the taking over of the property of the Company a sum to be deter- mined by mutual agreement between the Government and the Company or failing such agreement by arbitration; but any sum so payable or any part of it may if the Government and the Company so agree be discharged wholly or partly in inscribed stock of the Colony.

Arbitra- tion.

Appoint- Inent of

arbitrator

or arbi-

trators.

Death or

incapacity

of

arbitrator.

Nomina-

tion of umpire by arbitrators.

11. For the purpose of the arbitration mentioned in the last preceding section a Court shall be constituted in the manner following that is to say :-

(a). Unless the Government and the Company shall concur in the appointment of a single arbitrator they shall each of them nominate and appoint an arbitrator and after such appointment shall have been made neither party shall have power to revoke the same without the consent of the other party;

(b). If before the matters referred to arbitration shall be determined the arbitrator appointed by either party die or become incapable the party by whom such arbitrator was appointed may nominate and appoint some other person to act in his place and if for the space of seven days after notice in writing from the other party for that purpose the said party fail to do so the remaining or other arbitrator may proceed ex parte and

arbitrator to be substituted as aforesaid shall have the every same powers and authorities as were vested in the former arbitrator at the time of such his death or disability as aforesaid.

(c). If more than one arbitrator shall have been appointed such arbitrators shall before they enter upon the matters referred to them nominate and appoint by writing under their hands an umpire to decide on any such matters on which they shall differ and if such umpire shall die or become incapable to act they shall forthwith after such death or incapacity appoint another umpire in his place and the umpire 90 appointed shall have the same powers and authorities as were vested

107

in the umpire last appointed at the time of his death or incapacity to act;

(d.) If the arbitrators shall refuse or shall for seven days after the request Appointment

of either party neglect to appoint any such umpire the Lord Chief Lord Chief

of umpire by Justice of England may on the application of either party appoint an Justice of umpire;

England if

arbitrators

(e). The decision of the umpire on the matter on which the arbitrators shall Decision of

differ shall be final.

fail.

umpire final.

12. In the event of no agreement being arrived at by mutual consent as provided Sittings for in Section 10 within three months from the appointed date the Court shall be and pro- constituted as soon thereafter as conveniently may be. It shall hold its sittings in

ceedings of the Colony and the provisions of "The Arbitration Ordinance 1890" Sections 20 to 23 tion Court.

Arbitra- inclusive shall apply to its proceedings.

tion.

13. In fixing the sum to be awarded as compensation the Court shall determine Fixing the value of the undertaking as if with the necessary modifications the law of com- amount of pensation for the purposes of the Lands Clauses Acts of the Imperial Parliament compensa- were applicable to the case. Provide that the Court shall not make for compulsory sale and shall not take into account any enhancement or depreciation

any

allowance of the market value of any stock or shares of the Company which in the opinion of the Court was caused by or resulted from the passing or the anticipation of the passing of this Ordinance; but the Court may make such allowance as they think just for the recoupment of any loss of interest pending re-investment as well as for the cost of re-investment. The Court in awarding the compensation under this Ordinance shall consider whether any liabilities incurred by the Company after the 10th of December 1904 were necessarily and properly incurred for the purpose of carrying on the ordinary business of the Company since that date.

14. As soon as the compensation due to the Company shall have been duly paid Dissolu- or satisfied to the Company in accordance with this Ordinance the Company shall tion of enter upon a liquidation of its affairs and upon conclusion thereof be dissolved.

Company. 15. If any part of the compensation is to be discharged to the Company in Payment inscribed stock of the Colony if so required by the Company before the stock is issued of com- to the Company instead of issuing to the Company the whole of the stock so to be pensation issued to them the Government may issue the stock to such amounts and to such stock. persons as the Company may require and the issue of stock in accordance with such requirements shall to that extent discharge the Government of its liability to issue stock to the Company.

in colonial

given on

16. If any part of such compensation is to be discharged in cash the receipt of By whom three Directors of the Company or of three members of the London Committee of receipts the Company for any sum in gross to be paid by the Government to the Company may be shall effectually discharge the Government for the sum expressed in such receipt behalf of to have been received and from being concerned to see to the application thereof and the from being answerable or accountable for the loss misapplication or non-application Company. thereof.

17. If the Company are unable after diligent inquiry to find the person to Provision whom any money is payable or stock issuable or where any money or stock is payable if share- or issuable to a person who or whose committee or guardian cannot give an effectual holders receipt for the same the Company may pay or transfer the same as nearly as may in manner provided for payment of money into Court by any Legislative Enactment for the time being in force for the relief of trustees and such Enactment shall apply with all necessary modifications to such money or stock.

be

cannot be traced.

18. When the scheme has been completely carried out and all such moneys or Dissolu- stock if any as in Section 17 mentioned have been paid or transferred into Court tion of the Company may apply to the Governor in Council who if satisfied that the said Company. time has arrived shall give a certificate to that effect and upon publication of such certificate in the "Gazette" the Company shall be dissolved.

19. A Board to be called the Tanjong Pagar Dock Board shall be constituted as Board to hereinafter provided. The Board shall from and after the appointed date hold the hold and undertaking of the Company and may exercise all the rights powers authorities and manage the privileges of the Company and shall (to the exclusion of the Company) be subject under- to all the duties obligations and liabilities of the Company.

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taking.