IMAGE EVALUATION TEST TARGET (MT~3) //J ^ 'I W^.ja 7/ / * <° >. W^ /! V i^ w- «. / 10 ■ I.I 1.25 ili ih} nil' ^ IIIII25 itt 12.2 1(4 i.4 2.0 1.6 ^> ^# p1 ^ ^ %- \> '^iJ ♦ °w ///. Photographic Sciences Corporation 23 WEST MAIN STREET WEBSTER, N.Y. 14580 (716) 872-4503 CIHM/ICMH Microfiche Series. C5HM/ICMH Collection de microfiches. Canadian Institute for Historical Microreproductions / Institut canadien de microreproductions historiqi-es I Technical and Bibliograohic Notes/Notes techniques ut bibliographiques The Institute has attempted to obtain the best oritjirial copy available for filming. Features of this copy which may be bibliographically unique, which may alter any of the images in the reproduction, or which may significantly change the usual method of filming, are checked below. n D □ D Coloured covers/ Couverture de couleur Covers damaged/ Couverture endommagde Covers restored and/or laminated/ Couverture restaurde et/ou peliicuE6e Cover title missing/ Le titre de couverture manque I I Coloured maps/ Cartes gdographiques en couleur Coloured ink (i.e. other than blue or black)/ Encre de couleur (i.e. autre que bloue ou noire) I I Coloured plates and/or illustrations/ Planches et/ou illustrations en couleur Bound with other material/ Relid avec d'autres documents Tight binding may cause shadows or distortion along interior margin/ La reliure sdrr^e peut causer de I'ombre ou de la distortion le long de la marge intdrieure Blank leaves added during restoration may appear within the text. Whenever possible, these have been omitted from filming/ II se peut que certaines pages blanches ajout^es tors d'une restauration apparaissent dans le texte, mais, lorsque cela 6tait possible, ces pages n'ont pas 6t6 filmdes. L'lnstitut a microfilmd le meilleur exemplaire qu'il lui a 6t6 possible de se procurer. Les details de cet exemplaire qui sont peut-dtre uniques du point de vue bibliographique, qui peuvent modifier une image reproduite, ou qui peuvent exiger une modification dans la mdthode normale de filmage sont indiquds ci-dessous. □ n E n D D D Coloured pages/ Pages de couleur Pages damaged/ Pages endommag^es Pages restored and/or laminated/ Pages restaur^es et/ou pellicul^es Pages discoloured, stained or foxed/ Pages ddcolor^es, tachetdes ou piqu^es Pages detached/ r Pages d^tach^es Showthrough/ Transparence Quality of print varies/ Qualit^ in^gale de I'impression Includes supplementary material/ Comprend du materiel supplementaire Only edition available/ Seule Edition disponible Pages wnolly or partially obscured by errata slips, tissues, etc., have been ref limed to ensure the best possible image/ Les pages totalement ou partiellement obscurcies par un feuillet d'errata, une pelure, etc., ont dt^ filmdes d nouveau de fapon d obtenir la meilleure image possible. n Additional comments:/ Commentaires suppl^mcritaires; This item is filmed at the reduction ratio checked below/ Ce document est filmd au taux de reduction indiqud ci-dessous. 10X 14X 18X 22X 26X 30X y ■ 1 12X 16X 20X 24X 28X 32X tails du adifier une Tiage The copy filmed here has been reproduced thanks to the generosity of: Library of the Public Archives of Canada The images appearing here are the best quality possible considering the condition and legibility of the original copy and in Iteaping with the filming contract specifications. Original copies in printed paper covers are filmed beginning with the front cover and ending on the last page with a printed or illustrated impres- sion, or the back cover when appropriate. All other original copies are filmed beginning on the first page with a printed or i'lustrated impres- sion, and ending on the last page v)/ith a printed or illustrated impression. L'exemplaire film6 fut reproduit grdce d la g6n6rosit6 de: La bibliothdque des Archives publiques du Canada Les images suivantes ont 6t6 reproduites avec le plus grand soin, compte tenu de la condition et de la nettet6 de I'exemplaire filmd, et en conformity avec les conditions du contrat de filmage. Les exemplaires originaux dont la couverture en papier est imprim6e sont film6s en commen^ant par le premier plat et en terminant soit par la dernidre page qui comporte une empreinte d'imprassion ou d'illustration, soit par le second plat, salon le cas. Tous les autres exemplaires originaux sont film6s en commenpant par la premidre page qui comporte une empreinte d'imprension ou d'illustration el en terminant par la dernidre page qui comporte une telle empreinte. The last recorded frame on each microfiche shall contain the symbol --^ (meaning "CON- TINUED"), or th<} symbol V (meaning "END"), whichever applfos. Un des symboles suivants apparaitra sur la dernidre image de cheque microfiche, selon le cas: le symbols -^ si{inifie "A SUIVRE", le symbole V signifie "FIN". Maps, plates, charts, etc., may be filmed at different reduction ratios. Those too la'ge to be entirely included in one exposure are filmed beginning in the upper left hand corner, left to right anr* top to bottom, as many frames as required. The following diagrams illustrate the method: Les cartes, planches, tableaux, etc., peuvent dtre filmis 6 des taux de reduction diff6rents. Lorsque ',e document est trop grand pour dtre reproduit an un saul cliche, il est film6 d partir de i'angle sup6rieur gauche, de gauche d droits, et de haut en bas, en prunant le nombre d'images ndcessaire. Les diagrammes suivants illustrent la mdthode. rrata to pelure. □ 32X 1 2 3 1 2 3 4 5 6 ixW'V',^ III. ^rticlCJi 0f ^tjUmml made this 25th day of June, 1873, Between the Anglo-American Tele- graph Company Limited (hereinafter called the Anglo-American Company), of the first part; the Socie'te du Cable Transatlan- tique FjtANCAis Limited (hereinafter called i^ne French Cable Company), of the second part; and the Right Honourable Viscount Monck, Lord William Montagu Hay, Baron Julius de Reuter, Edward Joseph Halsey, Esq., and Eaton Traveks Cum- mins, Esq. (the Liquidators ot the French Cable Company, and hereinafter called the Liquidators), of the third part : WiiiiREAS pursuant to certain special resolutions of the French Cable Company duly- passed on tiie 23rd May, 1873, and confirmed on the 13th June, 1873, and certain special resolutions of the Anglo-American Company, duly passed on the 22nd May, 1873, and confirmed on the 13rd June, 1873, the liquidators have entered into an agreement with the Anglo- American Company for the sale and transfer to that Conqmny of the French Cable Company's tindertaking and l)usiness, and certain of its property, in exchange for 345,155 new shares of the Anglo-American Com- pany, of the nominal value o^ dP3,451,550, credited as fully ])aid up, and the A .iglo- American Company has agreed to increase its present share capital to £7,000,000 sterling by the creation of new shares : Now thesk presents witness that in consideration of the premises, it is hereby agreed between the parties hereto that the Anglo-American Company will allot and issue to the liquidators, or as they may direct, 345,155 new shares of £10 each, of the nominal value of £3,451,550, credited as fully paid, which said shares are numbered, or intended to be numbered, from 254,846 to 600,000 both inlusive, and the said shares shall not be subject to the payment of any part thereof in cash. In witness whereof the Anglo-American Company have hereunto caused their Common Seal and the hands of one of their Directors and their Secretary to be hereunto set, and the Liquidators have hereunto set -WPP their hands and seals, and affixed the Common Seal of the French Cable Company, the day and year fi»'st above written. The Common Seal of the Societu du Cable Transatlantique Franyais Limited was hereunto affixed by order of the Liquidators in the presence of . W. M. Hay, j Two of the Liqui- EdWARD J. HaLSEY, j dators. The Common Seal of tiie Anglo- American Company Limited was affixed in the presence of Seal of the Societe du Cable Tninsatliintique Franyais LimitLil. Aug. T. Hamilton, John Grant, Director. Secretary. Seal of the \ Anglo-American \ (Company j Liinitcd. / MONCK. (l.S.) W. M. Hay. (l.s.) Julius de Reuter. (l.s.) Edward J. Halsey. (l.s.) Eaton T. Cummins, (l.s.) Signed sealed and delivered by the said Lord William Montagu Hay, Edward Joseph Halsey, and Eaton Travers Cummins, in the presence of Thos. W. Bischoff, 4, Gt. Winchester Street Buildings, London, Solicitor. Signed sealed and delivered by the said Baron Julius de Keuter in the presence of William J. Loveday, i>4,.01d Jewry. Signed sealed and delivered by the said llight Honourable Viscount Monck, in the presence of .... . . ,. M, BruCK, House Steward, Charleville, Bray. -t'^^V'^rrTWJTH'UHJSIWT^S^V" i '--;»' I,,llllpll«l-I |ifllin;niiii I, ii»i*iy"iyifl,iiiw(iip. «» ■■ >iiyuuL|ijjj,ijniH5P "^^mifBllPJii W'JW' ";'T'^*H'»-«-/." IWfWJ-W'fljp^'i.l'Pl'lf V;>'-'r.-,'''!^^fl'", '''■^■«-'"!'r?f IV. Articles 0f ^flr^^m^nt made thi. 26th day of June, 1873, Between The New York, Newfoundland and London Telegraph Company, (hereinafter called the Newfoundland Company,) of the first part, The Anglo-American Tele- graph Company Limited, (hereinafter called the Anglo-American Company,) of the second part, and The Newfoundland Land Company Limited, (hereinafter called the Land Company, ) of the third part : Whereas the Newfoundland Company was incor- porated by an Act of the Legislature of Newfoundland (17th Vic, cap. 2), passed on the 15th April, 1854; and under the said Act and other Acts of the same legislature amending the same, the Newfoundland Com- pany has certain exclusive rights and privileges as regards telegraphic operations in Newfoundland for a period of fifty years from its incorporation, subject to such right of pre-emption by the Government of the said colony, to come into effect after twenty years from the passing of the said Act, (17th Vic, cap. 2,) as in the said Act mentioned : And whereas under an Act of the Legislature of Prince Edward's Island (17th Vic, cap. 4), passed on the 10th May, 1854, and subsequent Acts amending the same, or some of them, the Newfoundland Company also has exclusive rights and privileges for telegraphic operations in the colony of Prince Edward's Island, and under an Act of the then Province of Canada (18th Vic, cap. 209) the said Company has power to construct and work lines of telegraph in Canada : And whereas by the said Acts, or some of th«m, I provision is made for the grant to the Newfoundland Company by the jnrovcrnments of Newfoundland and Prince Edward's Island respectively of tracts of land in those colonies : And w^hereas the Newfoundland Company is also entitled to certain exclusive rights and privileges in the state of Maine, under an Act of the legislature of that state, passed on the 10th of April, 1856: And whereas under the said recited Acts, or some of them, the Newfoundland Company has from time to time established, and is now the owner of, various main lines of Telegraph, by means whereof it has established a communication with the continent of America, and various branch lines, including one between New Brunswick and Prince Edward's Island, and land lines in the last mentioned Island : And whereas by an agreement dated the 21st July, 1855, and made between the Nova Scotia Electric Tele- graph Company, hereinafter called the Nova Scotia Com- pany, of the one part, and the Newfoundland Company of the other part, the Nova Scotia Company, which had certain rights concerning the laying of telegraphs in the colony of Nova Scotia, agreed to permit the Newfoundland Company to land its submarine cable from Newfoundland upon Cape Breton, (which is a part of the last-mentioned colony,) at Cape North, and to lay a further telegraphic line by land thence to Port Hood, (which is also in Nova Scotia,) and to connect the same with the Nova Scotia lines in that station : and the said now reciting agreement contained various pro- visions as to the said telegraph linos, and other matters affecting the two Companies : . And whereas the Newfoundland Company landed the said submarine cable at Cape North, and laid a telegraph land line thence to Port Hood : And whereas between the dates of the last-recited agreement and of the letters next hereinafter recited the rights of the Nova Scotia Company in respect of tele- graphic lines in Cape Breton became and were vested in the Western Union Telegraph Company of New York, hereinafter called the Western Union Company : And whereas by an agreement between the Wes- m- k 4 I 3 tern Union Company and the Newfoundland Company, embodied in three letters, one dated 24th June, 1857, from Mr. M. Green, on behalf of the Western Union Company, to Mr. Cyrus Field on behalf of the Newfoundland Company, the second dated 25th June, 1857, from Mr. Orton, the Vice-President of and on behalf of the Western Union Company, to Mr. Cyrus Field, on behalf of the Newfoundland Company, and the third dated 25th June, 1857, from Mr. Edward Kavanagh, Secretary of and on behalf of the New- foundland Company, to Mr. William Orton, the Vice- President of and on behalf of the Western Union Company, it was provided, amongst other things, that the point of union between the telegraphic lines of the Newfoundland and Western Union Companies should be changed from Port Hood to Plaister Cove, now Port Hastings, a point in the Gut of Canso on the main land of the Colony of Nova Scotia, and that the Western Union Company should turn over to the Newfoundland Company all the lines and business of the Western Union Company in Cape Breton: And whereas the agreement contained in the said letterR was carried into effect, and has ever since been acted upon by all the parties to it, and a working agreement under seal dated the 13th of May, 1870, (which is still in force,) has been made between the Western Union Company of the first part, and the Newfoimdland Company, the Atlantic Telegraph Com- pany, the Anglo-American Company, and the French Cable Company of the second part, on the basis of the agreement contained in the said letters : And whereas under the circumstances aforesaid the Newfoundland Company became and is the owner of the Western Union Company's system of telegraphic lines in Cape Breton, which the Newfoundland Com- pany has since extended: and the line from Cape North to Port Hastings has been put out of use, and the through business of the Newfoundland Company has been conducted by means of lines to Port Hastings, on the main land of Nova Scotia : And whereas by an Act of the legislature of New- foundland (20th Vic., cap. 1), passed on the 3rd of I t! IN March, 1857, the Newfoundland Company is empowered by resolution of the stockholders, or a majority of them in interest, to effect a consolidation with the Atlantic Telegraph Company Limited, upon such terms and conditions, and under such corporate name as might be agreed upon between the said Companies: and it was thereby provided that in case the Atlantic Tele- graph Company Limited should procure their incor- poration in that or any other name by an Act of the Imperial Parliament, or in case any other Company should thereafter be formed with which the Newfound- land Company should enter into an agreement similar in terms to tiiat mentioned in the Act, such other Corpo- ration or Company should stand in the place of the said Atlantic Telegraph Company Limited in respect to every power or authority thereby given : And whetreas the Government of Newfoundland some time since, in pursuance of the provisions in that behalf hereinbefore recited, made to the Newfoundland Company a grant of a tract of land at La Manche on the east side of Placentia Bay, in the island of New- foundland, containing six square miles or thereabouts, which land with the buildings thereon is now held by the trustees of the Newfoundland Mining Company Limited, under a lease from the Newfoundland Company, with an option to the lessees to purchase the same at a certain price and within a certain time: And whereas the Newfoundland Company has not yet received the full amount of land from the Govern- ment of Newfoundland to which it is entitled, and has not yet received any grants from the Government of Prince Edward's Island : And whereas the Anglo-American Company was formed in the year 1866, under the provisions of the Companies' Act, 1862, for the purpose (amongst other things) of the construction, maintenance and working of submarine and land telegraphs between Great Britain and America, or between any places or points forming or intended to form part or parts of any telegraphic route between those countries or any intermediate places, and the entering into contracts and agreements with any company, corporation or persons with refer- i i # the iSt 1^ cnco to any objects of the Company, and tho accjuiring by purchase or otherwise of all such concessions, grants, privileges and other rights as might be useful or desir- able for any of the objects mentioned in its Memorandum of Association : And whereas the Anglo American Company is empowered by its Articles of Association to do the following things (amongst others), viz. — (1 ) To increase its capital ; (2) To issue to any company, cor])oration or person shares wholly or partly paid-up in lieu of making payment in money ; (3) To purchase or acquire the whole or any part of the property, assets or business of any other company or corporation : And whereas various working and other agreements have from time to time been entered into between the Newfoundland Company and the Atlantic Telegraph Company and the Anglo-American Company respec- tively, and by an agreement dated the 27th March, 1866, which has been confirmed by subsequent agree- ments, the Newfoundland Company agreed to pay to tiic Anglo-American Company, out of certain receipts therein mentioned, a subsidy at the rate of £25,000 a -year : And whereas after the date of the said Act of New- foundland (20th Vict. cap. 1), the Atlantic Telegr?*- 'i Company Limitad was incor})orated by an Act of the Imperial Parliament, under the name of the Atlantic Telegraph Company, and pursuant to certain arrange- ments made between the two Companies all the undertaking, property, ri'^^hts, and privileges of the Atlantic Telegraph Comp ny have become vested in the Anglo-American Company, and the Newfoundland Company entered into an agreement with the Anglo- American Company, that the last-mentioned Company might extend its submarine cables to the Island of Newfoundland, and the last-named Company is entitled to stand in the place of the said Atlantic Telegraph Company Limited, in respect to every power or authority given by the said Act (20th Vic. cap. 1.): And whereas previously and down to the 1st May, 1873, exclusive the undertakings of the Society du 6 i ¥ Cable Transatlantique Frangais Limited, {herinafter called the French Cable Company,) the Newfound- land Company, and the Anglo-American Company T/ere being worked by the three Companies respectively, under the provisions of an agreement dated i'ae 15th of January, 1870, and made betwtan 1. Th^ ^Atlantic Telegraph Company, 2. The Anglo- American Com- pany, 3. The Newfoundland Company, (thereinafter called the Anglo Companies,) of the one part, and the French Cable Company of the other part, whereby it was provided that the joint receipts of the Companies parties thereto (as defined in the said agreement) siiould be divided in the following proportions, viz., to the Anglo Companies, (in proportions agreed amonp;st them- selves,) 63^ per cent., and to the French Cable Company 36| pex' cent. : And whereas by a sub-agreement, dated the same 15th of January, 1870, and made between the New- foundland Company of the first part, the Atlantic Teletrraph Company of the second part, and the Anglo- American Company of the third part, it was agreed that the Atlantic Company and the Anglo-American Company should have two-thirds, and the Newfound- land Company one-third of the receipts accruing to the Anglo Companies under the said lastly herein- before recited agreement, subject to the payment by the Newfoundland Company to the Anglo- American Com- pany, out of its proportion of the receipts thereunder, of the said annual subsidy of £25,000 : And whereas by resolutions of a majority in interest of the stocUholders of the Newfoundland Company, duly passed at a meeting held in London on the 5th of May, 1873, the Directo^'^ of that Company were autho- rised to execute an agieement in the terms hereinafter contained : And whereas by special resolutions unanimously passed at an extraordinary general meeting of the Shareholders of the Anglo-American Company, held in London on the 22nd May, 1273, and confirmed at a like meeting held in London on the i 3th June 1873, the Directors of that Company were also authorised to execute an agreement in the terms hereinafter con- tained : vm 'if And whekkas it has been agreed that pursuant to the hereinbefore recited Act of Newfoundland, (20 Vict., cap. 1) the Newfoundland Conripany shall effect a consolidation with the Anglo-American Company upon such terms and conditions as hereinafter provided, but that previously thereto the Newfoundland Com- pany shall sell and make over to the Land Company certain parts of the property of the Newfoundland Company which are not intended to become the property of the Anglo-American Compan}': And whereas a^i agreement, bearing even date with and executed at the same time as these presents, has been entered into between the Newfoundland Company and the Land Company, a copy whereof is annexed by way of schedule to these presents, and which is hereinafter referred to as the annexed agreement: And whereas the Newfoundland Company has delivered an account to the Anglo-American Company, by which it appears that the Newfoundland Company has paid all debts owing by it on the 1st May, 1873, except certain debentures for £16,000, the interest of which is guaranteed by the Newfoundland Government: And whereas the capital of the Newfoundland Company at present issued and outstanding is ^4,322,600, equal at the ej^change of four shillings to the dollar to £864,520, divided into 43,226 shares of ^100, equal at the same exchange to £20 each. NOW THESE PRESENTS WITNESS, that in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto do mutually covenant, agree and declare with and to each other, each Company covenanting for the acts to be done by it, in manner following (that is to say): — 1. The Newfoundland Company will with all con- venient speed, and at the expense in all respects of the Land Company, complete the sale and transfer to the Land Company, in pursuance of the annexed agree- ment, of such part of the property of the Newfoundland Company as is not intended to be, in pursuance of Art. 7, vested in or transf rred to the Anglo-American Company. 2. The Newfoundland Coa:pany will forthwith give 8 notice for payment off of the amount thereof, at maturity, and will forthwith pay over to the Anglo-American Company the sum of £16,000, the principal of the said debenture debt. The Anglo-American Company shall apply the said sum to purchasing at any price not exceeding par or paying off at maturity the said debentures, and shall invest the said sum until required for that purpose, upon such security as the said Company shall think fit, and shall apply the interest and pro- ceeds of such investment in or towards paying the interest on the said debentures until the date of their purchase or maturity . If the interest of the said £ 1 6,000 so invested shall not be sufficient to pay the interest on the said debentures, the Land Company will on demand pay the Anglo- American Company the defici- ency. As and when the said debentures are purchased or paid off", the Anglo-American Company shall cancel them, and shall deliver them, so cancelled, to the Government of Newfoundland. 3. So soon as the Newfoundland Company shall have paid the said sum of £16,000 to the Anglo- American Company, the Anglo-American Company will issue and allot the sum of £864,520 in fully paid-up new shares or stock of that Company, to be created as hereinafter provided, to the shareholders of the New- foundland Company, as mentioned in Article 4, and will issue and allot the further sum of £135,480 of such new shares, fully paid up, to the International Financial Society Limited, (hereafter called the Inter- national Society,) to be held by the said Society upon the trusts, and with and subject to the powers and provisions mentioned in Article 5. 4. The £864,520 new shares mentioned in Article 3 shall be issued and allotted by the Anglo-American Company, as fully paid up, to the persons who shall be the registered holders of the shares of the Newfound- land Company, on the 26th June, 1873, ] at the rate of two new shares of £10 for each share of ^100 in the Newfoundland Company held on that day by such persons respectively. 6. The said sum of £135,480 new shares mentioned in Article 3 is to be held upon the following trusts, and with, and subject to the following powers and pro- visions, viz. : — (a) Upon trust to receive the dividends to be declared on the said last-mentioned sum of new shares during a period of two years, expiring on the '30th of April, 1875, and invest the same in such manner, other than upon shares of the Anglo-American Com- pany, as shall be agreed on between the Anglo-American Company and the Interna- tional Society from time to time. (b) Upon trust to issue to the holders of the shares of the Newfoundland Company, registered as such on the said 26th June, 1873, one certificate for each share of the Newfoundland Conapany held by them on that day respectively, each of which certificates shall represent TT.Wffth (one forty-three thousand two hun- dred and twenty-sixth) part of the trust fund, consisting of the said new stock and the accumulated dividends thereon, after deducting the costs, charges and expenses of administering the trust, and remunera- tion to the International Society at the rate of £500 per annum during the continuance of the trust. (c) In case the Government of Newfoundland shall not, before the 1st of May, 1875, have taken any action, by which the present posi- tion of the Newfoundland Company, or that of the Anglo-American Company, as the Company with which the Newfoundland Company shall have united or mto which it shall have merged, may be altered or affected to the prejudice of the Anglo- American Company, the said trust fund shall (subject to the payment of such costs, charges, and expenses, and such remuneration as afor3said,) be distributed rateably among the then holders of the IK ( 4 m 10 said certificates; but if the said New- foundland Government shall before the 1st of May, 1875, have taken any such action as aforesaid, which shall have then proved or shall at any time thereafter prove successful, then tlie said trust fund shall (subject to the payment of such costs, charges, expenses, and remuneration,) be transferred to and become the property of the Anglo-American Company. (d) In case any compromise or agreement for compromise shall be entered into between the Anglo-American Company and the Newfoundland Government of any claim made or proceeding taken by the Newfoundland Government, the Anglo- American Company and the International Society may enter into any modified or new arrangement respecting the trust fund and the division of it beiween the Anglo- American Company and the holders of the said certificates in such proportions as may be approved by the International Society ; and every such compromise, if approved by the International Society, and every such agreement between the Anglo-American Company and the Inter- national Society, shall be binding on all the holders of the said certificates, and neither the International Society nor the Anglo- American Company shall in any way what- ever be answerable or accountable to such holders for any such compromise made or agreement entered into in good faith, nor shall the discretion of the International Society in approving of any such com- promise or entering into any such agree- ment as aforesaid, be subject to be re- strained or interfered with by any Court at the instance of any of the said holdoi's. 8. Every shareholder of the Newfoundland Com- pany entitled to an allotment of new shares in the 11 Anglo-American Company, under Article 4, and to one or more certificates under Article 5, shall, upon delivery to him of a certificate or certificates of the new shares in the A n^lo- American Company to which he may be entitled under Article 4, and of the trustees' certificates to which he may be entitled under Article 5, deliver up to the Anglo- American Company the certificate or certificates of his shares in the Newfoundland Company to be cancelled. But the Anglo-American Company may waive this provision in any case in which evidence satisfactory to the Board of Directors of that Company is produced of the loss or destruction of such last mentioned certificate or certificates. 7. When and so soon as the Newfoundland Company shall have completed the sale and transfer to the Land Company, in accordance with Article 1, of all the property not intended by this Article to be vested in the An^lo- American Company, and without waiting for the allot- ment of shares to be made by the Anglo- American Company as hereinbefore provided, the undertaking and business of a telegraphic Company carried on by the Newfoundland Company, and all cables, land- lines, stations, instruments, plant, machinery and apparatus of the last named Company, and all its lands and buildings used or likely to be reasonably required for telegraphic purposes, (subject as to lands and buildings likely to be so required to the proviso hereinafter in this Article contained,) and excepting as to all land and buildings, the mines and minerals thereunder, and the right to mine and carry away the same, and (by way of inclusion and not of exception,) all other its pro- perty used or required for telegraphic purposes, or for and in connection with its said business of a telegraphic Company, and the share register, share ledger and books of the Newfoundland Company relating to its general business, shall vest in and become the property of the Anglo-American Company, for all the estate and interest for which the Newfoundland Company now holds and owns the same, free from all mortgages and other similar incumbrances, but subject to all such rents, services, easements, conditions, and liabilities (if any) as they are now subject to, or the Anglo-American Company 12 as the Company with which the Newfoundland Com- pany shall have united or into which it shall have merged, will, pursuant to the provisions of the said Act 20th Vict. c. 1, become subject to: and all the rights, powers, privileges, monopolies and con- cessions granted to or vested in or enjoyed by the Newfoundland Company under any Acts of the Legislatures of Newfoundland, Prince Edward's Island, Canada, or the State of Maine, or otherwise what- soever, (other than the right to further grants of lands from the Governments of Newfoundland and Prince Edward's Island respectively, ) shall vest in and belong to and be exerciseable and enjoyed by the Anglo-American Company, and the last named Company shall be entitled to the benefit, and will accept and undertake, and shall be liable to the biu'den, of all contracts and agreements entered into by the Newfoundland Company for the purposes of their said telegraph business, and all the profits and receipts of the same business as from the 1 st of May, 1873: Provided always that the vesting in the Anglo-American Company of lands and buildings of tlie Newfoundland Company not now used but likely to be reasonably required for telegraphic purposes, shall be subject to the provisions with reference thereto con- tained in the annexed agreement. All payments and outgoings to which the Newfoundland Company shall have become liable after the said 1st May in the ordi- nary course of carrying on its telegraphic business, and for the purposes thereof, shall be borne by the Anglo-American Company. 8. The Newfoundland Company will, if required by the Anglo-American Company and at the expense in all respects of the last named Company, execute under its common seal, and at the time mentioied at the commencement of the preceding Article deliver, to the Anglo-American Company, a conveyance, assignment, and transfer to the Anglo-American Company of all or any part of the property, rights, powers, privileges, monopolies, and concessions which, in pursuance of that Article, are to be vested in the Anglo-American Company; and will do all such other acts and things as by the Anglo-American Company may reasonably be 13 required for eifectually vestin . '■ - :»• -' — '■ - i-:--[ ■': - ■ ^ - ^'"-~'^' , "■ '■■^" ■ • " -"■ T;r ' ii ^-..._-_„..ij,^:-^ • — - . J, . . . . -_ . 'A 1 * ;*„:*^ V. %xMt^ of %5Xtmtnt made this 26th day of June, 1873, Between The New York, Newfoundland and London Tele- graph Company, (hereinafter called the Newfoundland Company,) of the first part, The Anglo-American Telegraph Com- pany Limited, (hereinafter called the Anglo-American Company,) of the second part, and The International Financial Society Limited, (hereinafter called the Society,) of the third part : Whereas the Newfoundland Company was incor- porated by an Act of the Legislature of Newfoundland (17th Vic, cap. 2), passed on the 15th April, 1854; and under the said Act and other Acts of the same legislature amending the same, the Newfoundland Com- pany has certain exclusive rights and privileges as regards telegraphic operations in Newfoundland for a period of fifty years from its incorporation, subject to such right of pre-emption by the Government of the said colony, to come into effect after twenty years from the passing of the said Act, (17th Vic, cap. 2,) as in the said Act mentioned : And whereas the Newfoundland Company has from time to time established, and is now the owner of, various main lines of telegraph, by means whereof it has established a communication with the continent of America; and various branch lines, including one between New Brunswick and Prince Edward's Island, and land lines in the last mentioned Island, a system of telegraphic lines in Cape Breton : And whereas by an Act of the Legislature of New- foundland (20th Vic, cap. 1), passed on the 3rd of March, 1857, tha Newfoundland Company is empowered *■ _ PWXWfff Wf ''i;-' ^■fiy^ by resolution of the stockholuors, or a majority of them in interest, to effect a consolidation with the Atlantic Telegraph Company Limited, upon such terms and conditions, and under such corporate name as might be agreed upon between the ^aid Companies : and it was thereby provided that in case the Atlantic Telegraph Company Limited should procure their incorporation in that or any other name by an A^t of the Imperial Parliament, or in case any other Company should there- after be formed with which the Newfoundland Company shv -'Id enter into an agreement similar in terms to that mentioned in the Act, such other Corporation or Com- pany should stand in the place of the said Atlantic Telegraph Company Limited in respect to evsry powtr or authority thereby given : And whereas the Anglo-American Company was formed in the year 1866, under the provisions of the Companies' Act, 1862, for the purpose (amongst other things) of the construction, maintenance and working of submarine and land telegraphs between Great Britain and America, or between any places or points forming or intended to form part or parts of any telegraphic route between those countries or any intermediate places, and the entering into contracts and agreements with any company, corporation or persons with refer- ence to any objects of the Company, and the acquiring by purchase or otherwise all such concessions, grants, privileges and other rights as might be useful or desir- able for :ny of the objects mentioned in its Memoran- dum of Association: And whereas the Anglo-American Company is empowered by its Articles of Association to do the following things (amongst others), viz. : — ( 1 ) To increase its capital ; (2) To issue to any company, corporation or per- son shares wholly or partly paid-up in lieu of making payment in money ; (3) To purchase or acquire the whole or any part of the property, assets or business of any other company or corporation: And whereas various woi king and other agreements > ■"■;-.y--^ :'^,>;^'--^ ' T--^ , 'J ; have from time to time beeu entered into between the Newfoundland Company and the Atlantic Telegrapii Company and the Anglo-American Company respec- tively, and by an agreement dated the 27th March, 1866, which has been confirmed by subsequent agree- ments, the Newfoundland Company agreed to pay to the Anglo-American Company, out of certain receipts therein mentioned, a subsidy at the rate of £25,000 a-year : And whereas sifter the date of the said Act of New- foundland (20th Vict., cap. 1), the Atlantic Telegraph Company Limited was incorporated by an Act of the Imperial Parliament, under the name of the Atlantic Telegraph Company, and pursuant to certain arrange- ments made between the two Companies, all the undertaking, property, rights, and privileges of the Atlantic Telegraph Company have become vested in the Anglo-American Company, and the Newfoundland Company entered into an agreement with the Anglo- American Company that the last-mentioned Company' might extend its submarine cables to the Island of New- foundland, and the last named Company is entitled to stand in the place of the said Atlantic Telegraph Com- pany Limited, in respect to every power or authority given by the said Act (20th Vic, cap. 1): And whereas by resolutions of a majority in interest of the stockholders of the Newfoundland Company, duly passed at a meeting held in London on the 5th of May, 1873,the Directors of that Company were autho- rised to execute an agreement in the terms of that which is next liereinafter recited or referred to : And whereas by special resolutions unanimously passed at an extraordinary general meetiiig of the Shareholders of the Anglo-American Company, held in London on the 22nd May, 1873, and confirmed at a like meeting held in London on the 13th June, 1873, the Directors of that Company were also authorised to execute an agreement in the same terms : And whereas by an agreement, bearing even date with but executed immediately before these presents, and made between the Newfoundland Company of the ' II m4 first part, the Anglo-American Company of tlie second part, and the Newfoundland L and Company Limited of the third part, it is agreed that pursuant to the hereinbefore recited Act of Newfoundland (20th Vict., cap. 1) the Newfoundland Company shall effect a con- solidation with the Anglo-American Company, upon such terms and conditions as thereinafter provided, one of which is that the Anglo-American Company shall allot and issue to the Society the shares hereinafter men- tioned, to be held upon the trusts, and with, under, and subject to the powers and provisions hereinafter contained. And whereas the capital of the Newfoundland Company at j)resent issued and outstanding is ^4,322,600, equal at the exchange of four shillings to the dollar .o £864,520, divided into 43,226 shares of ^100, equal at the same exchange to £20 each. NOW THESE PRESENTS WITNESS, that in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto do mutually covenant, agree, and declare with and to each other, each party covenanting for the acts to be done by it, in manner following (that is to say) • — Article 1, So soon as the Newfoundland Company shall have paid to the Anglo-American Company the sum of £16,000 mentioned in the hereinbefore recited agreement of even date herewith, the Anglo-American Company will issue and allot the sum of £135,480 of new shares or stock of that Company fully paid up, to the Society, to be held by the said Society upon trust to deal therewith in accordance with the provisions of this agreement. Article 2. The Society shall receive the dividends to be declared on the said new shares during a period of two years, expiring on the 30th o^ April, 1875, and ill vest the same in such manner, other than upon shares of the Anglo-American Company, as shall be agreed on between the Anglo-American Company and the Society from time to time. Article 3. The Society shall issue to the holders of iW:T' ^^ws^PIPfyjfK^ the shares of the Newfoundland Company, registered as such on the 26th June, 1873, one certificate for each share of the Newfoundland Company held by them on that day respectively, each of which certifi- cates shall represent TrJ^^th (one forty-three thousand two hundred and twenty-sixth) part of the trust fund, consisting of the said new stock and the accumulated dividends thereon, after deducting the costs, charges and expenses of administering the trust, and remunera- tion to the Socety at the rate of £500 per annum during the continuance of the trust, which the Society is hereby authorised to deduct and retain. Article 4. In case the Government of Newfoundland shall not, before the 1st of May, 1875, have taken any action, by which the present position of the Newfound- land Company, or that of the Anglo-American Company, as the Company with which the Newfoundland Com- pany shall have united or into which it shall have merged, may be altered or affected to the prejudice of the Anglo-American Company, the said trust fund shall (subject to the payment of such costs, charges, and expenses, and such remuneration as aforesaid,) be distributed rateably among the then holders of the said certificates; but if the said Newfoundland Government shall before the 1st of May, 1875, have taken any such action as aforesaid, which shall have then prov 3d or shall at any time thereafter prove successful, then the said trust fund shall (subject to the payment of such costs, charges, expenses, and remuneration,) be trans- ferred to and become the property of the Anglo- American Company. Article 5. In case any compromise or agreement for compromise shall be entered into between the Anglo- American Company and the Newfoundland Government of any claim made or proceeding taken by the New- foundland Government, the Anglo-American Company and the Society may enter into any modified or new arrangement respecting the trust fund and the division of it between the Anglo-American Company and the holders of the said certificates, in such proportions as may be approved by the International Society; and 3 i ^ every such compromise, if approved by the Society, and every such agreement between the Anglo-American Company and the Society, shall be binding on all the holders of the said certificates, and neither the Society i or the Anglo-American Company shall in any way whatever be answerable or accountable to such holders for any such compromise nnade or agree- ment entered into in good faith, nor shall the discretion of the Society in approving of any such compromise or entering into any such agreement as aforesaid, be subject to be restrained or interfered with by any Court at the instance of any of the said holders. Article 6. All the trusts, powers, and authorities hereby given to the Society shall be performed and exercised by the Board for the time being of the Society or the majority of the Directors at the time being pre- sent at the Board, in the same way as they administer the affairs of the Society itself, and none of the Director** of the Society shall under any circumstances whatever be personally responsible to the holders of the certificates for any breach of trust by reason of any act done or purporting to be done by them in the admi- nistration of the trusts, powers and authorities herein reposed in or given to the Society, nocwitji- standing the said Directors or any of them uiay as such Directors have done or concurred in doing the acts alleged to be breaches of trust, it being the distinct intention and purpose of the parties hereto that the Society shall alone be responsible to the holders of the certificates. Article 7. The Society shall keep such registers as it shall think fit of the persons from time to time holders of tne said certificates, and the remuneration of £500 per annum hereinbefore mentioned shall cover all office expenses of the Society in respect of keeping the said register, and issuing the certificates, and registering transfers thereof, but the Society shall be entitled to expenses incurred for printing, stationery, postage and other stamps. . ; •, In witness whereof each of the parties hereto hath John Grant, Secretary, Robert A. Heath, » Chairman. W. A. Michael, Secretary. hereunto caused its common seal, and the hands of one of its Directors, and its Secretary to be hereunto set, the day and yea** first above written. The Common Seal of the Anglo- American Company Limited was hereunto affixed in the presence of Aug. T. Hamilton, Director. John Grant, Secretary. James Anderson, Director. ▼I. ^rticks of ^QUmmi made this 25th day of June, 1873, between the Anglo- American Telegraph Company Limited (hereinafter called the Anglo-American •Company) of the first part ; the New York Newfoundland and London Telegraph Company, hereinafter called the Newfound- land Company, of the second part; and the International Financial Society Limited^ (hereinafter called the Society, of the third) . part : Whereas puisuant to certain special resolutions of the Anglo-American Company, duly passed on the 22nd May, 1873, and confirmed on the 13th June, 1873, and certain resolutions duly passed at a general meeting of the shareholders of the Newfoundland Com- pany, held on the 5th May, 1873, the Newfoundland Company has entered into an agreement with the Anglo-American Company for the vesting in that Com- pany of the Newfoundland Company's telegraphic pro- perty, undertaking and business, and for the union,merger and consolidation of the Newfoundland Company in and with the Anglo-American Company, in consideration of the allotments of shares hereinafter agreed to be made, and the Anglo-American Company has thereby agreed to increase its present share capital to £7,000,000 sterling by the Cxcation of new shares: Now these presents witness that in consideration of the premises it is hereby agreed between the parties hereto that the Anglo-American Company will allot and issue to the persons who shall be the registered holders of the shares of the Newfoundland Company, on the 26lh June, 1873, 86,452 new shares of the Anglo- American Company of £10 each of the nominal value of £864,520, credited as fully paid up, which shares are numbered or intended to be numbered from 600,001 to 686,452 both inclusive, which allotment shall be made to the said persons at the rate of two new shares of £10 each for every one share of ,^100 in the Newfoundland Company, held on that day by such persons respectively, and the Anglo-American Company will also allot and issue to the Society 13,548 new shares of £10 each, of the nominal value of £135,480, credited as fully paid up, which said last- mentioned shares are numbered or intended to be numbered from 686,453 to 700,000 both inclusive: and none of the said shares hereinbefore mentioned shall be subject to the payment of any part thereof in cash. In witness whereof each of the parties hereto hath hereunto caused its common seal, and the hands of one of its Directors and its Secretary to be hereunto set, the day and year first above written. The Common Seal of the Anglo- American Telegraph Company Limited was hereunto affixed / ^eai of in the presence of Aug. T. Hamilton, Director. John Grant, Secretary. James Anderson, Director of the Newfoundland Telegraph Company. John Grant, Secretary of the same Company. Seal of the New York, Newfoundland and London Telegraph Company. KoBERT A. Heath, Chairman. W. A. Michael, Secretary. I :-v - ^^B^^g^