London Passenger Transport Act 1933

Part VIIIU.K. Transitional and Supplemental Provisions

F181 Exemption from stamp duties.U.K.

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82—84.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F2U.K.

85 Pending proceedings and existing contracts.U.K.

(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F3

(2)Subject to the provisions of this Act, all contracts, deeds, bonds, agreements, and other instruments, and all working arrangements subsisting immediately before the appointed day, and affecting the undertakers of any undertaking specified in Parts I, II, III or VI of the Second Schedule to this Act shall, in so far as they relate to that undertaking, be of as full force and effect against or in favour of [F4the Executive], and may be enforced as fully and effectually as if, instead of the undertakers, [F4the Executive] had been a party thereto:

(a)shall apply to any contract the liability under which is by virtue of Part VII . . . F5 of this Act to remain a liability of the undertakers; or

(b)shall affect any proceeding, cause of action, contract, deed, bond, agreement or other instrument relating solely to any part of an undertaking which is not transferred to [F4the Executive] by this Act.

86 Provisions as to substituted stock.U.K.

(1)Any transport stock issued in substitution for any existing stock shall be held in the same rights and on the same trusts and subject to the same powers, privileges, provisions, charges and liabilities as those in, on or subject to which the stock was held immediately before the substitution, and so as to give effect to and not revoke any deed, will or other instrument or testamentary or other disposition disposing of or affecting the stock, and every such deed, will, instrument or disposition shall take effect with reference to the whole or a proportionate part, as the case may be, of the substituted transport stock.

(2)Trustees, executors and all other holders in any representative or fiduciary capacity of any existing stock for which transport stock is substituted may hold, dispose of or otherwise deal with the substituted stock in all respects as they might have held, disposed of or otherwise dealt with the stock for which it was substituted.

(3)In this section the expression “existing stock” includes existing shares or securities, and references to that stock shall be construed accordingly.

87. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F6U.K.

88 Dissolution of the Underground Electric Railways Company of London Limited and the London and Suburban Traction Company Limited.U.K.

(1)Before or as soon as may be after the issue of the transport stock to which the Underground Electric Railways Company of London Limited (hereinafter referred to as “the Underground Company”) and the London and Suburban Traction Company Limited (hereinafter referred to as “the London and Suburban Company”) respectively, or the trustees under deeds securing the debenture stocks of those companies (in this subsection referred to as “the said trustees”) may be entitled by virtue of their interests in the undertakings specified in Part I of the Second Schedule to this Act—

(a)the Underground Company shall apply to [F7the Executive] to issue to the company or to the said trustees—

(i)in exchange for the “A” stock to which the company or the said trustees may become so entitled, an amount of “B” stock, bearing interest at the rate of five per cent. per annum, of the equivalent nominal value; and

(ii)in exchange for an amount of “C” stock of the nominal value of four million, one hundred and three thousand, seven hundred and fifty-two pounds, an amount of “B” stock, bearing interest at the rate of five per cent. per annum, of the nominal value of three million, eight hundred and fifty-three thousand, seven hundred and fifty-two pounds

and upon receipt of that application or, in the event of any interest having been previously paid on the “A” or the “C” stock to be exchanged, upon receipt of that application together with a refund of any moneys actually received by the Underground Company or by the said trustees in respect of that interest, [F7the Executive] shall issue to the company, or to the said trustees, as the case may be, the amounts of “B” stock so applied for, and the “A” stock and “C” stock in exchange for which the “B” stock is to be issued shall be surrendered by the company or the said trustees to [F7the Executive] and shall be cancelled by [F7the Executive];

(b)[F7the Executive] shall transfer as from the appointed day to the Underground Company all the shares of the North Metropolitan Electric Power Supply Company, which become vested in [F7the Executive] by virtue of the transfer to [F7the Executive] of the undertaking of the Metropolitan Electric Tramways Limited, so, however, that, in the case of shares acqired by the Metropolitan Electric Tramways Limited before the first day of January, nineteen hundred and thirty-one, any dividend paid on those shares after the appointed day to [F7the Executive] or to the Underground Company as holders of those shares shall be apportioned between [F7the Executive] and the Underground Company so as to secure that there shall ensue to [F7the Executive] such portion of the dividend as relates to the period before the appointed day, and upon the transfer being effected the Underground Company as consideration therefor (i) shall pay to [F7the Executive] a sum equal to the amount at which the shares acquired by the Metropolitan Electric Tramways Limited before the first day of January, nineteen hundred and thirty-one, were valued for the purpose of fixing the consideration to be given by [F7the Executive] for the transfer of that undertaking, together with interest on that sum at the rate of five per cent. per annum from the appointed day to the date of payment; and (ii) shall release and discharge [F7the Executive] from each and every liability to which [F7the Executive] may or may have become subject by virtue of the transfer to [F7the Executive] of the undertaking of the Metropolitan Electric Tramways Limited in respect of any loan made to that company by the Underground Company for the purpose of, or any other indebtedness of that company towards the Underground Company incurred by reason of, acquiring any of those shares after the first day of January, nineteen hundred and thirty-one;

(c)the Underground Company and the London and Suburban Company shall respectively prepare schemes for the liquidation of those companies, and for the distribution, subject to the provisions of this section, amongst the stockholders and shareholders of the respective companies of any transport stock (other than fractional parts of transport stock which cannot conveniently be distributed) to which those companies or the said trustees become entitled under this Act, or under any exchange of, or subscription for transport stock effected pursuant to this section, and of the other assets of those companies, or the proceeds of sale of those assets or such fractional parts of transport stock as aforesaid, remaining after payment or discharge of the debts and liabilities of those companies respectively, and of any sums which those companies respectively may in general meeting authorise to be paid to any persons as compensation for loss of office or employment, or in recognition of any services rendered to those respective companies and the expenses of carrying the schemes into effect.

(2)The scheme so to be prepared by the Underground Company may further provide—

(a)for the formation by the Underground Company of a company (in this section referred to as “the new company”) to be incorporated under the M1Companies Act 1929 as a company limited by shares and registered with a memorandum and articles of association in such form as may be prescribed by the scheme;

(b)for the transfer to the new company, in lieu of distribution amongst the stockholders and shareholders of the Underground Company of such part of the assets of the Underground Company remaining as aforesaid (other than transport stock distributed or to be distributed among the stockholders and shareholders of the Underground Company) as may be prescribed by the scheme in exchange for fully paid shares or stock or both of the new company;

(c)for the distribution amongst the stockholders and shareholders of the Underground Company of the Shares and stock so taken in exchange by the Underground Company; and

(d)for the conversion of the existing Central London Railway Guaranteed Assented ordinary, preferred ordinary, and deferred ordinary stocks constituted by trust deed dated the thirteenth day of December, nineteen hundred and twelve, made between the Underground Company of the one part and Glyn, Mills and Co. (then and therein called Glyn, Mills, Currie and Co. and in this subsection referred to as “the said trustees”) of the other part into equal nominal amounts of a single new guaranteed Assented stock (to be known as Central London (New) Guaranteed Assented Stock, in this section referred to as “new assented stock”) to be constituted in accordance with the provisions of Part III of the Third Schedule to this Act,

and in the event of the scheme so prepared becoming binding and operative, it shall be lawful for [F7the Executive], and if so required by the Underground Company, [F7the Executive] shall—

(i)guarantee the payment by the said trustees of interest on the new assented stock at the fixed rate of interest of four per cent. per annum; and

(ii)execute and do, or concur with any other necessary parties in executing or doing, all trust deeds, documents and things necessary for constituting the new assented stock in accordance with the provisions of the said Part of the said Schedule.

(3)For the purpose of any scheme so prepared—

(a)the Underground Company may subscribe for, and in that event [F7the Executive] shall issue to the company at a price of ninety-five pounds for every one hundred pounds nominal value of stock, such amount of transport “B” stock, bearing interest at the rate of five per cent. per annum, not exceeding one million pounds in nominal value, as may be required for the purpose of the scheme of that company; and

(b)the London and Suburban Company may subscribe for, and in that event [F7the Executive] shall issue to the company at a price of ninety-five pounds for every one hundred pounds nominal value of stock, such amount of transport “B” stock bearing interest at the rate of five per cent. per annum, not exceeding eight hundred and fifty thousand pounds in nominal value, as may be required for the scheme of that company.

Where in respect of any stock issued under this subsection the purchase price is paid to [F7the Executive] at any time after the appointed day, the company to which the stock is issued shall pay to [F7the Executive] an additional sum by way of interest calculated on the nominal value of the stock subscribed for at the rate of five per cent. per annum from the appointed day until the date of payment of the purchase price.

(4)Any arrangements made by the Underground Company with any class of its stockholders or shareholders, or with the holders of Metropolitan District Railway Assented First Preference Stock, or with the holders of Central London Railway Guaranteed Assented ordinary, preferred ordinary, or deferred ordinary Stocks, or by the London and Suburban Company with any class of its stockholders or shareholders, in anticipation of and with a view to carrying out any of the provisions of this section and which have been conditionally assented to by such holders respectively before the passing of this Act shall, subject to such adjustment of dates as may be certified by the Secretary of the Underground Company, or of the London and Suburban Company, as the case may be, to be necessary by reason of the appointed day under this Act being on a day later than the first day of January nineteen hundred and thirty-two, be treated for all purposes of this Act as if they were, or formed part of, schemes prepared by those companies respectively under this section.

(5)As soon as may be after the schemes prepared under this section have become binding upon the stockholders and shareholders of the Underground Company and the London and Suburban Company respectively, the winding up of those companies shall be proceeded with in accordance with the provisions of the M2Companies Act 1929.

(6)Where in pursuance of a scheme made or deemed to be made under this section any transport stock is taken by holders of stocks or shares of the Underground Company or of the London and Suburban Company in exchange or part exchange for those stocks or shares respectively, or by holders of Metropolitan District Assented First Preference Stock in exchange for that stock, or any new Assented stock is taken by the holders of Central London Railway Guaranteed Assented ordinary, preferred ordinary or deferred ordinary stock in exchange for that stock, or any transport stock is taken by the holders of new assented stock in exchange for that stock, or any stocks or shares in the new company (whether in the course of the liquidation of the Underground Company or otherwise) are distributed amongst the holders of shares or stocks of the Underground Company, the provisions of section eighty-six of this Act shall apply to the stock so taken in exchange and to the stocks and shares of the new company so distributed and to the trustees, executors, and all other holders in any representative or fiduciary capacity of any stock or shares for which that stock is exchanged, and to the trustees, executors, and all other holders in any representative or fiduciary capacity of stocks or shares of the Underground Company who receive stocks or shares of the new company upon any such distribution thereof as aforesaid as fully and effectually as if in that section the expression “existing stock” included the stock and shares so exchanged and the stocks and shares of the Underground Company, and as if the expression “transport stock issued in substitution” included transport stock and new assented stock so taken in exchange and stocks and shares in the new company so distributed.

(7)Trustees, executors, and other holders in any representative or fiduciary capacity of stocks or shares of the Underground Company, or of the London and Suburban Company, or of the Metropolitan District Railway Assented First Preference Stock, or of Central London Railway Guaranteed Assented ordinary, preferred ordinary, or deferred ordinary stock may concur and shall be deemed always to have had power to concur in any scheme made or deemed to be made by the Underground Company or by the London and Suburban Company under this section.

(8)Where the Underground Company or the London and Suburban Company is unable after diligent inquiry to find the person to whom any transport stock or money representing the proceeds of sale of any other assets of those companies, or any share or security of the new company, or any new assented stock is issuable or payable in pursuance of a scheme made under this section, or where any transport stock or any such money, share or security or new assented stock as aforesaid is so issuable or payable to a person who, or whose committee, cannot give an effectual receipt for the same, the company may transfer the stock, share, or security, or pay the money as nearly as may be, in manner provided for the payment of securities or money into court by trustees under section sixty-three of the M3Trustee Act 1925 and that section shall apply with all necessary modifications to such stock, share, security, and money.

(9)For the purposes of this section, unless the context otherwise requires, the expression “stockholders” includes holders of debenture stock, and the expression “stock” shall be construed accordingly and the expression “the appointed day” means the first day of July, nineteen hundred and thirty-three.

89 Provisions as to certain stocks of the Metropolitan Railway Company.U.K.

(1)For the purpose of conferring upon the holders of the following stocks of the Metropolitan Railway Company (in this section referred to as the “Metropolitan Company”) that is to say, the Three and one-half per cent. Convertible Preference Stock (in this section referred to as “Metropolitan Convertible Stock”), and the Consolidated Stock (in this section referred to as “Metropolitan Ordinary Stock”) the conversion or exchange rights hereinafter specified, and of making provision for the creation of the new stock hereinafter mentioned, the following provisions shall have effect.

(2)Any registered holder of Metropolitan Convertible Stock may, by notice in writing (in this section referred to as “a conversion notice”) given to and received by the Metropolitan Company not later than three months from the passing of this Act, and accompanied by the certificate of the stock to which the notice relates, require that the whole, or any portion, of the stock held by him shall be converted into Metropolitan Ordinary Stock of the same nominal amount; and, upon any such requisition being so made, the Metropolitan Convertible Stock specified in the notice shall, by virtue of this section, be converted into Metropolitan Ordinary Stock of the like nominal amount, and the Metropolitan Company shall register the holder of the stock in respect of which the notice was given as the holder of such Metropolitan Ordinary Stock; but save as aforesaid the conversion rights attached to the Metropolitan Convertible Stock shall cease to have effect.

(3)The Metropolitan Ordinary Stock resulting from any such conversion as aforesaid shall rank for dividend as from the commencement of the half-year in which the conversion notice is received, and the Metropolitan Convertible Stock so converted shall cease to rank for dividend as from the end of the half-year immediately preceding that half-year.

(4)Where the whole of the Metropolitan Convertible Stock comprised in any certificate is so converted the certificate of the stock and the conversion notice relating thereto shall (until a new certificate, if any, is issued) together be deemed to be a certificate of the amount of Metropolitan Ordinary Stock resulting from such conversion as aforesaid.

(5)As on the appointed day there shall by virtue of this section be created a new stock to be known as Metropolitan Assented Stock (in this section referred to as “Assented Stock”) of such nominal amount as is necessary for the purpose of giving effect to the exercise by the holders, or persons entitled to be registered as holders, of Metropolitan Ordinary Stock of the right of exchange conferred by the next succeeding subsection.

(6)Any registered holder of Metropolitan Ordinary Stock, whether resulting from the conversion of Metropolitan Convertible Stock or not, and any person entitled to be registered as a holder of Metropolitan Ordinary Stock under subsection (2) of this section, may by notice in writing (in this section referred to as “a notice to exchange”) given to and received by the Metropolitan Company not later than three months from the passing of this Act, and, unless the certificate of the Metropolitan Ordinary Stock to which the notice relates has already been received by the Metropolitan Company, accompanied by such certificate, require that as from the appointed day the whole, or any portion, of the Metropolitan Ordinary Stock held by him shall be exchanged for Assented Stock of the same nominal amount; and, upon any such requisition being so made, the Metropolitan Company shall note the receipt thereof in its books and shall forthwith transmit the certificate of stock to the trustees of the trust deed hereinafter mentioned endorsed with a statement that notice of exchange in respect of that stock has been received, and such receipt by the Metropolitan Company shall, by virtue of this section, have effect as a transfer to the trustees as on the appointed day of the amount of Metropolitan Ordinary Stock specified in the notice to exchange and shall be registered in the books of the Metropolitan Company accordingly.

(7)A conversion notice or notice to exchange shall, after receipt by the Metropolitan Company, be irrevocable.

(8)As from the appointed day the Assented Stock shall confer upon the holders thereof according to the extent of their holdings the rights in this section mentioned and shall be divided among and vested without payment in the several persons who have given notices of exchange, according to the extent of their respective holdings, at the rate of one hundred pounds of Assented Stock for every one hundred pounds of Metropolitan Ordinary Stock so exchanged, and shall as soon as practicable be registered in the books of the trustees in the respective names of the persons entitled thereto, and the trustees shall forthwith issue to those persons, free of charge, the stock certificates relating thereto.

(9)The holders of Assented Stock shall be entitled to be paid, out of the moneys in the hands of the trustees available for the purpose, interest on the nominal amount of their holdings at the fixed rate of three and one-quarter per cent. per annum for a period of fifteen years from the appointed day, and at the fixed rate of three per cent. per annum for a period of ten years thereafter:

(10)The Metropolitan Company shall distribute or cause to be distributed to the trustees the amount of ”C’ transport stock to which the trustees are, by virtue of their holdings of the Metropolitan Ordinary Stock transferred to them as aforesaid, entitled under the Fifth Schedule to this Act, and the trustees shall hold the said ”C’ transport stock and the interest thereon and all other moneys coming into their hands in the execution of the said trusts in trust to give effect to the provisions of this section.

(11)Subject to the provisions of this section, the interest received by the trustees in respect of any year on the ”C’ transport stock for the time being subject to the said trusts, and any other moneys paid to or received by them as trustees of the said trusts, shall be applied year by year by the trustees as follows:—

(a)first, in payment of the costs of the administration of the said trusts;

(b)secondly and subject thereto, in payment of interest on the Assented Stock; and

(c)as to the balance, in distributing the same among the amalgamated railway companies . . . F8

For the purpose of this section the costs of the administration of the said trusts shall be deemed to include the remuneration payable to the trustees under the provisions of the trust deed and to include in the final year of the trust the cost of dissolution thereof.

(12)If the moneys in the hands of the trustees available for the payment of interest on the Assented Stock in respect of any year are insufficient to pay the interest on the stock at the full rate fixed in respect of that year, the amalgamated railway companies, at the request of the trustees, shall, subject to the provisions of this subsection, forthwith pay to the trustees such sum as will, when added to the moneys in the hands of the trustees and available for the purpose, be sufficient to enable payment to be thereby made by the trustees of interest on the Assented Stock at the full rate of interest fixed in respect of that year:

(13)The payments which the amalgamated railway companies are liable to make under the last preceding subsection shall by virtue of this subsection be charged in priority to all other charges and liabilities upon the pooled receipts of the amalgamated railway companies and no charge or liability shall at any time be created ranking in priority to or pari passu with the charge created by this subsection.

(14)If the moneys in the hands of the trustees available for the payment of the costs of the administration of the said trusts shall at any time be insufficient to pay the said costs, the amalgamated railway companies, at the request of the trustees, shall forthwith pay to the trustees such sum as will, when added to the moneys in the hands of the trustees and available for the purpose be sufficient to enable thereby payment or retention of such costs by the trustees, and the moneys shall be applied by the trustees accordingly.

(15)Any registered holder of Assented Stock may, at his option to be exercised by six months’ notice to the trustees, surrender to the trustees the whole, or any part, of that stock for the time being held by him, and shall thereafter be entitled, subject to the provisions of this section, to receive in exchange from the said trustees ”C’ transport stock, out of the transport stock for the time being subject to the said trusts, at the rate of sixty-seven pounds ten shillings of transport stock for every one hundred pounds of Assented Stock so surrendered by him; and, upon such surrender and exchange being effected, the Assented Stock so surrendered shall be cancelled.

(16)At the expiration of twenty-five years from the appointed day or upon the cessation of the liability of the amalgamated railway companies under subsection (12) of this section (whichever shall first occur) there shall, subject to the provisions of this section, be transferred by the trustees to the registered holders of Assented Stock ”C’ transport stock, out of the transport stock for the time being subject to the said trusts, at the rate of sixty-seven pounds ten shillings of transport stock for every one hundred pounds of Assented Stock and in satisfaction thereof or, in the event of the ”C’ transport stock for the time being subject to the said trusts being redeemed by [F9the Executive] before the expiration of twenty-five years from the appointed day or such cessation as aforesaid, the trustees shall distribute the redemption moneys received by them amongst the registered holders of Assented Stock on the date when the redemption takes place according to the amounts of their respective holdings at the rate of sixty-seven pounds ten shillings for every one hundred pounds of Assented Stock, and upon such transfer or distribution the Assented Stock shall be cancelled.

(17)Upon the fulfilment of all other purposes of the said trusts, the balance of any moneys remaining in the hands of the trustees subject to the said trusts shall be distributed amongst the amalgamated railway companies . . . F8 and upon the completion of such transfer and distribution as aforesaid the said trusts by virtue of this section shall be dissolved.

(18)Subject to the provisions of this section Assented Stock shall be held, transferred, and dealt with in accordance with the provisions of the trust deed.

(19)In the event of the amalgamated railway companies making default for a period of not less than three months in the payment of any sum payable by them to the trustees under this section the trustees may and, if so required by the holders of Assented Stock of an aggregate nominal value of not less than ten thousand pounds, shall apply to the High Court for the appointment of a receiver of the pooled receipts of the amalgamated railway companies.

(20)Where the amount of transport stock to which any registered holder of assented stock would be entitled under subsection (15) or subsection (16) of this section comprises a fractional part of a pound, the trustees shall, in lieu of transferring that amount, transfer to that holder transport stock to the amount of the next even pound below the amount to which he would be so entitled and shall from time to time as convenient sell the amount of transport stock representing the fractional parts of transport stock not so transferred and shall distribute the net proceeds thereof in due proportions amongst the several holders who, but for this provision, would have been entitled to the fractional parts.

(21)Where by virtue of this section or in pursuance of any option conferred by this section any Metropolitan Convertible Stock is converted into Metropolitan Ordinary Stock, or any Assented Stock is taken in exchange for Metropolitan Ordinary Stock by a holder of that stock, or any transport stock is taken by a holder of Assented Stock in exchange for or in satisfaction of that stock, or any redemption moneys are received by a holder of Assented Stock in satisfaction thereof, the provisions of section eighty-six of this Act shall apply to the stock resulting from such conversion or so taken in exchange or satisfaction and the redemption moneys so received in satisfaction of Assented Stock and to the trustees, executors, and all other holders in any representative or fiduciary capacity of any stock so converted or for which the stock taken in exchange is exchanged or of any stock in satisfaction whereof such transport stock or moneys are taken or received, as fully and effectually as if in that section the expression “existing stock” included the stock so converted, exchanged, or satisfied, and as if in that section the expression “transport stock issued in substitution” included Metropolitan Ordinary Stock resulting from such conversion and transport stock or Assented Stock so taken in exchange or satisfaction or moneys so received in satisfaction.

(22)The trust deed hereinbefore referred to shall be executed between the Metropolitan Company of the first part and such other persons as may be agreed between the Metropolitan Company and the amalgamated railway companies, or, in default of agreement, as may be appointed by the Minister, as trustees of the second part, and each of the amalgamated railway companies of the other parts, and shall contain such trusts, terms, and conditions as may be necessary or expedient having regard to the provisions of this section and such other terms and conditions of a like nature to the terms and conditions relating to the administration of the trust which are contained in the trust deed which is referred to as the old trust deed in Part III of the Third Schedule to this Act as are not inconsistent with the provisions of this section.

F10(23). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(24)In this section, unless the context otherwise requires, the following expressions have the meanings hereby assigned to them respectively:—

• “The appointed day” means the first day of July, nineteen hundred and thirty-three;

• “The said trusts” means the trusts to give effect to the provisions of this section;

• “The pooled receipts of the Amalgamated Railway Companies” means so much of the pooled receipts as those companies are entitled to retain or receive under the pooling scheme;

• “The trustees” means the persons for the time being acting as trustees for the purposes of this section and of the trust deed.

90, 91.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F11U.K.

92. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F12U.K.

93 Protection for statutory gas and water undertakers.U.K.

(1)The following provisions shall, unless otherwise agreed between [F13the Executive] and the undertakers, have effect in relation to the abandonment of any tramway, or any part of any such tramway, under or by virtue of section twenty-three of this Act.

(2)Any enactment or agreement which at the date of the passing of this Act ensures for the protection of the undertakers in relation to any such tramway as aforesaid, or any part thereof, or to any rails, paving setts, posts, poles, wires or other works (in this section referred to as “equipment”) used or provided in connection therewith shall, subject to the provisions of this section, continue in force and enure for the protection of the undertakers until the date when the taking up and removal of that equipment is commenced but as from that date shall cease to have effect.

(3)Section thirty of the M4Tramways Act 1870 shall extend and apply to—

(a)the taking up and removal of any such equipment as aforesaid; and

(b)the filling in of the ground and the making good and restoration of the portion of any road disturbed by such taking up and removal

in all respects as if those works or operations were the laying down of a tramway within the meaning of that section:

(4)Where, in pursuance of the said section thirty as applied by this section, any such notice as aforesaid is given to the undertakers, the undertakers may at any time within fourteen days after the receipt by them of that notice give notice to [F13the Executive] that they desire themselves to carry out any lowering or other alteration of the position of any main, pipe, work or apparatus belonging to or controlled by the undertakers which may be agreed between [F13the Executive] and the undertakers, or in default of the agreement determined by arbitration in manner provided by the M5Tramways Act 1870 to be necessary in view of the taking up or removal of any such equipment as aforesaid; and where any such notice is given the undertakers shall forthwith commence, execute and complete that lowering or alteration and any works necessary in connection therewith in such manner as may be agreed between the undertakers and [F13the Executive] or in default of agreement as may be determined as aforesaid.

(5)Upon completion by the undertakers of any such lowering or alteration or works as aforesaid [F13the Executive] shall pay to the undertakers the cost and expenses reasonably incurred by them in connection therewith.

(6)In this section the expression “the undertakers” means the several local authorities, companies and bodies carrying on [F14gas] or water undertakings under statutory powers within the London Traffic Area.

94—96.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F15U.K.

97. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F16U.K.

98 Provisions as to undertaking of Surplus Lands Committee.U.K.

(1)The Metropolitan Railway Company shall, as soon as practicable after the passing of this Act, cause a company (in this section referred to as “the limited company”) to be formed and incorporated under the M6Companies Act 1929 as a company limited by shares and registered with a memorandum and articles of association in such form as may be approved by a resolution passed by the holders of surplus lands stock of the Metropolitan Railway Company (in this section referred to as “surplus lands stock”) in general meeting.

(2)The initial capital of the limited company shall be two million, six hundred and forty thousand, nine hundred and fifteen pounds, divided into five million, two hundred and eighty-one thousand, eight hundred and thirty shares of ten shillings each.

(3)Upon the prescribed date the undertakings of the Surplus Lands Committee shall by virtue of this Act be transferred to and vested in the limited company but not including such a sum of money as may be required for the distribution and payment of interest under subsection (15) of this section.

(4)As soon as practicable after the prescribed date the limited company shall allot and issue to every person who on that date was the registered holder of surplus lands stock shares in the capital of the limited company according to his holding as follows, namely: For every ten shillings of surplus lands stock one share of ten shillings (which shall be deemed to be fully paid up) in the capital of the limited company:

(a)no holder of surplus lands stock shall be entitled to have issued to him shares in the capital of the limited company until he shall have delivered up to the limited company the certficate for the surplus lands stock for which such shares are to be substituted or shall have proved to the reasonable satisfaction of the directors of the limited company the loss or destruction thereof and shall have given such guarantee or indemnity in respect thereof as the said directors may require; and

(b)where the limited company is unable after diligent inquiry to find the person to whom any shares in the capital of the limited company are issuable, or where any such shares as aforesaid are issuable to a person who, or whose committee, cannot give an effectual receipt for the same, the company may transfer the shares, as nearly as may be, in manner provided for the payment of securities into court by trustees under section sixty-three of the M7Trustee Act 1925 and that section shall apply with all necessary modifications to those shares.

(5)Stamp duty shall not be chargeable in respect of the statement of the amount which is to form the nominal capital of the limited company delivered upon the registration of the limited company or otherwise in respect of the initial capital or registration of the limited company, nor shall any such duty be chargeable under section twelve of the M8Finance Act 1895 on any copy of this Act, or on any instrument relating to the vesting in the limited company of the undertaking of the Surplus Lands Committee.

(6)The undertaking of the Surplus Lands Committee shall as from the prescribed date be absolutely released and discharged from any debenture stock of the Metropolitan Railway Company which is a charge thereon, and from all interest on such debenture stock, and from any charge or liability in respect of interest upon any preference stock of the Metropolitan Railway Company.

(7)All shares in the capital of the limited company issued to the holders of surplus lands and stock pursuant to the foregoing provisions of this section shall be held in the same rights, upon the same trusts and subject (so far as is consistent with those provisions) to the same powers, provision, charges and liabilities as those in, upon or subject to which the surplus lands stock for which the shares are substituted were held immediately before the prescribed date, and shall be dealt with, applied and disposed of accordingly, and so as to give effect to and not to revoke any deed, will or other instrument disposing of, or affecting any surplus lands stock; and trustees, executors, adminstrators and all other holders in any representative or fiduciary capacity may accept the shares issued to them pursuant to the foregoing provisions of this section in substitution for the surplus lands stock held by them, and may, subject to the provisions of this section, retain, dispose of or otherwise deal with the same as fully and freely in all respects as they might have retained, disposed of or otherwise dealt with such surplus lands stock.

(8)All transfers or other dispositions of any surplus lands stock shall after the prescribed date be valid and have effect given to them respectively as transfers or dispositions of the number of shares which represent the surplus lands stock thereby expressed to be transferred or disposed of and are substituted for the same under the provisions of this section, notwithstanding that the instrument transferring or disposing thereof describes the same as surplus lands stock, and the bequest of, or any covenant or provision of any deed or agreement relating to any specific amount of surplus lands stock shall be held to apply to a number of shares equal to that which is substituted for such specific amount of surplus lands stock under the provisions of this section.

(9)All sales, conveyances, grants, assurances, deeds, contracts, bonds and agreements affecting the undertaking of the Surplus Lands Committee and in force at the prescribed date shall (save so far as the same relate to any matter or thing not transferred to and vested in the limited company under this section) as from that date be read and construed and be as binding and of as full force and effect in every respect against, or in favour of the limited company, and may be enforced as fully and effectually as if instead of the Metroplitan Railway Company, or the Surplus Lands Committee, the limited company had been a party thereto, or bound thereby, or entitled to the benefit thereof.

(10)Nothing in this section shall release, discharge or suspend any action or other proceeding which was pending by, or against the Surplus Lands Committee, or to which the Surplus Lands Committee were parties immediately before the prescribed date, and any such action or other proceeding may be maintained, prosecuted or continued by, or in favour of, or against the limited company (as the case may be) in the same manner and as effectively as it might have been maintained, prosecuted or continued by, or in favour of, or against the Surplus Lands Committee, if this Act had not been passed, but not further or otherwise.

(11)All books and documents which, if this Act had not been passed, would have been evidence in respect of any matter for or against the Surplus Lands Committee shall be admitted in evidence in respect of the same or the like matter for or against the limited company.

(12)All sums of money at the prescribed date due and payable, or accruing due and payable, to the Surplus Lands Committee shall be payable to and may be collected, recovered and enforced by the limited company in the same manner and with and by the same benefits and processes as those with and by which the Surplus Lands Committee might have enforced the same.

(13)The limited company, shall, upon reasonable notice in writing given by [F17the Executive], produce at the registered office of the limited company for inspection by [F17the Executive] or by any person authorised by [F17the Executive] in that behalf, all deeds, contracts, bonds, agreements and other instruments and all books, documents or papers which relate partly to the Metropolitan Undertaking and partly to the undertaking of the Surplus Lands Committee and [F17the Executive] shall be entitled to take copies of or make extracts therefrom.

(14)As from the prescribed date so much of any special Act relating to the Metropolitan Railway Company as relates to the Surplus Lands Committee or the undertaking of the Surplus Lands Committee shall cease to have effect, except so far as may be necessary for giving effect to the provisions of subsection (15) of this section.

(15)Notwithstanding anything in any special Act relating to the Surplus Lands Committee regulating the accounts of the Committee or prescribing the date at which and the period in respect of which interest on Surplus Lands Stock shall be paid—

(a)the accounts of the Surplus Lands Committee shall be made out for the period ending on the day immediately preceding the prescribed date and shall be duly audited;

(b)the Surplus Lands Committee shall be at liberty to distribute by way of payment of interest on the Surplus Lands Stock amongst the persons who were immediately before the prescribed date the registered holders of that stock a sum not exceeding the balance of the net income which has arisen from the Surplus Lands as shown in the accounts so made up and audited; and

(c)the residue (if any) of such balance of net income after such distribution and payment together with all interest earned after the prescribed date by the sum required for such distribution and payment shall be carried to the credit of the profit and loss account of the limited company.

(16)The amount standing at the prescribed date to the credit of the reserve for repairs and contingencies of the Surplus Lands Committee shall be carried to the credit of a reserve for repairs and contingencies of the limited company.

(17)The limited company shall if so required by the Surplus Lands Committee repay to that committee such sum as may be sufficient to enable the committee to discharge any liability of the committee in respect of income tax.

(18)[F17The Executive] shall, on giving notice in writing to the limited company, be entitled to acquire such of the surplus lands as may—

(a)be required by [F17the Executive] for any purposes connected with the part of the undertaking of [F17the Executive] which was immediately before the appointed day the property of the Metropolitan Railway Company; and

(b)be at the date of such notice the property of the limited company

at a price to be agreed, or in default of agreement to be determined by arbitration in manner provided by the Lands Clauses Acts, but in such case [F17the Executive] shall not be required to pay to the limited company any additional sum beyond the ordinary value by reason of compulsory purchase.

(19)In this Act—

• “The prescribed date” means the date of incorporation mentioned in the certificate of incorporation of the limited company;

• “The Surplus Lands Committee” means the Metropolitan Railway Surplus Lands Committee;

• “The surplus lands” means the surplus lands of the Metropolitan Railway Company separated from the railway stations and works of the said company in accordance with, and pursuant to the provisions of section thirty-nine of the M9Metropolitan Railway Act 1885 and the scheme confirmed by section eleven of the M10Metropolitan Railway Act 1887 and also all lands subsequently acquired pursuant to paragraph (E) of subsection (6) of the said section thirty-nine and the said scheme or to section seventeen of the M11Metropolitan Railway Act, 1889 or to section thirty-seven of the M12Metropolitan Railway Act 1898 or to section fifty-six of the M13Metropolitan Railway Act 1926 or otherwise and which immediately before the prescribed date are under the control and mangement of the Surplus Lands Committee.

• “The undertaking of the Surplus Lands Committee” means—

  (a)

  the surplus lands;

  (b)

  all the rights, powers, duties and liabilities which immediately before the prescribed date were vested in or imposed upon the Metropolitan Railway Company or the Surplus Lands Committee in respect of the surplus lands or any part thereof;

  (c)

  all other property belonging to or under the control and management of the Surplus Lands Committee immediately before the prescribed date; and

  (d)

  all deeds, contracts, bonds, agreements and other instruments and all books, accounts or documents relating solely, or partly to the surplus lands.

99. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F18U.K.

100 Application to Board of 33 & 34 Vict. c. 78.U.K.

The M14Tramways Act 1870 in its application to [F19the Executive] or their undertaking shall have effect as if the following provisions thereof were omitted therefrom, that is to say, so much of section twenty-eight as relates to the abandonment of undertakings, the taking up of tramways or parts of tramways and the restoration of roads, and sections thirty-five to forty, both inclusive, forty-two, forty-three, forty-four and sixty-three, and any provision of any Light Railway Order made under the Light Railways Acts 1896 to 1912 or any local Act which immediately before the appointed day had effect in relation to any of the undertakings which are transferred to [F19the Executive] by this Act, and which incorporated or enacted provisions to the like effect as the provisions of the M15Tramways Act 1870 which by this section are not to apply to [F19the Executive] or their undertaking, shall in the like manner in its application to [F19the Executive] or their undertaking cease to have effect.

101. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F20U.K.

102. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F21U.K.

103. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F22U.K.

104 Proof of signed map.U.K.

The signed map referred to in Part I of the Seventh Schedule to this Act shall be for all purposes conclusive evidence of the extent of the London Passenger Transport Area and of the roads referred to in the said Schedule, and shall for the purposes of the Documentary Evidence Acts 1868 to 1895 be deemed to be a document issued by the Minister.

105 Saving for existing bye-laws, &c.U.K.

All bye-laws, rules, regulations, fares, rates and charges made or enforceable by any undertakers whose undertaking or part of whose undertaking is transferred to [F23the Executive] by this Act, being bye-laws, rules, regulations, fares, rates, or charges in force immediately before the appointed day, shall, so far as they are consistent with the provisions of this Act, continue in force with respect to the undertaking or part of the undertaking to which they relate until repealed, altered, or superseded.

106. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F24U.K.

107 Interpretation.U.K.

(1)In this Act, unless the context otherwise requires, the following expressions have the meanings hereby assigned to them respectively—

• F25. . .

• “Amalgamated Railway Companies” means the four amalgamated railway companies constituted under the M16Railways Act 1921;

• “Appointed day” means—

  (a)

  in relation to the local authorities’ undertakings, the first day of July, nineteen hundred and thirty-three, or such later date in the case of any particular undertaking as the Minister may with the concurrence of the local authority concerned by order fix;

  (b)

  in relation to the Underground undertakings and the Metropolitan undertaking, the first day of July, nineteen hundred and thirty-three;

  (c)

  in relation to a Tilling undertaking, or an independent undertaking, or the Lewis undertaking, such date as the Minister may by order fix not being earlier than the later of the two following dates, that is to say, the first day of July, nineteen hundred and thirty-three, or the date on which the extent of the transfer effected by this Act in respect of that undertaking is agreed between the owners of the undertaking and the Board or in default of agreement is determined by the arbitration tribunal; and

  (d)

  for the purposes of subsection (7) of section thirty-nine, and of subsection (2) of section forty-six of this Act, the thirtieth day of June, nineteen hundred and thirty-three;

• “Arbitration Tribunal” means the London Passenger Transport Abritration Tribunal constituted under this Act;

• F25. . .

• F25. . .

• “Company” where used in relation to companies specified in Part I of the Second Schedule to this Act, includes Lots Road Power House Joint Committee;

• “Debenture Stock” includes debentures, bonds, rentcharge stock and other like securities and obligations;

• “Fares” means fares and other charges in connection with the conveyance of passengers and their luggage;

• “London Passenger Transport Area” means the area defined in Part I of the Seventh Schedule to this Act;

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F26

• “Minister” means [F27the Secretary of State];

• “Pooling Scheme” means the scheme confirmed or settled in accordance with the provisions of section thirty-one of this Act;

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F28

• F25. . .

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F29

• “Statutory Company” means a company incorporated by special Act;

• F25. . .

• F25. . .

• . . .

• “Tramway” includes a light railway or trolley vehicle system and the expression “tramway undertaking” shall be construed accordingly;

• “Undertaking ofthe Executive” means the whole of the undertaking administered by [F30the Executive] comprising the undertakings, and those parts of the undertakings which are transferred to [F30the Executive] by this Act, and any undertakings or parts of undertakings which under this Act are from time to time acquired, taken on lease or established by [F30the Executive].

[F31(1A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F32 for the purposes of section eighty-nine of this Act, unless the context otherwise requires, the expression “year” means the period commencing on the first day of July and ending on the succeeding thirtieth day of June . . . F32

(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F33

(4)For the purposes of section five of this Act any rights, powers or privileges and any liabilities or obligations which were immediately before the appointed day vested in or attached to the Metropolitan and District Joint Committee shall be deemed to be rights, powers and privileges and liabilities and obligations of the Metropolitan Railway Company and of the Metropolitan District Railway Company jointly, and for the purposes of Part VII and of sections . . . F32 eighty-five, . . . F32 of this Act the said Joint Committee shall be deemed to be a company owning an undertaking specified in Part I or Part II of the Second Schedule to this Act.

108. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F34U.K.

109 Short title.U.K.

This Act may be cited as the London Passenger Transport Act 1933.