In the Supreme Court of New Zealand
Wellington Registry

IN THE MATTER of the Companies Act 1955, and IN THE MATTER of CONTACT SERVICES COMPANY LIMITED a duly incorporated company having its registered office at Lower Hutt:

NOTICE is hereby given that a petition for the winding up of the abovenamed company by the Supreme Court was on the 17th day of March 1975 presented to the said Court by LAMBTON HOLDINGS LIMITED a duly incorporated company having its registered office at Wellington, property developers, and that the said petition is directed to be heard before the Court sitting at Wellington on the 28th day of May at 10.00 o'clock in the forenoon; and any creditor or contributory of the said company desirous to support or oppose the making of an order on the said petition may appear at the time of hearing in person or by his counsel for that purpose; and a copy of the petition will be furnished by the undersigned to any creditor or contributory of the said company requiring a copy on payment of the regulated charge for the same.

SIGNED:

N. B. DUNNING, Solicitor for the Petitioner.

Address for Service: The petitioner's address for service is at the offices of Messrs Beyer, Christie, O'Regan & Partners, Solicitors, Mayfair Chambers, 48 The Terrace, Wellington.

NOTE: Any person who intends to appear on the hearing of the said petition must serve on or send by post, to the abovenamed, notice in writing of his intention so to do. The notice must state the name address and description of the person or if a firm the name address and description of the firm and an address for service within 3 miles of the office of the Supreme Court at Wellington and must be signed by the person or firm or his or their solicitor (if any) and must be served or if posted must be sent by post in sufficient time to reach the abovenamed petitioner's address for service not later than 4 p.m. in the afternoon of Tuesday, the 27th day of May 1975.

1173

No. M. 203/75

In the Supreme Court of New Zealand
Wellington Registry

IN THE MATTER of the Companies Act 1955, and IN THE MATTER of SMITH BROTHERS DEVELOPMENT COMPANY LIMITED:

NOTICE is hereby given that a petition for the winding up of the abovenamed company by the Supreme Court was, on the 28th day of April, presented to the said Court by JAMES KELLOW & SON a firm of chartered accountants carrying on business at Wellington, and that the said petition is directed to be heard before the Court sitting at Wellington on the 28th day of May 1975 at 10 o'clock in the forenoon and any creditor or contributory of the said company desirous to support or oppose the making of an order on the said petition may appear at the time of hearing in person or by his counsel for that purpose and a copy of the petition will be furnished by the undersigned to any creditor or contributory of the said company requiring a copy on payment of the regulated charge for the same.

B. R. BOON, Solicitor for the Petitioner.

The address for service of James Kellow & Son is at the Offices of Messrs Chapman Tripp & Co., 20 Brandon Street, Wellington.

NOTE: Any person who intends to appear on the hearing of the said petition must serve on or send by post to the abovenamed notice in writing of his intention so to do. The notice must state the name, address and description of the person, or, if a firm, the name, address and description of the firm, and an address for service within 3 miles of the office of the Supreme Court at Wellington and must be signed by the person or firm or his or their solicitor (if any) and must be served, or, if posted, must be sent by post in sufficient time to reach the abovenamed petitioner's address for service not later than 4 o'clock on Tuesday, May 27, 1975.

1135

No. 128/75

1. That the special resolution passed at the extraordinary general meeting of the applicant company held on 27th February 1975 be confirmed.

2. That notice of registration of this order be published once in the New Zealand Gazette within 1 month from the date of registration thereof.

The special resolution referred to in the foregoing orders provided as follows:

"1. That the articles of association of the company be amended by the addition of the following article after article 136:

"136A (1) Notwithstanding anything to the contrary in these articles distributions of capital from the share premium reserve account may be made to some or all of the members of the company in lieu of dividends (whether interim or final) in the following circumstances and subject to the following conditions:

(i) If the company notifies members that it intends until further notice to give members the option to receive distributions from share premium reserve account in lieu of dividends from profits then members who wish to receive dividends from profits of the same amount per share as the distributions from share premium reserve account must give prior written notice to the company that they elect to receive such dividends (such notice being referred to as a "dividend election notice"); provided that dividend election notices which are not received by the company at least 28 days before the date of payment of the distribution from share premium account will not be effective in respect of that payment but will be effective in respect of all subsequent payments;

(ii) Any member who fails to give a dividend election notice aforesaid or having given such notice gives the company less than 28 days prior written notice of the cancellation of the dividend election notice will receive distributions from share premium reserve account; provided that notices of cancellation which are received by the company less than 28 days before the date of payment of a dividend will not be effective in respect of that payment but will be effective in respect of all future payments;

(iii) The directors may:

(a) Pay to each of the members (but no others) who have not given a dividend election notice or, having given such notice, have given notice of cancellation as aforesaid, distributions from share premium reserve account and such distributions shall be in lieu and in irrevocable satisfaction of the dividend;

(b) Pay to each of the members (but no others) who have given a dividend election notice (and have not given notice of cancellation thereof as aforesaid) dividends out of profits and such payments shall be in lieu and in irrevocable satisfaction of distributions from share premium reserve account;

(2) (a) A dividend election notice shall not attach to the shares in respect of which it is being given but shall be personal to the member concerned. Such dividend election notice shall, in respect of any shares transferred, be automatically revoked upon registration of the transfer of the shares and shall in respect of any additional shares purchased or otherwise acquired be deemed automatically to apply.

(b) The company shall upon registration of the transfer of any shares to a new member or the allotment of new shares to a new member advise such new member in writing of his rights under this article".

2. (a) That subject to the confirmation of the Supreme Court and to any conditions imposed by the Supreme Court the sum of $2,755,356 standing to the credit of share premium reserve account in the books of account of the company as at 28th February 1975 may be distributed to the holders from time to time of the ordinary shares in the capital of the company.

(b) That the distribution of the amount mentioned above may be effected at such intervals and by a series of payments of such amounts (as the Directors may from time to time determine) to the holders from time to time of the ordinary shares in the capital of the company divided rateably (but subject always to the provisions of article 136A as inserted by the above resolution No. 2) in proportion to the amounts paid up on the ordinary shares held by them.

(c) That prior to making each such distribution the directors shall transfer from the revenue reserves of the company to a fund to be designated "Capital Replacement Fund" an