76
THE NEW ZEALAND GAZETTE
No. 1

And further that it shall not be necessary for any minute
relating to the distribution of the share premium account
as above authorised to be produced to the Registrar of
Companies pursuant to section 78 (i) of the Companies
Act 1955 or to the Registrar pursuant to section 78 (ii);
And further that notice of registration of the order be
published once in the New Zealand Gazette.

By the Court:

JANET WILSON, Deputy Registrar.

ARTICLE 120A OF THE ARTICLES OF ASSOCIATION OF CERAMCO
LIMITED

ARTICLE 120A—Notwithstanding anything to the contrary in
these Articles of Association any dividend payable or any
distribution in lieu of dividend from the share premium
account at the discretion of the directors may be paid to
those shareholders of the company (both preference and
ordinary) entitled thereto in the following circumstances and
subject to the following conditions:

(a) Shareholders who wish to receive dividends from profits
of the same amount per share as the distributions
from the share premium account must give prior
written notice to the company that they elect to
receive such dividends from profits (such notice being
referred to as a dividend election notice);

Provided that dividend election notices which are
not received by the company at least twenty-one
(21) days before the date of the distribution from
the share premium account will not be effective in
respect of that payment but will be effective in
respect of all future payments.

(b) Shareholders who fail to give a dividend election notice
as aforesaid or having given such notice give the
company not less than twenty-one (21) days prior
notice of the cancellation of the dividend election
notice will receive distributions from share premium
account;

Provided that notices of cancellation which are
not received by the company at least twenty-one
(21) days before the date of payment of the dividend
will not be effective in respect of that payment but
will be effective in respect of all future payments.

And the directors may:

(a) Make appropriate distributions from share premium
account to each of the shareholders (but no others)
who have not given a dividend election notice or
having given such notice have given notice of can-
cellation thereof as aforesaid on the basis that such
distributions so made are automatically accepted in
lieu of and in irrevocable satisfaction of dividends
of a like amount paid out of profits.

(b) Pay to each of the shareholders (but no others) who
have given a dividend election notice (and have not
given notice of cancellation thereof as aforesaid
dividends out of profits of like amounts to those
paid out of share premium account under the pre-
ceding subclause hereof and such dividends shall be
in lieu of and in irrevocable satisfaction of the distri-
bution from share premium account.

(ii) A dividend election notice shall not attach to the
share in respect of which it has been given but shall in
respect of any shares transferred be automatically revoked
upon registration of the transfer of such shares so transferred.
The company shall upon registration of the transfer of any
shares to a new member or the allotment of new shares to
a member advise such new member in writing of his rights
under this Article.

(iii) Where the company has made payment out of share
premium account to holders of preference shares in lieu of
a payment out of profits such payment shall be deemed to
be a payment made in respect of preference shares under
Article 6 of the Company’s Articles of Association and shall
be pro tanto in satisfaction of the provisions set out for
payment of dividends out of profits.

SPECIAL RESOLUTION PASSED ON THE 31ST DAY OF AUGUST
1979

(a) That subject to the confirmation of the Supreme Court
of New Zealand and to any conditions imposed by the
Supreme Court the further sum of $621,271 being part of
the moneys standing to the credit of the company in the
share premium account in the books of the company as at

31 March 1979 be distributed in cash to the holders from
time to time of the ordinary shares in the capital of the
company such sum of $621,271 being in addition to the sum
of $3,427,790 approved for distribution in cash pursuant to
a special resolution of the company passed on the 6th day
of June 1975 and approved by Order of the Court on the
8th day of July 1975.

(b) That subject to due compliance with the provisions of
Article 120A of the Company’s Articles of Association the
distribution of the further amount of $621,271 mentioned in
subclause (a) of this resolution may be effected at such
times and at such intervals and by a series of payments of
such amounts as the directors may from time to time
determine subject however to the provisions of Article 120A
to the holders from time to time of the ordinary shares in
the capital of the company divided in proportion to the
amounts paid up on the shares held by them but so that
any amount so distributed shall be in substitution for and
not in addition to any dividend payable out of profits which
might otherwise be payable.

(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 amount equal to the amount to be distributed such funds
not to be available for the payment of dividends nor without
the approval of the Supreme Court for distributions to share-
holders but may be applied in paying up unissued shares of
the company as fully paid bonus shares.

(d) That subclause (c) of this resolution and Article 120A
may not be varied without the prior approval of the Supreme
Court of New Zealand.

M. No. 642/79

In the Supreme Court of New Zealand
Wellington Registry

IN THE MATTER of the Companies Act 1955, and IN THE MATTER
of SCOTT PROPERTY MAINTENANCE LIMITED, a duly incor-
porated company having its registered office at 40 Clyma
Street, Upper Hutt:

Notice is hereby given that a petition for the winding up of
the above-named company by the Supreme Court was, on the
4th day of December 1979, presented to the said Court by
TAITA SERVICE STATION LIMITED, a duly incorporated company
having its registered office at Todd Park, Heriot Road,
Porirua; and that the said petition is directed to be heard
before the Court sitting at Wellington on the 13th day of
February 1980, 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
to the undersigned to any creditor or contributory of the
said company requiring a copy on payment of the regulated
charge for the same.

JOHN TERENCE INGERSON,
Solicitor for the Petitioner.

Address for Service: Care of the offices of Messrs Morison
Taylor & Co., Fifth Floor, Wakefield House, 90 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 above-named petitioner’s
address for service not later than 4 o’clock in the afternoon
of the 12th day of February 1980.

6500

No. 648/79

In the Supreme Court of New Zealand
Wellington Registry

IN THE MATTER of the Companies Act 1955, and IN THE MATTER
of VALLEY MOTORS LIMITED, a duly incorporated company
having its registered office at 4 Horoeka Street, Stokes
Valley, Wellington:

Notice is hereby given that a petition for the winding up
of the above-named company by the Supreme Court was, on
the 7th day of December 1979, presented to the said Court