Cap. 268

3030 Cap. 268] General Loan and Stock CHAPTER 268. GENERAL LOAN AND STOCK. WHEREAS it is expedient to define in one Ordinance the terms Preamble. and conditions applicable to loans hereinafter authorised to be raised by the Legislature of Sierra Leone and whereas it is expedient to provide for the creation of Sierra Leone Stock and to enable Sierra Leone to take advantage of the provisions of the Acts of the Imperial Parliament entitled the Colonial Stock Acts, 1877 to 1948, and any Act amending the same.

Stock Ordinance.

In this Ordinance, unless the context otherwise requires- rt~terpreta-wn.the expression " Crown Agents " means the persons for the time being acting as Crown Agents for the Oversea Governments and Administrations or any of them; the expression " stock " includes both inscribed and registered stock; the expression " registered stock " means stock transferable by instrument in writing . . 3. Whenever by any Ordinance authority shall have been given, or shall hereafter be given, to raise any sum of money for the purposes mentioned in such. Ordinance, the Governor, or the Crown Agents acting on his behalf, may from time to time, as Loans to be raised by debentures or stock. 3032 Cap. 268] General Loan and Stock he or they may deem expedient, raise such sum either by debentures or by stock, or partly by debentures and partly by Lo~ns to be 4. The principal moneys and interest represented by deben- :e~e~:1e upon tures or stock issued under the provisions of this Ordinance are revenue. hereby charged upon and shall be payable out of the general Borrowing upon Amount of each debenture. Debentures may be redeemed by annual drawings or by purchase in the market or on a date fixed. Interest coupons. Form of debentures and coupons. revenues and assets of Sierra Leone.

When the Governor, or the Crown Agents acting on hisbehalf, shall deem it expedient to raise money by debentures, such debentures shall be issued in London on behalf of the Government of Sierra Leone by the Crown Agents, upon the best and most favourable terms that can be obtained, and shall be signed by any one of them on that behalf.

Ordinance shall be for the sum of not less than one hundred pounds sterling.

(a) at par on a fixed date to be declared on the issue of the debentures such date not being later than sixty years from the date of issue: Provided that the Governor, or the Crown Agents acting on his behalf, may reserve the option to redeem the debentures prior to such date on such conditions as may be declared at the time of issue; or (b) by annual drawings at par or at the option of the Governor, or the Crown Agents acting on his behalf, by purchase at or below par.

There shall be attached to every debenture, coupons forthe payment of the interest to become due in each half-year upon the principal represented by the debenture. The coupons shall be sufficient in number to provide for the payment of the interest, either during the whole period for which the debenture has to run, or for such limited period as the Crown Agents, acting on behalf of the Government of Sierra Leone, may determine.

The debentures and the coupons thereto shall be in suchform as the Governor, or the Crown Agents acting on his behalf, may direct or approve. General Loan and Stock [Cap. 268 3033

· 1 d · d and coupons princ1pa an mterest represente thereby, shall be transferable transferable by delivery. by delivery.

Every debenture shall, before being issued, be registered Registry ofin a register book to be kept for that purpose at the office in London of the Crown Agents.

The interest upon the principal represented by each ~ayment ofdebenture shall run from the day named in that behalf in the mterest. debenture, and shall be paid half-yearly on the days named in that behalf in the debenture, at the office in London of the Crown Agents.

Governor shall, in each half-year ending with the day on which ~~~:~~tgo~or the interest on the debentures falls due, appropriate out of the interest on 1 d f S. L l debentures. genera revenues an assets o 1erra eone a sum equa to one half-year's interest on the whole of the debentures issued, including any which may have been redeemed, but exclusive of any which may have been at any time exchanged for stock, and shall remit that sum to the Crown Agents at such time as will enable them to pay thereout the then current half-year's interest on the day on which it falls due. Debentures shall not be deemed to be outstanding for the purpose of this Ordinance by reason only that one or more of the debentures have not been presented for payment on the day appointed for payment and have, in consequence, not been paid.

(1) The Governor shall, in the half-year ending on the Further sumsdate specified in the terms of issue of the loan as that on which !~z!i~ted for the first contribution to the sinking fund shall be taken and in the redemph b h If . f h .d tion of the eac su sequent a -year, appropnate out o t e sal revenues debentures. and assets of Sierra Leone for the formation of a sinking fund an additional sum equal to one half of the annual contribution specified in the prospectus or, in the case of a loan not issued publicly, in the terms of issue relating to the loan, in respect of the total nominal amount of all the debentures issued, including any which may have been redeemed, but exclusive of any which may have been at any time exchanged for stock, and shall remit that sum to the Crown Agents with the remittance hereinbefore mentioned. (2) Notwithstanding anything to the contrary contained in s?-bsection (1) of this section, if at any time the trustees of the Sinking fund of any loan issued under the provisions of this Application of sinking fund. Creation of sinking fund for redemption of debentures payable on a fixed date. Disposal of sinking fund when debentures are redeemed by purchase or by annual drawings. Appointment of day for drawing of Ordinance are satisfied that the value of the fund will be sufficient with further accumulations of interest but without further payment of contributions to enable the loan to be redeemed out of the proceeds of the sinking fund not later than the final redemption date, the Governor may with the approval of the Secretary of State suspend further contributions to the said sinking fund : Provided always that contributions to the sinking fund shall be recommenced if the trustees shall at any time inform the Governor that this is necessary.

The sinking fund shall be applied in the first place inpayment of all expenses of, or incidental to, the redemption of the debentures and the cost and expenses of all notices required by this Ordinance to be given, and in the next place, and subject to the aforesaid payments, in repayment of the principal moneys, for the time being represented by the debentures.

Crown Agents shall place at interest or invest in the purchase of such securities as may be approved by the Secretary of State so much of the money so remitted to them as aforesaid as shall not be required for the payment of interest for the current half-year, as a sinking fund for the final extinction of the debt, and the Crown Agents shall also place at interest or invest in the purchase of like securities the accumulations of interest or the dividends, interest or produce of such investments and may, from time to time, with the approval of the Secretary of State, change any such investments and shall hold such fund in trust for the repayment of the principal moneys for the time being represented by the debentures.

In the case of debentures redeemable by annual drawings,the Crown Agents shall place and keep the moneys so remitted to them, or so much thereof as may not be required for immediate payments, at interest, and shall hold all such moneys and the accumulation thereon in trust to apply them in the first place to the purchase of the debentures when they can be obtained at a price not exceeding par, and secondly, to the redemption of the debentures by means of annual drawings.

After the date specified in the Ordinance authorising a loanas that on which the contributions to the sinking fund shall commence in respect of that loan, and so long thereafter as any of the debentures remain outstanding and unsatisfied, the Crown General Loan and Stock [Cap. 268 Agents shall in every year, unless the whole of the money applicable in that year to the redemption of debentures has been applied in the purchase thereof, appoint a day in that year for the drawing by lot of the debentures to be redeemed.

If a day is appointed for drawing, the Crown Agents shall ~otice 'tgive, by advertisement in the London " Times " newspaper, not ~r~:e a~P less than fifteen days' previous notice, specifying the day on t'int~d for which and the hour and place at which, the drawing will take aWing. place.

Crown Agents shall hold a meeting, at which the holder of any rawmg. debenture may, if he thinks fit, be present, and shall then in the presence of such debenture holders, if any, as may attend, and of a notary public, draw by lot, out of the whole number of debentures for the time being outstanding, debentures of the specified nominal amount.

The Crown Agents shall thereupon declare the distinguishing numbers of the debentures drawn for redemption, and shall,as soon as may be, by advertisement in the London " Times" newspaper, specify those numbers and appoint a day, not being later as to each debenture than the day on which the then current half-year's interest thereon is payable, on which the principal moneys represented by the debentures so distinguished will be repaid.

On the day so appointed the Crown Agents shall, at theiroffice in London, on demand, pay to the holders of the debentures drawn for repayment the principal moneys represented by those debentures, with all interest payable thereon up to that day. Notice of debentures drawn for redemption. Pavment of dr~wn

From and after the day appointed for the repayment of ~esser ofd b 11 . h . . l d mterest from any e enture a mterest on t e prmCipa moneys represente day apthereby shall cease and determine, whether payment of the pointed for . . 1 h 11 h b d d d payment of prmCipa s a ave een eman e or not. principaL

Upon the repayment of the principal moneys represented Redeemedb d b h d b . h ll h debentures to y any e enture, t e e enture, w1t a coupons t ereunto be cancelled. belonging, shall be delivered up to the Crown Agents, to be by them cancelled and disposed of in such a manner as the Governor, or the Crown Agents acting on his behalf, may decide. Any debenture redeemed by purchase shall likewise be so cancelled and disposed of. Borrowing upon stock. 40 & 41 Vic. c. 59. When the principal is to be repaid. Mode of providing for the payment of interest on Mode of providing for payment of principal of

When the Governor, or the Crown Agents acting on hisbehalf shall deem it expedient to raise money by the issue of Sierra Leone stock, then such stock shall be issued in England by the Crown Agents under the provisions of the Act of the Imperial Parliament entitled " The Colonial Stock Act, I877 ", upon the best and most favourable terms that can be obtained.

All the stock which may be created under the provisionsof this Ordinance shall be redeemable at par on a date to be named in that behalf by the Crown Agents when issuing the stock, such date not being later than sixty years from the date of issue: Provided that the Governor, or the Crown Agents acting on his behalf, may reserve the option to redeem the stock in whole or in part, by drawings or otherwise, at any time prior to such date on such conditions as may be declared at the time of issue. From and after the date appointed for the redemption of the stock or any part of it all the interest on the principal moneys represented thereby shall cease and determine, whether payment of the principal shall have been demanded or not.

Governor shall, in each half-year ending with the day on which the interest on such stock falls due, appropriate out of the general revenues and assets of Sierra Leone a sum equal to one halfyear's interest on the whole of such stock, and shall remit that sum to the Crown Agents at such time as will enable them to pay thereout the then current half-year's interest on the day when it falls due.

(I) The Governor shall, in the half-year ending on thedate specified in the terms of issue of the loan as that on which the first contribution to the sinking fund shall be taken and in each subsequent half-year, appropriate out of the said revenues and assets of Sierra Leone for the formation of a sinking fund an additional sum equal to one half of the annual contribution specified in the prospectus or, in the case of a loan not issued publicly, in the terms of issue relating to the loan, in respect of the total nominal amount of such stock including any such stock which may at any time have been issued in exchange for debentures under the authority of this Ordinance, and shall remit the sum to the Crown Agents with the remittance hereinbefore mentioned. · (2) Notwithstanding anything to the contrary contained in sub-section (I) of this section, if at any time the trustees of the General Loan and Stock reap. 268 sinking fund of any loan issued under the provisions of this Ordinance are satisfied that the value of the fund will be sufficient with further accumulations of interest but without further payment of contributions to enable the loan to be redeemed out of the proceeds of the sinking fund not later than the final redemption date, the Governor may with the approval of the Secretary of State suspend further contributions to the said sinking fund: Provided always that contributions to the sinking fund shall be recommenced if the trustees shall at any time inform the Governor that this is necessary.

The Crown Agents shall, for the purpose of forming suchsinking fund, from time to time place at interest or invest in the purchase of such securities as rna y from time to time be approved by the Secretary of State so much of the money so remitted to them as aforesaid as shall not be required for the payment of interest for the current half-year and shall also place at interest or invest in the purchase of like securities, the accumulations of interest or the dividends, interest, or produce of such investments, and may from time to time, with the approval of the Secretary of State, change any such investments, and shall hold such fund in trust for the repayment of the principal moneys for the time being represented by the stock.

In case the sinking funds provided for by this Ordinanceshall be insufficient for the payment of all the principal moneys borrowed under the authority of this Ordinance at the time the same shall become due, the Governor shall make good the deficiency out of the general revenues and assets of Sierra Leone.

'sinking fund, or to the payment of the principal moneys borrowed, shall be paid out of the sinking fund. Creation of sinking fund. Charge upon general revenue. Expenses to be paid out of sinking fund.

Governor. exercise, the following powers and authorities or any of them- (a) He may authorise the Crown Agents when issuing any Debentures convertible loan in the form of debentures to declare that such debentures into stock will be convertible into stock at such dates and on such terms on conditions and conditions as may be prescribed by the Crown Agents at f~:s~~~~~ by the time of the issue of the debentures. Agents at time of issue. (b) He may declare all or any of the Sierra Leone loans, Conversion whether existing in the form of stock or debentures, and ~!~~:~Jy. whether issued before or after the commencement of this S.L.-VoL. V-24 Creation and issue of stock in exchange for other securities. Creation and sale of stock or debentures to raise loans and for other purposes. Arrange· ments for conversion. Exchange of securities for Converted securities to be cancelled. Trustees to apportion amount of sinking fund released by conversion. Ordinance, to be convertible into stock, to be issued under the provisions of this Ordinance. (c) He may authorise the creation and issue of such an amount of stock in exchange for the securities held for such loans as may be necessary. (d) He may authorise the creation and sale of any such stock or debentures for the purpose of raising money for redeeming any outstanding loans whether issued before or subsequent to the passing of this Ordinance, for paying any expense in the creation of stock, and otherwise for carrying out the provisions of this Ordinance. (e) Any conversion so authorised may be effected either by an arrangement with the holders of existing securities or by purchase thereof out of moneys raised by the sale of stock, or partly in one way and partly in the other.

Nothing in this Ordinance contained shall authorise anincrease of the capital or of the annual charge on any loan, except- (a) when securities exchanged for stock bear a rate of interest not less than the stock an additional amount of stock may be created and issued to make up the difference in saleable value between the securities and the stock; (b) in the case of the conversion of securities into stock the Crown Agents shall issue such an amount of stock as may be required to defray the stamp duties and all other expenses incidental to the conversion; (c) in accordance with such terms and conditions as may be prescribed under paragraph (a) of section 32 of this Ordinance.

The securities exchanged or otherwise converted intostock under the provisions of this Ordinance shall be forthwith cancelled by the Crown Agents, and the debentures surrendered shall be cancelled and transmitted to the Governor of Sierra Leone.

Ordinance, and acting under any Ordinance authorising the issue of any securities which may be exchanged into stock or cancelled or purchased under the provisions of this Ordinance, shall determine what amount of the sinking fund held by them and created for repayment of such securities shall be released and in the determination of such question the trustees shall take into General Loan and Stock [Cap. 268 consideration the value of the whole investments held by them on account of such sinking funds, the amount of the debt remaining a charge on such sinking funds, and such matters as the trustees may think fit to take into account.

So much of the sinking funds as may be released shalleither be transferred unto the trustees of the stock sinking fund, or be disposed of in such a manner as the Governor with the advice and consent of the House of Representatives may direct.

The Crown Agents may from time to time, at the requestof the Governor, make arrangements for all or any of the following things- (1) For inscribing and registering stock in their books. (2) For managing the creation, inscription, registration, and issue of stock, including the issue of certificates of title in respect of such stock. (3) For effecting the conversion of loans into stock. (4) For paying interest on stock and managing the transfers thereof. (5) For issuing stock certificates to bearer, and, as often as occasion shall require, re-inscribing or re-registering them. (6) For effecting the exchange or conversion of inscribed stock into registered stock. Sinking funds released: how to be disposed of. Creation, inscription, registration, issue, conversion, and transfer of

This Ordinance shall be applicable only to the raising of raisffi:g ofloans in England, and nothing in this Ordinance contained shall &:~:amLeone. prevent the raising of loans in Sierra Leone upon such terms and conditions as shall be specified in any Ordinance authorising the raising of such loans.

Authority is hereby given for the making of regulations Authority ford . f h C l . l S k A 'd h stock issued un er sectiOn 16 o t e o oma toe ct, 1877, toprovi e, t at, to be transin accordance with section 1 of the Colonial Stock Act, 1948, feratble by•. k . h b f h . ms rumenv m stoc Issue (whet er efore or a ter t e passmg of the last writing and mentioned Act) under the provisions of this Ordinance shall be in no other transferable by instrument in writing in accordance with the manner. regulations and in no other manner.

*hereby repealed. *The General Loan and Inscribed Stock Ordinance was No. I9 of I9I3 (as subsequently amended) and Chapter 99 of the I946 edition of the Laws. S.L.-VoL. V-24* Saving.

* 41. Nothing in this Ordinance or in the repeal of the General Loan and Inscribed Stock Ordinance shall affect the rights of any person who holds stock or bonds under the authority of any of the Ordinances set out in the Schedule hereto.

Cap. 122-The Loan (1913) Ordinance. Cap. 123-The Loan (1927) Ordinance. Cap. 124-The Loan (1931) Ordinance. Cap. 125-The Loan (1935) Ordinance. Cap. 126-The Loan (1942) Ordinance. Cap. 127-The Loan (Conversion) (1937) Ordinance. Cap. 128-The Loan (Repayment) (1933) Ordinance. No. 18 of 1946-The Domestic Loans Ordinance, 1946. No. 25 of 1949-The Loan Ordinance, 1949. * All these Ordinances, with the exception of the last one (No. 25 of 1949, The Loan Ordinance, 1949) have been omitted from this edition. The Chapter numbers are tho~e in the 1946 edition of the Laws. The last one (25 of 1949) is now Chapter 269 of tb1s edition.