RECONSTRUCTION 
21Q 
Then when the new company has allotted, and proposes to 
deliver the return as to allotments to the Registrar, the con- 
tract, which in ordinary circumstances, would have to set out 
the names and particulars of the allottees, can be made with a 
trustee, and can state that the shares were allotted to the 
parties and in the proportions set out on the return as to 
allotments ‘ presented for registration herewith.” This course 
results in a considerable saving in labour. 
[f, as is usual, the liquidator has to sell all the shares not 
taken up by shareholders in the old company, he will, when 
sending out his circular, send out also a form of tender and 
application form combined, for such shares as are not taken 
up, and it is desirable to have this form of tender printed on a 
different coloured paper, so as to avoid confusion. He 
should also advertise the fact that such shares are for sale, 
and that forms of tender can be obtained at his office. Having 
regard to s. 35 (3) of the Act it appears now to be necessary that 
the application form should be accompanied also by a pros- 
pectus complying with s. 35 (1). It will be necessary to fix a 
time within which shareholders can claim their shares in the 
new company, but it will also be found desirable considerably 
to extend this time in the case of shareholders resident abroad. 
After the time within which shareholders can apply has 
=xpired, the new company will allot the shares on the nomina- 
tion of the liquidator, but the liquidator should not definitely 
accept tenders for excess shares until after the expiry of the 
time allowed within which foreign applications can be received. 
The agreement will usually provide that the proceeds received 
on sale of shares not taken up by shareholders, shall be divided 
amongst the shareholders (other than dissentients) who do 
not come into the scheme, but the expenses of advertising 
the shares for sale will first be deducted. If the liquidator 
has to sell a substantial number of shares, the same difficulty 
may arise in satisfying the Commissioners of Inland Revenue 
that the conditions of s. 55 (1) of the Finance Act, 1927, 
have been fulfilled in the reconstruction as actually carried 
out as may ensue from the case of letters of renunciation in 
connection with a scheme of reconstruction (see above p. 210.) 
As regards reconstruction under the powers in the memo- 
randum of association, this method of reconstruction, which 
was formerly common, is not often possible, owing to the 
decision of the Court of Appeal in Bisgood v. Henderson's 
Transvaal Estates [(1908), 1 Ch. 743]. 
The effect of that decision, as stated in the head-note ix 
the Law Reports, is this: ‘The sale of all a company’s assets. 
and all its undertaking, and the distribution of the proceeds. 
Reconstruct- 
ion under 
powers in 
Memoran- 
dum.