first floating charge on the undertaking, and other property present and future of the company in England, and also (so far as may be consistent with the law of those countries) in Scotland, France, and elsewhere, but not including uncalled capital of the company. Power is reserved by the trust deed to create further debenture stock in addition to and ranking pari passu with the above £3,200,000 to a total not exceeding threefourths of the nominal amount of the share capital of the company for the time being, but no further amount of the stock beyond the present issue of £3,200,000 can be issued unless additional hereditaments are acquired, and then only to the extent of two-thirds of the value of such hereditaments, and of any fixed or loose plant and machinery in or about the same. In case the company is at any time wound up the stock is repayable at £120 per cent. TRUSTEES FOR THE FIRST-MORTGAGE DEBENTURE STOCKHOLDERS. Neville Clegg (F. W. Grafton & Co.). William Graham Crum (chairman of the Thornliebank Company, Limited). DIRECTORS. Francis Frederick Grafton (F. W. Grafton & Co.), chairman. John Henry Gartside (Gartside & Co., of Manchester, Limited),] James Hyslop MacMillan (S. Schwabe & Co., Limited), Charles Henry Nevill (The Strines Printing Company), Lennox B. Lee (The Rossendale Printing Company). George McConnel (Edmund Potter & Co., Limited). Z. Henry Heys (Z. Heys & Sons). Robert McKechnie (James Black & Co., Limited). Vice-chairmen. (The above have been appointed the first managing directors of the association.) [Seventy-six names follow.] Messrs. Cunliffes, Brooks & Co., BANKERS. The Manchester and Liverpool District Banking Company, Limited, The Manchester and County Bank, Limited, Williams Deacon and Manchester and Salford Bank, Limited, The Lancashire and Yorkshire Bank, Limited, The Union Bank of Manchester, Limited, Messrs. Brooks & Co., 81 Lombard street, London. The London City and Midland Bank, Limited, London and branches. The Bank of Scotland, Edinburgh, Glasgow, and branches. The British Linen Company Bank, Edinburgh, Glasgow, and branches. Manchester and branches. BROKERS. Linton, Clarke & Co., Bartholomew House, London, E. C. Lumsden & Myers, 29 Cornhill, London, E. C. Henry Cooke & Son, St. Ann's Churchyard, Manchester. Aitkin, McKenzie & Clapperton, 2 West Regent street, Glasgow. SOLICITORS. Grundy, Kershaw, Sampson & Co., 31 Booth street, Manchester, and 4 New Court, Lincoln's Inn, London, W. C. H. E. Warner & Co., 10 Finsbury Circus, London, E. C. Maclay, Murray & Spens, 169 West George street, Glasgow. Moncrieff, Barr, Paterson & Co., 45 West George street, Glasgow. AUDITORS. Jones, Crewdson & Youatt, 7 Norfolk street, Manchester, and 17 Coleman street, London, E. C. Registered office.—2 Charlotte street, Manchester. Secretary (pro tem.)—David Knipe. This company has been formed primarily for the purpose of acquiring and amalgamating various companies and firms engaged in the calico printing industry. The following have entered into contracts with this association for the sale of their businesses: 1 Includes spinning and weaving business, and the greater part of the village of Compstall. 2 Excludes market bleaching business. 3 Includes spinning, weaving, coloured and black dyeing businesses and business of John Dalton & Co., and Waterside Mills, lately purchased. *Includes spinning and weaving business. 5 Includes nearly all the village of Thornliebank. The business of calico printing, from its magnitude and its capacity for indefinite variety of development, is one of the most important of the textile industries. The art was introduced into Scotland in the early part of the eighteenth century, and was later carried into the north of England. Ševeral of the concerns have been established considerably over a century, and their productions have attained a worldwide reputation and prestige. Calico printing possesses the unique advantage of affording the cheapest means of ornamenting textile fabrics, and it is at the same time adaptable to alınost every requirement. Whilst meeting the varied demands of fashion, a large proportion of the production is of a staple character, thus insuring steadiness of demand and cheapness of production. The businesses acquired comprise about 85 per cent of the calico-printing industry in Great Britain. The strength of the association is shown by the fact that it includes nearly every leading house of the trade, and that these supply goods not only to all branches of the home trade, but practically to every open market of the world. The businesses also deal with all sections of the trade, and include the production of every description of printed cotton, dress goods, furnitures, cretonnes, linings, flannelettes, and also of delaines and mixed fabrics. In addition, some of the businesses own large spinning and weaving plants. The character of the business and the terms on which it is conducted are such as to render it unusually safe, bad debts being of infrequent occurrence and of relatively trivial amounts. The purchases include the copyright of the whole of the registered designs of the vendors, representing the accumulated experience and skill of many years. The possession of these assures to the association the widest powers of control and the means of efficiently safeguarding their customers' interests in the future. The magnitude and importance of the trade are well known. The average exports of printed calicoes for the five years ending December 31, 1898, as shown by the board of trade returns, have been 977,000,000 yards, valued at £10,444,000 per annum, and the exports for the ten months ending October, 1899, were 885,000,000 yards, valued at £8,933,000. These figures do not include the vast outlet in the home trade, of which no precise statistics are available, but with regard to this it is sufficient to mention that prints enter into the domestic economy of practically every household in the United Kingdom. Though some of the firms included in this association have been and are earning large profits, the results of the trading generally for the past few years have been of an unsatisfactory nature, attributable chiefly to internal competition and cutting of prices. The directors believe that amalgamation of interests and definite community of action promise the following advantages: 1. The avoidance of undue or excessive competition and of the selling of goods below cost. 2. Large economies to be effected by the centralization of buying and finance and concentration of production. 3. The prevention of overlapping upon the part of the firms constituting the association. (In the past there has been an immense waste in sampling, engraving, and pattern distribution. This can be greatly reduced without detriment, and it is evident that large economies must ensue.) In regard to possible competition, the directors point out the following elements of security for the business of the association: (a) That the magnitude of the operations will practically insure to them the first offer of all new inventions and discoveries relative to the trade, and also the best productions of the designer and engraver. (b) That calico printing is in itself a difficult and complicated business, and that the best quality of work is obtainable, not so much by the skill of any one individual as by the combination of skilled workers under highly organized and experienced management. (c) That owing to the very large savings which can be made in the expenses of production, all competition, whether in the home trade or in neutral foreign markets, will be met upon much more favourable terms than hitherto. Certain markets are at present closed to English prints owing to hostile tariffs. It will in the future be possible to carry on works in foreign countries under most favourable conditions as regards designs, engraved rollers, etc., and in a way which was not practicable when such action depended solely upon the initiative of individual firms. The association already owns a large works in France. The valuation of the properties, plant, machinery, etc., has been made by the well-known firm of valuers, Messrs. Edward Rushton, Son & Kenyon, and their valuation, a copy of which will be found below, amounts to In addition, the association acquires: Book debts guaranteed by the vendors, and stock in trade, amounting (subject to adjustment) to £4,750, 233 1,895, 587 Copper and other rollers valued, in the case of copper, on the basis of 8d. per pound for rollers of the standard size, being 25 per cent below current market price for new rollers (subject to adjustment according to the actual weights taken over) The issue will also provide cash (subject to adjustment) available toward payment for the additions to property and machinery, and the designs, engraving, and sampling hereafter referred to Making a total of..... 894, 715 152,969 7,693, 504 The books of the various firms have been examined by Messrs. Jones, Crewdson & Youatt, and their certificate is as follows: "MANCHESTER, December 7, 1899. "To the Chairman and Directors of the Calico Printers' Association, Limited. "GENTLEMEN: We have examined the accounts of the firms with one small exception who have entered into contracts for the sale of their businesses to your association, and we beg to report thereon as follows: "Owing to the varying dates of stocktaking it is impossible to give the combined profits of any year separately, and we have therefore taken the aggregate figures over a period mainly of 5 years. For the above reason this period is not uniform, but the commencing date has in no case been taken prior to Ĵuly, 1892, and is for the most part comprised within the years 1893 to 1898, inclusive. We find that the aggregate average results of the trading of the various firms, whose accounts we have examined, before charging income tax and interest upon partners' capital and loans, and after making necessary adjustments, and after deducting salaries of management in accordance with the contracts of sale, have been an annual average profit of £455,826 5s. 6d. "From this sum should be deducted a proper and adequate provision for depreciation, and after. consultation with your valuers, we consider that a yearly sum of £100,000 should be provided as a depreciation fund. "The results are adversely affected by the diminished profits disclosed by a number of the firms during the later part of the period covered by our examination. These are due, in our opinion, to the unfavourable condition of the trade which prevailed during that time. "JONES, CREWDSON & YOUATT." In regard to the accountants' certificate, the directors point out: (1) That the years 1897 and 1898 were years of exceptional difficulty and depression in the calico printing trade. (2) That no estimate based upon these years forms any criterion of the trade even under normal conditions. The directors also desire to emphasize their opinion that as the outcome of the amalgamation far different and more profitable results may be confidently expected in the future than have been realized for many years past. The purchase prices for the properties and assets acquired amount to the aggregate sum of £8,047,031, of which £1,066,666 is payable in fully paid debenture stock and £1,595,170 in fully paid ordinary shares, and the balance in cash, which latter is liable to be slightly increased or decreased by necessary adjustments of stock, book debts, and rollers. The contracts for purchase in nearly every case provide that, in addition to the above purchase moneys, the association shall pay in cash for (1) expenditure on additional property and machinery since the date of Messrs. Edward Rushton, Son & Kenyon's valuations of each concern; (2) for the value of designs, engraving, and sampling taken over, such value to be assessed by a committee appointed by the board of the association. The businesses are bought equipped with working stock in trade and free from liabilities. The various businesses are to be taken over as going concerns with the benefit of the trading in most instances from the 30th of September last, subject to payment of interest at 4 per cent per annum on the purchase money, and the association takes over all current contracts and engagements. Those of the managing directors who are required to devote their whole time and attention to the business of the association will each receive £1,000 per annum, and the managing directors collectively receive a commission on the profits which does not fall due until profits sufficient to pay a dividend of at least 5 per cent on the ordinary shares have been earned. The other directors will, unless voted by the general body of shareholders, receive no remuneration except for the active management of branches, under the provisions of the contracts for purchase specified below. The trustees for the debenture stockholders in addition to their remuneration as trustees will also receive under the provisions of the contracts for purchase remuneration for their share in the management of branches. It is a matter of sincere regret to the directors that Mr. E. G. McConnel, who for many years has held the position of chairman of Messrs. Edmund Potter & Co., Limited, is unable, through ill health, to join the board. He will, however, be interested in the company, and the directors will have the benefit of his experience and advice. The company buys in each case direct from the original owners of the businesses, without the addition of any intermediate profit. The vendors of the various businesses have provided a fund equivalent to 2 per cent on their purchase price, which is to be paid to Mr. Ernest Crewdson, of 7 Norfolk street, Manchester (who has negotiated the amalgamation), and is to be applied by him in his entire discretion, and without liability to account in discharging all the preliminary expenses of the association up to allotment other than costs of conveyance or examination of title, or stamps on conveyances, or agreements for sale, or on any statement of loan capital, or trust deed for securing debenture stock, but including the remuneration, to be fixed by Mr. Crewdson, to be paid to himself or his firm. The following contracts, all of which are dated the 2d day of December, 1899, have been entered into by the following persons, firms, and companies, in each case with the association, viz: [Names repeated.] In the case of certain limited companies, where doubts have existed as to their powers, undertakings have been given by some of their directors or principal shareholders guaranteeing the performance of the contracts. The trust deed for securing the debenture stock will be executed on the completion of the various purchases, and will be in the form of the printed draft referred to in an agreement dated the 8th of December, 1899, and made between the company of the one part and the above-named trustees for the debenture stockholders of the other part, or such modified form as may be adopted in accordance with the terms of that agreement. Pending the execution of the trust deed, moneys payable. by subscribers for the debenture stock will be paid to a separate account and applied in manner mentioned in the said agreement. The above agreement and the printed draft trust deed referred to therein, the contracts for purchase specified above, prints of the memorandum and articles of association of the company, Messrs. Edward Rushton Son & Kenyon's valuation, and the certificate of Messrs. Jones, Crewdson & Youatt, can be seen at the Manchester offices of Messrs. Grundy, Kershaw, Samson & Co. Stock exchange settlements and quotations will be applied for in due course. Applications for shares or for debenture stock should be made on the forms enclosed, and with the deposit forwarded to one of the bankers of the company. If no allotment is made the deposit will be returned in full, and where the number of shares or the amount of debenture stock allotted is less than that applied for, the balance will be applied toward the payment due on allotment, and any excess will be returned to the applicant. Failure to pay any instalment on shares or debenture stock will render the previous payments liable to forfeiture. Copies of the prospectus, with forms of application for shares and for debenture stock, can be obtained at the offices of the company, or from the bankers, the brokers, the auditors, or the solicitors. The following is a copy of Messrs. Edward Rushton Son & Kenyon's valuation: "13 NORFOLK STREET, MANCHESTER, December 7, 1899. "To the Directors of The Calico Printers' Association, Limited. "GENTLEMEN: We have valued the properties of the firms who have signed contracts for the sale of their businesses to your association. The works and estates comprise 34 freeholds, with about 1,730 acres of land, 9 long leaseholds of about 173 acres, and 15 shorter leaseholds (up to 99 years) of 325 |