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acres or thereabouts, and the water rights connected with the works are very extensive and valuable.
“Several important Manchester warehouses, with the freehold sites, containing about 3,205 square yards, are included; and also numerous residences, dwelling houses, plots of valuable building land, and receivable chief rents.
“All the chief or ground rents, feus, and other burdens to which the various lands are subject have been deducted from the valuation, and in cases of leaseholds the rents payable have been considered.
“The plant and machinery includes 830 printing machines, 277,264 cotton-spinning spindles, 6,656 power looms, hemming machinery and packing plant, and in most instances is in first-class order, having been well maintained.
"The works buildings for the most part are well and substantially built and arranged for economical and advantageous working.
“Our valuation as a going concern is as follows: Land, water rights, leasehold interests and buildings
£2, 315, 988 Plant and machinery, utensils, office and warehouse furniture, horses, carts, etc....
2, 434, 245 Total valuation.....
4, 750, 233
"EDWARD RUSHTON Son & KENYON."
MANCHESTER, December 8, 1899.
MEMORANDUM OF ASSOCIATION OF THE Calico PRINTERS' ASSOCIATION, LIMITED.
1. The name of the company is “The Calico Printers' Association, Limited.”
(a) To carry on in all'or any of their branches all or any one or more of the following businesses—that is to say, the businesses of calico printers and bleachers, dyers, paper makers and stainers, general printers, calenderers, embossers, engravers, designers, finishers, spinners, doublers, manufacturers, producers, merchants, brokers, and wholesale and retail dealers of and in all descriptions of calico, cotton, linen, silk, worsted, woolen, glass, wood, india rubber, and any other description whatever (whether analogous to any of the above enumerated or not) of fabric, article and material, and of all plant, machinery, apparatus, materials, articles, ingredients, substances, and things of any description which are or may or can be used in connection with any of the above businesses, or any operations connected therewith, and to purchase or otherwise acquire the whole or any portion of the business of any person, firm, or company, or the whole or any portion of the shares in or obligations of any company carrying on any business which this company is authorized to carry on, and to undertake all or any of the liabilities connected with such business, and to do any of the above things, either in this country or elsewhere.
(6) To carry on the business of general merchants, importers, and exporters, and to carry on and to do any other business or things which usually are or can be conveniently carried on or done by persons carrying on such business or undertaking as aforesaid, or calculated, directly or indirectly, to enhance the value of or render profitable any of this company's property or rights.
(c) To purchase, take upon lease, hire, or otherwise acquire any lands, factories, mills, buildings, ships, boats, carriages, rolling stock, machinery, plant, or other property (real or personal), or any estates or interests therein, and any rights, easements, or privileges which may be considered necessary or expedient for the purposes of the undertaking or business of the company, and to erect, construct, lay down, fit up, and maintain any houses, mills, factories, buildings, roads, piers, and harbours, docks, railways, tramways, water courses, reservoirs, waterworks, gas works, electric works, or other works which may be thought necessary or expedient for such purposes or for the improvement or development of any property of the company, and to do any such thing notwithstanding that in any case the whole of the land, buildings, works, or property may not be actually required for such purposes.
(d) To carry on the business of general carriers of passengers or goods by land or water, packers, forwarding and shipping agents, and the business of a dock pier or harbour company, and the business of a waterworks, gas works, and electric light or power company, and generally to supply water, gas, and electric light and power of any description.
(e) To develop the resources of and turn to account any lands and any rights over or connected with lands, easements, water or other rights belonging to or in which the company is interested, and, in particular, by laying out building sites, and to construct, maintain, and alter roads, streets, hotels, houses, factories, shops, and stores, and to contribute to the cost of making, providing, and carrying out and working the same, and by preparing the same for building, letting on building, or other lease or agreement, advancing money to, or entering into contracts with, builders, tenants, and others, clearing, draining, fencing, planting, cultivating, building, improving, farming, and irrigating, and by the establishment of dwellings and conveniences for workmen employed by the company and others.
(f). To search for, prospect, examine, and explore mines and ground supposed to contain minerals or precious stones, and to search for and obtain information with regard to mines, and to purchase or otherwise acquire or sell, dispose of, and deal with mines and mining rights of all kinds and undertakings in connection therewith.
(g) To search for, win, get, quarry, and prepare for market coal and other mineral substances, and generally to carry on any metallurgical operations which may seem conducive to any of the company's objects, and to work, exercise, develop, and turn to account mines and mining rights, and any undertaking connected therewith.
(h) To carry on the trade or business of iron masters, colliery proprietors, coke manufacturers, coal merchants, engineers, miners, smelters, coppersmiths, steel makers, and iron workers in all their respective branches.
(i) To carry on business as merchants and storekeepers of machinery, tools, implements, food, clothing, and all the necessaries of life and industry; miners, farmers, stockmen, graziers, builders and contractors, and all other kinds of commercial, industrial, manufacturing, shipping, and mercantile business.
(j) To act as agents for others in any business and for any purpose whatever, and to act as promoters or concessionaires, and to carry on any kind of financial business.
(k) To receive money on deposit or otherwise, and, generally, to lend money, and either with or without security, and in particular to customers and others having dealings with this company, and to any company in which this company is or may be interested, and to guarantee the performance of contracts or engagements of any company or individual, and in particular to guarantee the payment of any principal or other moneys or interest which may become payable under or in respect of debentures or debenture stock or other obligations of any other company, or the dividends on, or moneys payable, in a winding up in respect of shares of any
other company, and, generally, to undertake obligations of every kind and description upon such terms and conditions as may be considered desirable in the interests of the company, and from time to time to vary such guarantees or engagements.
(1) To grant and effect assurances of every kind against loss or damage to buildings, fixed and movable machinery, chattels, and effects, and real and personal property of every kind by fire, storm, or accident, or against loss of damage incurred by an explosion or defect in any boiler, steam or other engine, water or other pipe connected with any machinery, or otherwise, and to create and set aside a special fund or funds for these purposes, or to provide for any loss or damage to any property of the company, and to create an insurance fund in connection with any claims which may be made against the company by any workman or other person employed directly or indirectly by the company and entitled to compensation by the company either by virtue of any present or future act of Parliament, or otherwise, and to reinsure or in any way provide for the liability of the company, wholly or partially, under any assurance, guarantee, contract, or liability of the company, and to carry on and transact every kind of insurance business other than life insurance.
(m) To purchase, take on lease, exchange, hire, or otherwise acquire any real or personal property, rights, or privileges, patents, licenses, concessions, and trade-marks and secrets, either alone or jointly with any other persons or companies, and either in the United Kingdom or elsewhere, which this company may think convenient or desirable for the purposes of its business.
for any property or rights acquired by the company, wholly or in part, in cash or by the issue of any fully or partly paid shares, stocks, debentures, debenture stocks, or obligations of this company.
(0) To purchase with a view to closing or reselling, in whole or in part, any business or properties which may seem or be deemed likely to injure by competition or otherwise any business or branch of business which the company is authorized to carry on.
(p) To sell, demise, let, exchange, dispose of, or otherwise deal with the whole or any part of the undertaking, business, and property of the company for such consideration as may be thought fit, and in particular to accept payment wholly or in part by a rent or rents, or in shares or obligations of any other company, and to promote
and form any company intended to purchase the undertaking or any property of the company, or to use anything made or produced by the company, or which it may be considered will help the company in its business, or in which it may be considered desirable that the company shall be interested, and to subscribe absolutely or subject to any condition or contingency for or acquire in any way shares or obligations of such company;
(9) To subscribe absolutely or subject to any condition or contingency for or purchase or acquire in any way any shares or obligations of any other
(r) To hold all or any shares or obligations acquired by the company, or to sell or reissue them with or without guarantee, or to distribute them or any other assets of this
company in specie upon a division of profits or distribution of capital among the members.
(8) To take part in the management, supervision, and control of the business or operations of any company or undertaking, and for that purpose to appoint and remunerate any directors, trustees, accountants, or other experts or agents of such company or undertaking.
(t) To borrow and raise money in any manner and on any terms.
(u) For any purpose and in any manner and form from time to time to mortgage or charge the whole or any part of the undertaking, property, and rights (including property and rights to be subsequently acquired) of the company, and any money uncalled on any shares of the capital, original or increased, of the company, and whether at the time issued or created or not, and to create, issue, make, and give debentures, debenture stock, bonds, and other obligations, perpetual or otherwise, with or without any mortgage or charge, on all or any part of such undertaking, property rights, and uncalled money.
(0) To confer upon any incumbrancer or trustee for any incumbrancer of uncalled capital such powers of making and enforcing calls as may be thought fit.
(w) To make, draw, accept, endorse, and negotiate, respectively, promissory notes, bills of exchange, cheques, and other negotiable instruments.
(x) To remunerate any person or company for services rendered or to be rendered, in placing or assisting to place or guaranteeing the placing of any of the shares in this comp
y's capital, or any debentures, debenture stock, or other obligations of this company, or in or about the promotion of this company, or the conduct of its business, or in placing or assisting to place or guaranteeing the placing of any of the shares, debentures, debenture stock, or other obligations issued by any other company in which this company is or may be interested, and to pay the costs and expenses of and incidental to the registration and formation of this company or of any such company or of or incidental to the winding up of any company, the whole or part of the property whereof is acquired by this company or in which this company is or may be interested, or of or incidental to procuring or obtaining a settlement or quotation upon any stock exchange of any of such shares or obligations,
(y) To establish and support or aid in the establishment and support of churches, chapels, and schools, and of associations, institutions, funds, trusts, and clubs calculated to benefit employees and ex-employees of this company or the dependents or connections of such persons, and to grant pensions and allowances and make payments toward insurance, and to subscribe and guarantee money for religious, charitable, or benevolent purposes or objects, or for any exhibition, or for any public, general, or useful
purpose or object. (2) Îo carry on any business or branch of a business which this company is authorized to carry on by means or through the agency of any subsidiary company or companies, and to enter into any arrangement with any such subsidiary company for taking the profits and bearing the losses of any business or branch so carried on, or for financing any such subsidiary company or guaranteeing its liabilities, or to make any other arrangement which may seem desirable with reference to any business or branch so carried on, including power at any time, and either temporarily or permanently to close any such business or branch and to act as managers of or to appoint directors or managers of any such subsidiary company.
(aa) To carry out all or any of the foregoing objects as principals or agents, and by and through trustees, agents, or otherwise, and alone or jointly with any other company, association, firm, or person, and in any part of the world.
(56) To appoint from time to time any person or persons or corporations, English or foreign, the attorney or attorneys of this company, with powers of delegation or substitution, and confer upon any such attorney or attorneys any powers of this company.
(cc) To enter into any partnership or into any arrangements for sharing profits, union of interest, cooperation, joint adventure, reciprocal concession, or otherwise,
with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which this company is authorised to carry on or to engage in, or any business or transaction capable of being conducted so as directly or indirectly to benefit this company,
(dd) To amalgamate with any other company whose objects are, or include objects similar to those or some of those of this company, whether by sale or purchase of the undertaking, subject to the liabilities of this or any such other company, with or without winding up, or by sale or purchase of all the shares, stock, or securities of this or such other company as aforesaid, or by partnership, or any arrangement of the nature of partnership, or in any other manner.
(ee) To procure the company to be constituted, or incorporated, registered, or otherwise legally recognized in any colony or foreign country as may be found expedient, and to do all acts and things to empower the company to carry on its business in any part of the world where it may be desired to carry on the same.
(ff) To apply to any government, parliamentary, local, or foreign legislature, or any other authority for, or enter into any arrangements with, any governments or authorities or otherwise, acquire or obtain any orders, licenses, acts of Parliament, rights, powers, concessions, and privileges that may seem conducive to the company's objects, or any of them, and hold and dispose of the same, or to oppose the granting of any arrangement, order, license, act of Parliament, right, power, concession, or privilege to any other person or body, or to apply for an act of Parliament or order for winding up or dissolving the company and reincorporating its members, or for effecting any modification in the company's constitution.
(99). To exercise the powers of the companies' seals act 1864, and of the companies (colonial registers) act 1883.
(hh) To do all such other things as are incidental or conducive to the attainment of the foregoing objects or any of them.
And it is hereby declared that the word “company” in this clause, except where used in reference to this company, shall be deemed to include any partnership or other body of persons, whether corporate or unincorporate, and whether domiciled in the United Kingdom or elsewhere, and that the objects specified in the different paragraphs of this clause shall, except where otherwise expressed, such paragraphs be in no wise limited by reference to or inference from any other paragraph or the name of the company, but may be carried out in as full and ample a manner and shall be construed in as wide a sense as if each of the said paragraphs defined the objects of a separate, distinct, and independent company; provided, that nothing in this memorandum contained shall authorize the company to carry on the business of life
4. The liability of the members is limited.
5. The capital of the company is £6,000,000, divided into 6,000,000 shares of £1 each. The company shall have power to increase the said capital, and to issue any shares of the original or any new capital, with any preference or priority with regard to dividend distribution of assets or otherwise over or ranking equally with any other shares, whether at the time issued or created or not, and whether preference, ordinary, or other shares, or as deferred shares, and with or without a right to the whole or any part of the surplus assets after repayment of paid-up capital, and with a special or without any right of voting, and to alter the articles of association for the purpose of giving effect to any preference, priority, or right, or special conditions as to right of voting, or for effecting any alteration or abandonment of any rights or privileges at any time attached to any class of shares as well as in any other way authorized by statute, and upon the subdivision of a share the right to participate in profits may be apportioned in any manner as between the several shares resulting from such subdivision.
PROSPECTUS OF THE BRADFORD DYERS' ASSOCIATION, LIMITED.
This company has been formed primarily for the purpose of acquiring the businesses of the various companies and firms engaged in what is commonly known as the Bedford piece dyeing trade.
The following have entered into contracts with this association for the sale of their businesses:
chase does not include the company's slubbing works at Brighouse.
EXTENT OF BUSINESS.
The businesses to be acquired comprise about 90 per cent of the Bradford piece dyeing trade, two of the firms have also extensive warp dyeing departments. These works are situated in the midst of the great textile industrial district of which Bradford is the center, and thus the goods pass from the manufacturers to the dyers and from them to the merchants with the greatest convenience and despatch, and with the least amount of carriage. As the value of the goods dyed annually by the associated firms amounts to some £12,000,000 to £15,000,000, this constitutes an important factor.
The industry is one of great importance and magnitude, the number of persons (mostly men) employed by the association being about 7,500, and the consumption of coal alone about a quarter of a million tons per annum.
GOODS TREATED AND MODE OF TRADING.
The goods treated are in use in almost every household in the United Kingdom, besides being shipped to all parts of the world, and are of a very varied character, embracing the finest silk, mohair, and wool fabrics, as well as the lowest cottons. The business of the association is thus not dependent on any particular market or branch of trade. At the same time the commercial risks attached to the business are reduced to a minimum, as the dyers do not trade in the goods, the work being all done on commission and on cash terms, there is thus no risk or loss by falling markets and the bad debts are inappreciable.
The trade-marks of many of the firms and companies in the association representing a very large percentage of the work done are known all the world over, and goods dyed under such trade-marks are demanded by the users and distributors.
ADVANTAGES OF THE AMALGAMATION.
Amongst the advantages to be gained by means of this amalgamation of interests the following may be enumerated:
First. The avoidance of loss through undue competition and cutting of prices below cost.
Whilst it is apparent that the inclusion of about 90 per cent of the entire trade within this association amounts to what is practically a monopoly, the directors recognize that the interests of the company are largely identical with those of the manufacturers and merchants of the district, and though there are no doubt cases in which some readjustment and regulation of rates are at once reasonable and desirable to enable all the firms to produce their proper proportionate share of profit, it is no part of the present scheme to inaugurate an era of inflated prices.
Second. The economies and improvements in production arising from the combined practical knowledge of the members forming the board of directors (who are