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all men of great experience in the dyeing trade) as a consulting and advisory body available for each branch.
Third. The economies due to centralisation of office work and of buying, distributing, and financial arrangements.
The directors are very fully alive to the desirability of conserving the individuality and initiative of the various businesses, and will not allow centralization to act detrimentally in these matters; but there are many obvious advantages to be gained, as, for example, in combined buying, in the supply of ample capital, and in relieving, where desirable, technical managers from the burden of many subsidiary duties and allowing them to concentrate their attention on their special department.
It is intended, as far as possible, that the control of each firm shall remain in the hands of those who have been responsible for its conduct in the past, and in order that such management may have an inducement to continue to give their best efforts to the business, the directors are empowered under the articles to pay commissions on the profits of each individual branch, thus safeguarding the principle of individual effort to which so much of the success in the past has been due. It is felt that this policy will be as much in the interests of the general trade as that of the company, seeing that thereby healthy competition and rivalry between the associated firms for excellence and quality of work will be maintained and encouraged.
MANAGING DIRECTORS' AND DIRECTORS' REMUNERATION. The managing directors will retire from their present firms and companies and devote themselves solely to the business of the association, their remuneration being entirely dependent on profits, and payable only out of the surplus remaining after providing for the interest on the debenture stock and the dividend on the preference shares. The remuneration of the board other than the managing directors will be fixed by the shareholders in general meeting.
As regards competition at a distance, the position of the company is almost unassailable for the following reasons:
(a) The cost of cartage or carriage and the extra time required in conveying to and fro.
(6) The trade is of so detailed and technical a character that it is of the utmost importance that the dyer should be in daily touch with his customers whose goods he is treating.
(c) The supply and the nature and quality of the water obtainable is undoubtedly of great importance, and appears to be essential in the treatment of certain articles.
(d) The location in the district of a large number of trained and experienced workmen, due to the fact that the trade has been so long established there, and to the highly technical nature of the processes.
Offers have already been received which would give the association the benefit of manufacturing its own chemicals and dye wares. This would undoubtedly enable large sums annually to be saved, but it has not been thought advisable to include any such works in the combination at this stage. At the same time the directors are confident that they will be able with the funds at their disposal in many directions to largely increase the profits, and to this end they hold the unissued capital in reserve.
The valuation of the property and plant made by the well-known firm of valuers, Messrs. Edward Rushton, Son & Kenyon, of which a copy will be found below, shows £1,943,218, in addition to which the association acquires under the contracts of sale, stocks in trade, and book debts guaranteed by the vendors and cash in hand, £246,034, giving a total sum of assets to be acquired of £2,189,252. This sum provides security to an amount more than double the proposed issue of debenture stock.
This issue also provides additional capital to the amount of, say, £129,360.
The businesses are purchased free of all liabilities, and fully equipped with workirg stock in trade. The whole of the book debts (excepting those of one vendor . company), together with a considerable sum in cash, are also included in the sale;
with this, and the £129,360 mentioned above, the company will start with a working capital which the directors consider ample. The following is a copy of Messrs. Edward Rushton Son & Kenyon's certificate:
“13 NORFOLK STREET, MANCHESTER, December, 1898. To the Chairman and Directors of the Bradford Dyers' Association, Limited.
“GENTLEMEN: We have carefully inspected and made a detailed valuation of the properties belonging to the 22 firms and companies which have entered into contracts for the sale of their businesses to the Bradford Dyers' Association, Limited.
“The land consists of 1,033,975 square yards; of this 838,295 yards are freehold, 24,677 yards are leasehold for 999 years, and 171,003 yards are leasehold for shorter terms.
“The water rights are an important feature in the properties, and in most cases there is an unlimited supply.
“The buildings are for the most part well and substantially built, and planned with a view to economical and advantageous working. The plant and machinery in nearly all cases is of the most modern type, in good condition, and specially adapted for the trade.
“Our valuation as a going concern is as follows: The land, water rights, buildings, and property (including leasehold interests), £1,109,961; the plant, machinery, and loose utensils, £833,257 3d.; say, £1,943,218 3d.
“EDWARD RUSHTON Son & KENYON,
Auctioneers and Valuers." The books of the various firms have been examined by a leading firm of chartered accountants, Messrs. Jones, Crewdson & Youatt, of Manchester and London, who have a special knowledge of industrial amalgamations, and their certificate is as follows:
"7 NORFOLK STREET, MANCHESTER, December 8, 1898. “To the Chairman and Directors of the Bradford Dyers' Association, Limited.
“GENTLEMEN: We have examined the accounts of the firms who have entered into contracts for the sale of their businesses to your association, and thereon we beg to report as follows:
"In arriving at the combined average profits we have in the main taken the figures for a period of three years, but owing to the varying dates of stocktaking, and to the fact that one firm has only been recently established, this period is not in every case uniform; the commencing date, however, has in no case been taken prior to January 1, 1895. The periods, while varying inter se, are in all cases consecutive, and are brought down to the most recent available date. The figures have also in some cases been adjusted by us on the advice of your valuers in respect to the allocation of new machinery and plant as between capital and revenue, and do not include income tax and interest upon partners' capital and loans.
“We find that the aggregate average profit thus arrived at has been the annual average sum of £225,656 16s. 6d.
"A proper and adequate provision for the management of each of the various works and for the remuneration of the managing directors, as provided for by the articles, must be deducted from this sum, and we consider that, although the various firms point out that an amount of over £50,000 year has been expended out of income on the maintenance and renewal of the buildings, plant, and machinery, a further sum should be provided as a depreciation fund.
“In our opinion the sum of £63,000 would be a sufficient annual provision for management, salaries, and for a depreciation fund.
"JONES, CREWDSON & YouArt,
ESTIMATE OF DIVIDEND.
It will be seen that the above rate of profit is more than sufficient to provide for the following: 4 per cent on £1,000,000 debenture stock..
£40,000 5 per cent on 1,000,000 preference shares
50,000 7 per cent on 1,000,000 ordinary shares.
160,000 but the directors believe that, owing to the economies resulting from the amalgamation, from the proportionately larger working capital, owing to the various businesses
being worked as a whole, and from the employment of the additional sum of £129,360 above mentioned, they will be able to pay handsome dividends, besides putting a substantial sum to reserve.
The purchase prices of the firms enumerated above, including £681,388 for good will, amount to the sum of £2,870,640, of which £333,330 is payable in debenture stock, £666,666 in equal proportions of preference and ordinary shares, and the balance either in cash or as provided for in the agreements for sale in shares or debenture stock taken at par.
In the majority of cases the contracts for purchase provide that the association shall in addition to the above purchase money pay for any expenditure on additional property and machinery acquired since the date of Messrs. Edward Rushton, Son & Kenyon's valuation.
DATE OF TAKING OVER BUSINESSES.
The association will take over the trading of all the firms with the exception of Messrs. James & M. S. Sharp & Co., Limited, and Harry H. Hall & Co., as from the 30th of September last, and in the case of the firms excepted the profits will begin to accrue to the company from the 31st of October last.
THE COMPANY BUYS DIRECT.
The company buys in each case direct from the original owners of the business, no promoter's profit or underwriting commission being payable, and the vendors will bear the expenses of and incidental to the formation and establishment of the company up to allotment.
The following contracts have been entered into, all of which are dated December 13, 1898, and are made between the association of the one part and the following persons, firms, and companies of the other part, being the contracts for sale to the company, viz:
George Armitage, Limited (John Ramsden Armitage, John Batt Moorhouse, Harry Ramsden Armitage, and George Herbert France).
William Edward Aykroyd, William Henry Aykroyd, and Henry Edward Aykroyd. Bradford and District Dyeing Company, Limited (William Alfred Whitehead, William Edwin Briggs Priestley, John Drummond, and Henry Sagar Wilkinson).
Thomas Briggs, Joseph Briggs, William Briggs, and George Briggs.
Craven, Pearson & Co., Limited (David Hannam Thornton, Robert James Hannam, John Marshall, Charles Edward Craven, and John Stones Pearson).
Fountain Finishing Company, Limited (William Henry Aykroyd).
W. Grandage & Co., Limited (Abraham Grandage, William Grandage, Henry Grandage, and George Grandage).
Harry Herbert Hall.
Hunsworth Dyeing Company, Limited (Charles Henry Wild, Joseph Moxon Kirk, and Ernest Fitzherbert Holdsworth);
John Kirk, Robert Samuel Kirk, Arthur Kirk, and Herbert Reginald Kirk.
James & M. Sharp & Co., Limited (James Sharp, Milton Sheridan Sharp,
Charles Brook Shaw and Frederick Shaw.
Samuel Smith & Co., Limited (Samuel Milne-Milne, Charles Telford Smith,
John Henry Stott and Thomas Henry Lambert.
Whitaker Bros. & Co., Dyers, Limited (Jeremiah Whitaker, Francis Whitehead, and Arthur Harry Briggs).
There are also contracts relating to the trading of the various vendor firms and companies, and in connection with the businesses acquired, and agreements with employees, and others which are too numerous to mention, and trade and other
contracts, which it is not desirable in the interests of the association to specify, and applicants for shares will be deemed to have had notice of all such contracts and to have waived the insertion in the prospectus of dates and names of the parties thereto, whether under section 38 of the companies act, 1867, or otherwise.
The printed draft of the trust deed for securing the debenture stock and the contracts for purchase specified above, together with the memorandum and articles of association of the company, Messrs. Edward Rushton, Son & Kenyon's certificate, and Messrs. Jones, Crewdson & Youatt's certificate, can be seen at the offices of Messrs. H. E. Warner & Co., 10 Finsbury Circus, London, E. C.
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 inclosed and be (with the amount of 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 the number or amount 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 debenture stock will render the previous payments liable to forfeiture.
Copies of the prospectus, with forms of application for shares or for debenture stock, can be obtained at the offices of the company or from the bankers, brokers, auditors, or solicitors.
BRADFORD, December 14, 1898.
PROSPECTUS OF THE WALL PAPER MANUFACTURERS, LIMITED.
This company has been formed for the purpose of amalgamating, amongst others, the businesses of the various under-mentioned firms and companies engaged in the manufacture of
raised decorative materials, such as anaglypta, cordelova, lignomur, and salamander decorations.
There is probably no industry where the advantages of amalgamation are so great az in the manufacture of wall papers, and the success attained in other cases will sufficiently indicate that the principle is a sound one.
While admitting the desirability of doing away with the undercutting which has hitherto existed, the directors do not propose to inflate or unduly increase prices.
The aggregate amount of the profits earned in past years by the businesses now amalgamated will, it is expected, in the hands of the company, be materially increased by economies and reductions in the cost of production, and by the freedom of the company from disabilities under which the individual firms and companies have suffered through the cutting of prices, irregularity of terms, long credits, and unnecessary expenditure specially involved in obtaining orders. All advantages and processes of manufacture possessed in one mill may now be adopted in all, so that the greatest possible advantage, both to the public and to the trade, will be derived from the amalgamation.
Although the large number of travellers required for separate representation will be reduced, it is intended that the company shall continue the system of selling to retailers, and the company has entered into agreements for a fixed period of years with dealers for the distribution of its goods.
The United Kingdom occupies the leading position in the world in the wall-paper industry, and practically holds the whole of the home and colonial trade. For many years, notwithstanding protective duties, a large ex port trade has been done with the Continent in the cheaper qualities of goods, and the vogue for English decorative art styles and colourings has recently increased the trade in the finer qualities with the United States and the Continent. The variety of patterns, colourings, and styles produced at the various branches, where individuality will be specially encouraged, renders it almost hopeless for anyone to compete with the company and endeavour to satisfy the requirements of merchants and decorators and the public taste.
Contracts have been entered into for the acquisition by the company of, amongst others the under-mentioned businesses:
C. & J. G. Potter, Belgrave Mills, Darwen, and Broad Street Station, London.
The Darwen Paper Staining Company, Livesey Mills, Darwen; Broad Street Station, London, and Argyle street, Glasgow.
Potter & Co., Hollins Mills and Orchard Mills, Darwen.
The Anaglypta Company, Limited, Queen's Mills, Darwen, and Great Russell street, London.
Lightbown, Aspinall & Co., Limited, Hayfield Mills, Pendleton; Queen Victoria street, London, and Ingram street, Glasgow.
Allan Cockshut & Co., Old Ford, London.
Arthur Sanderson & Sons, Chiswick (so far as relates to their business as wallpaper manufacturers).
Osborn & Shearman, Stephendale Works, Fulham; Paulton Works, King's road, Chelsea, and the Vale, Chelsea.
John Trumble & Sons, York street, Leeds.
Wylie & Lochhead, Limited, Whiteinch, near Glasgow, and Portland street, Manchester (so far only as relates to their business as wall-paper manufacturers),
Walker, Carver & Co., Limited, the Sanitum Wall Paper Works, Orchard street, Pendleton, Manchester.
W. G. Wilkins & Co., Limited, Uttoxeter road, Derby.
The Heywood Paper Staining Company, Brunswick Mill, Heywood.
John Dunn & Son, Tyne Works, Elswick Place, Newcastle-on-Tyne (so far as relates to their business as wall-paper manufacturers).
Essex & Co., Essex Mills, Battersea, London (so far as relates to their business as wall-paper manufacturers).
The Cordelova Company, Limited, Pitt street, Edinburgh. The Salamander Decorations. And three other businesses (making 31 undertakings). These contracts, together with working agreements which have been made with Messrs. Jeffery & Co., Messrs. Chas. Knowles & Co., Limited, and Messrs. John Stather & Sons, Limited, include substantially the whole (about 98 per cent) of the wall-paper manufacturing trade of the United Kingdom, and among the properties purchased are two paper-making mills, one factory for enameled and chromolithographic paper, and the works for the manufacture of anaglypta, cordelova, and lig
With some few exceptions, and in cases where it has been thought expedient to close certain mills to save the expenses of small manufactories, the various mills acquired by the company have, since the 1st of September last, been carried on for the benefit of the company, and (the names of most of the businesses being retained as branches) will be under the personal management of their late owners, who have entered into agreements to continue to manage the respective businesses for a term of years, and at moderate fixed salaries, which vary, but in no case exceed £500 per
The supreme control of the company's business will rest with the directors, who are all practical experts in the trade, and most of whom have been actively engaged therein for over 20 years.
The arrangements under which the various businesses have been acquired are set out in full in the contracts which are referred to in the subjoined schedule, but the salient features, except in a few cases of minor importance, are as follows: Valuers and accountants have been appointed on the one side on behalf of the company, and on the other side on behalf of the vendor firms and companies. The valuer appointed for the company is Mr. Shirley Price, of Messrs. Wheatley Kirk, Price & Co., and the accountant appointed for the company is Mr. Edwin Guthrie, of Messrs. Edwin Guthrie & Co. The several vendor firms and companies have appointed various persons as valuers and accountants, but it was agreed that in any case of di arence between the valuers or the accountants, Mr. John Cross, of Messrs. Cross & sons, of Manchester, should act as umpire valuer, and Mr. Edwin Waterhouse, of Messrs. Price, Waterhouse & Co., of London, as umpire accountant.
The trading accounts for the financial year of each undertaking ending in 1897 were (with some exceptions as mentioned below) taken as the basis on which the