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earning capacity of each business was to be ascertained, the year 1897 having been chosen as the last year before the negotiations for amalgamation were commenced, and as being a year in which the trading accounts had been made up without any regard to possible amalgamation.
The valuers and accountants were instructed to ascertain the value of the capital assets of each undertaking as on the 1st of September, 1899, and also the profits made by each company in the test financial year, after allowing 5 per cent interest on the capital then employed in the business, it being expressly agreed that in dealing with trade accounts the same principles and system of ascertaining net profits should be applied to all the businesses alike, and that in this manner the accountants and valuers should ascertain and certify the net earnings of each business; and in the few cases in which profits in excess of 5 per cent on the capital employed were not made in the financial year in question, the income of the undertaking has been, for the purposes of this amalgamation, treated as equal to 5 per cent on the value as on the ist of September, 1899, of the land, buildings, plant, stock, book debts, and other capital assets acquired by the company.
The stocks have been valued, but owing to their magnitude the accountants and valuers have been obliged to fix the value subject to final adjustment, when any differences—which, however, can only amount to a small sum—will be paid by or to the company in cash.
The purchase price for each undertaking, with the exception of a few which it has been thought more expedient to pay for, wholly or partially, in cash out of working capital, is to be satisfied wholly by the issue or appropriation of debenture stock and fully paid-up shares of the company; the amount of debenture stock of each vendor being such that the interest thereon will give him one-fifth of the ascertained net earnings of his business, and the amount of preference shares allotted to him as fully paid up being such as at 5 per cent per annum will give him one-fourth of the ascertained net earnings, the balance of his purchase money being satisfied by the allotment of ordinary and deferred shares of the company.
The company is under the provisions of the agreements to offer two-thirds of the debenture stock and preference shares for public subscription, paying the vendors the net proceeds in part satisfaction of their purchase price. The vendors retain the remaining one-third of the debenture stock and preference shares. The following is a copy of the certificate of Messrs. Edwin Guthrie & Co.:
“71 KING STREET, MANCHESTER, February 16, 1900. “To the Directors of The Wall Paper Manufacturers, Limited.
“GENTLEMEN : We have the pleasure to hand you herewith the following report in reference to the 31 undertakings agreed to be amalgamated in your company.
“We have investigated the accounts of 17 of these undertakings for the financial year ending in 1897, one in respect of the year ending in 1896 (the works having been destroyed by fire in 1897 and restarted in 1899), one in respect of the year ending in 1898, and two in respect of the year ending in 1899, these last three cases being those of more recently established undertakings.
“We have accepted as correct the published balance sheet for 1898 of the Cordelova Company, Limited, signed by the auditor, Mr. R. M. Muirhead, chartered accountant, of Edinburgh, and the certificate of Messrs. J. Adamson, Son & Co., chartered accountants, of Manchester, who investigated the accounts of Messrs. Essex & Co.
“We hereby certify that the aggregate profits of these 23 undertakings, including interest on capital, but after full allowance for depreciation, and after deducting the salaries of partners and managers at the amounts chargeable against the company in the future, and every other expense chargeable against profits, amounts to £173,116 10s 8d.
“As no good will is to be paid for to any firm in respect of any undertaking where the profits have not exceeded 5 per cent per annum on their capital, we have not been called upon to investigate the accounts of 4 of these undertakings, inasmuch as the owners did not claim payment for good will, nor has it been necessary for us to investigate the accounts of 4 small businesses which were acquired by the company for cash payments, and nothing has been included in the above-mentioned sum in respect of the profits of these 8 businesses; the value, however, of their land, machinery, plant, stock, and book debts, and other assets, together with the capital invested in all the businesses in 1899 in excess of that invested in the test financial
year, amounts to £518,287 158., and treating this as productive of 5 per cent per annum, viz, £25,914 7s. 9d., it would then bring the above-mentioned sum of £173,116 10s. 8d. up to a total of £199,030 18s. 5d.
"The valuations of stocks in trade, raw materials, plain paper, drugs, stores, designs, cutting and engraving copper and wood rollers, finished paper hangings,
and raised materials have been partly made by Messrs. Wheatley Kirk, Price & Co., and have been partly ascertained by ourselves, assisted by the committee, on the basis set out in the purchase agreements, and (exclusive of land, buildings, water rights, motive power, fixed and loose plant, machinery, utensils, and fixtures) amount to £545,735 7s. 11d. The book debts taken over have been ascertained by ourselves at £393,873 14s. 11d., and are guaranteed at this amount by the respective vendor firms or companies, and provide working capital for the new company.
"The valuations of land, buildings, water rights, motive power, fixed and loose plant, inachinery, utensils, and fixtures have been made by Messrs. Wheatley Kirk, Price & Co.
“The accounts of the different undertakings are so voluminous that it would have been impracticable without considerable delay to have made for more than one year so searching an investigation with reference to the trading accounts as we were instructed to make for the test year.
“The total purchase consideration for the whole of the undertakings acquired amounts to £4,216,045 17s. 1d., of which £74,577 178. 1d. is payable in cash, and the balance, £4,141,468, is payable in debenture stock, preference shares, and ordinary and deferred shares of the company on the terms of the agreements. “We are, gentlemen, yours faithfully,
“EDWIN GUTHRIE & Co.” The interest on the debenture stock amounts to £39,444 10s. 5d., and 5 per cent on the preference shares amounts to £49,305 13s.
The deferred shares are issued to apportion to each vendor his share of profit after 10 per cent has been paid on the ordinary shares. The following is a copy of the certificate of Messrs. Wheatley Kirk, Price & Co.: “49 QUEEN VICTORIA STREET, LONDON, E. C.,
February 16, 1900. “To the Directors of The Wall Paper Manufacturers, Limited.
“GENTLEMEN: In accordance with your instructions, and the terms of the general agreement by which we were appointed to value on behalf of the company, we beg to state that we have personally inspected and carefully valued the freehold and leasehold properties, water rights, motive power, and going gears, fixed plant and machinery, loose tools, utensils, convertible stores, chattels, furniture, etc., being the property of the under-mentioned firms, and have agreed the values of same with the respective valuers acting on behalf of the vendors, as current going concerns as and upon the 1st of September, 1899 (except in one small case, which is taken as on the 31st of December, 1899), and have handed our several values to Messrs. Edwin Guthrie & Co., the accountants employed by the directors, to be included with and form the basis of their accounts of each vendor firm.
“The firms referred to: “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. “Huntington Frères, Livesey Mills, Darwen. ‘Almond & Co., South Belgrave Mills, Darwen. “The Anaglypta Company, Limited, Queen's Mill, 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. “The Lignomur Company, Old Ford, London. “Carlisle & Clegg, Graham street, City road, London, and Dame street, Dublin.
“Arthur Sanderson & Sons (so far as relates to the business carried on at their manufactory at Chiswick).
“Osborn & Shearman, Stephendale Works, Fulham; Paulton Works, Kings 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.
“Mitchell, Arnott & Co., Limited, Brookside Mill, Golborne; Manchester street, Liverpool; 18 Upper Sackville street, Dublin; 79 and 81 High street, Belfast.
“The Heywood Paper Staining Company, Brunswick Mill, Heywood.
Barnes, Davidson, Holden & Co., Limited, Peelbridge Works, Ramsbottom. “Yates, Dauncey & Dawson, Greenhill Mills, Radcliffe, Manchester. “David Walker, Suffield Mills, Middleton, Manchester. "The Claremont Paper Staining and Engraving Company, Pendleton, Manchester. "Lewis & Co., Medlock Mills, Lees, Oldham. “Fincham & Co., Station Mills, near Wortley, Leeds.
“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. “The salamander decorations business of the United Asbestos Company, Limited, Harefield Mills, High Wycombe, and 158 and 160 Charing Cross road, London.
“In making our valuations we were most favourably impressed with the condition in which we found the whole of the leading manufactories and plants, the exceptions being only a few and comparatively unimportant concerns. The greater part of the lands and buildings are freehold and includes important and valuable water rights. It is clearly evident there has been during recent years a determination on the part of all the leading firms to keep pace with the times by erecting new mills, þy adopting the latest types of labour-saving machinery and appliances, and by liberal expenditure in new departures, and by experiments and improvements to economise cost of production. The large sums so expended can not in our opinion fail to favourably affect future profits. “We are, gentlemen, yours faithfully,
“WHEATLEY KIRK, PRICE & Co.” The lands, mills, buildings, cottages, water rights, fixed plant, and machinery taken over by the company, except such as for economy's sake it may be determined to sell, will be comprised in the specific mortgage to the trustees for the debenture stock. There will, in addition to this specific mortgage, be a floating charge on the general undertaking of the company (but not including uncalled capital) to secure the debenture stock. This floating charge, so far as it comprises movable assets in Scotland, may be subject to Scotch law, but there are comparatively few such assets.
The businesses are purchased free of all liabilities, which are assumed and defrayed by the respective vendor firms and companies. The cordelova business is acquired by the purchase of all the shares in that company.
The company acquires the properties direct from the original owners without any intermediate profit, and no underwriting commission is being paid, and the vendors will be charged with the cost of valuers' and accountants' work and all expenses of the issue of debenture stock and preference shares now offered for subscription.
Proposals have been made by makers of colors, paper, and other materials to join this amalgamation, but the directors have not seen their way at present to take them into consideration. It may, however, be found profitable in the future to extend the company's business in these directions.
The preference shares confer the right to attend and vote at general meetings of the company upon any question affecting their rights and privileges, and no shares are hereafter to be constituted to take priority over the preference shares, except with the consent of an extraordinary resolution of the holders of the preference shares or a ratification in writing by the holders of at least three-fourths of such shares.
None of the ordinary shares and none of the deferred shares are, for a period of 5 years from the 1st of September, 1899, to be sold or transferred, or to be transferable (unless with the approval of a three-fourths majority in value of the holders of such shares) to any person other than an original allottee of such shares or to shareholders in the various companies whose businesses are taken over by this company. The vendors consequently retain a large interest in the success of the undertaking.
The contracts under which the various businesses have been acquired, and of which a list is set out in the annexed schedule, and a print of the memorandum and articles of association, and a printed draft of the trust deed to be executed for constituting and securing the debenture stock, and the certificates of Messrs. Edwin Guthrie & Co. and Messrs. Wheatley Kirk, Price & Co. can be seen at the offices of the solicitors of the company, No. 24 Austin Friars, London, E. C., and applicants will be deemed to have notice of the contents thereof.
There are also many other contracts made by the company in relation to the businesses acquired by the company, namely: trade contracts; contracts (several hundred in number) with traders as to the terms on which they are to be supplied with and deal in goods; contracts with the staff and workmen and with travellers and other agents; contracts for the purchase, manufacture, supply, sale, and carriage of goods; tenancy agreements; contracts for the repair, construction, maintenance, or alteration of buildings, plant, machinery, and works; and contracts as to banking and
financial matters. These contracts, or some of them, are or may be held to be contracts within section 38 of the companies act 1867. It would, however, be inconvenient, even if practicable, to set them out here, and applicants shall be deemed to have notice thereof, and to have waived the insertion herein of the dates and names of the parties to such contracts, and to have agreed with the company, as trustee for the directors and promoters, to waive all rights or claims in respect of noncompliance as regards such contracts with the requirements of section 38 of the companies act 1867.
A stock-exchange settlement and quotation for the debenture stock and preference shares will be applied for in due course.
Application for debenture stock or for preference shares should be made on the forms inclosed and be (with the amount of the application money) forwarded to or left at one of the above-mentioned banks.
If no allotment is made, the deposit will be returned in full, and where the amount of debenture stock or the number of shares allotted is less that the amount or number applied for, the balance of the deposit moneys will be applied toward the payment due on allotment, and any excess will be returned to the applicant.
Failure to pay any instalment will render the previous payments liable to forfeiture.
Copies of the prospectus, with forms of application for debenture stock or preference shares, can be obtained at the offices of the company, or from the bankers, brokers, or solicitors.
FEBRUARY 22, 1900.
PROSPECTUS OF THE BLEACHERS' ASSOCIATION.
The list of applications will open on Tuesday, July 24, at 10 a. m., and will close on the following day, Wednesday, July 25, at 3 p. m., or earlier.
BLEACHERS' ASSOCIATION, LIMITED.
[Incorporated under the companies acts, 1862 to 1898.]
SHARE CAPITAL, £6,000,000.
£2,250,000 41 per cent first mortgage debenture stock. The share capital is divided into 6,000,000 shares of £1 each, of which 3,000,000 are ordinary shares, 2,250,000 are 5, per cent cumulative preference shares, and the remainder may be issued either as further preference shares, ranking pari passu with and carrying dividend at the same rate as the original preference shares, or as ordinary shares.
The preference shares are preferential as to capital as well as dividend.
41 per cent first mortgage debenture stock..
6,750,000 Of the above issue, £710,310 debenture stock, £710,310 preference shares, and £710,310 ordinary shares will be issued to the vendors in part payment of purchase moneys, and the remainder, yiz, £1,539,690 debenture stock, £1,539,690 preference shares, £1,539,690 ordinary shares, are now offered for public subscription at par, payable as follows:
per ture share.
8. 2 7 10
d. 6 6
10 40 50
The debenture stock will be registered in the books of the company, and the interest will be paid half yearly on March 31 and September 30 in each year, the first payment (calculated in the case of moneys payable on application and allotment from the date of allotment, and in the case of each subsequent instalment from the date fixed for its payment) being made on March 31, 1901.
Interest at 5 per cent per annum will be charged on instalments in arrear.
The debenture stock will be redeemable at the option of the company on or after September 30, 1915, at £105 per cent, and will be repayable in a winding up at the like rate.
The debenture stock and the interest thereon will be secured by a specific first mortgage to the trustees for the debenture stockholders of the freehold, copyhold, and heritable properties comprised in Messrs. Edward Rushton, Son & Kenyon's valuation, and also (subject to any necessary consent of landlords being obtained) upon all leasehold properties comprised therein which are held for terms having more than 50 years to run at the date of this prospectus, and a deposit with the trustees for the debenture stockholders of the deeds and documents of title relating to all other leasehold properties in England and Ireland comprised in the said valuation, and by a first floating charge on the undertaking and other property, present and future, of the company in England and Ireland, and also (so far as may be consistent with the law of the country) in Scotland and elsewhere, but not including uncalled capital of the company:
The trust deed for securing the debenture stock will be executed on the completion of the various purchases, and in the meantime all moneys received from allottees of the debenture stock will be under the exclusive control of the directors of the company and will be applied by them in or toward completion of the several purchases (the trustees for the debenture stockholders undertaking no responsibility with regard thereto), but as each purchase is completed the deeds and documents of title relating to the purchased properties will be deposited with the trustees. If the completion of any purchase shall be delayed, or shall not take place, the company may substitute for any freehold, copyhold, heritable, or leasehold properties comprised in such purchase, and pay over to the trustees, to be held on the trusts of the trust deed, a sum of cash equal to the value of such properties as ascertained by Messrs. Edward Rushton, Son & Kenyon's valuation.
Power is reserved by the trust deed to create further debenture stock in addition to and ranking pari passu with the present issue, but no such further issue can be made 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.
Power is also reserved to the company to buy up debenture stock, either in the open market or by private contract, and to reissue debenture stock so bought up or otherwise redeemed or paid off.
The debenture stock will be issued, and will be transferable when fully paid, in multiples of £1.
[List of officers, directors, etc.] This company has been formed with the object of acquiring and amalgamating numerous firms and companies engaged in the bleaching trade, and of strengthening and extending various associations which previously existed for different purposes in connection with that trade.
The following have entered into contracts for sale of their businesses to the company:
[Names and addresses.] The principal business of the company is the bleaching and finishing of cotton piece goods of every description.
The chief center of the cotton industry is Manchester, and all the works acquired by the company are situate within convenient distance of that city, excepting those of four Scotch and two Irish firms, who are engaged in special branches of the bleaching business, and are regarded as desirable acquisitions for the company.
A few of the amalgamated firms are dyers as well as bleachers, and the two businesses may be usefully and profitably continued side by side. There is, however, no intention of competing with the Bradford Dyers' Association, Limited, and in the case of one firm which carrries on at one of its works piece dyeing of the Bradford class the company have arranged to transfer the dye works to that association.
The bleaching trade is one of the oldest in Lancashire, and has proved itself a steady and prosperous one.
It is also preeminently a safe trade. Bleachers are not buyers or sellers of the goods upon which they operate; their business being to bleach and finish goods for the merchants, is practically free from ordinary trade risks; the profits are believed