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to have been exceptionally stable, and there is no record of any bleacher having suffered appreciable loss through bad debts incurred fn the course of his legitimate trade.
The great and ever-increasing difficulty of obtaining an adequate supply of water renders the position of the old-established bleach works a very strong one, whilst enforcement of the law against pollution of rivers tends still further to prevent the erection of new works.
For a great number of years past there have existed in the Manchester bleaching trade voluntary associations for the regulation of prices in different branches of the business, and for other purposes, and these have worked in harmony with the merchants, as well as to the advantage of the trade; but it has been realized that the full advantages of cooperation can be secured only by amalgamation, for the success of which the existence and organization of these associations give exceptional facilities.
The present amalgamation has secured the adhesion of many firms who were not previously members of any price association.
It is believed that the formation of this company will strengthen the cordial relations already existing with the Manchester merchants
, for, being in possession of works of every description capable of dealing at appropriate prices with every class of bleaching and finishing, the amalgamated firms will be enabled to satisfy the varying demands of the whole Manchester trade and meet any competition from abroad or elsewhere.
Individual effort will be maintained among the various amalgamated firms. So far as possible the management of each works will be left in the hands of those who have been responsible for its conduct in the past, and the heads of each branch may under the articles of association be remunerated wholly or partially by a commission or percentage on the profits of the branch managed by them. Each firm will continue to deal personally with their own customers, and arrangements which have been made by individual firms with regard to special finishes for particular customers will be strictly adhered to.
The general management of the business of the company is vested in generalmanagers. The first two general managers will hold office for 3 years, and the remuneration attached to their posts is limited to a commission, payable to each of them, of 2} per cent on the balance of the net profits made by the company during each year over and above the sum required to pay the debenture interest and preference dividend for that year.
The directors believe that the successful management of the undertaking and the cordial cooperation of all the amalgamated firms are secured by the appointment as first general managers of Mr. John Brennand and Mr. John Stanning:
The remuneration of the chairman, vice-chairman, and directors (other than the general managers) will be fixed by the shareholders in general meeting. The valuation made by Messrs. Edward Rushton, Son & Kenyon, of which a copy will be found below, shows.
£3, 109, 313 In addition, the association acquires book debts, guaranteed by the ven
dors, and stock in trade and other assets amounting (subject to adjustment) to .
347,598 The issue and the proceeds of the resale to the Bradford Dyers’ Associa
tion, referred to above, will also provide cash amounting (subject to adjustment) to.....
269, 187 Making a total of.....
3, 726, 098 The following is a copy of Messrs. Edward Rushton, Son & Kenyon's valuation:
“13 NORFOLK STREET, MANCHESTER, July, 1900. “To the Directors of Bleachers' Association, Limited.
“GENTLEMEN: In accordance with instructions received we have made valuation of the works and properties of the various firms who have signed contracts for the sale of their businesses to your association, and beg to report as follows:
"The properties embrace some of the finest works we have ever inspected; speaking generally, the supplies of water are excellent, the buildings are well and substantially built, and the plant and machinery—the greater part of which is fixed and of an exceptionally durable character-is in first-class working condition.
“The properties also include the freehold reversion which you have recently acquired of the works and water rights of Hepburn & Co., Limited, important sites in Manchester and Salford, and many residences, dwelling houses, plots of building land, and receivable chief rents.
“The works which you have contracted to resell to the Bradford Dyers' Association have been excluded from our valuation.
“All the chief or ground rents, feus, and other burdens to which the properties are subject have been deducted, and in all cases of leaseholds we have taken into consideration the length of tenure and the rents payable.
“Our valuation is: Land, water rights, leasehold interest, buildings, plant, machinery, and loose articles, £3,066,921; horses, lurries, gears, railway wagons, etc., £42,392; total, £3,109,313. “Yours, truly,
“E. RUSHTON, Son & KENYON, Valuers." With regard to the profits, Messrs. Jones, Crewdson & Youatt certify as follows:
“MANCHESTER, July 17, 1900. “To the Directors of Bleachers' Association, Limited.
“GENTLEMEN: We have ourselves examined the accounts of 47 of the 53 companies and firms who have signed contracts for the sale of their businesses to the association.
“In the case of two small firms quite recently established no figures of any value for our purpose were obtainable, and we have not taken the revenue of those firms into account.
“The accounts of the other four companies and firms have been examined by Messrs. P. & J. Kevan, chartered accountants, of Bolton, and for the purposes of this certificate we have accepted their figures with regard thereto.
“The period under examination has been mainly the 5 years, 1895–1899.
“Owing to the very considerable variations in the dates of stocktaking, we are not able to give the profits separately for each year, but we find that the aggregate average is well maintained throughout.
“In arriving at the profits we have made no deductions for income tax or loan and debenture interest.
“Salaries for the management of the various works have been charged as part of the working expenses, and a further provision has been made for the general managers' commission.
“In place of the varying charges which appeared in the accounts of the vendors for repairs and depreciation we have charged against profits the amounts which your valuers consider requisite and sufficient for efficiently maintaining the various works and for providing a depreciation fund.
“In the case of one firm having leasehold works, the reversion in which your association has since contracted to purchase, credit has been taken for the rent thus bought up.
"With regard to the firm whose dye works have been resold to the Bradford Dyers' Association, we have only taken into account the profits arising from the departments of their business which it is intended that your association shall carry on in the future.
“The results thus obtained, after making all necessary adjustments, show an aggregate annual average profit of £372,465.
“JONES, CREWDSON & YOUATT."
To pay 41 per cent on £2,250,000, present issue of debenture stock, requires. £101,250 To pay 52 per centon £2,250,000, present issue of preference shares, requires. 123,750 To pay 6 per cent on £2,250,000, present issue of ordinary shares, requires. 135,000 Total .
360,000 Deducting this sum from the profits shown in the accountants' certificate, there remains a surplus of £12,465 in addition to the income which may be earned on the cash surplus of £269,187 referred to above.
The businesses are purchased free of all liabilities, and equipped with stock and working capital.
The purchase prices of the firms enumerated above (after deducting the amount receivable from the Bradford Dyers' Association for the dye works resold to them, but including the sum payable for the reversion in one of the works which the association has now bought up) amount to the sum of £6,480,813, of which £710,310 is payable in debenture stock, £710,310 in preference shares, £710,310 in ordinary shares, and the balance in cash.
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.
I CVOL XVIII-01 5
The association takes over the trading of the majority of the firms from the 31st of March, 1900, and the remainder are taken over from other dates during the present year. The purchases are all subject to interest at 4 per cent per annum from the date of taking over, and the association takes over all current contracts and engagements.
The preliminary expenses of the association of every description up to and including allotment (but excluding costs of conveyance and examination of title and stamps) will be discharged out of a fund which will be provided for that purpose by the vendors to the association, and will be paid over to a committee of the trade.
The company buys in each case direct from the owner of the business, without the addition of any intermediate profit, and the charges, up to allotment of the accountants and solicitors employed in the amalgamation, have been fixed by the committee of the trade above referred to, and will be paid out of the fund provided by the vendors.
The dates of and names of the parties to the contracts under which the businesses have been acquired are set out in the list of contracts at the end of this prospectus.
A contract dated July 17, 1900, has also been entered into between this company and the Bradford Dyers' Association, Limited, for the resale to the latter association of the dye works referred to above.
All these contracts, together with the memorandum and articles of association of the company, a printed draft of the trust deed for securing the debenture stock, Messrs. Èdward Rushton, Son & Kenyon's valuation, and the certificate of Messrs. Jones, Crewdson & Youatt, can be seen at the Manchester offices of Messrs. Wilson, Wright & Wilsons.
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 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 the shares or the amount of the 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.
MANCHESTER, July 17, 1900.
List of contracts under which the businesses have been purchased.
Date of principal contract.
Date of adopt-
Date of sup-
Names of vendors who were parties to contracts.
Richard Henry Ainsworth and Edward Thwaites.
Harry Bridson, and Arthur Paul Bridson.
partner of said firm.
List of contracts under which the businesses have been purchased—Continued.
Date of adoptDate of princi- ing contract,
Date of sup-
Names of vendors who were parties to contracts.
May 15, 1900 June 29, 1900 July 17, 1900 | Nathaniel Morris Barnes. **July 17, 1900
Michael Lavery Yates. *June 27, 1900
John Sutherland Harmwood Banner and Israel
Knowles. *June 28, 1900
Melland & Coward, Limited. May 16, 1900 June 29, 1900
Harry Milner and Richard Marsden. June 28, 1900
James McHaffie & Son and John Anderson McHaffie,
sole partner of said firm. *July 17, 1900
John McNab & Co., and John McNab and Andrew
McNab, the individual partners of said company: June 21, 1900 June 29, 1900
William Mosley, William Mosley, jr., Harry Mosley
and Oswald James Mosley. May 14, 1900
July 17, 1900 Frederick Murton. * June 25, 1900
Thomas Kenyon. Apr. 6, 1900 June 29, 1900 July 17, 1900 Joseph Howarth. Mar. 30, 1900 .do
Robert Knowles Roberts. *June 27, 1900
Samuel Hoyle Rothwell and Frank Clarkson Birch. * June 27, 1900
June 29, 1900 Samuel Isherwood. John William Slater, and Sam Slater. May 24, 1900 June 29, 1900
James Simpson, Ellen Simpson, and John Whewell
John Stanning & Son, Limited.
July 17, 1900 Sykes & Co., Limited. May 23, 1900 ..do
Charles Waterhouse. June 25, 1900
Thomas Kenyon. * May 1, 1900 June 29, ?100 July 17, 1900 Henry Whitehead. Mar. 30, 1900
Richard Hough the younger and Walter Cannon. Apr. 10, 1900
Frederick Whowell. * July 17, 1900
John Young & Co. (Crumpsall), Limited.
NOTES.—The principal contracts marked with an asterisk_(*) were made with the association direct; the other principal contracts were made with Joseph Henry Worrall as trustee for the association.
All the adopting and supplemental contracts were made between the association and the other persons and companies who were parties to the principal contracts, or some of them.
There is a further contract, dated July 17, 1900, between John Grant Lawson, M. P., and the association, with reference to the purchase by the association of the freehold reversion in the works of Hepburn & Co., Limited, which were held by them under an agreement for a lease.
The contract marked with a dagger (t) is conditional upon the sanction of the chancery court being obtained thereto. Such sanction has not yet been applied for.
MEMORANDUM OF ASSOCIATION OF BLEACHERS' ASSOCIATION, LIMITED.
1. The name of the company is “Bleachers' Association, Limited.” 2. The registered office of the company will be situate in England. 3. The objects for which the company is established are:
(a) To carry on in all or any of their branches the businesses of bleachers, dyers, finishers, dressers, and chemical manufacturers.
(6) To carry on in all or any of their branches all or any one or more of the following additional businesses-that is to say, the businesses of printers and manufacturers of and dealers in all kinds of cotton, linen, silk, worsted, woolen, and other goods, and proprietors of collieries and other works for the manufacture or supply of goods or power consumed or used in any business for the time being carried on by the company, and manufacturers of and dealers in all plant, machinery, apparatus, materials, articles, and things of any description which are or may be used in connection with any business which the company is authorized to carry on.
(c) To acquire and dispose of water and water rights in any manner and for any purpose, and to supply water to towns, local areas, or particular persons or premises, and to carry out any works necessary for that purpose, and generally to carry on the business of a waterworks company:
(d) To carry on any business, whether manufacturing or otherwise, and whatever may be its description, which in the opinion of the directors of the company may be conveniently carried on in connection with or in addition to any of those enumerated above, or may be calculated, directly or indirectly, to enhance the value of or render profitable any of the properties or rights of the company.
(e) 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 authorised to carry on, and to undertake all or any of the liabilities connected with such business.
(f) 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 bleach works, dye works, settling tanks, effluent works, pumping stations, factories, buildings, roads, railways, tramways, water courses, reservoirs, waterworks, gasworks, 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.
(9) 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 by constructing, maintaining, and altering roads, streets, hotels, houses, factories, shops, and stores, or contributing 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.
(h) 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
(i) 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 or damage incurred by an explosion or defect in any boiler, steam or other engine, water or other pipe connected with any machinery or otherwise, or against liability to workmen and others for accidents, and to create any insurance fund which may be thought desirable, 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.
(j) To purchase, take on lease, exchange, hire, or otherwise acquire rights or privileges, patents, licenses, concessions, trade-marks and trade secrets which this company may think convenient or desirable for the purposes of its business.
(k) To pay 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, stock, debentyres, debenture stock, or obligations of this company:
(1) To purchase with a view to closing or reselling in whole or in part any business or properties which may be deemed likely to injure, by competition or otherwise, any business or branch of business which the company is authorized to carry on.
(m) 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 an
ny 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.
(n) 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 company of any description.
(o) 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.