(p) 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.

(q) To borrow and raise money in any manner and on any terms.

(r) 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.

(8) To confer upon any encumbrancer or trustee for any encumbrancer of uncalled capital such powers of making and enforcing calls as may be thought fit.

(t) To make, draw, accept, indorse, and negotiate, respectively, promissory notes, bills of exchange, cheques, and other negotiable instruments.

(u) 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 of this company'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 other 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 such shares or obligations. (v) 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 towards 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.

(w) To carry on any business or branch of a business which this company is authorised 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.

(x) 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 authorized 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.

(y) 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.

(z) To procure the company to be constituted or incorporated, registered, or otherwise legally recognised 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.

(aa) 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.

(bb) To carry out and do all or any of the foregoing objects and things in any part of the world, and as principals or agents, and by or through trustees or agents or otherwise, and either alone or jointly with any other company, association, firm, or

person.

(cc) 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 domicile 1 in the United Kingdom or elsewhere, and that the objects specified in the different paragraphs of this clause shall, except where otherwise expressed in 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 assurance.

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 authorised 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. Provided always that no right to any fixed preferential dividend or to any preference with regard to repayment of capital attached to any class of shares for the time being issued shall be taken away or altered otherwise than in the manner mentioned in the articles of association registered herewith.

called "the vendors") of the - part

(hereinafter (herein

after called "the trustee") on behalf of the association below mentioned of the part. Whereas a company (hereinafter referred to as "the association") is about to be formed under the companies acts 1862 to 1898 for the purpose amongst other things of amalgamating various firms and companies carrying on the business of bleachers and kindred trades

And whereas the name and capitalisation of the association and various other details connected with the amalgamation are to be settled by a committee to be formed and constituted as hereinafter mentioned.

Now it is hereby agreed as follows:

1. The vendors will sell and the association will purchase as from the 31st day of March, 1900, the assets hereunder specified belonging to or employed by the vendors in connection with or in the business carried on by them under the style or firm of

namely:

(a) The lands buildings water rights and other hereditaments and fixed and loose plant and machinery of every description with their equipment not being extra plant or extra land as hereinafter defined (all hereinafter included in the term "works").

(b) The bowls fallers and other like articles if any kept in stock and not immediately required for the proper equipment of the machinery (hereinafter referred to as 'extra plant").

66

(c) The land and buildings if any belonging to the vendors in connection with the said business but not required for the proper working thereof (hereinafter referred to as "extra land").

(d) The goodwill trade marks stamps and patents (all hereinafter included in the term "goodwill”).

(e) The stock in trade raw materials stores and other like goods (all hereinafter included in the term "stock-in-trade").

(f) The book debts and bills receivable (all hereinafter included in the term "book debts").

2. For the purpose of ascertaining the purchase price to be paid by the association for the above-mentioned assets the following things shall be done namely:

(a) The works and extra plant and extra land if any shall be valued by Messrs. as a going concern and as between a willing seller and a willing buyer and in making such valuation Messrs. shall ascertain the values of the works and of the extra plant and extra land if any separately and if any question shall arise as to what is extra plant or extra land it shall be settled conclusively by them.

(b) The yearly profits of the business taken on the average hereinafter mentioned shall be ascertained by chartered accountant.

3. The purchase price shall then be fixed either on a profit basis or on a valuation basis as hereinafter mentioned.

4. On a profit basis the purchase price will be fifteen times the yearly profits of the business ascertained as hereinafter mentioned This price is fixed on the assumption that the works are held in fee simple or for a leasehold term of which at least eighty years shall be unexpired on the day as from which the sale is to take effect and that the normal amount of book debts and stock in trade will be included in the sale If the works are not held in fee simple or for such a leasehold term as aforesaid a fair deduction from the purchase price which would otherwise be payable shall be made in respect thereof And if on the day as from which the sale is to take effect the book debts (and or) stock in trade shall be less than the normal amount the price to be paid on the profit basis shall be reduced by the amount of the deficient book debts (and or) the value of the deficient stock in trade.

5. On a valuation basis the purchase price will be the aggregate of the following items namely:

(a) The amount of the valuation of the works.

The value ascertained as hereinafter mentioned of the stock in trade included in the sale up to but not exceeding the normal amount.

(c) The amount of the book debts included in the sale up to but not exceeding the normal amount.

(d) A sum for goodwill equal to eight times the balance of the yearly profits of the business ascertained as hereinafter mentioned after deducting therefrom interest at the rate of 4 per cent per annum on the amount of the valuation of the works and on the normal amount of book debts and on the value ascertained as hereinafter mentioned of the normal amount of stock in trade.

Subject nevertheless to the following limitations namely that the total amount payable under the preceding provisions of this clause must not exceed the sum upon which the yearly profits of the business ascertained as hereinafter mentioned will yield 4 per cent.

6. If any extra plant or extra land or any book debts or stock in trade in excess of the normal amount shall be included in the sale the vendors whether the sale is made on a profit or on a valuation basis shall in addition to the purchase price herein before mentioned be entitled to receive from the association (a) the value ascertained as herein before mentioned of the extra plant and extra land if any (b) the amount if any by which the book debts included in the sale exceed the normal amount and (c) the value ascertained as hereinafter mentioned of any stock in trade included in the sale over and above the normal amount.

7. For the purposes of this agreement the normal amount of book debts shall be taken to be one-twelfth of the average annual sales in the business and the normal amount of stock in trade shall be such an amount as the said determine to be required for the proper conduct of the business.

may

8. The yearly profits of the business shall be ascertained on the average of the five years ending on the day of the last balance sheet taken prior to the

or

as near thereto as may be practicable unless for any special reason the said shall think that such average would not be fair to the vendors in which latter

case the profits may be ascertained or estimated on any other average or in any other manner which the said may think fair.

9. In ascertaining profits for the purposes of this agreement all rents paid for works and all expenses of repairs and maintenance and such further sums if any as (having regard to the amounts expended on repairs and maintenance) may properly be chargeable for depreciation together with a fair allowance for management shall be deducted from the gross profits but no deduction shall be made for interest on capital employed in the business or on money borrowed from bankers or others or for fees salaries or commissions to partners or directors and no interest or income arising from money lying to the credit of the vendors with their bankers or on loans or investments nor any rents or profits arising from extra land shall be included in the account of profits.

10. The vendors shall make out as on the day from which the sale is to take effect lists of the stock in trade and book debts included in the sale and shall guarantee the accuracy thereof but the association or any person or persons appointed by them for that purpose shall be at liberty to check the accuracy of the said lists in any way they or he may think fit and if any error shall be found therein it shall be rectified The vendors shall guarantee that the book debts sold shall in the aggregate produce the amount at which they are stated in the list thereof so made and unless they shall within the period of one year from the day as from which the sale is to take effect produce that amount the vendors shall if so required by the association pay to the association a sum sufficient to make good the deficiency and shall thereupon be entitled to the uncollected book debts aforesaid.

11. For the purposes of this agreement the value of stock in trade shall be such a sum as the said may fix to be the fair value thereof and in fixing such value work done on goods in process shall be taken at cost price.

12. The said may with regard to all or any of the matters which are by the terms of this agreement to be decided by or referred to him consult such experts and obtain such other assistance as he may think desirable.

13. The amount of the purchase money payable hereunder according to the basis of purchase ultimately adopted whichever it may be shall be determined conclusively by the said who shall have full power to settle all incidental questions arising thereon and whose decision on all points shall be final and for the purpose of enabling the said to give a certificate and to determine the matters hereby referred to him the vendors shall produce to him all their books vouchers and other documents and give him all other information which he may require and if the accounts and balance sheets of the various vendor firms shall be found to have been taken and made out in the past on different bases he may make any additions and deductions which he in his discretion shall think necessary or proper in order to make the accounts of the various vendor firms conform to one common principle and where in consequence of additions having been made to works during the period over which the average of profits is taken or of any other special circumstances the profits actually earned or made during that period do not in the opinion of the said represent the fair average profits of the works as they stand on the day as from which the sale is to take effect he may make any addition to or deduction from the profits actually earned or made which u Ler the circumstances of the particular case he may think fair and any sum so added or deducted shall be brought into account in determining the average yearly profit for the purposes of this agreement.

14. The vendors shall before the 31st day of March 1900 or within such extended period if any as the committee hereinafter mentioned may think fit to allow give notice in writing to the said whether the vendors elect to sell on a profit basis or on a valuation basis and in default of their doing so they shall be deemed to have elected to sell on a profit basis and the sale shall be made on the basis which the vendors so elect or are to be deemed under this clause to have elected.

15. The purchase price shall be paid or satisfied as follows namely:-one-third of the purchase price exclusive of any amount which under the provision in that behalf herein before contained may be payable for extra plant or extra land or for book debts or stock in trade in excess of the normal amount shall be satisfied in fully paid shares (and or) debenture stock of the association of classes and in proportions corresponding to the classes and proportions of and in which the association's first issue of shares (and or) debenture stock shall be made and the remaining two-thirds thereof and the whole amount (if any) which under the provision aforesaid may be payable for extra plant or extra land or for book debts or stock in trade in excess of the normal amount shall be paid in cash subject nevertheless to the provisions hereinafter contained with regard thereto.

16. The name and capitalisation of the association and the form of its memorandum and articles of association and the classes into which its share capital (and or) debenture stock shall be divided and the rate of interest to be allowed on and other terms and conditions of or affecting any such debenture stock and the amount of the association's first issue of share capital (and or) debenture stock shall be determined by the committee hereinafter mentioned.

17. The committee herein before referred to (which is hereinafter referred to as "the committee") shall be formed and constituted as follows namely:

(a) The first members of the committee shall be:

(b) The committee shall have power from time to time to add to their number as they shall think fit and to fill up any vacancies which may occur in their body but the members for the time being may continue to act notwithstanding any vacancy in their body.

(c) No member of the committee shall be entitled to retire without the consent of a majority of the committee but shall be entitled to retire with such consent.

(d) The provisions contained in Table A in the first schedule to the companies act 1862 with regard to proceedings of directors shall apply mutatis mutandis to proceedings of the committee.

18. If any of the association's first issue of shares (and or) debenture stock which may be offered for public subscription shall not be fully subscribed for by the public on the terms of the prospectus by which the same shall be offered then the vendors shall be bound if required to accept an allotment on the terms as to price and otherwise mentioned in such prospectus of further shares (and or) debenture stock of the association of any class so offered to an amount not exceeding in the aggregate the amount of the cash payable to them hereunder otherwise than for interest but as between them and other vendors similarly bound all additional shares (and or) debenture stock required to be taken by virtue of the contracts contained in this and other similar clauses shall be distributed as nearly as may be rateably between such vendors in proportion to the amounts of their respective purchase moneys Provided that no vendor under this or any other contract who has taken up shares (and or) debenture stock in excess of the shares (and or) debenture stock which apart from this clause and other similar clauses inserted in other contracts he is bound to accept in payment of purchase money shall be bound under this clause or under any such other similar clause as aforesaid to accept an allotment of any further shares (and or) debenture stock without bringing the additional shares (and or) debenture stock so taken up by him into account and receiving credit therefor in the same manner as if they had been part of the shares (and or) debenture stock which vendors may be required to take under this clause and the other similar clauses aforesaid and had been taken thereunder by the particular vendor in question. For the purposes of this clause shares (and or) debenture stock taken up by shareholders debenture holders or debenture stockholders of any vendor company shall be treated as taken by such vendor company And any question which may arise as to such apportionment shall be decided conclusively by the said who shall have full

power to deal as he thinks fit with any difficulties and to make an estimate of any purchase money which may not have been finally ascertained and make the apportionment on the basis of the estimate. The association may authorize any person to sign and send in to the association in the name and on behalf of the vendors an application or applications on the form or forms referred to in the said prospectus for any shares (and or) debenture stock which the vendors are by the terms of this clause required to accept an allotment of and may allot the shares (and or) debenture stock to the vendors on such application or applications and the association may also authorise any bank or other person or corporation to pay on behalf of the vendors any moneys payable on application or subsequently according to the terms of the said prospectus in respect of any shares (and or) debenture stock applied for by or on behalf of the vendors under this clause and may in that case arrange that the moneys so paid together with interest thereon at a rate to be agreed between the association and the lender shall be repaid to the bank or other person or corporation advancing the same out of the purchase consideration payable to the vendors hereunder and shall in the meantime be charged upon any shares (and or) debenture stock applied for and allotted under this clause and that until such repayment the scrip for such shares (and or) debenture stock shall be retained by the bank or other person or corporation so advancing the money.

19. If when the prospectus of the association is issued it shall be found that the amount of the purchase consideration which but for this clause and other similar clauses inserted in other contracts would be payable to the different vendors in fully paid shares (and or) debenture stock of any class thereby offered for subscription is more than one-third of the association's first issue of such shares (and or) debenture