AMALGAMATION OF CHAIN STOKES

Press, Volume LXXIII, Issue 22194, 10 September 1937, Page 15

AMALGAMATION OF CHAIN STOKES

PROPOSALS OF DIRECTORS OF MACDUFFS, LTD. ASSOCIATION PLANNED WITH SHILLINGS, LTD. [THE PRESS Special Service.] WELLINGTON, September 9. The directors of Macduffs, Ltd., in their second annual report, covering the 12 months ended June 30, 1937, state that, the net profit, after deducting all working expenses and depreciation, cutting down preliminary expenses, and brokerage, and providing for directors’ fees, amounts to £13,770 15s 4:1. Provision for income tax absorbs £4BOO, leaving a balance of £8976 15s 4d. to which is added a balance of £154 13a lOd brought fori ward from the previous year, making ' the total £9131 9s 2d. Interim dividends, paid on January 15, absorbed £2850 6s 5d <3 per cent, on preference shares, £ISOO, and 41 per cent on ordinary shares, £1350 6s sd), leaving a balance of £6281 2s 9d available for appropriation. At the annual mccfng on September 17 the directors recommend the payment of the following final dividends: Three per cent, on preference shares (making 6 per cent, for the year), £1500; and 13 per cent, on ordinary shares (making 171 per cent, for the year), £3900 18s 2d. Dividends will thus absorb £5400 -18s 2d, leaving a balance of £BBO 4s 7d to be carried forward. An extraordinary general meeting of Macduffs, Ltd,, will be held on September 18 or the purpose of obtaining shareholders’ ratification of the directors’ proposals for the amalgamation of the company with Shillings, Ltd. In a circular to shareholders the directors af Macduffs, Ltd., have set out the basis of amalgamation as follows: —a new company to be called Macduffs. Ltd., to be formed, having a capital of £500,000, divided into 350,000 ordinary shares and 150,000 6 per cent, cumulative preference shares. The directors t- the new company will be composed of members of the present boards of Shillings, Ltd., and Macduffs, Ltd. Shillings, Ltd., will sell the whole of its undertaking and assets to the new company for £137,500 to be satisfied bj the allotment of 137,500 fully paid up ordinary shares in the new company. As a furthei consideration the now company will take over liability for all the liabilities of Shillings. Ltd. Macduffs, Ltd., will sell the whole of its assets and undertakings to the new company for the sum of £ 152,500, to be satisfied by £30,000 cash and 72,500 fully paid up ordinary shares and 50,000 fully paid up preference shares. The new company as part of the consideration will take over the whole of the liabilities of Macduffs, Ltd. The new company will immediately made a further issue of 100.000 of its 6 per cent, cumulative preference shares and 40,000 of its ordinary shares to the public, making a then paid-up capital of £400,000. Macduffs, Ltd. will receive from amalgamation £30,000 in cash, 72,500 fully paid-up ordinary shares in the new company, and 50.000 fully paid-up preference shares in the new company. The ordinary shareholders of Macduffs, Ltd., Messrs W. T. Richards, L. O. Boyd, and N. B. Boyd, have arranged that when the amalgamation is completed preference shareholders will receive, in addition to an equivalent number of preference shares in Hr new company for the number of preierence shares held, a bonus of two fully paid-up ordinary shares in the new company for every five preference shares at present held in Macduffs, Ltd.