Bycrofts To Merge With Aulsebrooks

Press, Volume C, Issue 29436, 11 February 1961, Page 4

Bycrofts To Merge With Aulsebrooks

Two biscuit and confectionery manufacturers, Aulsebrook and Company, Ltd., of Christchurch, and Bycroft, Ltd., of Auckland, propose to amalgamate their interests. Shareholders in both companies are being told that the proposal is for the formation of a holding company to acquire all the ordinary and preference capital in Aulse brooks and all the ordinary capital in Bycrofts. News of the proposed merger has been sent to Aulsebrooks’ shareholders in a circular. Aulsebrooks directors state they have held talks with Bycroft’s directors with the object of recommending amalgamation.

They feel that the unification of management, policy

and Technical resources resulting from such an amalgamatioin will give greatly added strength to both concerns. “A common ground has now been reached,” they add. Both companies will continue to produce and market their existing brands under their own names from manufacturing units at Auckland and Christchurch. Shareholders in the two companies will be issued with fully-paid shares in the holding company in exchange for their present shares. Thoroughly Analysed The circular states that the accounts of both companies have been thoroughly analysed in order to arrive at a basis for a fair and equitable distribution of the holding company’s ordinary share capital between the shareholders of Aulsebrook and Company. Ltd., and the ordinary shareholders of Bycroft, Ltd. “Both companies have substanticl undisclosed reserves in the values of their land, buildings and other fixed assets and it is considered that having regard also to earning capacity, the proposals agreed upon by the respective boards represent a proper settlement of the interests of both groups of shareholders.” These terms are:

On or shortly before the completion of the amalgamation the directors of Bycroft, Ltd., will recommend the declaration of a special distribution to their shareholders of Ws a involving a total sum of £150,000. As the amalgamation will take some little time to complete it is intended that before completion Aulsebrook and Company will pay to shareholders the final ordinary and preference dividends for the year ended March 31, 1961, and Bycroft. Ltd., will do likewise. Dividends In the case of Aulsebrooks the final dividend on ordinary shares will be at the rate of 3) per cent., making a total of per cent, for the year and on preference shares 2j per cent., making a total of 5 per cent, for the year. In the case of Bycroft, Ltd., the final dividend will be at the rate of 4 per cent., making a total of 8 per cent, for the year. The amalgamation will therefore come into operation as from April 1, 1961. The total capital of the holding * company will be £2,200,000 divided into 8.000.000 5s ordinary shares and 200,000 redeemable 54 per cent, cumulative preference shares of £1 each. The ordinary shareholders of Aulsebrook and Company will receive 4,000.000 fully paid ordinary shares of 5s each for the 500,000 fully paid ordinary shares of £1 each that they now hold in Aulsebrook and Company, Ltd.

The shareholders of Bycroft. Ltd., will receive 2.000.000 fully paid ordinary shares of 5s each for the 200,000 fully paid shares of £1 each that they now hold in Bycroft, The remainder of the ordinary share capital, 2,000,000 shares of 5s each, will remain unissued for the time being. Preference Shareholders

The preference shareholders in Aulsebrook and Company will receive 200,000 fully paid redeemable 5J per cent, cumulative preference shares for the 200.000 fully paid 5 per cent, cumulative preference shares of £1 each that they now hold. The circular states that the directors of Aulsebrook and Company, and Bycroft will support the proposal with their own holdings and unanimously recommend all shareholders of their respective companies to approve the proposals. To enable the amalgamation to be completed it is necessary to obtain the approval of the holders of not less than ninetenths of the ordinary shares in both companies and of not less than nine-tenths of the holders of the preference shares in Aulsebrook and Company, or such lesser percentage of each class as the directors of both companies may jointly agree. The resolutions will be put to Aulsebrook’s shareholders at a meeting on February 24. C. L. STURGE AND CO. Q L. STURGE Member of the Christchurch Stock Exchange. STOCK and SHAREBROKERS. 176 Hereford street, Christchurch. Cable and Telegrams: “Sturco." P.O. Box 85. Telephone 65-746 —Advt