GAS COMPANY.

Dominion, Volume 1, Issue 281, 20 August 1908, Page 4

GAS COMPANY.

MEETING OF SHAREHOLDERS,

FRESH CAPITAL tO BE RAISED; " FUTURE POLICY. ' A s^ml-ineetirig'of'the shareholders of the Wellington Gas Company was.held in-'the Chamber;%f Comimercp' j^estdrday'-to, consider matters relevant to the calling up of fresh capital. Mr. P, J. Chairman of the Company, presided, an'd?'explain6'd' that""it' was proposed to increase the capital-of--!the; Company under the provisions of. certain modifications in the a'rticles iof association/ which he asked them to approve. At the beginning-of 1907, draft articles .of ..association were submitted to the shareholders, and at the annual meeting, Messrs, Bucholz, iEmbling, and Knight were appointed a committee to confer with' r tli6- directors. For .various reasons tho Committeo did not meet (last year ( but on tho appointment of the general jnanager (Mr.» Wm.' Ferguson), it was deemed necessary to "'deal with the 'matter. ■Mr. Ferguson went intp; the question-.of tlie form of the proposed articles with the Com- . pany's'^icftp'rs - , the Joint Committee 'doqlt .with tKFsame;'|ahcl,'" fiaving' Modified- them,,. now recommended them to tho. shareholders for adoption. He accordingly moved: —

"That heiv.,regulatjohs of articles of association already approved by this meeting (and for the purposo of identification subscribed by the "chairman) be and tho same are herebyr'approved, and that-vsuch regulations be and they are hereby adapted as the regulations or articles of association of the Company to the^"exclusion of all the existing regulations or articles of association thereof." . • '

If this resolution were passed (said the Chairman) they could then proceed to deal .with the proposals referring to the raising jaf fresh capital. * Mr. H, | Green (Auckland) said that the %i6w articles oqntained - inatterconcerning which thero might be differences of opinion. He would prefer to first deal'with clause 1 of the.projiMals submitted, for the raising- of additkMl-capital.'• He'was of opi'niori that the should be issued under the provisions' of-thfr-old articles-of asscciation. 3uch.''^;:eoQrse/was.. possible. l It was, ho thought,.-'inadvisable' that new. preference shares should be issued. which would take priority of ordinary shares. He moved: —

"That i consideration^of the proposed new articles .. be postponed. <until raster; / falsing the-first, of ibho 'series'"' of"Tesolu-' 4 ' out in the notice." The Chairman remarked that if the suggestions were adopted, it would not get over the objection which, it appeared to him, eeemed-to present itself to the-mover. Mr. Beauchamp rose to a point of order. Mr. Green!s-mbtion,--he said, had-not been seconded, and <should:,therefore not, be;.,discussed. _' I .thal/.;,.the; r .,Cp.rn-; -ask(S.-»to--fra-me the mist modern articles of association pos--mothiiig; behind the articles,-, jas mfght'%a',,'infei'red' from'jVlrii Greon's -ob-' ; jections.'" ' .. --' r -• ./ .ADOPTE^,;;' 5 ;, for.-want of;, at eeconder,and; '>■ the Chairman!? -mptibn • havv: jng been'-adflptetl', the-meeting -then 'considered thb' following .-proposals/- moved hy the'' Chairmarf/" ail'd" seconded by; J Mr':'' H'. f ' Beaia- 1 champ . 1. That-the '?;ih'^..Qoi9nany^.be increased', to" the arpount jbf; £400,000 by'the. creation,!,of,, additional capital Sn;"tte'.;amqyiito'f. "'£2oojooo,-.. Int'o "twenty' 'thousahd... shafes '•fVfe-'WSfe 5 • -". ./iw'w 2. ToatJ-.&XA the.-said': capital be offered in the first instance' to the at a premium, >aiid-that . shall «bo=; eaphrftenibeir-specifymg;Uhe< • jnumber: of' 'shares 'to. which! each' 'nipttij." ;within which the'offer; if "riot accepted,;? ■ -by signing . an- 'application; • -(and liay-; .i.ng;£he;:deppsit-andi ptoportion.of .pre*-', ' inium payable on application) will be deemed to bo ' declined; '" That each r shall .bb' ; yevet^---;'him-^<^purehasSi -pne';sEarie : : Rt;:"a; prdmijim' of fb'rf fcvery vt'wq 'shares cheld j ; member-:- 7 , in ~excess.: , ; iiiultiplbVof,Hhreb;', i to-.'' purchase., one isji'are '^t' a'premiuin. of £6 .per-share, an'd"fo'r any held'by any : member in. exe'sss:of any-multiple of three : to' piirbhas'e ione'' sharp- at- a pre- '.. &«im;.of £7;. per -s^are.. j'.i ; : ;f-That members-shall be permitted to. tender- for any-.shares"n'ot applied for , and for any''otheOurpJ.us ~ at: " fi'i ; , premium ;<ofj. not \lesji thgp share,V aria .that siich' - share's'sßailiSe' allotted to the highest ;tendurer. That in the evqnt^f; : of tho six ..itoiisiuidjlihares'inot- Applied, ' for by the imembers,';.the directors-arei empoSc^M;to'dispdse;'bfr;the 'sam& iinj

suchf jjianner a? -they;-'may. consider i expeaibnt, jn ;the interest of- tho;,Coiriv'\ pany':'•••• ' ' ' 'i 8. That a deposit of ss. per share;with -25.-- -i 6d. of tne' pre'mium payable "on ,each • : , share:,be'-paid.on- application, and', a - ; further, sum'of'ss! per'share, with 2s. 6d. -of the premium"payabloii'pori-eaclr - share, shall:.be'..paid, on-allotment > inthe "case - of: shares.' offered -at- a pre-:. miUn'i-of £o;;butjin,tho , 'case of shares, fiffe're'd';and talren up.vat a higher ratoi of premium than £5, the amount of the premium-, per. share to be paid on .; allotment shall be such a sum as shall leave the.balanco of premium then , remaining-.unpaid at £4 los. : per. share.- ' That'the balance of the money payabl6~in*Tespect'of the-shares ana of. jthH""''unpaid premiums shall" be paid at such time and-in-such'-manner as tho--directors may determine, provided that thoV.amo.uii.t' df, in respectivofeanlj 'ihare.{wioiiv&'fiy jj call bef]ig;mpde sball>;b» etfuaf-.t-'oJialfi ■ of tho amount of the'call upon such share, and-, call;- sbaty 10s. _ per .shar'ej'o'r 'jleifmade.'-payablo within two months, .after....tho,l?st preceding call ,was .pajable.'f r,; ' vi; ( '4. If any sum payable in-respect of'iiny call or instalment :of premium be-not paid on or before .-tho day appointed for tho payment-'thereof, the-'holdor for tho time' being of the 'shafo -in respect of wliiclijilio .call ..is.'mafeor the instalment ?is.--due shall 1 terest forjth'e same at tho rate s of- ES per centiinti-pef- aftirain-.: orVfittfcli'ilcss rato as tlrff."dh'ectorS;;-Vtaa>:detorrhiiio from. thoiffav. appointed; raent theri6f. ; tQ : the..time of 'the fititual payment;,- r r*j, - 6. That all shares'to be,'issued .shall, Yank for .ill,':' .other respects, according to"th<s 'amourit'afctually ririid up thereoftr'fint-jl"such" shares an'tr-'all premiums -thereoic-are-fully-paid, and thereafter'-ftilljin <all;; respects bo subject to thoyv £jme. , :Cpr'6%isiohs as tho ordinary capital of the .j/jj 6. That interest fon-the cjist of the new , works rof-''construc-tion may, if thcfctiVebfors :deerri>-f\t,rb©-" charged, to • -account. POLICY/.OF COMPANY. The Chairman, after 'traversing tho history of the negotiations which- had taken;;,place Tbetween the Company and'!tlie with reference to tho municjjjjilijSjltiicfiv"of tho gasworks (reported tho financial and industriaT*p(Slicy'"of tho Company with.;regard-.;t6il.ttß'peitcnsion~.ofv,its,. enterprise.-••■'As poiuted' r ;6.Ut''a;t the nual meeting <of-, thc.'-Company,;:the ■ directors > had beqn 1 delayed / in, the Conlpany's noiv'- works both by' tho diffi-;' culty ivflich they, had ; in ...finding.a .'fneft); site — ;the..act|uifeitibn'-''of ' : 'anj area close to-tho Miramar. bytheir deelte (slri/Birtei{>; should bb -plaiiod in .'personal';tpueh '~ with' their es to tho now "plant, so that it might be

:Sf " ( the. mdst riioddrh ,character. They anticipated new works wero.in.operation,tho.£!ompany and tho pub-■i.io::;mdd.'.;b:ensfifcfrm;its,"«P;to-t'|!lto design. Inrord,er^to_--enable^the-' oxisting works to coritinuo" supplying llib increasing demand for, ga.s I ,utho. directors:-obtain,ed > additional ftpjiliancfcg'fory; two 'at'.',tlie' 'work's at" Tory Streot; theso would bo available oventually at tho new works. They wore also erecting li' gasholder,'- to ' contain 0110 and a half million cubic feet, ot gas, on the MirYmar about to lay a : special main to i connect. the ndiv ••lioldor to tho present re.ticulation system and the town works. 'TlVoSe^\vbrl{;s; v^piild.,'.oiiablo- tho' Company -to respond■ lb' tiib' d6mah'd I for_ gas, until tho new.',' works .were built, provided thoso were prbceo'ded'witli'at - once." It had, howovcr; •bep.n":fpuiid:.nccessary to reduce the canvass for new connections, so that it was-likoly that!.the Tate' of increase for. the noxt couple of years Would not ; be 'so great as it, has been in the past. It was also probable .that,, owing ,to the increased cost of coal and labour^- until the economios to be gained from- th/s; ;ne£'';. works! were obtained,.. tho balancb''sheet Would iiot, v for the next coupla of years, ]ook so well as it has dono in tho past J but tho~flirectorV!woro confident that tho dividond could be maintained upon the existm^,and iie ; w capital, provided the in : terest cost of Construction of tho new ivdrk's were charged against capital until tho works wero, put. into pperation. The payment of 'interest 'opt" of capital during the period of construction/was a course that was adopted-: in - many, now undertakings, and fipproved by the British Parliament. It 'appeared to be legitimate. ■ .The amounts on ;- tho : -'lhst' l ; -balance-sheets, of £60,000^'-under .th'e headings of reserve fund ■and works" extension reserve, did not exist •in*'aj cask,, jiorm,: Jfie;, sums having been-ex-pended upQn; u .ma.in'§,.:,qj]'(l other - extensions, and,' being,;-; invested .in .the. undertaking, aided m the earning powors. Such expenditure I obviated cthci-nocessity of raising fresh capital for -S\lfcli" pittpdtes: "i vii WHARF ACCOMMODATION.

; The directors woiild-havo-proferred to -haveconcluded. ('arrangements with the Harbour Board for better wharfage accommodation at Miramar prior to starting tho jvorks, but so far they' had been ;unable -to obtain any satisfaction.' ■'However,•'tho'"existing -wharf lyould enable.-snfficient-'.coal to bo landed-for the first instalment of "tho works, and the directors; liad ,no, fear v that the Harbour Board Voula provide,''iff 1 a liberal mariner, for the requirements''of? ,-the trade of the Strict as, stfoi'-'iss" it-" could' be shown"'to exist;

•:V - THE SHARES. : The Board felt'.'thaii'jt: was' now desirable, that the amount of £5 remaining uncalled' on 10,000V'shares~ should .'be gradually called up, so that all .tho existing sharos might be placed on an equality. It was intended to •call at half t.he rpte of tho calls on the now share issue, sip that-tho- shares/ and the present shares, might C fle..a.ll fully paid at the samo time.,. At, the £10 shares wero qudted in thcf riiWktft from £19 10s. tii £20. Although the'directors' wero of opinion that : the sharos wero worth very considerably more than this sum, thoy recognised that, as many ( shares woregjieldjiiir trust- estates and in the hands of might have to -realise on part in ol'derto pay up tho pro'p&odj calls, it'iwaSi possible that there might .fekhjres placed'on,Upmarket with a probable temporary' fall "in tho broker's price. 'Mey.jhad considered that such a fall-wis £18, per i£lo- share, which; ujottlcT be/?6r'v,rauck~<bblow the true value of' .thp'''shares,.. put' ifor:Jthd-;sako of the' issiie' ;of,i,.the , an equitable - bonus , f't'o.j.all the shareholders, had ,assuiricd ; thV-niiiiiriium-marketi-vnlue at £18,' and by ' ■issuing ptf6/' 4 ;Sliaro"'fot' 'every three Share's iheldjat siicli issue;. W9^uirak^£;tO;«i° : the .shareholders of, share's' hold,; or'-.of-£l per share. They "therefore, in. the resolutions jsubnuttedj.vrcpomjjieiidcd . that whqro shares .were/held 11Vmultiples of.three, onb. 'iriew'. r ihare-:,fcv.issu6dV.at a ; premium • of: £5, the number of shares divided by three; p.; bal49/;^:,flf'. l jiive;jsj''jjjUQ l j share, that a; 'shivrpi fihbul&rfteV.'issued'riii' rcspect 'to each.. Jwor'oK»-'6ri6i-'sh&reif -at 'a' premiurii of' XG'h'ild of £7 respectivolvj-thus giving' an ■ ecjtial! boiui9 ,! upon 'the arbitrarily estimated' niihimuni . valuo;'of; £18; lit was. pos-.. :sst o<i'iriii"to' ,r sliares ibeing. held - in , .'trji^t'or by porsons absont from .tho Domin--ipri,-"all tho now shares.-might not,bp. taken iiife/by the shareholders." Tho directors proposed', to give to shatohbldqrs ; tho right to tender for any unallotted shares,, which method |#p^^ablo» ; shareholders who •t6. : :iiicrea ( so!-,their ; holdings • same, .time, give to the .Company 'tuofialdyajitage'^df-' 1 'a' competitive prico between' -jbtib" shareholders for tho unabsorbed • rioW--s]iares....-The,..praposals of the directors •ffere,"to call amounts of 10s. per share (with 's^';''^romium); : :.at.-intervals pf not less than* two ; months, , whiph \foiijd' spread' the- payments over a-.period exceeding three -yearS;J as it might suit certain shareholders to make earlier- payments, the directors proposed to allow interest at tho rate of 5} per cent., per annum on all deposits made in anticipation of calls. The.apiounts received.as premium! would b<*'^l'afced!to 4 works extension rescrvo account; arid" expended on'new works. Tho' proposals were,'Mvith slight amendments', then put and-carried. They, .appchr above! in their amended form.

'Directors' Complimented. i,'. Mr.l.Greou-/AucMand). said that, it. gave ; : ljim coiisiderftblo pleasure to .express his satisfaction',witli"'Hio business-liko conduct •of the Company's enterprise, and the manner iu which: the,, interests of the shareholders had been cSiiseivcd. '.. Mr, ! -MilnO' "also "Spoko in complimentary •terms; qf,\thj3.'maujigoment.;, ; ; ; i-.The in reply," said that the directors arid'staff, had experienced a somewhat' trying period, and the business of the Company ; had fully occupied their time. The resolutions. they./.had . passed would require tp'bofconfirincd..at a meeting of shareholders •iWuch would be "convened for Septembor 9.