Page 5 Advertisements Column 4

Dominion, Volume 6, Issue 1620, 11 December 1912, Page 5

. I ... It should be noted that the Vendors, to show thoir confidence in the proposition, are asking no cash from the Com-.; pany. For 60,000 fully paid up shares they'bind' themselves' to pass over to the Company the freehold titles to the cementproperties herein mentioned and such other rights as they, possess. \ ■ The shares subscribed for in the Memorandum of Associa-. tion are all contributing shares.Eacli gf the signatories to the Memorandum of Association may, prior to allotment, increase the number of shares subscribed for in the Memorandum. - , No application for less than 10 shares will he accepted. ?. Tho preliminary expenses of and incidental to the forma-' tion and ,establishment of the Company and- until - the Company shall ■be entitled to commence business (exclusive of brokerage at 5 per cent, on subscriptions procured) are' esti-' mated to amount t0.,£1200, and will be borne by the Company. . No payment will'be made by .the Company either, in cashor in shares to any promoter of the Company.excepting the, 60,000 fully paid up shares to be allotted to the Vendors in; satisfaction of the purchase money for the Tikorangi and Te: Mata Point properties, •-/ . No consideration of any "kind has been given or promised or will be given or promised by tho promoters to any person to induce him to become a Shareholder or Director.' .' Tho contract securing tho Tikorangi' property to tho Company is dated the second day of November 1912, and is oxpressed to be made between Joseph Herbert Phillips, of v Otaika, farmer; Harriet Sarah Phillips, his wife; Mary Ann Smeaton, of Otaika, widow; and Robert Thompson, of Whangarei,. gentleman, of the first part; Dane Manson Greer,, of Whangaroi, chemist; of the second part; Edmund Campbell Purdie, of Whangarei, as agent for the Tikorangi Syndicate, of the third part; and Ernest William Hunt, of Wellington, accounj tant, as Trustee 'for. tho Company, of'the fourth part. ;The contract for the sale of the Te Mata Point property to the Company is dated the twenty-eighth day of October, 1912, and is expressed to be mado between Herbert Elvin Hewlett, of Mangapai, fanner, of tho first.part, the said Dane Manson Greer, of the second part; the said Edmund Campbell Purdie, as agent for the Tikorangi Syndicate, of the third part; and the said Ernest William Hunt, as Trustee for the Cqmpany, of the,fourth part. The nominal price to be paid by the Company for both the said properties is .-£60,000, but the Vendors (the Tikorangi Syndicate) have agreed to accept 60,000 fully paid up shares of £1 each in the capital of the Company in satisfaction of tho purchase money. These are the only shares to bo issued by the Company as fully paid up for a consideration other than cash. The names and addresses of the Vendors (Tho Tikorangi Syndicate) are as follows-.—Robert. Heaton Rhodes, of Christchurch, Esquire; Vernon Reed, of Bay of Islands, Solicitor; Heathcoto Beeth'am Williams, of Gisborne, Sheepfarmer; Thomas Henry Lowry, of Hawkes Bay, Sheepfarmer; Algar Williams, of Wellington, Commission Agent; Dane Manson Greer, of Whangarei, Chemist (at present absent from New Zealand); Samuel Irwin Crookes, of Auckland, Engineer; Charles Frederick Gardner, of Auckland, Brick Manufacturer; and Edmund Campbell Purdie, of AVhangarei, Estate Agent. ■ These Vendors have a, binding option of purchase in respect, of the Tikorangi property from Joseph Herbert Phillips, of ( Otaika, farmer; and Harriet Sarah Phillips, his 'wife; Mary .Ann Smeaton, of Otaika, widow, and Robert Thompson, of Whangarei, gentleman, as apepars -by tho contracts set out in tho 'schedule! hereunder. The purchase price under such option for' the Tikorangi estate is ,£l2 per acre, which will bo paid by the Tikorangi Syndicate to the owners of the said property in cash at the times stated in the Agreement first above referred to. The Tikorangi Syndicate have also a contract for the sale and purchase of the Te Mata Point property from ' Herbert Elvin Hewlett, of Mangapai, farmer. The purchase price under such contract is of which the- sum of .£SO has already been paid |o the said Herbert Elvin Hewlett, and the balance of the said 1 purchase money will bo paid, by the Tikorangi Syndicate to tho said Herbert Elvin Hewlett in cash at tho time stated in the contract above referred to. On the adoption of tho Company of the above contracts tho members' of . the Tikorangi.Syndicate will receive 60,000 shares of the nominal value of dCI -each in the capital of tho Company issued as fully paid .up, and will be bound to procure tho conveyacuc or transfer of the said properties to the Company free from encumbrances. The members of the Tikorangi Syndicate are promoters of the Company, and are subscribing for contributing shares amounting in the aggregate to ,£6,000. From the fact tnat they are- not only receiving from the Company no cash for the properties,, but are - subscribing towards the Company's working capital the sum'of'.£6,ooo in cash,: it will-be seen that they have the fullest confidence in the commercial success of the Company;-moreover, tho Vendors' shares have no preferential rights attached thereto cither in respect of dividend or capital. Tho amount payable by tho Company for commission to brokers on all shares of which. they procure tho subscription is at tho rate of .£» per centum on the capital. Mr. Robert, Heaton Rhodes and Mr. Heathcote Beetham Williams are interested, in the promotion of, and in. the.property to be acquired by tho Company to the extent only of their interests as -Vendors under the contracts, particulars of which are herein given. "' Tho following are the clauses in the Company's Articles of Association fixing the number of 6liarc-s required for a Director's- qualification and as to the remuneration of Directors:— '■'•',.■-.■■•■'■- "93. The qualification of a .Director shall be the holding of shares (or stock) of the Company of the nominal amount of £1,000. A first Director may act before acquiring his qualification,, hut shall in any caso acquire the fame within two months from his appointment, and- unless he shall, do so he shall be deemed to hove, agreed to take the said shares (or stock) from the Company, and the same shall he allotted to him accordingly. ' "91. The future remuneration of the Diro;tors, and their remuneration for services performed previously to tho first general meeting, shall be' determined by tho Company in general meeting, and shall be divided among them in such proportion and in such manlier as tho Directors nhall determine, or in default of determination equally. A resolution of tho majority of the Directors to forego or postpone the. receipt of the whole or any 'part of their remuneration shall bind all the Directors, and their remuneration shall be abated or postponed accordingly. Thei.Dircctors shall be entitled to be paid by the Company their actual travelling expenses incurred on tho Company's business..' All reports referred, to in this prospectus; copies; of the Memorandum and Articles of Association .of the Company, and of the contracts herein referred to and of all other material contracts (particulars of which are given in the following .schedule) can be inspected'at the'office-of-Messrs. Williams, Hunt and Co., Accountants,'. Wellington, during business, hours (excepting the original : of the contract with the Whangarei Borough Council, which may ba inspected at the offices of Messrs. Steadman and Rishworth, Solicitors, Whangarei). SCHEDULE OF CONTRACTS. 24th August, 1910—Harriot Sarah Phillips, Joseph Herbert Phillips and Dane Manson Greer; option of purchase of Tikorangi property., 2-lth February, 1912—Mary Ann ' Smeaton, Robert Thompson, Joseph Herbert Phillips, Harriot Sarah Phillips, and Dane Manson Greer; extension of above option. 23rd August, 1912—Mary Ann Smeaton, Herbert .'Thompson, Joseph Herbert. Phillips, Harriet Sarah Phillips, and Dane Manson Greer; extension or above option. 2nd November, 1912—Joseph , Herbert Phillips, Harriet Sarah Phillips, Mary Ann Sr.ieatou, and Robert Thompson, of the first part; Dane Manson Greer, of the: second-part: Edmund Campbell Purdie.-of the third part; and Ernest William Hunt, of thefourtli part; contract giving the. Ccnipany tho benefit of the above option, and for-eouvcyanco of Tikorangi property on payment- of, purchaserni'oncy by the Syndicate. 2nd November, 1910—Herbert Elvin Hewlett and Dane Manson Greer: option of .purchase of To Mata' Point pro-, pcrty. Ist May, 1911—Herbert, ElviiV Hewlett and' Dane Malison'Greer; extension of abovo.option.' 2nd November, 1911— Herbert '" Elvin Hewlett and Dane Manson Gre»n;; extension of abovo option.. 2Sth Octoba-, 1912—". Herbert Elvin Hewlett, of the first part; Dane Manson,Greer, of the second part; Edmund Campbell Purdie, of the third, part; and Ernest William Hunt, of the fourth part; contract', for the sale and purchase of Te Jlata Point property, and for conveyance to the Company. 9th July, 1912—The Mayor, Conn-1 cillors, and Burgesses of the Borough of Whangarei, and the Dominion Portland Cement Company of New Zealand, Limited (executed under the Seal of the Corporation); contract for the supply of electric energy. 2nd November. 1912—Ernest William' Hunt, as Agent for the' Company, and William James Wilson;: contract of engagement as Works' Manager for five years. Applications for shares should to made on the form accom-., panying this prospectus, and may bo lodged with any branch or office of tho Bank of New South Wales, or Secretary of tho Company, together with tho amount per shave payable, on application. If no allotment is mado on any application the deposit will be returned in full and if the number of shares allotted on apy application is less than. the.numberapplied for the balance of application money will be applied in reduction of the allottee's future liability ou the shares allotted. • . As tho minimum subscription must bo-allotted withj-i ninety days after the first issuo of this prospectus the subscription list will close on or before the fourteenth day of December next. This prospectus has been duly filed with the Registrar of Companies. SIDNEY J. NATHAN R, HEATON RHODES CLAUDE SLACK H. B, WILLIAMS NATHANIEL WILSON Pate 4 thiseew&tli dajof Novjegber,• Wl2,■ •-