Page 10 Advertisements Column 4

Dominion, Volume 13, Issue 268, 6 August 1920, Page 10

FINANCIAL. PROBPECTUB (ABRIDGED) IMHTING subscriptions for preference shakes. NEWTON KING, LIMITED. (Incorporated under (110 Companies Act, 1005.) OPtf of 125,000 Preference Shares of £1 each (bearing a fixed cumulative Preferential Dividend of £6 10s. p>r lentum pfr (iiuiuro, froe of all Income Tax payable by the Company), CAPITAL ■ ■ £500,000. OivftS a int. 2b0,000 Ordinary Shares of £1 each, and 250,000 Preference Shares of £,1 each. Of these Shares 130,000 Ordina y and 50,000' Preference will be allotted lo the Vendor as hereinafter more particularly mentioned credited as full) paid up in part consideration lor the sale of the business and 'properties acquired by. the Company. THE PRESENT OFFER TO THE PUBLIC is an offer of 125,000 PREFERENCE SHARES in. the Company payable as follows:— 2s, 6d. per Share on Application, 2s. 6d. per Share on Allotment. And the balanco in calls not; exceeding ss. per Share at intervals of not less than one month^' Directors. ' NEWTON" KING, of Now Plymouth, Merchant. - STANLEY WAKEFIEJJ) SHAW, «! New Plymouth; Merchant. FRED.'WATSON. of New Plymouth, Shipping Manager. WILLIAM HEALY. of New Plymouth, Merchant. ELIOT MILLAR KTN'G. nf New Plymouth, Business Manager. • JAMES HENRY ASKTON, of Stratford, Motor Superintendent;, who will hold office until the Ordinary General Meeting of tho Company in this year 1822. lUKO'LD E. Ali'liAHAM, of Stratford, iSusinew Malinger, who .is temporarily absent from the Dominion, will join 'ho Board upon his return. Bankers: THE BANK OP NEW ZEALAND. Brokers: \ ' PRATER MRUS.. Queen Street. Auckland. • ' O. A. BUTTLE AND CO., Victoria Arcade, Auckland, ' • S. GEOIiUE NATHAN AND, 00., Customhouse Quay; Wellington. J. S. S. MEDLEY, Egmont Street, Ncir Plymouth. , Auditors: . WATKINS, HULL, HUNT, AND WHEELER, Public Weltinßton. Solicitors, BELL, GULLY. MYERS. AND O'LEARY, Wellington. GOVETT. QUILLIAM, AND HUTCHEN, New Plymouth. MALONE AND KING, Slnriford. Secretary: ' GEORGE MAYO ICEBBELL, New Plymouth. '' OBJECTS OF THE COMPANY. Tho Company has been (firmed to acquire as a going concern tho business previously carried on in the Taranaki District and olaowhwe by '.Mr Kcwton King. ' . 1 ESTABLISHED BY Ml!. .ICING IN THE YEAR 1870 on a small scale, (ho business hsu» advanced and grown stage by stage until it became one of the largest businesses of i'l? kind in New Zealand, and the only reasons now for the conversion of the business into a publii. company are that Hit business has become too extensive for one person to control, and that Mr. Kin;; desires to perpetuate by a company which bra re his ownname n business which lie personally founded when the Province of Taranaki was in comparative infancy, and which under his management has grown to its present great dimensions. , It is not considered necessary in this Prcspectus to onlcr into tho same ninoim-i; of dela.il as is dont> in the e.'.se of a. new company, because the Directors believe that, the surrounding facts aro sufficient in themselves to constitute convincing arguments to investors:— (1) The name "NEW,TON KING" is a household ward in Taranaki, and the success of the business is known not only in Taranaki, but throughout the Dominion. (2) A very substantial amount of the -purchase money for the Business and its assets is being accepted by Mr, King in Ordinary Shares of the Company, which are postponed both as to dividend and capital to the Preference Shares. • (3) Members of the staff ongaged in the .business, who may perhaps be reg arded as the best judges of the past success 'and future possibilities of the undertaking, upon being given the opportunity of .taking up contributing Ordinary Shares, have intimated their intention to subscribe for no fower than about 30,000 of such shares. (1) The magnitude of the business is shown by the fact that for the fiv« years ended April 30, 1920. there was an average of £2,146,935 per annum passed through the accounts of the Business at the Bank, The businesses curried-on .are'those of stock and sta'iion agent, auctioneer, valuer, general merchant, land agent, commission agent, shipping agent, denier in. inctor-caw, motor-trucks, and accessories', etc. Tho business lias been acquired by 1 lie Company on the basis of Ihe ntoii'k-in-trado and other as?e.-|s and liabilities as they existed on April 30, 1020, but there is excepted from tho sale 0. proportionate part of the current ■year's profits as from May 1, 1920, to t : !io 31st day of July, I'JM), when the, agreement, for sale bet-wee;! Mr. King and the Company wt executed. ■ _ The excess of assets acquired by .tho', Company over liabilities undertaken, according lo a balance-sheet prepared as at April 30, 1920, is .£829,354 9s. 9d., made up as follows:— £ s. d. ' ,9 .6 e. d, Properties, Buildings, and Cattle Yards 73,072 0 0 Stationery and Office Eurniwire •' 4,052 7 7 (These items have Wn valued oy independent valuers at —— 77,124 7 7 .£82.566 7s. 7d.). St'oclc-in-t.rade ; ; "8.713 7 1 Working Plant, Eitlings,. and Motor-Cars used in bu<im>sß 15,702 .6 8 (Three, items have lieen \aliied by Departmental Managors — '-114,475 13 9 who a.rp applying for Ordinary Shares) • Book Debts and Bills,in hand .' 314,TC1 1 3 (Guaranteed by Mr. King ashereinaf'W mentioned) Cash, Stamps, and-Insurances, etc., unexpired 3,641 13 5 Goodwill : 30,000 0 0 1 «• - 599,002 16 0 TJIO tolal liabilities amount to 200,61S 6 3 ' i::i29,i'i4 9 9 In addition to t.he above-mentioned liabilities tho Company fak-M over a contingent linhiliijr on account of bill* under discount, but this is also the subject of a guarantee by Mr, Kin? ,is hereinafter mentioned. I The Company also take* over (subject to the consent of the Drineipa.ls) Btyeral valuable.agencies held by Mr. King, it. will be seen that .tho consideration above-mentioned, includes goodwill VALUED AT ONLY .£30,000. _ » Tho hook and othcT deHs—as well as bills under discount-are guaranteed by Mr. King for (lie period of one year, at the expiration of which period vhc Company ::'s to make its claims in respect of bad and doubtful debts (if any), and tho claims have to :be adjusted by Mr. King, and, in the event c.f dispute, settled by arbitration. The consideration payable by the Company to Mr, King, as abOTe-metiwcnod, namely, .£329,354 • 9s. 9d,', is payable as follows:— ' . . , ~ , . (a) As to .£130.000 by the allotment to Mr, King or his nominees of Ordinary Shares in the capital of the Company credited as fully paid. up. , ■' ~ (b) As 't-0 the sum of hv the allotment to Mr. King or his nominees of 50,000 fully .paid up Preference ShnrcH.in -Iho c-.apital of the Company. 1 i ~ ((•) The balance payable in .cash, with interest at the rate of £fi 10 ! . per cpntum per annum on the portions thereof for ihe time being oindtinding. This rash payment will be paid wholly or partly out of the proceeds of the sale of shares, Whether Preference or, Ordinary, which will lie utilised for the purpose, and in' any case the agreement for sale provides tha* the company Trill reduce the cash consideration to Mr. King by sums of not less.than .£20,000 per annum un'.il tho whole amount is paid off. As. (ilrwvly stated, the sum paid for goodwill is .£30.000. . , jrr, King lias agreed, if so hug required br the Compaiir, to accept and continue to hold for the period of not less than throe years from tho 31 fit day of .Tuly, 1920, the positions of Managing Diren'lor and General Manager of the Company at a salary of only .£I2OO per'annum. Provision to this effect is contained .in the agreement for sale and purchase and in the Articles nf Association. , Shareholders may. if they wish, nay for their shares in full on. allotment, in which case they will ati once Tank for dividend on tli<? full amount. ' The Pieforence Shares will' confer on tho holders the right to a. fixed cumulative preferential diWdend at the rat? of -CG 10s. per centum per annum (free of all income tax nayablo by the company) on like capital for the time being paid up thereon, and will rank both os regards dividend and capital in priority to the Ordinary Share;, but will not confer on the holders nny risrht to further participation in tho profits of t/lie Company or in tho surplus assets on n ■vinding-up. Nor will the Preference Shares confer any voting power except on proposals to increase or reduce'the capital or wind uu the Company, or lo sanction tho 6alo of jilie undertaking of Ihe Companv or on matters directly affect.ing tho privileges of the holders as 11 class or unless the dividend 011 the Preference Shares is in avrear for moro than three calendar months; and where the holders, of Preference Shares are entitl«<l ih vote, each holder v-ill havo one vote for every complete numheT of five_ shares held. The "Minimum Subscription" on'which' tho Directors may nroceed^ to allotment is 50,000 conmlmlintt shares. It is proposed to proceed to allotment! as soon as the minimum subscription has been subscribed, and to make further allotments thereafter as and when the D irectors may think proper. ' GENERAL. The material contact affecting the Company is the contract or agreemont between Mr. Newton King as Vendor and tho Company for the sale and jmrchnso of the business undertaking and assets hereinbefore referred to, • This contract is dated -Ihe 31st. day of July, 1920. - 1 . _ Mr. Newton King is the promoter, of tho Company,^and is interested in the of the Company to the extent of his interests as vendor, and as a shareholder in, and Managing Director of, tho Company. Jvo other perso'js are interested in the promotion of the. Company. •' The preliminary exponses of. and incidental to the formation and establishment of illio Company until the time when the Company became entitled to conimenco busings are estimated at 1 .£IOOO, and will bo borne nv the Company. This amount does not include aid valorem duty on the transfer to the Company of "Jlie lands taken over by tho Company; nor does it include brokerago. None of the shares hereby offered for subscription have been underwritten. The Company will pay a commission at tho rate of 3} per cent.' to tho Brokers on all shares of which they procure tJie subscription. ' ' :' , . , • j Tho following are the clauses in tho Articlos of Association of the Company fixing tho nuiiVbcr of entires required as a Director's qualification, and as to the remuneration, of Directors:— 92. The oualifiention of a Director shall be the holding of ordinary or preference Rharee of the Company of llie nominal value of .£SOO. A first Diiwtor may act before acquiring his qualification, but shall in any wse acquire the same within two month* from his appoint.mont, and unless lie shall do so ho shall be deemed to havo agreed to take ihe said shares from the Company, and the same shall be (illo'jted to him accordingly. 94. Eaoh cf tho Directors- shall bo paid as remuneration for his services a sum calculated at the jute of JUKI per annum, and the Chairman of Directors (if any) shall be paid an nc'iditional sum calculated at the rnic of ,CEO per annum, and the Directors fclmll be paid such further remuneration (if < nyl as the Commnv in_ general meeting shall from time to time determine, and such "further remuneration shn.lt 1-e divided amongst: them in such proportions and manner- as the Directors may determino. The Directom shall, in addition to suclr remuneration aforesaid, Ix; entitled to be paid bv the Company their actual exnenscs incurred on the Company s busine*. including afrendance at meetings of 'Diiectoivi. . No Director who holds ally other office or place of profit -n tlie Companv (and for this purpose the position of Managing Director or Assistant. Managing Director sluill be deemed to »■ another office or place or profit), shall bo enfiriled to be mid the fixed sums mentioned .in the first part; of this clause or any part thereof, but he shall be entitled (if the Directors shall so determine) to share 111 any further remunera-iie-n determined upon or voted by, a general meeting as aforesaid. 1 . 109. The Directors mav from time to time appoint one or more of their body to be a Man,aging Director or Managing Directors cr Assistant-Managing Director or Assistant-Managing ■ Directors of the Company, either for a fixed term or wi'Siout any limitation as to the period for which ho or they is or are lo hold such qtlice. aim may fix his or their remuneration' either bv way of salary or commission, or bv giving a right to partieipat'on 111 tlie profits of the Compnnv, or by a combination of two or moro, of these modivs, hut no Managing Director or iUsiahmt-M.wiging Director 'hall lie enlitloil to any remuneration payable to the Directors under Article !H except as therein provided. And illie Directors may from time to time remove or dismiss any Managing Director or Apsist-ant-Manasing Director and appoint another or others in his or their olace or places. Any Manaumn: Director or Assistnnt-Marasing Director, if -lisinissed or removed by reiolittiion of the Directors, shall have no right or c.aim to continues in office, and his onlv remedy against-the Company (if nny) slni 1 ' V« in damages. 110. The first Manaiini; Diieclor rf the Company shall be Mr. New ton Kinsr, who shall hold sucli o.hee nt so long required so to do hv'tho .Company) f«r a period of three years from th« dr.t? of the ngreomcnu mentioned in paragraph 1 .of the objects clause of the Memorandum of Association nnd clause .1 of these Article?, at a gslary of .£I2OO per aninim jiayablc monthly, salary to 1m inclusive of tho rorvices cf the said Newton lung as general Manager of the Company. •' ' ■ , , ~ , , 113. The qualification of a Managing D/rec'-or or Assistant-Managing Director shall be the same as that ot a Director. Every Managing Dirctf'tr or AssistantrMannging Director may attend meetings of the board, and shall have a vote in the snmo wav as an onlinarj- Di'-ec.tor. . 124. The Diwiors may award special remuneration out of the funds of the Conimny. either h> a lixeil sum or percentage of nrotits or ollierwise, to am Director rendering any special service in going or residing abroad or otherwise for nny of the pnrooses of or in the mterests of tho Company, or tindoHaking any work additional to that usually required of Directors of a Company nimilar to this. .... . . The contents of the Memorandum of Asfociation, with tho nanus, addresses, and desenp-fons of ihe signatories, and the numVcr of shares subscribed fcrby them resnect.ively, will lx< found printed at the eml of '.tie ltle<l prMuectus. ■ A printo-l copy of the Memorandum and Articles of Aswintion of 'lie Comreuiy and a copy of the abcve-mcn-fioned material coni'iract can l>o insnec.tcd at tho (iffire of Hie rompany in Ne>r Plymouth,- or nt tlie omce of any of tho Comnanv's during ordinary business hours while the subscriotioii list is opon. Conies of this prospectus and forms of application for shares may bo lnsd at tike offices of the Company or from tho Bankers or Brokers of the .Company. . ' ' . • . . , .. - n , Aprtlicaiinns for shares should be made upon the forms accompanying. the Pnwwctus. anil may lie sent to tlie UanK of New Zealand, New Plymouth,- or to any of tho branches of the said bank, together vrtvli the .amount payable on application, or through any Broker of the Company, or direct to tho Company's oflice._ Tf no allotment, is made, tlie do|»sit will be returned in full, nnd if the number of shares allotted cn nny'apnlicat'on is less I,ban Iho number applied for, .the balance of the application money may bo applied in rnduction of the allottee's future liability on tho shares allotted. . ~. t.l .1. A couv of the Prcsnnetus hrs loon filed with illie Assistr.nt-n«!wtrir cf Companies at New Plymouth. Daied the ,11st day of .Tuly. 1920. v sign mires op PiuEcrojiS: signature or phoposrd DiitKCTOit: NTIWTON KING. WM. HKALV, IJATIOIJI EDVvAUD ABMIIAM, STANU.T W. SHAW, K M. KTNffi. By his Agent. VIIKD WATSON. ,T. H. ASIITON. G. M. KEPBELL. THE SUBSCKIPTION 1,1 ST WILL I!E CLOSED ON OR BEI-'OK.K THE Slst DAY OF AUGUST, 1920. S. GEORGE NATHAN AND CO., Customhouje Quay, Brokers for Wellington district.