FIFTEEN COMPANIES

Evening Post, Volume CXVIII, Issue 34, 9 August 1934, Page 8

FIFTEEN COMPANIES

INTERESTING CONTROL

DIRECTORS & SHAREHOLDERS

The report of' tho Commission goes on to describe, the organisation of fifteen companies which comprise the Investment Executive Trust of New Zealand, Ltd., and its affiliates. "Wo desire to point out that the respective lists of shareholders are not complete lists; wo havo chosen names that ago common to most of tho companies, for tho purpose of showing tho intenneshing ownership and control," the report states. "Tho concentration of control is effected through tho holding of shares by one company in another." .■'■■'

The names of companies which hold shares in other companies of the group aro:—

1. The Investment Executive Trust of New Zealand, Ltd.—This is a public,company incorporated in ' New Zealand in May, 1029. It is an investment trust following fairly closely the lines .of what is known as a contractual trust company. Its present authorised capital is £100,000 vn 250,000 ordinary shares of 2s each, and 75,000 preference shares of £1 each. A prospectus dated April, 1931,. states that the paid-up capital is £29,970. According to the same document its directors are: J. W. S. McArthur. W. A. Pilkington, and IL H. Pollard. In. addition to the directors, its shareholders include C. G. Aleorn Stanley Grange, Kathcriue I. Grange, Richard Glover-Clark, V. B. McInnes, Alcorn Trower and Co., Ltd., The Investment Securities Association, Ltd., and Sterling Investments Co. (N.Z.), Ltd. The prospectus referred to above offers "First Mortgage Perpetual Income Debentures" to a, total of £4,000,000,

2. The Sterling Investments Company (N 2.), Ltd.— This is a public company, incorporated in October, 1030. ■ It is .in investment company of a kind which is hard to classify. Its memorandum of. association gives it power, to carry out _ all kinds of financial operations. Its nominal' capital is £50,000 in shares of £1 each. Its paid-up capital as at March 28, 1034, is shown a3 £2350 14s. Its directors are shown as Charles Graham Alcorn and Kenneth C Ackins. Its largest shareholder is the Investment Securities Association, Ltd., Which holds 20,801 shares, whilst other shareholders hold in the aggregate 200 shares Its latest return filed at the Regis trar's Oilice on.. March 28, ,1034, shows the amount of. debt due under mortgages"na nil, but it has had at times mortgages and charges registered up. to a maximum oi £165,000. . , ■'■,■'■

3. The Investment Securities Association, Ltd.— This is "a private company, incorporated in December, 1930. The capital ia £1000, divided into 750 shares of £1 each and .5000 shares of Is each. According to its .latest.return, .its shareholders are: C. G. Alcorn, Elizabeth Roberta Alcbrn, and Katherine Isobel Grange. . ;

4. The British National Investment Trust, Ltd. (New Zealand).—This was incorporated in November, 1931, under the namo of "The Stock Exchange Corporation, of New Zealand, Ltd.," but it subsequently : changed its name to the above. This company is.fofmed to act as broker or trustee for any person or company, and as promoter or founder of companies; also -to tyike full control of or take part in the management of companies or undertakings. The latest return filed in December, 1933, shows that Stanley Grange is sole ;dire.tI tor. Its -capital is .£IOO,OOO, in. 250,000 ordinary : shares of. :2s, each, and 150,000 preference shares of 10s each; of this there is paid up. £3187. Its shareholders include: C. G. Alcorn, S. Grange, J. W.'.S. •MeArthur, V. B. Mclnnes, R. GloverClark, T. R. MeArthur, The Investment Securities Association, Ltd., The Britisn National Trust, Ltd. (Canberra, N.S.W.). and The Southern British National Trust, Ltd., of Sydney, N.S.W. The maximum amount of charges registered by this company at any time was £100,000.

5. The New Zealand .Shareholders Trust, Ltd.—This company was incorporated in December, 1931. Its objects include those which are common to investment-trust companies; but' its primary purpose was nominally'to act as an association of investors throughout New Zealand to provide information, and protect their interests. Its capital is £60,000, divided into 100,00.0. ordinary shares of 2s each, and 50,000 cumulative preference shares of £1 each. Its paid-up capital at April 9, 1934, is returned as £1071. At the same, date it registered its- total indebtedness in respect of debentures and charges at £264,000. The maximum charges registered at any time is £500,000. Its directors are: C. J. Lovegrove, R. S. Abel, and R. Glover-Clark." The largest shareholder is the Sterling Investments Company (N.Z.I, Ltd., which holds 8779 out of 10,476 ordinary shares. Other shareholders are S. R. Grange and R. Glover-Clark.

6. Wynwood Investments, Ltd.—This company was incorporated as a private company in August, 1930. Its capital, originally £1000, was increased to £10,000 in October, 1933. As it is a private company/its paid-up capital cannot be-ascer-tained. Its shareholders in April, 1932, were: C. G. Alcorn, 1; J. W. S. MeArthur, 1; Sterling Investments Co. (N.Z.), Ltd., 988; and The Investment Securities Association, Ltd., 10. The latest return is dated March, 1934, and' gives the shareholders as: Stanley Grange, 100; J. W. S. MeArthur, 9900. In December, 1933, this company registered as a charge a debenture issue of £100,000.

7. The* Pacific Exploration Company, Ltd. —This is a private company, incorporated in May, 1932. Its original subscribers Were: The Sterling; Investments Co-. (N-.Z.1, Ltd., 9999 shares; and M. Gregory, 1 share. The latest list gives The Sterling Investments Co. (N.Z.), Ltd., 0979; M. Gregory, 1; C. G. Alcorn, 10; and T. R. MeArthur, 10. There is evidence that the object of this company was to procure and finance the building of a somewhat luxurious seagoing yacht.

8. Farms and Farmlets, Ltd.—This was incorporated in August, 1928, as a private company. The subscribers are: W. C. Hewitt, solicitor, 500 shares; and his wife, Flo. Hewitt, 500. shares. The authorised capital was £1000 in shares of £1! each. Its objects are, in the.main, those which one would expect to find' prepared for a small farming, company, but it alsro has powers to deal in money, investments, •securities, and property. Its capital was increased, in June, 1933, to £25,000 m shares of £1 each. In May, 1034, the Registrar of Companies wrote to the office of the company, at our request, asking if any of the shares in the increased capital had been subscribed, and received the reply that the information could .not be given, because the managing director was in Sydney.1 Ttiis. company,, firstly, gave air prdinary chattel security to the ■Niitionalßankof'Ne'w^Zealand Over its farm irig- assets.- In June, 1933, it -registered ns a charge £100,000 in 500 Bearer debentures of £200. each". This company now appears as the principal shareholder .in -the.-. British National Trust,; Ltd.,. incorporated m Canberra,' Australia; it holds 51,200 shares of £1 each in that company. ,

0. The First Mortgage Freehold Security Company of New Zealand, Ltd.—This is a private company, registered iv November, 1924. Its object^ are: The carryingon of the business of financiers, financial

brokers; the issue of debentures, and the receiving 'of money for investment. Its original . capital was £1000 .in shares ot £1 ■■'each, but it was increased in March, 1930, to £10,000 in 0000 shares of £1 eu2ii and 80,000 shares of Is each. Tho principal shareholder is O. G. Alcorn, who holds 19,800 shares; the remaining 500 shares arojield by: Investment Securities AssociaHn, Ltd., Eliz. B. Alcorn, Alcorn, Trower, and Co,, Ltd., and B. S. Abel. In March, 1925, this company filed notice of a charge- by way of mortgage debentures to the amount of £100,000.

10; The "ransport Mutual and General Insurance Company, Ltd.—This company was incorporated in November, 1933, as a public company. The authorised capital is 100,00') in 100,000 shares of £1 each. The'subscribers to the memorandum were seven nominees or dummies, who subscribed for one-share each. In February, 1934, 60,00!) shares of £1 each were allotted to the Investment Executive Trust of New Zo-i land, Ltd., and the statutory report filed on February 21, 1934, shows that the In vestment Executive Trust had paid up 10s per share on these shares, or £30,000 m all, and had also paid up cash in adyancp of calls £1500. Further reference will be made later in this report to the use ;rt "dummy" subscribers and "dummy" directors in this company.

11. The "Southern British National Trust, Ltd. —This company was registered iv Sydney, New South Wales, in January, 1933, It has a nominal capital of £500,000 an-] a paid-up capital of £97,500. It has issued a prospectus in New South Wales offering for subscription debentures'to an amount of £5,000,000. The principal shareholders in the latest annual list filed are: W. A Pilkington, H. 11. Pollard, H. C. Glasson, Madge Gregory, Richard Glover-Clark, and J. W. S. McArthur, the latter holding 17,000 shares. The objects may be stated briefly as being to acquire and deal in all forms of securities and investments. The company may be adequately described, for- our present purposes, as > being the equivalent ia Sydney of the Investment Executive Trust, New Zealand, in Auckland. Its directors are: W. A. Pilkington, H. 11. Pollard, and J. W. S. McArthur The close correspondence between, the directors and shareholders in the two companies should be noted.

12. the British National Trust Ltd.—This company was incorporated in January, 1933, at Canberra, Australia. The nominal capital is £1,000,000 in shares of £1 each. Of these, 05,007 have been subscribed, and £1 per share called up, and the return at the Registrar's Office in 1933, shows these shares as fully paid up. The seven subscribers to. the memorandum of association of this company are again "dummies," being clerks and secretaries in the olßces of the above companies, or their brokers and solicitors. • These signatories are all resident in Auckland, and are therefore out of the- jurisdiction of' the territory and State in which the company is registered. The'principal .shareholder!* in the company are: Thomas B. McArthur? C. G. Alcorn, J. W. S. Me Arthur, and Farms and Farmlets, Ltd.

13. V. B. Mclnnes and Co., Ltd.—This company was incorporated in ■ Jvew Zealand as a private company in May, 1932. Its capitalis £1000 in shares of £1 each, the subscribers being: V. B. Mclnnes, 900 shares, and Investment Securities Association, Ltd., 100 shares. Its objects are to act as broker, trustee, and agent, also *o exercise many of the objects pf investment trusts, and to'act as director, or manager, and to take full control or, part control of another company or business. .

14. Alcorn, Trower, and Co., Ltd.— This company was incorporated in Wellington as a private company, on Juries 24," 1914. The solicitor registering the coihpany.was William C. Hewitt. Its'capital ia £3000. in shares of £1 each. The subscriber* were: C. G. Alcorn and A. S. Trower, with £1500 shares each. On January 11, 1923, the shareholders were returned as: C.G. Alcorn, 1500; and Eliz. R. Alcorn, 1500. On June 30, 1931, the company registered as a charge three bearer debentures of £200 each. It is a shareholder in the "Investment Executive Trust of Ifew Zealand, Ltd., and the First. Mortgage Freehold Security Co. .of Kew Zealand, Ltd.

15. Financial Publications, Ltd — This company was incorporated at Auckland 'is a public company, in May, 1933. Ita capital is £5000 in shares of £1 each. The promoters and present directors are: C. J. Lovegrove, R. S. Abel, and R. GloverClark. This company owns and publishes "The Investment Review,"-a monthly financial 'magazine published in Auckland.