AMALGAMATION OF MEAT COMPANIES.

New Zealand Times, Volume LI, Issue 8801, 3 October 1889, Page 3

AMALGAMATION OF MEAT COMPANIES.

MEETINGS OF THE COMPANIES

INTERESTED. As we stated a few days ago, arrangements have been concluded between the Directors of the Wellington Meat Export Company and the Wellington Meat Preserving and Refrigerating Company, for amalgamation of the businesses of those two Companies. Yesterday meetings of the shareholders in the respective Companies were held,, at which the first stages of the process of amalgamation were _ taken in the shape of approving resolutions. The agreement drawn up for submission to the shareholders sets forth that as the memorandum of association of the existing Meat Export Company is not wide enough to permit of the Company entering upon the combined business, the two Companies shall be voluntarily wound up. The substance of the agreement is as follows; — 1. This agreement is conditional upan the adoption thereof by the liquidators of both the existing Meat Export Company and of the Meat Preserving Company, with the sanction of special resolutions of both companies, and also upon the formation of the new Meat Export Company, and the execution by the new Meat Export Company of this contract. 2 The existing Meat Export Company, and the Meat Preserving Company shall sell to the new Meat Export Company, and the new Meat Export Company shall purchase and acquire all the propel ties, real and personal, of the said two existing companies. 3. The capital of the new Meat Export Company shall be LIOO,OOO, divided into 20,010 shares of L 5 each. 4. Each shareholder in the existing Meat Export Company shall receive a share in the new Meat Export Company in exchange f-T each share held by him in the existing Meat Export Company, such share in the new company being paid up to the same amount as is now paid up upon the share of the existing company. 5. Each shareholder in the Meat Preserving Company shall receive a share in the Meat Export Company in exchange for each share held by him in the Meat Preserving Company, such share in the new Company being paid up to the same amount, less ten per centum, as is now paid up upon the share in the Meat Preserving Company—that is to say, there being a sum of LI 5s now (by reduction of capital) paid up upon each contributing share in the Meat Preserving Company, each contributing shareholder shall receive a share in the new Company paid up to the amount ot _LI 2s 6d per share, and there being a sum of L 5 (by reduction of capital) paid up upon each paid-up share in the Meat Preserving Company, there shall be issued to each paid-up shareholder in the Meat Preserving Company such a cumber of fully paid-up shares in the new Meat Export Company as shall be equivalent in nominal value to 10 per centum less than the nominal va'ue of the paid-up shares held by him in the Meat Preserving Company. 0. The new Meat Export Company shall purchase and take over the business of each of the existing companies as from the 80th day of June last past, and the business of each existing Company shall be deemed to have been carried on since that date upon trust for the new Meat Export Company. The calls to be made by the new Meat Export Company shall not be made in greater amounts or at less intervals than is provided by the present articles of association of the Meat Preserving Company. A call of Ss per share may be made in November, 1889, and a further call of 5s per share in December, 1889. Thereafter no calls shall be ijiade until after the month of June, 1800. MEAT EXPORT COMPANY (LIMITED). An extraordinary general meeting of shareholders in this Company was held yesterday to consider the following resolutions : (1) That it is expedient to eff ct an amalgamation of this Company with the Wellington Meat Preserving and Refrigerating Company (Limited); (2) that for that purpose it is desirable that this Company be wound up voluntarily; (3) th j.t this Company be wound up voluntarily under the provisions of the Companies Act. 1882, and the Acts amending the same ; (4) that Dilnot flladden, of Wellington, be and he is hereby appointed liquidator for the purpose of such winding up; (5) that the liquidator be, and he is hereby authorised to consent to the registration of a new Company, to be named “The Wellington Meat Export Company, Limited,” wtih a memorandum and articles of association which have already been prepared with the approval of the Directors of this Company; (6) That the draft agreement produced and read to this meeting, and expressed to be made between the liquidator ot this Company of the first part, this Company of the second part, the liquidator of the Weilington Meat Preserving and Refrigerating Company (Limited) of the third part, the Wellington Meat Preserving and Refrigerating Company (Limited) of the fourth part, and the new Wellington Meat Export Company (Limited) of the filth part, be and the_ same is hereby approved; and that the liquidator of this Company be and he is hereby directed to enter into an agreement on_ behalf of this Company in terras of the said draft, and to carry the same into effect.

The meeting was well attended, and MrW. C. Buchanan, M.H.R., presided.

The Chairman briefly explained the proposal as set forth in the memorandum of agreement. With respect to the assets of the IVleat Preserving Company, he could only say that the Directors went carefully into the whole question and took the best advice available, the result being the proposal now made. Another matt-r to which he would like to allude was the question whether the new Company should carry on not only freezing, which had been the business of the Meat Export Company, but also meat preserving, boiling down, and the retail shops of the Meat Preserving Company. Obviously, that was a question to which the Directors of this Compgjiy could not give a reply. The Directors of the new Company would have to exercise their judgment in the matter. Speaking for himself, he should express a hope that the new directory, whoever they might be, would still follow out the policy which this Company had adopted from the beginning, which was to take up only the business which would be conducive to the marketing in the very best possible way of a’l stockowners’ products. That was the object with which the Meat Export Compauy was started in the first instance, to provide as far as possible an open door f r the export of meat produced by settlers. Having explained that thej amalgamation could not be effected until ■ a confirmatory meeting had been held on the 23rd ikist, Mr Buchanan p Anted out that in the slaughtering yards at Ngauranga the Meat Preserving Company possessed what would be of great usefulness to this Company, while on the other hand the Meat Export Company possessed a freezing plant that would be of great value to the other Com- , pany. When this Company was freezing from 50,000 to '75,000 sheep per annum, control of its own slaughtering was not of such moment as it was now with their prospects. He might say the prospect—in fact, certainty—was that, during the ensuing six summer months, this Company, as a Company, would be called .upon to freeze nearly equal to the to al amount frozen during the twelve months ending 30th Juno last. It was obviously necessary, therefore, that the Company should have the control of its whole busi-, JISS3, few receipt of the owner’s stock till

it was finally shipped frozen. He moved that the resolutions be passed. Mr W. H. Beetham had pleasure in seconding the resolutions, and cordially agreed with the remarks of the Chairman as to the necessity of the Company having control of slaughtering. The resolutions were carried unanimously, and, there being no further business, the meeting terminated. WELLINGTON MEAT PRESERVING AND REFRIGERATING COMPANY (LIMITED). Similar resolutions were submitted at a meeting of shareholders in the Wellington Meat Preserving and Refrigeration, at which Mr C. B. Izard, M.H.R., presided, and which was held at 4 o’clock. The Chairman explained the proposals. Speaking on the position of the Meat Preserving and Refrigerating Company, he reminded shareholders that their last balance-sheet, made up to November last, showed that the position was not a very satisfactory one, for there was a large debit to profit end loss. True, there had been no actual loss during the half-year, but a very large amount had been written off plant, &c. The shareholders sanctioned then an application to the Supreme Court with the object of writing off L2 10s from the paid-up an.ount of each share. This was done, and the Company was in this position now—That it had issued 3673 shares, of which 1200 were fully paid up Lo, and 2473 contributing shares, LI 5s paid up. Since the month of November, however, the Directors had been able to achieve more satisfactory results than in any period since the initiation of the Company. A balance-sheet had been struck up to the end of June last, which showed that during the seven months a profit had been made of over LI4OO, and certain amounts which had been allowed for stock had now turned oW even better than they were taken at in that balance-sheet. He explained that the Meat Export Company had done the freezing and this Company the slaughtering, up to the present, so that the two companies had worked amicably together, and it was now thought that it would save great expense if they were amalgamated. Moxeover, the Meat Export Company wished now that they should have the control of their slaughtering, the result of which would he that this Company would either have to obtain freezing premises or go into liquidation, while their business must he materially decreased. As showing further the advisableness of amalgamation, Mr Izard said that on the 30th June last this Company’s capital was L 9031 ss, and the Meat Export Company’s capital was L 20,624. The Meat Preserving and Refrigerating Company’s assets were L 28,862 8s Id, and the debts L 18,248 19s 3d ; while the Meat Export Company's assets were L 24,483 10s, lid, and their debts Ll6lß 3s lid. In conclusion, the Chairman said the effect of amalgamation would be a good, strong Company, which would be able to cany on its business profitably and successfully. The resolutions were seconded by Captain Thomas, and carried unanimously. The Chairman announced that the confirmatory meeting would he held on the 23rd inst. This was all the business.