NEW ZEALAND REFRIGERATING COMPANY.

Otago Witness, Issue 2665, 12 April 1905, Page 11

NEW ZEALAND REFRIGERATING COMPANY.

EXTRAORDINARY GENERAL MEETESTG.

AMALGAMATION WITH THE CHRIST-

CHURCH MEAT COMPANY.

An extraordinary meeting of the New Zealand Refrigerating Conopany was held at the Agricultural Hall Buildings on the sth inst., for the purpose of considering _ a proposal for amalgamation with the Christchurch Meat Company. Mr John Roberts, C.M.G., presided, and 180 other shareholders were present, while 2664- shares were represented by proxy. The report issued by the directors to the shareholders, as follows, was placed before the meeting: — Your directors beg to report that for some time past they have been seriously considering what steps could be taken to place the business of the company upon a more satisfactory footing. With tbis object in view negotiations have ieccntly beea pending which have now resulted in 3- proposal to amalgamate the business of the New Zealand Refrigerating Company with that of the Christchurch Meat Company, Ltd:—

The following are the terms and conditions of the proposed amalgamation, which has now been formerly agreed to by the directors of both companies subject to the approval and confirmation of their respective shareholders. 1. The Meat Company agrees to take over the business of the Refrigerating Company as a going concern on May 1, J905, or at at an earlier date if the voluntary liquidation of the Eefrigeratmg Company shall take place before then.

2. The Meat Company accepts the last published balance sheet of the Refrieeratii'g Company for the year ended June 30, 1904, as correct and takes over all the Refrigerating Company's liabilities and assets as on the date of the amalgamai iom, together with all contracts and agreements current at that date. 3. 'Every holder of one £5 ordinary sliare in the Refrigeiating Company paid up to £3 per share shall reoeive one £i share in the Meat Company paid up to £2 per share. 4. Every holder of one £5 preference share in tho Refrigerating Company paid up to £3 per share shall reoeive £3 per share in cash plus interest at the rate of 6 per cent, per annum fox the period from July 1, 3904, to date of payment.

5. In the event of a dividend being declared by the directors of the Meat Company at or after the teinnination of their current financial year the new issue of £1 shares which shall form the basis of the amalgamation shall participate in any dividend paid by the Christchurch Meat Company to accrue on this issue of shares as -from May 1, 1905.

6. The Meat Company guarantees that at all times when either of the Otago works axe open they shall be prepared to freeze on owners' account at whatever "may ba the cua-rent South Island rates at the time.

7. An Advisory Board consisting of three of the present Refrigerating Company's Directors will be appointed by the Meat Company to confer with the Board of Directors of the Meat Company upon any matters affecting the business of the company and the frozen meat industry in Otago.

Your directors have given this matter their znost careful and earnest consideration, an-d have no hesitation in strongly recommending shareholders to agrea to the proposed union. In so doing your directors are confident that not only the interests of shareholders but the welfare of the frozen meat industry will be benefited by the proposed consolidation of interests.

Mr John Roberts said : I rise to move the adoption of the report as submitted by circular to shareholders, and in doing so I may say that this is one of the most important reports which have been submitted to you. In July, 1891, a somewhat similar report suggesting the voluntary winding up of the company's business was submitted, bufc at that time the shareholders by a majority decided not to adopt the- suggestion, and the offer then made by a London firm for the purchase of the company's business, and which meant the repayment of the whole amount of paid-up capital, together with £1 per chare bonus, ■was declined. Since that time the company has had rather a varied experience. Up to 1891 fair tirofits were made, but in the years 1892, 1893, and 1894 losses were sustained, and since the latter date two years have shown losses, while eight years have shown profits. In the early years of the company's existence the large bulk of the opeTationswere on the commission basis, the company running little risk ; but during the past few yeare this has altogether changed, and the company has been compelled to run great ivsks in having to purchase almost the whole of the stock dealt with at the works. This very risky and anxious business has gone on under high pressure on the part of all connected with the company, and during the present year we have come to the most anxious times of all. As all stock-owners know, we have been compelled to pay most extreme prices for sheep and lambs. "Various remedies were suggested, and we hoped that some arrangement might have been come to by which competition might be kept in rheek by arranging Ixmndaries with the competing companies ; this, however, oould not be arranged, and at last., with the view of haying things put on a more satisfactory footing, the Christchurch Meat Company suorgested an amalgamation of interests. The proposition now submitted for the consideration of shareholders is the outoome of negotiations with this end in view. There will, no doubt, bo divided opinions as to the wisdom of our sinking our identity and castiner in our lot with the Christchurch Company, but I venture to think that the unanimous decision* of the directors, which is now submitted is one which will commend itself to shareholders as a whole. As far as shareholders who are not interested in live 6tock are concerned, I feel sure that what is now suggested for their acceptance is a satisfactory exchange for what they surrender. As for shareholders who are also live stock holders, I think they need have no fear as to the future, ■'as the reservation we have made for freezing stock on their own account will enable them to protect their interests if the necessity arises. I am strongly of opinion that the Chrastchureh Meat Company will act wisely in the matter of fixing fair values when buying etock in the future. Should at any time a different policy be pursued, and irritation arise pressure can always be brought to bear to bring about a more reasonable state of affairs. It cannot be expected, however, that they can continue to give the extreme prices which have ruled of late, as such acourse can only have a disastrous result. 1 would expect that they will make, some isocterate redxiction (say, 6d per head), Co as to leave a little margin for profit.

Sheep-holders should not, I think, grudge such a margin, as it is certain that late prices cannot be given unless the safety of the purchasing company be disregarded. Shareholders will remember that I have always urged concentration of consignments in as few hands as possible in the English market, as in this way alone can prices be regulated. I therefore look forward to the control of a greatly increased quantity of frozen produce in the hands of the London representative of the amalgamated company as being a factor which must tend towards the maintenance of satisfactory values for the frozen meat of the South Island. I would also draw attention to the economy of working, which must attend the amalgamated business, in being able to centralise the work. We all know that unless freezing works are kept going at their full capacity an unprofitable business must result, and I think it in every way probable that in 6lack times loss can be avoided or minimised by shutting down one of the works and keeping the other fully emplovod, rather than running each working only halftime or less. On the whole, I view the position with no misgiving, but rather with the feeling that this amalgamation may result in the best interests of the industry in the South Island being conserved. It is no doubt a matter for regret that the oldest established freezing business of the colony should, for a time at least, cease to exist and be merged in a Canterbury company. I, however, feel that the purchasing company may soon find that its name is too_ local, and not comprehensive enough, and it may later on be found advisable to assume the name .under which _we have traded for the past 24 years, and again bring into existence^ name with which we are so familiar. I may be allowed to express my own personal regret that the connection I have had with the company ever since ifcs inception is most likely soon to cease, and I am sure Mr A. C. Begg, who was also one of the original directors, shares in this regret. As you know, Mr Begg lately left for England, but before his departure we had the benefit of his valuable advice in this important business. Shareholders will please note that the carrying of the motion for the adoption of the report will mean the approval of the proposal as a whole, and I will later on move the clauses providing for giving effect to the proposition in the order in which they appear in the circular now in the hands of shareholders.

Mr John Mill seconded the motion. He said he did so with a certain amount of regret. He had been a long time connected with this undertaking-, and he must say he didn't like one particular word in the report, and that was "liquidation." He had become so accustomed to that word lately that he wished the directors could have seen their way clear to keep it out of the report. Probably, however, it was .necessary to have it plainly "stated. The company had been in existence for 24 years, but shareholders, like himself, had not participated in anything very great from it, inasmuch as they had never received 5 per cent, from the day of starting to the present time; but shareholders who were interested in sheep-raising had participated in greater benefits. When the company commenced operations sheep were selling at ss, and it was now going to hand over its interest to the Christchuroh Meat Company while sheep were at 25s (he was given to understand that was the price just now). It appeared to him that the farming community had not done for the company all that it should have done — namely, "to assist it in ev-erv possible way— during the last 25 years. The chairman had made it very plain in his opening remarks that the farmers had had a great advantage from the company's operations — a very great advantage, indeed, compared with the other shareholders, who had nothing to do with the farming industry. He believed the directors had done, or were about to do. what was right and just to the shareholders in amalgamating with the Christchurch Meat Company. He believed it mi«rht have a tendency to increase the business, and if both works could not be kent going at one time, one of the works could he kept going full tim-p. Still, they must all regret very much indse.l that this business was being handed over from the Province of Otago to the Province _of Canterbury. Although a shareholder himself in the purchasing company, he still regretted the necessity for amalgamation^ but he believed the union was in the interests of shareholders, not only those who were not interested in sheep farms, but also those who were. He believed the farming comnranity would rally to the support of the new company more than io the old, because they believed they would reap greater advantages The New Zealand Refrigerating Comnany had accomplished a mighty work in Otago, and every farmer's property had been enhanced in value, and it had enabled the great shipping companion to build large ships to carry away the produce. The frozen meat industry Jiad advanced the interest of every man in New Zealand very much indeed.

Mr Roberts said Mr. Mil} was under a misapprehension 'with regard to the word " liquidation." Liquidation was a necessary sequence. Either the Christchurch Meat Company would require to liquidate and amalgamate with the New Zealand Company, or the New Zealand Company would require to liouidate and merge with the Christchurch Company, so that liquidation was a neces=ary procedure. He thought, on the whole, shareholders would ha vr> no reason to comolain : they would get £2 paid for every £3, a loss of 33 1-3 per cent., and he thought, under the circumstances, this was probably a great deal less than they might have had to face had the company to struggle on in the face of the hot competition of late. The past few months had been a very anxious rime for thD directors, for they were paying prices for sheen that they could nevpr hope to get back ;:gain. Fortunately. prices had been xvell maintained fn London, so ho trusted these might continue, and there might he a prospe'efc of srefctingthe cost out of ihe produce which the Christchurch Meat Company would take ovor.

The motion for the adoption of the report was then carried xinanimouslv. Mr Roberts then moved — " That the company be wound up voluntarily. Mr John Reid seconded the motion, and paid the matter was in the hand"* of the directors, in whom shareholders had the utmost confidence. He believed thp amalgamation was in the interests of all concerned 1 . The motion was then carried. The Chairman then moved — "That Mr William Murray be appointed liquidator." This was seconded by Mr J. Smith, and carried. Mr Roberts moved—" That the liquidator be authorised to carry out the proposals in the annexed report of the directors, and do all things necessary for tbat purpose, crisv

suant to section 259 of ' The Companies Act, 1903.' "

Mr Patnllo seconded the motion, which was also carried unanimously.

Mr Roberts stated that there would be a confirmatory meeting at a later date, probably Thursday fortnight, and he trustee! all present would endeavour to attend, as sometimes there was difficulty in getting a quorum.

The Rev. W. W. Sedgwick. referring in a sermon at Christchurch on Sunday to the modern degeneration of language, said that he regretted the use of slang and still stronger epithets allowed themselves by tho girls of to-day. "The expressions used by ladies on tennis or croquet grounds," he stated, " would not have been tolerat-ed 50

years ago

In discussing the prospects of increased . ttade between Java and Australia, Captain Williams, of the steamer Airlie, stated that good business would soon be established. } The trade is showing improvement on each j trip. A good doal of tea is now being grown, in Java, and efforts are being made to establish a market for it in Australia. When ( at Singapore, Captain Williams visited the , cold storage works lately erected at Tan- j jong Paga, for the reception of Australian frozen meats. The buildings, which are substantial and spacious, were just, about completed and ready to receive the first , consignment, which was sent by the steamer Guthrie.