THE "NONPAREIL,"

Auckland Star, Volume III, Issue 624, 11 January 1872, Page 2

THE "NONPAREIL,"

To the Editor of the Evening Stae. Sir, —In your leading article of last evening, remarks have been made referring to myself, which are calculated to mislead the public as to my motives in agitating for the retirement of certain of the Nonpareil Directors ; as you have stated the motives you suppose me to be actuated by, it is only fair that I should have an opportunity of correcting anything that is erroneous in that statement. As regards the vindication of my character from the aspersion cast upon it by your writing, I shall not take the trouble to do that; trusting that I am sufficiently well known as a maa of honor and principle, not to require such a course. You ascribe my action in the matter to a desire to obtain a situation XVI a, i.dative urmluc, to -svliinK T urn ahlo to give a most unqualified denial, having no relatives in the province but a sister. As to my narrowly escaping being elected a director, that should not be a reason for attributing interested and factious opposition to me. I here most emphatically say that my reasons for endeavouring to remove certain directors were, that I consisidered they were not doin ? their duty by the company's property. The action taken by them in reference to the Waitemata mine certainly called for severe censure, and shows that they were more desirous of increasing the value of that property than looking after the interests of the Nonpareil. It is known that some of the directors, in conjunction with the legal manager, purchased largely into the Waitemata ; and at the same time reports were circulated that a shot of gold was going into the Waitemata from the Nonpareil; and it was also rumoured abroad that an amalgamation wa3 on the tapis. This had the effect of bringing the Nonpareil shares from £7 10s. to £3 10s, This is known as a fact. I interpreted this as an attempt to raise the ralue of Waitemata shares (which it did from 2a 6d to 21s) and reduce the value of Nonpareils, so that the Waitemata could be amalgamated on terms decidedly unfavourable to the Nonpareil. This I know to have been the opinion of a large number of the shareholders, who sold out at great loss in consequence. Those directors may attempt to disavow this, but the fact remains which they cannot contradict, viz, that they purchased largely into the Waitemata. If the Waitemata was a desirable acquisition, or an amalgamation would have been benecial to the interests of the Nonpareil, the directors of the latter company would have done their duty if they had endeavored to purchase the Waitemata, which at that time was considered of comparatively little value. It would have been easy for them to have made an attempt to acquire the Waitemata claim and the machinery which was erected on it; the whole of which, I firmly believe, could at the time have been acquired for £1000. Instead of doing this, what was their action ? Why, they bought largely into the Waitemata on their own account, and allowed the Waitemata people to come into the Nonpareil workings and carry on their operations. I ask any unbiassed individual does this look suspicious ? Was it like the action of directors studying the interest of the Nonpareil company ? I should say decidedly not. At the time of Mr Warmoll's departure for Melbourne, it was agreed amongst the directors that the shaft should be immediately sunk, so as to enablo the opening out at a lower level to take place simultaneously with the finish of the upper block. For some reason the sinking of the shaft was delayed from three weeks to a month'; the consequence of which is that at present we are not receiving dividends, because the upper level is exhausted, and the lower level is not yet opened out. Remember the sinking of the shaft was delayed at the same time that the Waitemata shares were bought, and the amalgamation spoken of ; and about the same time the working manager's salary was increased from L 6 to L 8 per week, he at the same timo having a house provided for him at the expense of the company. When all thoso circumstances happened, I, in conjunction with a large body of the shareholders, considered it necessary to call on the directors for an explanation of their

conduct; which they if they had been acting rightly, should have hailed as a good opportunity to clear their character of suspicion. The reverse was their action, they treated myself and the rest of the holders with contempt, and were \ N ■* to avow that they would force *« amalgamation in spite of us. This the reason that prompted me and many other gentlemen who were dissatisfied to unite with Mr Scott, in trying to bring about a beneficial change in the management of the company; and at the same time alter Eule 6 of the company, so that half of the directors should be forced to retire annually, though they would be eligible for re-election. _ This object was defeated, because we did not happen to hold a majority of the shareholders' proxies in our pockets. There were 159 shareholders represented at the meeting, and it was necessary that there should be 19G ; only 37 short. There were 3854 shares represented, which was 1054 of a majority, showing that the company was equitably represented, if not legally. Mr Wrigley and the other directors held.a large number of proxies, which, added to those in the meeting, would have legally constituted the meeting, and have tested the question as to whether those directors possessed the confidence of the shareholders. But when it was proposed to put it to the vote, Mr Wrigley retired from the meeting, and refused to vote or let any proxies he held be used, and none of the other directors tabled their proxies either; This prevented any business being done the first day. At the adjourned meeting, at 10 o'clock next morning, Mr "Wrigley deigned to come, knowing that a large number of the shareholders had been obliged to leave, which he saw would leave him in the majority. Of course, the remaining gentlemen saw through the dodge, and refused to assist him in constituting a meeting ; and what wonder if they expressed their feeling of disgust, by hooting those directors, who had behaved in such a cowardly and shabby manner. As to the imputation of forging proxies, maintained in your article, it is beneath my notice. _ GrEO. F-ENTON. [On the merits of the general question as between the contending parties, we do not, as we did not, enter ; but we shall afford space in our next issue for a reply. We only referred to the motives of the present aeitators ; and to our statements we adhere. We do not know what Mr Fenton understands by the term "relative," but we shall not quarrel about the meaning of words. The person for whom he wanted the situation was Mr Kelly, "his son-in»law'3 brother; and the failure of his suit to the new directors was the cause of his chagrin and his present zeal. Mr Fsnton is virtuously indignant at our reference to the proxies of the opposition. We shall therefore be precise ; and will Mr Fenton inform us if he did not himself by untruthful representations obtain the withdrawal of the " Mutual Mining Investment Company's proxy ? " and if Mr Fenton denies this, W6 are prepared to esta« blish it by affidavit. We would advise the agitators to shut up. Further agitation will only make the water muddier. Ttie publics know all about it.—Ed. E. S.]