Page 13 Advertisements Column 2

Press, Volume LXXIV, Issue 22516, 26 September 1938, Page 13

" THE COMPANIES ACT, 1933."—A copy of this Prospectus was delivered to the Registrar of Companies at Auckland for registration on the 9th day of September, 1838. Offer at Par of 120,000 5i% Cumulative Preference Shares of £1 each THE NEW ZEALAND FARMERS' FERTILIZER COMPANY LIMITED NOMINAL CAPITAL £500,000 (Divided into 150,000 Preference Shorn of £1 each and 350,000 Ordinary Shares of £1 each) ISSUED CAPITAL £261,995 (Fully Raid Ordinary Shares) Directors: Bankers: A. A. Ross rrW»irm BANK OF NEW ZEALAND Directors: A. A. ROSS (Chairman) S. IRWIN CROOKES, H. R. MACKENZIE, G. L. MARSHALL, J. WILSON Managing Director and Secretary: J. WILSON Registered Office: Yorkshire House, Shortland Street, Auckland Acid and Fertilizer Works: Te Papapa ------ Auckland Smart Road - - - - New Plymouth Solicitors: Messrs. STEWART, JOHNSTON, HOUGH AND CAMPBELL, AUCKLAND Auditor: J. A. DUNCAN, F.S.A.A. (En*.), F.P.A. (N.Z.), etc. kla d Acacia Building, O'Connell /Street, Auckland Brokers Messrs. FRATER BROS., . j 2 Swanson Street, Auckland L s* Or any Member of a Stock Exchange affiliated to "hj the Stock Exchange Association of New Zealand. PROSPECTUS OFFERING FOR SUBSCRIPTION 120,000 (of the total of 150,000) PREFERENCE SHARES OF £1 EACH on the following terms:— 5/- per share on application. 51- per share 3 calendar months 5/ per share (or the whole bal- after allotment. ance if desired by applicant) 5/-per share 6 calendar months 30 days after allotment. after allotment. Dividend and Capital Rights of the Preference Shares THESE SHARES will carry A FIXED PREFERENTIAL CUMULATIVE DIVIDEND of Ki PER CENTUM PER ANNUM ON THE AMOUNT PAn> UP THEREON, PAYABLE HALF-YEARLY. This dividend will hare first claim on the Company's profits and the preference shares will also rank in priority to the ordinary shares in respect of return of capital in the event of a winding-up Reasons for New Issue. THE OBJECT of the new issue is to provide further capital for the development of the Company's operations and to reduce its loan capital. The Company, which was established in 101 C, commenced the. manufacture of superphosphate and other fertilisers on a large scale in or about the year 1022, since when the history of the Company is practically an unbroken record of success. The following figures indicate the progress mado over thd last five financial years (each year ending Slat May):— Reserves Gross Profit. £74,255 £80,813 £84,108 £97,878 £100,105 Net Profit. £17,718 £18,837 £19,374 £21,180 £22,224 Dividend Per Cent. 5 (including profits carried forward) £45,143 £49,569 £54,533 £59,974 £00,478 The Company specialises in the manufacture of sulphuric phosphate and complete chemical fertilisers. It ia the sole manufacturer in New Zealand of blucstorie and sulphate of iron and is the largest producer in the Dominion of lime-sulphur for orchard sprays. The world's production of superphosphate amounts to about fifteen million tons annually.' Superphosphate ia a most important and widelyused fertiliser for topdressing purposes. The superphosphate industry in New Zealand is interlocked with the farming industry and is a vital factor in stimulating and maintaining primary production. ' The demand for superphosphate has increased considerably over the past few years, and it may reasonably be anticipated ,that the demand will continue to increase. Since the year 1925, when the paid-up share capital of the Company stood at its present figure (£261,995), the Company has established its Taranaki works at a capital outlay of approximately £200,000, and has also expended large sums (approximately £155,000) in extending it* Auckland and Taranaki works. The Company, with the assistance of accommodation from its bankers, was able to meet this large expenditure without raising any further share capital, but the Directors are satisfied that tho introduction of the fresh share capital now sought will greatly strengthen the Company's position and enable it to extend its operations when and as required, so as to take its part\in supplying the increasing demand referred to. f • The Directors have under consideration at the present time a proposal for joining in the establishment of another fertiliser manufacturing works in tho North Island. Security THESE SHARES offer a MOST ATTRACTIVE INVESTMENT, with EXCELLENT SECURITY. The following figures will show that EACH £1 PREFERENCE SHARE NOW OFFEHED WELL BE COVERED BY AT LEAST £3/14/VALUE OF ASSETS. Copy of the Company's balance-sheet as at the 31st May last:— LIABDHTIES. Authorised Capital: 500,000 shares at £1 each: £500,000 Subscribed Capital: 201,995 shares at . £1 each, fully paid 201,995 0 0 Reserro Fund .. .. 40,000 0 0 Open Accounts .. 39,482 11 4 Sumlrv Creditors .. 26,087 12 C Unpaid Dividends .. 1,954 Oil Bank of New Zealand (secured) .. 117,022 2 0 Balance from Profit and Loss Appropriation Account .. 42,197 11 2 42,197 11 2 £528,739 3 11 Land, Buildings, Machinery, Plant, etc., at Auckland and New Plymouth at cost, less depreciation .. 402,189 18 5 Stock 75,058 15 f. Sundry Debtors .. 50,820 10 0 Cash on hand .... 70 0 0 £528,739 3 11 From an examination of this balance-sheet it will be seen that the assets of the Company exceed its liabilities by £344,102 (round figures). After providing for the year's dividend (£15,719), the assets still exceed the liabilities by f328,473. On the basis of the whole of the preference shares now offered being subscribed for and paid up the cover per share may be worked out as follows: — Excess of assets over liabilities, as above Proceeds of new issue ••: Cover for issue of 120,000 share* ... *,; Or £3/14/8 pershare. £328,473 £120,000 £448,473 the'presenlJ'time, but if the whole 150,000 preference shares were now fully subscribed arid paid up, the cover calculated on the foregoing basis would exceed £3/3/t"per share. THE NET PROFITS of the Company for the past fire yean (ahevt set out) were MORE THAN THREE TIMES the amount that would have been required to have paid the/preference dividends for that period on the shares now offered. The profits for the financial year just ended amounted to over £22,000, whereas the amount required to pay a year's dividends on. 120,000 preference shares when fully paid up will be only £C,GOO. With the additional working capital made available and the consequent anticipated increase in business and saving in interest considerably larger. profits may reasonably be expected in the future. Respective Rights of the Preference and Ordinary Shares in regard to Voting, Dividends, etc. THE FOLLOWING EXTRACT from the Articles of Association seta out more fully the rights of the preference shares : ». (b) The preference shares.snail confer upon the Holders thereof the right to receive out of the profits ot the Company a cumulative , preferential dividend at the rate of 51 per centum per annum on the capital rrom time to tune paid up on such shares, and the proms or the Company shall be applicable In the first Instance m or towards payment of such preferential dividend, which shall be paid half-yearly and without the necessity of any declaration - thereof and no profits shall he carried to reserve unleas Ifce said preferential dividend has been fully paid. The preference absrn shall not confer any-further right to participate in the profits of the Company. 'c) in the event or the Company being' wound up the assets remaining after satisfaction of Us debts and liabilities and other claims, charges, or expenses having- priority over the claims or autreholders shall be applicable firstly in payment ot snyT arrears of dividend on the preference shares, whether earned or declared or not up to the commencement of the winding up, next in payment or return or the capital paid up on the preference shares and the balance or such assets then remaining- shall belong- to the holders of the ordinary shares. (d) No shares shall be issued or created ranking- in priority to or pari passu with the ~"~- "* »»*MaVml fwJW.tff.faVm'igi <m v ti arm capital except (1.. _ _ holders or at least three-fourths or the total capital paid up on all such preference shares or with the sanction of an extraordinary resolution passed at s separate general meeting of the Holders of the preference shares. The provision* or Article S as to the separate general meetings therein referred to shall apply to any such meeting. _ - (e) The holders or preference shares shall have the same rights as the holders of ordinary shares to receive notices, accounts, balancesheets and reports issued by the Company and to attend at general meetings of the Company, but they shall not be entitled to vote or be taken into account at any such meeting in respect of their preference shares unless the dividend thereon is in arrears for more than six calendar months or unless a resolution is proposed at such meeting for reducing the capital or wlndtn* un the Company or ror the sale or its undertaking or nates* a mo> . posal is submitted directly affecting any of their special rirttts privileges or priorities. «■»*». The ordinary shares carry such dividend as the Directors recommend and the Company in general meeting sanctions i""' * —"- -'- - * capital and dividend after the preference shares. The voting power of the holders of ordinary shares at meetings «f the Company is as follows: * (a) On a show of hands every such holder present in peraem has one vote. (b) Upon a poll every such holder has one vote for every twoeshares or fraction thereof held, with a maximum of 100 rotes, aisi rotes may be given either personally or by proxy. When entitled to vote, the holders of preference shares bar* the i voting power as the ordinary shareholders. The-rights attached to the preference shares will not be subject to variation without the rons*nt in -writing of the holders of three-fourths of the preference shares issued or the sanction of an extraordinary resolution passed at a separate general meeting of the holders of such shares. Shore Commission THE COMMISSION to be paid by the Company for procuring subacriptioas for any of the shares now offered will be at a rate not exceeding t| per cent. Report of Auditor ot to Profits, Dividends, etc., for Three Financial Years up to 31st May, 1938 Auckland, CI, 24th August, 1938. THE NEW ZEALAND FARMERS' FERTDLIZER COMPANY T.TWTTgr. Pursuant to Section 46 of "The Companies Act, IMS," and te the Third Schedule, Part 11., thereunder:— I report that the profits made by The New Zealand Farmer*' Fertilizer Company Limited for the three financial years isamediatelr -' preceding the Ist June, 1938, were as follows: — Year ended 31st May, 1936 ... .. £19,373/13/10 Year ended 31st May, 1937 .. : .. £21,100/0/5 Year ended 31st May, 1938 ..- .. £22,223/14/* Tho rates of dividend paid by the Company in respect of its shares in respect of the said three years were as follows: Dividend for the year ended 31st May, 1936:. .8* par cent. Dividend for the year ended 31st May, 1937:' 8 per east. Dividend for the year ended 31st May, 1938: 6 per east. J. A. DUNCAN, E.SAJL (England), see., Public Accountant, Auditor of above Oasapaay. Application for Shores APPLICATION FOR SHARES may be made direct ta the Secretary of the Company at its registered office, Yorkshire House, Shortland Street Auckland, or to the Company's Brokers, or any member of a Stock 'Exchange as before mentioned. In the event of the issue being over-subscribed, the Directors reserve the right to give preference to existing shareholders and to allot to any npplicant less shares than applied for. Dated this 9th day of September, 1938. ALEX. AT ROSS, H. R. MACKENZIE, <?. L. MARSHALL, •T. WTLSON, S. IRWrN CROOKES.