LONG, HEATED DEBATE Private Firm For Whisky Test

Press, Volume CV, Issue 30979, 8 February 1966, Page 3

LONG, HEATED DEBATE Private Firm For Whisky Test

(New Zealand Press Association) DUNEDIN, February 7. Shareholders of the Wilson Malt Extract Company, Ltd., today decided after a long and at times heated meeting, to set up a private company to experiment with the distillation of whisky.

A resolution from the directors providing for the necessary expansion of capital and a deed of agreement with the investigating company, to be known as I. D., Ltd., was passed by little more than the required three-fourths majority.

Strong opposition had come from the company’s largest shareholder, Mr R. C. Nutter, of Thames, and his Dunedin solicitor, Mr T. N. Johnston, who together held a large number of proxies.

A show of hands on the resolution was followed by a poll which indicated 47.338 votes for the resolution, and 15.231 votes against. Votes cast numbered 62,596 of the 75.000 eligible. . Wrote Letters

Mr Nutter last month wrote to all shareholders urging them not to give proxies to members of the board of directors, asking instead that he be given the proxies.' He had objected to the directors’ scheme for a private investigating company, claiming that Wilson Malt had no guarantee that ID. Ltd. would produce a satisfactory whisky before taking up its option on one-third of the Wilson Malt shares. He had also claimed shareholders of 1. D. Ltd. could dispose of their shares at any time under the proposed deed. However, an amendment from Mr W. Hall Masters, passed by the meeting, corrected both these matters.

Introducing the resolution, the chairman of directors, Mr J. L. T. Braithwaite, said that over the last 12 months the board had not been sitting down.

“We have been working very hard on his matter. Today is the culmination of all our efforts,” he said.

He told the meeting the provisional licence to distil ivhisky which had been gran■l3d to the company required it'iat effective ownership of lie company remain in New 'Zealand.

|■’ However, technical assisti nee had had to be sought ' iverseas. and experiments lad to be financed indepenI lently of the company.

The directors' resolution net these requirements. I He disclosed that finance ' for the investigating company I would be provided by three j Dunedin brothers, Messrs L. C., C. D. and D. Baker. 1 Mr Braithwaite said it had I been decided to increase WilIson Malt’s capital by £37.500 iby the creation of 75,000 shares of 10s to be called ordinary B shares. I This, in effect, will increase ithe company’s capital by 50 iper cent. The B share will be subject |to certain rights and restricItions. The shares will be held unissued and allocated to 1.D., Ltd., or its nominees.

Suitable Spirit 1.D., Ltd., will conduct experiments on the distillation of whisky and when a suitable spirit has been proved feasible the ordinary B shares will rank pari passu with the ordinary shares of the company.

At the same time the holders of B shares will receive the right to appoint two of Wilson Malt’s five directors. No dividend will be payable on the B shares for five years after this time unless a divid-

end of at least 5 per cent is possible. If a suitable whisky is found not practicable, shareholders in 1.D., Ltd., will stand the loss. If. on the other hand, it is a feasible proposal, the 1.D., Ltd., shareholders will become owners of one-third of Wilson Malt’s assets.

The directors of I D., Ltd., will be Mr Braithwaite, Mr H. Eckhoff and Mr H. S. Tilly. All live in Dunedin and have no financial interest in the investigating company. At the request of the development company, Mr Braithwaite will be its chairman.

1.D., Ltd., will not be permitted to alter its capital structure or to transfer its shares without the consent of Wilson Malt. Neither will it be allowed to sell its holding in Wilson Malt should it be successful in developing a whisky and take up its option on the one-third shareholding. The directors of 1.D., Ltd., will be responsible for deciding whether or not the whisky is “suitable.”