Page 7 Advertisements Column 1

Dominion, Volume 5, Issue 1384, 9 March 1912, Page 7

ABRIDGED PROSPECTUS ■ —OF — 'L Private Company duly incorporated under The Companies Act, but about to be re-registered 0.3 fl Public Company. (This Prospectus is issued in respect of the intended Public Company.) CAPITAL - £300,000. . DIVIDED INTO 300,000 ORDINARY SHARES OF EACH. 'SHARES ALREADY ISSUED ■• - i -> m SHARES NOW OFFERED FOR PUBLIC SUBSCRIPTION "".300 To be paid for as follows:— , On application , • ia - P" rtare On 29th June, 1912 , ••• - 2s. ■ per ehare On 30th September, 1912 - 3 - F er enaro On 31st December, 1912 • 2s. per share On 31st March, 1913 .» ■.-' -. 2s. ■ per share : , .On 30th June, 1913 .- ■'■••' - -*■ per share «' On 30th September, 1913 ■'...- ■..;'..>■',... ?s; per. share ■. • On 31st December, 1913 .„ .... ... ... '......,...... 2s. . per share -'/ ' . The balance of 4s. per share shall (at the discretion of tho directors) be payable in one sum at a date being not less than 3 calendar months from the 31st December, 1913, or in such amounts and at such intervals (being not earlier than as Aforesaid) as tho Directors may from time to time determine. DIRECTORS: GEORGE NELSON, M.1., Mech. E., Napier, Chairman and Managing Director. WILLIAM NELSON, Tomoana, General Manager in New Zealand for Nelson Bros., Limited. ■ JOHN CHAMBERS, Mokopeka, Havelock North, Shcepfarmor. - . WILLIAM HENRY NELSON, Woodville, Managing Director of the Woodville Bacon Co., Limited. LIONEL NELSON, G. 1., Mech. E., Napier, Engineer. . ■ BANKERS: The Bank of Australasia. " AUDITOR: William McCulloch, Napier. , - SOLICITORS: Sainsbury, Logan and Williams, Napier. . SECRETARY: Frank Sydney Russell. , ' / REGISTERED OFFICE: Wnghorne Street, Napier. ; HISTORY QF THE COMPANY;! ;: ; The business of Jas. J. Niven and Co., General Engineers; was founded in the year 1893 by Jas. J. Niven and George Nelson, in partnership, under the style of Jas. J. Niven and Co. ■ .' The partnership continued until 1903, when Mr. Niven retired. The business was carried on for lire years by Mr. Nelson, when, owing to its outgrowing his financial resources, he converted the undertaking into a private company, incorporated ou the 21st September, 1908. The business was taken over by the Company as a going concern, Mr. George Nelson, being elected Chairman and ■Managing Director. . ■ ■ The Capital of tho Private Company when registered was .£65,000, divided into 50 Preference Shares of JEIOO each nnd COO Ordinary Shares 00100 each, all fully subscribed,'. As ths business .grew, further capital was from time to time introduced, bringing the total up to .£82,700. ' "' ■■• ' ■ ■'•■•'.■':?■' ; - January, 1912, the Directors'.considered that the :| Hme Jiad.arrived when .it. was . desirable, for .the efficient carrying pn and .expansion of the business, tfi'rif , llie ! capir , at'bf'"tne ! .Co'mp|anT f 'i'Ho'uW bo agatt > "]argMy;iticfeasl:d, and' tho Company converted into a Public Company. Accordingly the capital was increased to ,£300,000, and it was resolved to re-register the Company as a Public Company under the provisions of Section 172 of "The Companies .Act, 1908." The necessary- steps are now being taken to effect this. The' conversion of the Company into a Public Company will enable the membership-of-the-Company to bo increased beyond that allowed by law to a Private Company—namely, 25—and will further enable_ the Company to avail itself to the full of the opportunities for legitimate expansion, which are now offering, and which it is confidently anticipated will in the future present themselves to the Company. ... . \ . The 50 Preference Shares mentioned in the Memorandum of Association of the Company have been converted into Ordinary Shares, and by a special resolution passed by tho Company on 26th January, 1912, it was resolved that tho capital of the Company be divided by the subdivision of all its existing shares into Ordinary Shares of .£1 each, and that the conditions of the Memorandum of Association be modified accordingly. _ The capital of the Company, therefore, now consists-of .£300,000, divided into 300,000 Ordinary Shares of ill «ach, of which 82,700 are held by Shareholders of the old Private Company, and have been fully paid for by them. The members of the old Private Company, have not received, nor will they receive, any other benefit or consideration in cash or otherwise on the conversion of the Company into a Public Company, nor has any money or other consideration been paid or given for or in respect of the goodwill of the business of the Private Company, nor will any such be paid or given. As the re-regis-tration of the Private Company as a Pnblic Company does r.ot alter the identity of the Company, and consequently d"oc3 not involve the promotion of a new Company, no payments have been or will be mado to anyone as promoter. Tho following statement, taken from the last Annual Report and Balance Sheet, sets out the Assets and Liabilities of tho Company as at 31st March, 1911, other than liabilities'under current contracts in the ordinary course of business. ■ " ".■■ ■/■. ' : ""'-■■■! ■■'■■: ASSETS AND LIABILITIES. : ." *"" '' \J ~f*fi The last Annual Report and Balance Sheet of the Company,' duly certified by the ; : •'■•■ ''■';.•' .r' •'' Company's Auditors, shows that at 31st March, 1911, the Assets hold by the ' ; ''."-. Company exceeded the Company's Liabilities by' ... ... .'..• ... :... : ■ ,£84,68516 - 5 This amount representing the Capital paid up at 31st March, 1911 ... ■... 78,000 0 0 . ' Plus the profit available for division year ending 31st March, 1911 ... ... G.CSS IS 5 . Since 31st March, 1911, further Capital to the amount of £-1,700 has been paid ' up, making the total of paid-up Capital to date ... . .£82,700 oft REMARKS ON ASSETS. The Company owns Engineering Works at Napier, Gisborne, Hamilton and Palmerston North. THE NAPIER WORKS cover an area of 2i) acres, of which 1J acres—including most of the frontage—is freehold. The back portions of the property are held under six leases from tho Napier Harbour Board, fivo of which have from 11 to 11 years to run, and contain provisions giving the tenant the right to a perpetual renewal. The remaining Lease from tho Harbour Board runs out in 1930, and contains no renewal provisions. It affects only a small portion of tho works' site The remainder of the works' site is held under Lease, which has two years to run, and which contains a purchasing clause at .£225, exercisablc at the end of the term. . Tho Property has a frontage of 508 feet to Waghorne Street, of which 412 feet is freehold. The premises and plant comprise all the Departments of a General Engineering Company; the Works are modern «nd complete in every respect, At GISBORNE the Company owns three roods thirty-two perches of freehold facing the River on the Kaiti side— opposite the passenger wharf—on which tho Works are situated. The buildings, which arc of wood and iron, cover 9 000 ■• Btjuare feet, and are quite new, having been built in 1910. ' ■(■■•' -■■ - ■ ■• •■■•■'• ~: '-.- At. AUCKLAND the-Company rents an Office only. . . '. •■■ ■ '■■"' • At HAMILTON tho Company purchased Mr. Upton's Engineering Establishment—facing the Railway Station—in October last.- The purchase comprises a freehold section of twenty-seven perches, with building of wood and iron co-erintr 2.600 square feet, built in 1902 and 1907, suitably fitted and equipped. Plans are now being prepared for doublin" tho size of these premises. With an eye to future developments, the Company has purchased two acres of freehold at t£e corner of London and Selkirk Streets. At PALMERSTON NORTH the Company has works built on 1-J acres of freehold in Church Street facin" the Hail Fay Goods Shed. The buildings, of wood and iron, cover 9,000 square feet, and were built in 1903. ° At WELLINGTON the Company rents.premises, where a small stock is carried. At WAIPUKURAU tho Company has arranged to purchase 1J acres of freehold opposite the Railway Station Thi* transaction is not yet completed, but will bo shortly. . 7 il3 At HASTINGS the Company recently purchased seventeen perches of freehold, having thirty-sij feet frontaire tD iiarkot Street, opposite tho Public Library. , i> w The BUILDINGS AND PLANT throughout the various Works arc in good order, and have been (horouffhlv wall maintained. ' ~ . b * B " LONDON OFFICE.—The Company rent offices in London, from which all European purchases are made and iiemiHi tions conducted. Tho Leaso of tho premises has nine years to run, at a satisfactory rental. ■ k The STOCKS are in good order, and the book debts owing to the Company are sound. Year by rear anv dnnhlful items have been written down. . '"' INVESTMENTS.—TJ.ieso consist of shores in and loan to Subsidiary Conipanies, namelv, Neerlhain \iven iml Cn .Ltd., of Christchurch, and Scott, Niven and Co., Ltd., of Palmerston North. In the former the Company holds o win" trolling interest. Ihe Company of Scott, Nivon and Co., Ltd., was wound up last year, and its business purchased b'v this" Company. It is now conducted as a Branch of tho Company. J PROFITS OF THE COMPANY. Since tho formation of the Company, in 1908, an average annual profit of J27.777 18s. 4d. has been earned. The Directors havo no reason to anticipate other than an expansion of tho profits consequent upon tho extension of the Com pany's business and the sympathy and interest of a larger circle of shareholders. GENERAL. As the re-rogistrntion of tho Company dees not alter its identity, the subsisting contracts of the Company will not be affected. They are of tho ordinary trade character. Tho minimum subscription on which the Directors may proceed to allotment is 20,000 shares, all of which the present shareholders are prepared to tako up. No commission will bo payable for subscribing or ngroeing to subscribe or procuring or agreeing to procure subscriptions, but the Company will be at liberty to pay ordinary brokerage The preliminary expenses of the Public Company will be paid by it. and are estimated ut ,£BOO. Tho Articles of Association provide that a Director's ((iiiililioation i.-j the holdinfr in his own right of at least 1,000 nharcs of. the Company, and that the Directors' fees shall bo fixed from time In lime by a jp.-oltition of the Company in general meeting, and that the remuneration of the Managing Director shall be (ixed by the Directors. Applications for shares should be made to llic Directors on the- forms provided with the Prospectus. They may be. forwarded direct to the Secretary of the Company at Napier, or through the Managers of the Company at 'Gisborne, Auckland, Hamilton, Palmerston North, Wellington, or 3 Sailers' Hall Court, Cannon Street, London, K.C. Applications will be received up to Noon on TUESDAY, 30th April, 1912. A remittance for tho amount payable on application must be forwarded with the application. If no allotment 13 made, the deposit will bo returned without deduction, if (lie miihljfr of shares allotted is less than that applied for, tho furplus will be returned to the applicant. Prospectuses and Forms of Application can be obtained at any of the Company's Offices. Tho Prospectus has been duly filed with the Registrar of Companies. Dated this Sth day of March, 1912,