Page 3 Advertisements Column 4

Dominion, Volume 6, Issue 1593, 9 November 1912, Page 3

It should bo noted that the Vendors, to show their confidence in the proposition, are asking no cash from the Com* pany, For 60,000 fully paid up shares they bind themselves tjo pass over to the Compaijy the freehold titles to the cement properties: herein mentioned and such other 'rights as they possess. The shares subscribed for in the Memorandum of Association are alt contributing shares. Each of the signatories to tho Memorandum of Association, may, prior to allotment, increase the number of shares subscribed for in the Memorandum. No application for less than 10 shares will be accepted. The preliminary expenses of and incidental to the forma* tiott and establishment of the Company and: until the Company shall bo entitled' to commence business (exclusive of brokerage at 5 per, cent, on subscriptions procured) are estimated to amount to ,£l2oo ( .and will be borne by the Company.' No payment will be made by the Company either in cash or in shares to any promoter of the Company excepting the 60,000 fully paid up. shares to be allotted to the Vendors in I satisfaction of the purchase money for the Tikorangi and .Te Mata Point properties. No consideration of any kind has been'given or promised or will be given or promised by the promoters to any person to induce him to become a Shareholder or Director. The contract securing .the: Tikorangi property to the Company is dated the second day-of November,. 191.2, and is expressed to be made between Joseph Herbert -Phillips,.&f Otaika, farmer; Harriet Sarah Phillips, his wife; Mary Ann, Smeaton, of Otaika, widow; and Robert Thompson, of. Whangarei, gentleman, of the first part; Dane Jiahson Greer, of Whangarei, chemist, of the second part; Edmuttd Campbell Purdie, of Whangarei, as agent for the Tikorangi Syndicate, of the third part; and Ernest William Hunt, of Wellington, accountant, as Trustee-for the Company, of the fourth part. The contract for the sale of the To Mata Point property to tho Company is dated the twenty-eighth day of October, 1912, and is expressed to-be made between> Herbert Elvin Hewlett, of Mangapai, farmer, of. the first part, the. 6aid Dane ''Manson Greer, of the second part; the said Edmund Campbell Purdie, as agent for the Tikorangi Syndicate, of the third part; and the said Ernest.William Hunt, as Trustee:for the.Company, of the fourth part. Tho nominal price to be paid by the Company for both the said properties, is ,£60';O0O, but the Vendors (the Tikorangi Syndicate) have agreed to accept (50,000 fully paid up shores of .£1 each in the capital of the Company in satisfaction/of. the purchase money. These,are the only shares to bo issued by tho Company as fully paid up for a consideration otlier than cash, The names and addresses of the Vendors (The Tikorangi Syndicate) are'as follows :—Robert Heaton Rhodes,;.- of Christohurch, Esquire; Vernon Reed, of Bay of Islands, Solicitor'; Heathcote Beetham Williams, of Gisborne,' Sheepfarmer; Thomas Henry" Lo'wry, of. Hawkea Bay, Shoepfarmer; Algar Williams, of Wellington, Commission Agent; Dane Hanson Greer, of Whangarei, Chemist (at present absent from New : Zealand) j Samuel Irwin Crbdkes, of Auckland, Engineer; Charles' Frederick Gardner, of Auckland,' Brick Manufacturer;"and Edmund Campbell Purdie, pf, Whangarei, Estate_ Agent, These X r endorS have, a binding, option-of purchase in respect of the Tikorangi ..property, from Joseph Herbert Phillips, of "Otaika, farmer; . and ■■'Harriet'-' Sarah Pnillips, his wife; Mary Ann . Smgatbh, Of Otaika, Widow, and ' Robert Thompson, of. IWhangarei,. 'gontleman,. as apepara by tbe contracts'- sei - out in ■ the schedule hereunder. The purchase-price under such option for the Tikorangi estate is ,£l2 per acre, which will The paid by the Tikorangi Syndicate to the owners.of the said .property, in cash at the times stated in tho Agreement first above referred to. The Tikorangi Syndicate have also a contract for the sale aM purchase of the To Mata Point property from' Herbert Elyin;.HcWlett, of Mangapai, farmer. Tho-purchase price under such contract is ..£SOO, of which'the. sum of has'already been paid to the said Herbert rjlvin Hewlett, and the balance of ; the-said..purchase mon e yT*iU be paid by tlie Tikorangi Syndicate to the said, Herbert; Elvin Hewlett in, cash at the time stated'in the contract abovfcreferred to.. On tbe adoption of the-|Company of the above contracts the members oft the Tikorangi Syndicate will receive .(W.OOfty.sharos of. the nominal valuo of £1 each in the capital of'the Company issued as fully paid up, and will be bound to procure the conveyacmeor transfer of the 6aid properties to the Company free from encum* brattces. Tlie members of.thoTikorangi Syndicateare promoter? of tbe Company, and are subscribing. for contributing shares /amounting in the aggregate to ,£B,OOO. From tho fact that they are not only receiving from the.'. Company no cash, for. the properties, but'are'subscribing towards the Company's working capital the sum of JJ6.000 in cash, it will be seen ' that, they have the fullest confidence in tho commercial success of,.the'Company; moreover, tho Vendors' shares, hate no preferential rights attached thereto either in respect of dividend or capital. The amount payable by,,'the. Company for commission to brokers on all shares of. they procure the subscription is at the rate of £5 per centum'on tna.capital. Mr. Eoljert Heatoa Rhodes and Mr. Heathcote. Beetham Williams are interested in. the promotion of, and in the'property, to be acquired by the Company,to. the extent only of their' interests, as Vendors under the contracts,./articulars of which are. herein given. ■ . i .The following are the clauses in the. Company's Articles of-. Association fixing the number of shares required for a Director's qualification and as'to the'"remuneration of Directors:— ~ , . "■"". '' ' '■ "93/ The qualification of a, 'Director shall be the., holding of. shares (or stock) of the Company of the nominal • amount of 41,000. A first Director may.act.before acquiring his qualification, but shall in any ease acquire; the same within two months from his appointment, and unless he shall do so he shall be deemed to have agreed to take the said shares (or' stock) ftom the Company, and the same shall be allotted to him accordingly. "9i. The future remuneration of the/Directors, apd their remuneratipn for services performed previously to.the first general'meeting, 6hall be determined,.by' the ..Company in general meeting,/and shall be divided among thfem in such proportion ..and'in such manner as the Directors shall determine, or.in default of determination equally. A resolution of the. .majority of'-the Directors to forego or postpone the receipt of'the whole or any part of their remuneration shall.bind all the Directors, and their remuneration shall be abated.of post-poned-accordingly. The Directors shall be entitled, to be paid by the Company their actual travelling expenses incurred on tho Company's business. AIL reports referred to jil this: prospectus, copies of the Memorandum ond Articles of Association of the Company and of the contracts herein referred to and of all other material contracts (particulars of which are given in-the' following schedule) can be inspected at the offlce'of .Messrs. Williams, Hunt and Co., Accountants, Wellington, during business hours (excepting the original of the contract with the 'Whangarei Borough Council, which may be inspected at the offices of Messrs. Steadman and Rishworth, Solicitors, Whangarei). SCHEDULE OF CONTRACTS. 24th August, 1910—Harriet Sarah Phillips, Joseph Herbert--Phillips and Dane Manson Greer; Option of purchase of Tikorangi property. 24th February, 1912—Mary Ann Smeaton, Robert Thompson, Joseph Herbert Phillips, Harriet Sarah Phillips, and Dane Manson Greer; extension of above option. 23rd August, 1912— MaTy Ann Smeaton, Herbert Thompson, Joseph Herbert Phillips, Harriet Sarah Phillips, and Dane Hanson. Gfeer; extension of above Option. 2nd November, 1912—'Joseph Herbert Phillips, Harriet Sarah Phillips, Mary Ann Smeaton, . arid Robert Thompson, of the first part; Dane-Manson Greer, of the second part; Edmund Campbell Purdie, of the third part; and Ernest William Hunt, of the fourth part; contract giving the Company the benefit of the above option, and for conveyance of Tikorangi property on payment of purchase-money by the Syndicate. 2nd November, 1910—Herbert Elvin Hewlett and Dane Manson Greer; option of purchase'of Te Mata Point.pro-' perty. Ist May, : 1911—Herbert Elvin Hewlett and Dane' Man-, son Greer; extension of above oution. 2nd November, 1911— Herbert Elvin Hewlett and Dane Manson Green; extension of above'', option. 28th October, 1912— Herbert Elvin Hewlett, of the first part; Dane Manson Greer, ■of the second part; Edmund Campbell Purdie, of the third part; and Ernest William Hunt, of the fourth part; contract for the sal© and purchase, of Te Mata Point property, and for conveyance to the Company; 9th July, 1912—The -Mayor, Councillors, and Burgesses of the Borough of Whangarei,. and-the Dominion Portland Cement Company of New Zealand, Limited {executed under tho Seal of;the Corporation)';.contract for the supply ofelectris energy. 2nd November, 1912—-Ernest William Hunt, as Agent for the Company, and William James Wilson; contract.Of engagement as Works' Manager .for five years.. Applications for shares should lie mode on the form accompanying tbis prospectus, and may be lodged with any branch or office of the Bank of New South Wiles, or Secretary of the' Company, together with tho amount per share payable on'application. If no allotment is made on amy'application the deposit will be -returned-in full and if the number of shares allotted on any application is less than the number applied for tho balance of application money will ba.applied in reduction of the allottee's future liability on the shares allotted. As, the minimum subscription must bo allotted within ninety days aft9r the first issue of this prospectus the subscription list'will close on or before the fourteenth, day of December next. .". This prospectus has been duly filed with the Registrar of Companies. SIDNEY J. NATHAN U, SBATON RHODES CLAUDE SLACK H. B. WILLIAMS NATHANIEL WILSON Dated thisSßT.cnth day of November! 1912,