TARANAKI PETROLEUM CO.

Taranaki Daily News, Volume LII, Issue 292, 19 January 1910, Page 7

TARANAKI PETROLEUM CO.

CIRCI'LARS TO .SHAREHOLDERS. The adji.ur.icd nu'i'tiir," of tlu> Taranaki Petroleum Coinpan. laiie-, p.ate 1,11 till! 24t1l ill'-l. T III! ItllloWlilL! •. ii'ai I.i have been t'orwa rded 10 «iiiarmol;UTa n»* the parties interested: To the shareholders. Taranaki l'tu-j----k'lini Co., Ltd. « New Plymouth, Uth January, 1310. With my last icucr 10 me imuiuui llera.u -.iv. v.ii a.... ... fcd my i<.iii»nV4.a. tight :u y.,;:r interests and 2uv i ..id the duty now devolves upon you..,elves of seeing iii.it good, sound business men are elected to rhe new board of directors. The matter is entirely in your own liaiuls; ii yuu are satisfied with the management of the last three years, return the prusen~ "Board; they will probably do as well as in the past, but it' not satisfied, and 1 venture co iliink that not many are, then either attend the meeting i.f the 24th inst. or at once send your proxies to those you can trust to at least endeavor to put matters upon a sounder footing. Delays are dang-srous, for, in my opinion, liquidation is within a measurable distance. 1 sincerely inank all those who have so heartily supported me both by proxies and other means, in what has 'been far from a pleasant ta*K, but 1 viewed it in the light of a duty that I could not shirk.—lours faithfully, D. BERRY.

To the shareholders, Taranaki Pea> leum Co., Ltd. ,

As wc have already circularised the whole of the shareholders, and sent the newspaper report, as well as a letter from Sir. Beny, contained in the same paper, to all those who honored us witn their proxies, this is simply to warn you. as shareholders, that, owing to our feeing unable to get our alternative proposition put to a vote, or to obtain a poll thereon, the present directors succeeded in carrying a' resolution securing an adjournment of the meeting until 24th January, 1010. iour proxies, sent co us, will hold good for such adjournal meeting, but can be revoked by you s.t any time previously it you wish, but this is to caution you that they have avowed their intention 0? trying to induce vou 0 do so. If a fair statement of the facts were likely to be put oefore the shareholders, we would he the last to complain, but we are aware that j such will not be the case. We have already achieved our main purpose, which was to secure the appointment of a new manager, at a mucii more reasonable salary. What remains to, be done is to appoint r. board of directors, who, by strict economy in the management m the affairs of the company, will ensure the best chance o? obtaining satisfactory results from the limited amount oi capital which still remains to be called. We realise that, should the present funds become exhausted, there are many shareholders who would have to drop out upon a reconstruction, and our endeavor would be to put men upon the* directorate who would resist, as far .is possible, any attempt to hasten either a linuidatior. or a reconstruction. In our opinion, either course would be very undesirable, just when us that the prospect is very briH, and. indeed, equal to anything folnd on American fields. ■

Since writing the above, it has come to our knowledge that, while the whole seven director-; retire at the adjourned meeting on 24th January .%xt. yet only two can be re-elected, therefore an extraordinary general meeting will be called for th° same day.- This move is devised to kill our proxies, which are only eligible for the adjourned meeting, so that the present management can put in five directors who will, of course, out-vote any goo'd the two may do. For the purpose of counteracting this move, and to enable you to avoid being entirely disfranchised at the me»ti:ig, a nsw proxy form is attached. Please do not fill in the date of the meeting, as w-3 will do this when definitely known. The matter is now in your hands. We have no selfish aims, but simply seek to conserve the shareholders' interests We are ,etc. ;

D. BERRY. JAMES J. ELWIX. HICKAIAX F. RUSSELL. E. GILMOUR. JAMES WILSOX. New Plymouth, December 30th, 1909, To the shareholders, Taranaki Petroleum Co., Ltd. Fo r the information of all the shareholders who were not present at the annual meeting held on the 15th Xovember last, we issue this circular setting forth a few of the reasons why the annual meeting was adjourned till 24th January, 11)10, and tile necessity for calling an extraordinary general meeting of shareholders on the same date, a" you are uu doubt aware, Mr. Berry, who was chairman and practically managing director of your company from its formation to "May last, resigned his position through ulsagreenients with the company's then manager, Mr. Simpson,and his co-directors then 011 the board. After circulating and writing to the shareholders and living into print through the press. Air. Berry obtained support from a large number of shareholder.-, and succeeded in getting an extraordinary meeting oi the shareholders called by requisition on June last for the purpose of removing the whole of the directors and other ollicers of the company. Fortunately, or otherwise, he omitted, ill his notice enlivening (.lie nieeliiu;. f provide for the necessary power to reelect directors required oy the Articles of Association and the Companies Act. As a resuii a compromise was arranged with Mr. Berry and his friends by the then board oi directors whereby' four out ol the -even would immediately retire. Tiler.' were elected ill their stead Messrs Kiirv-weli and Craig, of Aneiiland. and Dr. Knight, of Wellington the fourth -e:'t to be given in Air. Berry annaier date. At" this time Air. Berry's ?troHgest argument against the iiianagenu-;;- iren-.raliy was the fact thaithe perforated casing of the Xo. 2 iio -e had been driven past the oil s'am. andhc~was prepared to guarantee, under r. penalty of C2 a day.'that he would win from that bore 110 less than twen'.v liarreN a day for a period of tveiitvfour days If given a fair trial. As from July iilird the manager, Air Simpson, was relieved of all responsibility in connection with Xo. 2 bore. Preparations were at onee put in band for Air. Berry',., trial. which began 011 September l-jr], and ended on October 11th. Four lumdi'ed and eighty barrels oi oil should have been produced during that period, but only 122 barrels were obtained. j n order that shareholders should Imve .some basis of comparison of oil produced from this bore we think it only r io-ht to say that from June 21st to July 24th

tlliv ,bore proil.. :;S1 1 ;;lr.•!- of ,)1!. Why .Mr. Berry I'ailed to produce a similar amount of oi! from 1 his bore when under his care is still awaiting explanation. A proper agreement "was entered into by Mr. Berry and your directors. As you are aware lie failed to win the quantity of oil which he had guaranteed, and when called upon to pay the agreed penalty of a da c, notwithstanding the fact that the dilators were prepared to recommend the annual meeting to refund the nnyiey to him. he ignored the claim for payment. It is impossible in a circular to detail al" particulars regard ins: th» 'disagreements which have occurred between"Mr. Berry and the directors, both resident and non - resident in New Plymouth, and in mentioning the above faets we only do so in order that shareholders may know the reason why Mr. Berry was not put on the directorate, and also that they may know our side of the | question. Mr. Berry ha vine dealt with 1 it so very fully, both by circular and through the press, trom "his own standpoint. It is advisable for every shareholder before handing over his or her ■proxy for the ordinary as we!! -is the extraordinary meeting to be held on •January 24t'B, Mil), to Sirs';, the views of the proxy-nolder regard in 2 the question at issue. A!: tli■? annual me-i----in<_', which was adjourned on November loth, Mr. Berry held an absolute majority of votes by proxies alone, which he had secured from outside shareholders and others who were acting under the belief that only such business as wouid come before the ordinar*.' meeting would be dealt with, namely, the election of two directors, auditors, and the adoption of the balance-sheet, reports, etc. Such, however, was not the case, for Mr. Berry having the balance of the voting- power 111 'nis hands wanted to remove practically the whole of the directors and elect his own uomiii"'s in their stead. Knowing that the ehareholdercs not present had no intention cf their proxies being used in such a 111 andirectors succeeded, by votes of those personally present, in adjourning the meeting till January 24th, in order- to give all shareholders ample time to be notified, to consider the position. to revoke any proxies already given, and to give fresh ones in their place if desired. In consideration of the meeting being adjourned and no that Mr. Berry's intentions could be dealt with straight out, the remaining five directors will voluntarily resign as at January 24th next, and their plac-js will require to be filled at the extraordinary meeting to be held after the adjourned general meeting of the same I date. Mr. Simpson, the manager of the company, whom Mr. Berry had desired to remove for some months, was called upon to resign his position—in fact, h# volunteered to resign, and took a fortnight's salary instead of a month's, which was due to him, as from the loth day of November last. Meantime, Mr. Keith, one of our drillers, has been put in temporary charge of the bores, and will remain in such position until relieved. We feel that it is unnecessary to i more than point out that all this bickering, which has been going 011 110 >v I since June last, at considerable cost to ] the company, has been caused solely j through Mr. Berry and his friends, and Ij; we thinlcTlfat it is advisable that all [i questions should be finally settled at i the next meeting, for apart altogether j from the cost the company has had 10 incur through all these meetings being | called, the operations of the company are being seriously hampered, valuable time wasted, and, above Till, feelings of distrust amongst the shareholders and public generally have been created. We trust, therefore, that you will give the matter the attention which it deserves, and will send your proxies to those shareholders who will use them in the general interests of the company, which it is our aim to promote. J. J. CRAIG, Chairman. C. E. BELLRTXGER, Deputy-Chairman. C. CARTER. P. X. KTXG SWELL. C. PRENDERGAST KXIGHT. H. OKEY. J. B. ROY.