Page 4 Advertisements Column 4

Taranaki Daily News, 4 August 1920, Page 4

NEWTON LIMITED. CAPITAL Divided inte 256,089 Ordinary Shares of £1 each, and 256,830 Preference Shares of £1 each. Issue »f 125,099 PREFERENCE SHARES and 70,999 ©RBINARY BHARES, payable 2$ Sri per Sharein Aepltoatien, 2s 6d per Share en Allotment, and the balance in calls net exoaadiitg 5s per Bhare , at intervals ef net lees than ene tner.th. DIRECTORBI NEKTON KING, of New Plymouth, Merchant. STANLEY WAKEFIELD SHAW, of New Plymouth, Merchant, FRED WATSON, of New Plymouth, Shipping Manager. WILLIAM HEALY, ef New Plymouth, Merchant.' ELIOT MILLAR KING, of New Plymouth, Business Manager. JAMES HENRY ASHTON, of Stratford, Motor Superintendent. All ef whom will hold e»c« utttil the Ordinary, General Meeting of the Company in the year 1922. ' HAROLD E. ABRAHAM, of Stratford, Business Manager, who is temporarily absent from the Dominion, will join the Board upon his return. •ANKERS: THE BANK OP NEW ZEALAND. FRATER BROS., Queen Street, Auckland. 6. A. B¥TTLE & C©., Victoria Arcade, Auckland. S. GEORGE NATHAN & CO., Customhouse Quay, Wellington, J. S. S. MEDLEY, Egmont Street, New Plymouth. !ffATKINS, HTJLL, HWNT ,& WHEELER, Publio Accountants ' Auditors, Wellington. SECRETARY; ~ G. M.'KEBBELL, New Plymouth. The Company has been formed to acquire as a going concern the business previously carried oh in the Taranaki District by Mr. Newton King. The business has been acquired of the Company on the basis ef the stock-in-trade and other assets and liabilities as they-existed en the 30 th. April, 1920, but there is excepted from the sale a proportionate part of the current year's profits as from Ist May, 1920, to the 31st day of July, 1920, when the agreement for sale between Mr. King and the Company was executed. The excess of assets acquired by the Company over liabilities undertaken, according to a balance sheet prepared as at the 30th April, 1920, is £329,354 9s 9d, made up as follows: Properties, Buildings and Cattle Yards Stationery and Office Furniture ... (These items have been valued by independent valuers at £82,566 7s 7d.) Stock-in-trade ... * ... Working Plant, Fittings and Motor Cars used in business ; (These items have been valued by Departmental Managers who are applying for Ordinary. Shares.) < Book Debts and Bills in hand (Guaranteed by Mr. King as hereinafter mentioned.) Cash, Stamps and Insurances etc. unexpired ... Goodwill (payable to Newton King as vendor) ... The total liabilities amount to £ s. d. 73,072 0 0 4,052 7 7 539,002 16 0 i 209,648 6 3 In addition to the above-mentioned liabilities, the Company takes o»« a contingent liability on account of bills under discount, but guaranteed by Mr. King as hereinafter mentioned. The Company also takes over, (subject to the consent of the principals) several valuable agencies held by Mr. King. The book and other debts—as well as bills under discount—are guaranteed by Mr. King for the period of one year, at the expiration of which period the Company is to make its'claims in respect of bad and doubtful debts (if any), and the claims have to be adjusted and, in the event of dispute, settled by arbitration. •■ The consideration payable by the Company to Mr. King as abovementioned, namely, £329,354 9s 9d, is payable as follows : (a) As to £130,000 by the allotment to Mr. King or his nominees of Ordinary Shares in the capital of the Company credited as fully paid up. (b) As 1 to the sum of £50,000 by the allotment to Mr. King or his nominees of 50,000 fully paid up Preference Shares in the capital of the Company. i (c) The balance is payable in cash with interest at the rate of £6 10s per centum per annum on the portions thereof for the time being outstanding. The Company has agreed to reduce the cash consideration to Mr, King by sums of not less than £20,000 per annum. Mr. King has agreed, if so long required bv the Company, to hold for the period of not less than three years' the positions of Managing Director and General Manager of the Company at a salary of £I2OO per annum. The Preference Shares will confer on the holders the right to a fixed stimulative preferential dividend at the rate of £6 18s per centum.per annum (free of all income-tax payable by the Company) on the capital for the tufie being paid up thereon, and will rank both as regards dividend and capital in priority 1o the Ordinary Shares, but wiH not confer on the holders any right to further participation in the profits of the Company or in the,surplus assets on a winding-up. Nor will the Preference Shares confer any voting power except on proposals to increase or reduce the capital or wind up the Company or to sanction the sale of the undertaking of the Company or on matters directly affecting the privileges of the holders as a class or unless the dividend on the Preference Shares iB in'arrear for more than three calendar months; and where the holders of Preference Shares are entitled to vote each holder will have one vote for every complete number of five shares held. Tie "Minimum Subscription" on which the Directors may proceed to allot-' ment is 50$Q0 contributing shares,. It is proposed to proceed to allotment as soon as the minimum subscription has been subscribed. The material contract affecting the Company is the contract or "agreement between Mr. Newton King as Vendor and the Company for the sale and purchase of the business undertaking and assets hereinbefore referred to) This contract is dated 'the 31st day of July, 1920. !■ Mr. Newton King is the promoter of the Company and is interested in the promotion of the Company to the extent of his interests as vendor, and as a shareholder in and Managing Director of, the Company. .No other persons are interested in the promotion of the Company. The preliminary expenses of and incidental to the formation and establishment of the Company are estimated at £IOOO and will be borne by the Company. This amount does not include ad valorem duty on the transfer to the Company of the lands taken over by the Company; nor does it include brokerage. The Company will pay a commission at the rate of not exceeding '3J per cent, to the Brokers on all shares of which they procure the subscription. The qualification of a DireetorV the holding of ordinary or preference ihares 1 of the nominal value of £SOO. Each of the Directors is entitled to remuneration at the rate of £2OO per annum, and the Chairman of Directors (if any) to an additional £SO per annum, and such further remuneration (if any)' as the Company in general meeting shall from time to time 1 determine, but no Director who holds any other office or place of profit in the Company "(and for this purpose the position of Managing Director shall be deemed to be another office or place of profit) shall be entitled to be paid the fixed sums mentioned in the first part of this clause or any part thereof, but he shall be entitled (if the Directors shall so determine) to share in any further remuneration determined upon or voted by a general meeting as aforesaid. A printed copy of the Memorandum ami Articles of Association of,the Company and a copy of the above-mentioned material contract can be inspected at the office of the Company in New Plymouth, or at the office of any of the Oorapany's Brokers during ordinary business hour.* while the subscription list is open. Copies of the prospectus (which has been filed for registration) and forms of application for Preference Shares or Ordinary Shares, may be had at the offices of the Company or from the Bankers or Brokers of the Company. Applications for Shares (Preferanoe or Ordinary) should be made upon the appropriate forms accompanying the Prospectus, and may-be sent to the Bank of, New Zealand, New Plymouth, or to any of the branches of the said Bank, together with the amount payable on application, or through any Broker of the Comply, or direct to the Company's office. The Subscription List will close en or before 31st August, 1920. No applications for less than 50 Shares will be entertained. Dated the 31st day of July, 1920,