Page 10 Advertisements Column 3

Waikato Times, Volume 122, Issue 20500, 17 May 1938, Page 10

A Copy of the Prospectus has been filed with the Registrar of Companies at Wellington for registration bn the 16th day of May, 19SS. NOW OFFERED FOR PUBLIC SUBSCRIPTION 6/. CUM. PREFERENCE SHARES 250,000 of £1 each at Par TODD MOTORS CORPORATION LIMITED (Incorporated under Part 2 of "The Companies Act, 1933"fc f Divided into 500,000 Ordinary Shares of 10/-each 'W%' r. £250,000 SHARE CAPITAL £500.000 ! and 250,000 6% Cum. Pref. Shares of £1 each .. £250,000 The 500,000 Ordinary Shares are to be allotted in part payment for the assets to be acquired as ._. - _ _ hereinafter mentioned.

DIRECTORS: CHARLES TODD, of Wellington, Merchant, Chairman. EDWIN PERCY YALDWYN, of Wellington, Retired Bank Manager. (Formerly Manager and Attorney for New Zealand of the Commercial Bank of Australia (Ltd.) and Chairman (1934 and 1935) of the Associated Banks of New Zealand.) JOHN MOODY ALBERT ILOTT, of Wellington, Company Director. (Govejniug Director. J. Ilott Limited; Chairman of Directors. Golden Bay Cement Co., Ltd.: Local Director, National Mutual Life Association of Australasia Ltd.; Director, McKenzie's Department Stores Ltd.) CHARLES PATRICK TODD, of Wellington, Company Director. DESMOND HENRY TODD, of Wellington, Company Director. BRYAN JAMES TODD, of Wellington, Company Director. ANDREW TODD, of Wellington, Company Director. Secretary j ALLAN HARRIS, Company Secretary, Wellington. Bankers: THE NATIONAL BANK OF NEW ZEALAND LIMITED, Wellington. Solicitors: MORISON. SPRATT, MORISON AND TAYLOR, 154 Featherston St., Wellington, C.l. Auditors: ERNEST HUNT, TURNER AND HESLOP, 127 Featherston Street, Wellington, C.l. Organising Company: FINANCIAL SERVICES LIMITED (instructed and directed by John S. Bajrton, % C.M.G.), Bethune’s Building. Featherston Street, Wellington, C.L Registered Office: 110-110 COURTENAY PLACE, WELLINGTON, CA ■will be in full control of both operating companies. The purpose of the formation of this Company is firstly in effect to convert a family concern into a Public Limited Liability Company, as the business has reached a stage where it is deemed desirable to broaden its proprietary base and put it on a permanent share footing bv offering shares for public subscription, and by having the shares listed on the Stock Exchange. Secondly, It is designed to secure throughout the Dominion the support that may naturally be expected to associate itself with a proprietary interest in the Company and its prospects. TERMS OF PURCHASE. —The total consideration for the purchase as at 31st March, 1938, is £500,00" * -- ‘ -• j as fully paid a; of the respects 1938. The posi accounts by the two operating Companies and the consequent ascertainment of profits up to the 31st March. 1935. The profits thus ascertained are for a period of 12 months in the case of Todd Motor Industries Limited, and for 6 months in tihe case ©f Todd Motors Limited. SPECIAL PROVISIONS FOR PREFERENCE SHAREHOLDERS—(a) A CAPITAL RESERVE ACCOUNT; The purchase of shares by the new Company is to be made on the basis of the in the business of the aforementioned profits and the assets representing them. No dividend is being paid by either of the operating Companies out of the profits as at 31st March, 1938. In the books of the operating Companies the total sum of 4274,173, being the whole of the net profits of both operating Companies as at that date, subject to income tax, will be transferred to a Capital Reserve Account to record and preserve this basis. (b) A PREFERENCE DIVIDEND EQUALISATION ACCOUNT: The Vendors of the shares, who are the holders of the ordinary shares In the new Company, have agreed that the first profits of the new Company available for dividend shall be appropriated before any dividend is paid on the ordinary shares in the new Company as follows: (1) Payment of 6% Preference Dividend. (2) Transfer to a Preference Dividend Equalisation Account £15,000. Thereafter further annual transfers of profits to the Preference Dividend Equalisation Account are to be made in priority to Ordinary Dividends until the sum of £30,000 In all has been so credited to Preference Dividend Equalisation Account. It should be noted also that the brokerage agreement provides that all the preliminary expenses of and incidental to the promotion of the new Company shall be borne and paid by Todd Motors Limited. HISTORY.—Todd Motors Limited and Todd Motor Industries Limited are private Limited Liability Companies, the shares of which are as indicated above owned by Mr. Charles Todd and members of his family. The business was established In 1892 as a partnership trading as Todd Bros. & Co., In Central Otago, and later converted into Todd Bros. Limited. It commenced business as Wool Merchants, Stock and Station Agents, and a Motor Car Department was added in 1912. Retail agencies were secured and garages established in several towns. In 1923 the Motor Car Department was reorganised as an Independent private partnership trading as Todd Motor Company, converting its activities from a retailing agency into a wholesale importing and distributing house. This business again was incorporated as a Private Limited Liability Company in 1931 and is now known as Todd Motors Limited with a share capital of £165.000. In 1924 the partnership had secured the distributing franchise for New Zealand from the Chrysler Corporation of U.S.A. and Canada, now comprising Chrysler, De Soto, Plymouth cars and Fargo trucks In 1931 it acquired from Rootes Ltd. (England) the franchise for New Zealand for their products, which to-day comprise Humber, Hillman and Talbot cars and Commer and Karrier trucks. These franchises are now all held by Todd Motors Limited. These contracts do not contain any stipulation binding the Importers to take a minimum number of vehicles per annum or to continue to take these vehicles for any fixed period, or, on the other hand, any stipulation by the Importers for a fixed term. Arrangements are. instead, founded on the basis of confidence confirmed by mutually satisfactory results of an expanding business over the periods above mentioned, covering fourteen years in one case and seven in the other. A fundamental change was made In March. 1935. by the formation of Todd Motor Industries Limited, which erected an Assembly Plant for assembling motor vehicles In Pet one, Wellington. Since then the motor vehicles have been imported in an unassembled (classified by the Customs Department as “C.K.D.”) condition, gaining the benefit of lower freights and a preferential tariff rate, and thus firstly, achieving the most favourable basis for the importation of vehicles, and secondly, adding a useful unit to the secondary industries of the Dominion. The working alliance of Todd Motors Limited and Todd Motor Industries Limited constitutes one of three organisations in New Zealand that undertake the importing and assembling of both English and American C.K.D. vehicles and their distribution throughout New Zealaud. The Todd Organisation Is the only fully New Zealand owned and independent concern of this kind. In assessing the prospects of this undertaking It Is necessary to visualise and remember the place of the motor vehicle in modern transport. Trade condition* may change, trade fluctuation* may he unavoidable but motor tran*port is an integral feature of our economic life. Our trade, routes and the roads which servo ♦ hem. the layout and organisation of our industries and, to a large extent, the spread of our population are based on the possibilities of the motor vehicle and anticipate and depend on a continuance of its use. The Vendors are the members of the Todd family who hold the shares at present. Bv the above transaction they, as holders of practically the whole of the ordinary shares In the proposed new Company, will retain a substantial part of their interest in the whole undertaking. As a further indication of this intention they have entered into an agreement with the new Company to retain severally not less than 60 per cent, in ordinary shares for a minimum period of three years from the day of allotment and also they agree to take up any preference shares offered herewith to and not subscribed for by the public. The names and addresses of the Vendors of the said shares, which is the only property to be purchased by the new Company, are:— Todd. Wellingt Mary Todd. Wellington Kathleen Mary Todd, Wellington Moyra Patrick Todd. Wellington Phella Margaret Whyte, Welling 3.804 3.804 3.504 3.804 1.405 Purchase Price. d. 38,038 0 0 38.037 0 0 38.033 10 0 38.033 10 0 38.035 0 0 14.955 0 0 14.955 0 0 14.954 30 0 14.954 10 0 23,000 £250,000 0 0 COPIES OE PKOSPECTUS ON APPLICATION TO