99

H.—3o

Apart from well-equipped^freezing-works at Kaiti, Tokomaru Bay, and Hicks Bay, the company owns some fine stores in and around Gisborne, including brick and concrete wool and produce stores with up-to-date electrical appliances. 2,885,528 sheep. According to the official sheep returns the number of sheep in the counties served by the company last year was 2,885,528. With the steady development and progress of the East Coast the company has a very attractive future. The Gisborne Sheep-farmers' Frozen Meat and Mercantile Company (Limited). Head Office : Gisborne. Branches : Tolaga, Bay, Tokomaru Bay, Te Araroa, Hicks Bay. Particulars as required by the Companies Act, 1908. The business of the company is divided into "The Freezing Department" and "The Mercantile Department." The shares into which the company's capital is divided consists of freezing shares and mercantile shares. Holders of freezing shares are entitled to dividends only out of the Freezing Department of the company's business, and holders of mercantile shares are entitled to dividends only out of the Mercantile Department of the company's business, and are similarly limited with respect to the profits, reserves, and surplus assets of the two Departments on a winding-up. The freezing shares are subdivided as follows : Preference freezing shares, Hicks Bay freezing shares, and ordinary freezing shares. The holders of preference freezing shares are entitled to a fixed cumulative preferential dividend out of the profits of the Freezing Department at the rate of £6 per centum per annum, and are entitled on a winding-up to priority over the holders of ordinary freezing shares in payment of their capital out of the surplus assets of the Freezing Department, but in other respects have similar rights as the holders of ordinary freezing-shares. Hicks Bay freezing shares are subject to the rights, privileges, conditions, and limitations set out in an agreement dated the sth day of February, 1921. The mercantile shares are subdivided as follows : Preference mercantile shares and ordinary mercantile shares. The holders of preference mercantile shares are entitled to a fixed cumulative preferential dividend out of the profits of the Mercantile Department at the rate of £7 per centum per annum, and are entitled on a winding-up to priority over the holders of ordinary mercantile shares in payment of their capital out of the surplus assets of the Mercantile Department, but are not entitled to further participation in profits or assets or to any other rights or privileges, except that of voting that are attached to any other class of shares. The number of shares issued, agreed or intended to be issued, by the company as fully or partly paid-up otherwise than in cash is as follows :— (1.) In 1907, 36,426 shares of £1 each, credited as paid up to 10s. per share (distribution of accumulated profits). (2.) 15,239 shares of £1 each, credited as fully paid, issued to Messrs. Bennett and Williams and their nominees. (3.) 9,738 freezing shares of £1 each, credited as fully paid, and 227,227 mercantile share of £1 each, credited as paid up to 10s. per share, pursuant to a special resolution passed 19th February, 1921, confirmed 9th March, 1921, for the distribution and capitalization of reserves out of profits and accumulated profits slightly in excess of £123,352. (4.) 1,000 mercantile shares, credited as fully paid, issued to George Kirk, pursuant to an agreement for sale and purchase between the said George Kirk and the company on the 11th August, 1920. (5.) 130,422 freezing shares of £1 each, whereof 15,000 are to be issued as fully paid, and 115,422 to be issued credited as paid up to 16s. per share, pursuant to an agreement between the company of the first part, the Tokomaru Sheep-farmers' Freezing Company (Limited) of the second part, and th° ■ New Zealand Shipping Company (Limited) of the third part. (6.) 5,364 preference mercantile shares of £1 each, credited as fully paid, and 45,792 ordinary mercantile shares of £1 each, credited as paid up to 10s. per share, pursuant to a (provisional) agreement for amalgamation made between the company and other companies in so far as the Gisborne Farmers Co-operative Company (Limited) is concerned. The company has acquired the businesses and assets of the following companies : — (1.) The Tokomaru Sheep-farmers' Freezing Company (Limited), paying no cash, but issuing the fully and partly paid freezing shares mentioned in clause (5) of the last preceding paragraph. (2.) The Gisborne Farmers' Co-operative Company (Limited), paying no cash, but issuing fully paid preference mercantile shares and the partly paid ordinary mercantile shares mentioned in clause (6) of the last preceding paragraph. By the acquisition by the company of the businesses and assets of the Tokomaru Sheep-farmers Freezing Company (Limited) and the Gisborne Farmers' Co-operative Company (Limited), and after completion of the distribution of reserves, it is anticipated that the issued capital of the company will be (approximately) as follows : — Subscribed. £ Ordinary freezing shares .. . . .. . . .. .. .. 292,466 Preference freezing shares .. .. .. .. . . .. .. 10,000 Hicks Bay freezing shares . . .. .. .. .. .. .. 45,163 Ordinary mercantile shares .. .. .. .. . . .. .. 284,143 Preference mercantile shares .. .. .. .. .. .. .. 5,364 £637,136 Paid-up. £ s. d. Ordinary freezing shares .. .. .. .. .. .. .. 231,904 17 0 Preference freezing shares .. .. .. .. .. .. .. 5,000 0 0 Hicks Bay freezing shares .. .. .. .. .. . . 13, 103 0 6 Ordinary mercantile shares .. .. .. .. .. .. 140,382 12 6 Preference mercantile shares .. .. .. .. .. .. 5,364 0 0 Total .. .. .. .. .. .. .. £395,754 10 0 No payment is being made for good will under the last-mentioned agreements. The only material contracts are; — (1.) Agreement dated the 18th July, 1919, and made between Charles John Bennett and Henry Williams of the one part and the company of the other part. (2.) Agreement dated 11th August, 1920, and made between George Kirk and the company.