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ILADIES' GOSSIP.

TIDE TABLE.

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IMEMORIAL TO MR. RHODES.

I TELEGRAPH MANUFACTURING…

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I TELEGRAPH MANUFACTURING CO, I I AMALGAMATION SCHEME. I I IMPORTANT MEETING. I An extraordinary general meeting of the Telegraph Manufacturing Company, Limited, was held at the Law Association Rooms, Cook- street, Liverpool, on Friday. Mr. J. Taylor pre- sided, and there were present Messrs. G. C. Taylor, J. S. Harmood Banner, Alexander, Barber, Griffiths, Smethurst, Robertson, L. Kay, Allen, Whalley, J. B. Harrison, J. Shaw, Barsley, Rudd, Wells, etc. The Chairman said he thought that meeting was the most important that had been called in connection with the company, and it was the first meeting at which no accounts were to be brought before the shareholders. The reason they were called together was the question of the proposed amalgamation, and therefore the only business to be considered was the resolution but before he proposed it, he would ask the solicitor to read the agreement, so that they might know exactly what they were dealing with. It appeared that the agreement bears the date 28th April, lb02, and is between John Brotherton, on behalf of the Telegraph Manufacturing Com- pany, Limited, called the vendor company, on the one part, and the British Insulated V\ ire Company, called the purchasing company, on the other part. The vendor company agree to sell, and the purchasing company agree to buy, the whole of the undertaking of the vendor company, except the sum of £1:¿,354 3s. 4d., which the vendor company retain. As part of the con- sideration of the sale, the purchasing company undertake to pay and discharge the debts, liabilities, and obligations of the vendor com- pany. A further part of the consideration is that the purchasing company agree to pay the costs for winding up the vendor company. As the residue of the consideration of the sale, the pur- chasing company is to pay to the vendor com- pany £ 400,000, to be satisfied by the allotment to the vendor company, or its nominees, of 20,000 fully paid preference shares, at E5 each, and 30,000 ordinary shares of B5 each, in the purchasing company. In the event of the vendor company passing a resolution for winding up, and also a resolution for a division among its shareholders of the assets in specie, then if a shareholder dissents, the agreement provides that his shares are to be sold, and if the proceeds are not sufficient to satisfy him, then the purchasing company is to pay up the deficiency. The preference and ordinary shares to be allotted to the vendor company are to rank with the other preference and ordinary shares of the purchasing company, and shall be entitled to the same rates of dividend as those paid on the other shares of the purchasing oompany. The sale takes effect as from the 31st December last, and is to be com- pleted on the 31st May. The purchasing com- pany pay all the costs of the agreement and the carrying of it into effect. The purchasing com- pany on completion of the purchase are to appoint Messrs. Harmood Banner, G. C. Taylor, and J. Taylor three directors of the vendor com- pany, to be directors of the purchasing company. On completion of the agreement, the purchasing company are to undertake the necessary steps to change the name of the purchasing company into one embodying the distinctive features of the two companies. The name is to be settled by Mr. Muspratt, chairman of the British Insulated Wire Company, and Mr. James Taylor, chairman of the Telegraph Manufacturing Company. At the conclusion of the reading of the agreement, the Chairman said that although the agreement stated the terms of the amalgamation, it did not state the advantages which would accrue to the shareholders of the Telegraph Manu- facturing Company. It had been evident to them for some considerable time that competi- tion had been increasing, and that if the profits were to be maintained they must increase the turnover. If they entered into the business of making rolled cables there would be still greater competition created than there had been pre- viously, and pi-iccs in their (the directors') opinion were bound to increase. There was the probability that the working expenses would consequently increase. After a lot of considera- tion the directors came to the conclusion that it would be better to enter into partnership with a firm doing that class of work, than to enter into competition. The biggest competitor in the work undertaken by the Telegraph Manu- facturing Company was joining hands also. By joining with the British Insulated Wire Company their interests became mutual. The British Insulated Wire Company, as stated by the chair- man at the last meeting, did not have as good a year as one could have wished, but from the figures for the last month, submitted to the pre-ent company, it was seen that they were doing a largely increased trade. The cable-making plant had been got to work snce tho agreement was submitted. He did not think they could expect much for the first year, but he hoped the concern would work smoothly after that time, and he could see that a great advantage would accrue to both firms. More especially would that happen with regard to the foreign trade. In South Africa, where trade was reviving, they were knocking at each other's heads and lessen- ing profits. This amalgamation would prevent a severe competition, which would undoubtedly have arrived in the near future. He had been a worker for the company, and he claimed to know the business from beginning to end. What had been done was for the benefit. of the shareholders, who, he said, would not be deserted. The directors intended to give the whole of their time to the interests of the firm. Last year a new factory was being erected for the making of switchboards and the instrument work. Other towns in England were going in for that kind of work, but the work in Portsmouth, Tunbridge Wells, and Glasgow had been secured by the company. The British Insulated Wire Company secured the cable work, which was a very heavy item. The amalgamation would put them in the position of carrying on the telephone industry from beginning to end, and, if necessary, of running the exchanges for the town councils. He then moved the following resolution:—"That the provisional agreement dated the 28th day of April, 1902. and made between John Brotherton on behalf of this company of the one part, and the British Insulated Wire Company, Limited, of the other part (being an agreement for the sale of the undertaking of this company to the British Insulated Wire Company, Limited), be. and the ,,anie is hereby ratified and confirmed, and that the directors be and are hereby authorised to affix this company's seal thereto in token of such ratification and confirmation, and to carry the same into effect with such (if any) modifications 111 the details thereof as they may think fit to assent to." Mr. Harmood Banner seconded. He said the question of amalgamating with the British Insulated Wire Company had had the very care'til consideration of the directors. Mr. laylor and his co-directors had looked into the matter very carefully, and satisfied themselves with regard to the manufacturing possibilities. Ine directors were satisfied, subject to certain conditions, ail of which had been complied with, with regard to the financial position of the pur- chasing company. Then they had to consider the terms. He could say that the terms first offered were by no means like the terms which hud now been obtained. At that time the shares of the British Insulated W ire Company were considerably higher than they were now. Of course the first thing the directors desired to do was to give the shareholders all equal income, by giving them six shares for five, and a very good return at the present price on shares held by the shareholders. The directors were con- vinced they were doing the wisess thimg in amalgamating. The resolution was carried unanimously and a vote of thanks accorded to the chairman.

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