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NEW ISSUE. ——————— ii ■ -• The special permission of the Committee of the Stock Exchango for dealing in those Shares after allotment has been applied for. This iseue is made under License of His M a.jesty's Treasury under Defence of the Realm Regulation 3IJ F. dated, the 16th October, 1919, hut it must be distinctly nnderstood that in granting such License the Treasury does not thereby take any responsi- bility for the financial soundness of the proposal or for the correctness of any of the statements made or opinions ex- pressed with regard t<- it. THE SUBSCRIPTION LIST WILL OPEN ON MONDAY, THE 3rd DAY OF NOVEMBER, 1919. A COPY OF THIS PROSPECTUS HAS BEEN FILED WITH THE REGISTRAR OF COMPANIES. SCOTTISH. AMERICAN OIL AND TRANSPORT COMPANY, LIMITED. (Incorporated under the Companies Acts, 1938 to 1917). • SHARE CAPITAL. £5,000,000, DIVIDED INTO 5,000,000 SHARES OF El EACH. Issue of 1,500.000 Shares of il each at par, Payable as follows:— 2/6 per Share on Application, 2/6 per Share no Allotment, 7/6 per Share on the 29th day of November, 1919, 7/6 per Share on the 29th day of December, 1919. 11 0 0 The purchase price will, as provided for in Contract No. 1, be satisfied by the allotment of 2:000,000 fully paid Shares in this Company, the whole of the present issue (less expenses) being available for the general purposes of the Company. Of the 1,500,000 Shares underwritten as mentioned below sub-underwriters have asked for firm allotments of upwards of 400,000 Shares. DIRECTORS. HOWARD CHAPLIN BACK* (Back & Manson), Merchant and Insurance Broker, Egypt House, New Broad Street, London, E.C.Z. THOMAS JOSEPH. CALLAGHAN (Chairman of L. Gueret, Limited, Director of Barry Railway Company, Director of Consoli- dated Cambrian, Limited), Cambrian Buildings, Cardiff. Sir GILBERT HENRY CLAUGHTON, Bart., Chairman of the London and North Western Railway Company, The Priory, Dudley, Wor( *aters hire. CoL JOHN McAUSLAND DENNY, O.B. (Doputy-Chrcirman of Wm. Denny & Broe., Limited, Director of the Caledonian Railway Company), Leven Shipyard, Dumbarton. Company) GANAITL (President Southern Oil & Transport Corporation), 120, Broadway, New York, and 5, Evelyn Mansions, Carlisle Place, London, S.W.I. JOHN STEVENSON HAMILTON (Director of L. Gueret, Limited), 34, Lime Street, London, E.C.3. BANKERS- BARCLAYS BAlSTv LIMITED, Head Office, 54, Lombard Street, London. E.C.3, and branches. CO'MMERCIAL BANK OF SCOTLAND, LIMITED, Head Office, George Street, Edinburgh, and 62, Lombard Street, London, E.C.3, and other branches. BROKERS. LINTON CLARKE & CO., Pinners Hall, London, E.C.2. PERCY POWELL, 132. Bute Street, Cardiff. SOLICITORS. GRUNDY, KERSHAW, SAMSON & CO., 6. Austin Friars, London, E.C.2. CONSULTING ENCINEERS. A. BEEBY THOMPSON & PARTNERS. 18, St. Swithin's Lane, London, E.C.4. AUDITORS. ALFRED TONGUE & CO., 13, St. Ann Street, Manchester, and 34, Wt George Street, Glasgow. ALFRED TONGUE & CO., S13E, CRETARY AND REGISTERED OFFICE. I THOMAS FORD, 34. Lime Street, London, E.C.3. PROSPECTUS. The Company has been formed for tho objects mentiond in its Mmorandum of Association and particularly for the purpose Of acquiring Common Stock of Southern Oil & Transport Corporation (hereinafter called the Corporation) registered under the Laws of the State of Delaware, U.S.A.  ^a ^pntioned ?n Contract 1 below the Company has agreed to acquire 550,000 Shares of Common Stock of $10 each of the a e o n Con  -act ?.r?or?ion for 2000.000 fully paid Shares of the Company. The authorised capital of the Corporition M <<25.0M.OOO. divided into 50 000 8 per cent. Cumulative Preferred Shares of $100 each and 2,000,000 Shares of Common Stock of $10 each, of which 10,000 Preferred Shares and 968,294 Shares of Common Stock have been issued. The Company proposes out of the proceeds of the present issue to establish transp.ort f, acu..l.t.i. es and stAorage and distribution statiom at favourable trade points throughout the Western Hemisphere, to erect refineries, and to develop the production and sale of oil as well as to afford the Corporation facilities for the export of its oil from Mexico. PROPERTY OF SOUTHERN OIL & TRANSPORT CORPORATION. ( The Corporation owns the proportions stated below of the issued Stock of the following subsidiary Companies:— Scottish-Mexican Oil Company, Limited, between 99 and 100 per cent. Sunset Fuel Oil Company. 77 per cent. Tami/ieo Navigation CoTlipally 73 per cent. Tank Ship Building Corporation, 97 per cent. And the Corporation owns 40 per cent. and the Scottish-Mexican Oil Company, Limited, holds 60 per cent. of the capital of the Tal-vez Oil PI1 'T TheCorporaSon also owns half of the i?ued Stock of the Producers Terminal Corporation, the remaning half interest being held bv the Atlntic Refining Compai;y. ?? £ 7 ^obsidtaries ??Corpora?n are well established in the various branches of production, local transportation and j-c.v,tinn of petroleum from the Panuco District in Mexico, and the two nrst mentioned between them own Leases of some z£ 0001 aiit of well selected oil lands in the P?nuco River District upon which a. production of about 10,000 barrels daily has been reached from o small amount 01 development. n 1'1 c Talllpico a"igatiol1 Company owns -n fee a further 5,090 acres of oil lands in the same district. y I ?Canahl who is the President of thH Corporation, states that the Corporation, through its subsidiaries, controls:- 1 r'À mpicte transportation system on the Panuco Hiver from the Panuco Oil ?jdds to Tampico. coneisting of oil barges and tugs with an estimated capacity of 8,000,000 barrels down river per annum, in connection with which a profitable and expanding buMne?s is done in the transportation of oil for other companies. rr?.tw?e transportation facilities for moving ?,OM barrels per month between Tampico and Aran&a? Pass, Texas, which ?r?itv can be doubled at relatively small expense.. 3 Valuable terminal property at Aransas Pass, Texas,, including storage facilities for 30,000 barrels of oil; eite for Refinery and 4 A Shipbuilding Company at Newburgh on the Hudson River a short distance from New York which is at present profit- ably employed in building email tank steamers for the U.S. Navy and owns a yard well adapted for the construction of floating equipment required by the Corporation, which can easily be extended for th" construction of large tankers. bel that the Corporation in conjunction with the Atlantic Refining Company controls favourably located docks and itorage facilities at Tainpio (held in equal ownership with the Atlantic Refining Co. with tank storage capacity for 220,000 barrels and full equipment of pumps, etc., for loading tankers at the rate of 6.000 barrels per hour. The production capacity of the Corporation's wells now in operation was ganged by David Fleming. Engineer, of Tampico (Mexico) and Chatanooga, Tennes&e, at approximately 10.000 barrels per day, as reported by him on June 27th, 1918, of which capacity Mr. de Ganahl states only about one third was sold in 1918 owing to lack of transport, war conditions, etc. OIL RESERVES. The oil lands of the Corporation have been roported on in 19;6 by Messrs. Johnson and Huntley, of Pittsburg, Pa. The re- port states that in their opinion the Corporation will have no difficulty in maintaining a daily production of 25,000 barrels per day. lilhs folldwitiir letter has been received: 18. St. Swithin's Lane, London, E.O. 4. 29th October, 1919. To Scottish-American Oil and Transport Company, Limited, Dear Sirs. In response to your request we have critically read the reports an*, documents submitt.ed to us and from per- sonal and recent a-cquaintance with the Mexican Oilfield conditions we can cofirm many statements madje. Messrs. Johnston and Huntley, of Pittsburg, are personally known to us, and Mr. Huntley's intimate professional association with Mexican Oil ven- tures is well known. The present tested capacity of about 10,000 barrels daily from existing wells ensures an immediate substantial revenue which will be greatly increased when you have secured the transport which we understand you contemplate. The fleet of river barees and the storage and loading arrangements on the Tampico River are valuable a-wiuisiti-oris without which the export of oil impossible except at great sacrifice in favour of those possessing transport means Indeed, the main cause of the restricted Mexican exports is the eoarcit" of means of conveying oil from the fields to sea board. As regards the production of Mexican wells, the geological conditions of concentration in the largest fields are almost unique; well? tapping The main limestone source continuing to now naturally at pradwaTIy maximum Diitput go long as the oilfield continues productive. For this reason the cost of prod action is remarkably ?-?? I Yours f,3it,hftilly. loU1"S fT Si THOMPSON & PARTNERS. r???iin snuatter? taJdng advantage of the present political conditions in Mexico, have sunk a well 'on a 17-acre lot be- ?T«.? to a subsidiarv of the Corporation, and it is alleged that they have struck a flow of oil therefrom of 30.000 to 40,000 barrels ?f J? pé-r day Legal and diplomatic action is being taken to protect the interests of the Corporation, and this (combined with ti fa?t that it is confidently believed no ?sponsiMe company will either buy or transport the oil from this well from the m? atters) should result in a. manner entirely satisfactory to the Corporation. DEVELOPMENTS. Tbe Corporation has in progress the expenditure of approximately £ 250,000 of its own funds on further developments of the oil fields and'on additions to the transportation and terminal facilities, etc., in Mexico. 'Negotiations are in progress for the purchase bv this Company of tank ships with a total dead weight capacity of over VI ftoo tons delivery beginning early in 1920. ? To ensure the satisfactory sale of the oil in various foreign countries, the Company has secured the co-operation of L. Gueret, I imited of Cardiff, London, Swansea. Newport. Newcastle, and Glasgow (one of the largest firms of coal exporters and ooalme- depot owners) who, by means of their subsidiary companies and their connections, will take charge of the selling of the oil in various foreign markete of the world. The following subsidiaries of L. Gueret, Limited, will take charge of the business in tho countries in which they are estab- lished. FRANCE. I-leisrs. Societe Generale de Ifouilles et Agglomeres. Paris, Tunsia, etc. ITALY Messrs. Societa Britanuico-Italiana Gueret. Genoa, etc. ARGENTINE Messrs. Anglo-Argentine C?al Co.. Limited. Buenos Ayres. BR?xfL Messrs Gneret's Anglo-Brazilian Coa'ing Co.. Limited. h)ode Janeiro, etc. BRAZIL Societe Algcrienne de Hoai!Ies et Agglomeres. AIgif-rs.ctc. ATAERIA.. Messrs. Societe Algerienne de Houiiles ct AggJomeres. Algiers, etc. URUGUAY.. Gueret's Anglo-Uruguayan Coa.ling Co., Limited. In otlie" countries' L Gueret. Limited will take care of the Company's interest by means of their old-established connections or bv the establishment of suitable organisations Heretofore L. Gueret. Limited, have supplied fuel for industrial and other in the form of coal. but they have now decided to employ their extensive orgpnisaLOII amongst consumers of fuel to the celling of oil as well as coal for the came, purposes. At the present moment coal cannot, he supplied hi the majority of foreign countries at a price which could possibly compete wit1; oil as a fu1 and it is clear that the world shortage in the supply of coal rececsitatee turning to oil as a fuel. The close connection of L. Gueret. Limited, witl the users of fuel will be of the greatest service to the Company. ESTIMATE OF PROFITS. The prospects may be gauged from the fact tha" the expenditure now proceeding and under immediate contemplation will, it is anticipated Dermic of the shipment, transport and profitable sale in Europe ar:41 similar markets of the present unsold oil production of the Corporation and the profit from such sales, at prevailing prices, together with the profits which are already Icine earne l by the Corporation either directly or through its subsidiary companies way be estimated to bring a revenue to the Oompanv equal to over 15 pet cent., on its issue.) capital. On the same basis when the whole of the present plans are com- pleted and refining and trading are freely proceeding, the revenue (assuming a total of only ZO,OUO barrels per day) should be more tha. i doubled. Tho following additional information is given in accordance witk the provisions of th > Companies (Consolidation) Act. 1908:— A eonv of the Memorandum of Association with the names, descriptions and addresses of tho signatories and the number of Shares subscribed for by them respectively is printI iu the fold of this Prospectus and forms part thereof. 'I'he A rtjcl of Association provide as follows a 70 The mialificati >a of a Director shall be the holding of 1,000 Shares in the Company. 71 Eael Director other than a Managing Director or a Director who shall be ueneral Manager of the Company and who is entitled to remuneration as such General Nianegei- shall be paid out of the fund of the Company by way of remuneration for L'ia services a sum calculated at the rate of 11,6'00 per annum with an additional sum at the rate of £ 1,000per annum for the Chairman. The Directors shall also be paid such further remuneration (It any) a« the Company in General Meeting shall from time to time de- termine and such further remuneration shall be divided among them in such proportion and manner as the Directors may deter- mine and in default of such determination withi-i th(, year equally. The Directors shall also be paid their troL-ielling and hotel eipenscs of attending and returning from Board aiUi Committee Meetings. 73. The Directors may do the toii.i'A ng things:- (B) Front time to time appoint one or ittore oi their njumber to be Managing Director or Managing Directors or to be General Manager or General Managei of th" Companfor such perioa on sucli terms as to remuneration and with such powcra ami authorities as they ueein ft. (E) Grant to any Director required to go abroad o? render any other extraordinary service such specixl remuaieration for the services rendered ùI3 they think propel r (1) Arrange that any business or branch of a business which this Company is authorised to carry on shall be carried on by means or through the agency of any subsidiary company o.- companies and on behalf of this Company enter into any arrangement with any > ucli sub -diar/ company for taking the profits and bearing thu losses of env bucineas or branch t-o carried on fur financing any v-uch subsidiary company c guaranteeing its liabilities or make any other arrange- ment which may seem to them desirable wit" reference to any business or branch so carried on and appoint remove and reaupoint any persons whether members of their own body or not to act as Director' or Managers of any such sub- sidiary company or any other company 1.1 which this Company is interested any may fix the remuneration of the per- sons so appointed which may be paid either wholly by a salary or commission or percentage on profits or turnover or partly by one means and partly by anot.be'- and may allow a Director of thir Company ■whilst acting as a Director of any other Company in which this Company is ii;tcieited 10 receufrom such (Jthe" coyiioti) and retain any remuneration approved by this company for so acting 77. A Director may hold any other office or employment under the Company except that of Auditor, an.l may act either personally or as a member of a Mm as Solicitor Accountant. Banker Broker, or Surveyor to the Company, or render any other services to the Company, and may receive remuneration nom tne Company fo' holding such office or employ- ment or for t'o acting or for rendering an 7,pitch service in addition to any remuneration payable to him as a Director. Tlio minimum subscription on which tho Cc.mparty may proceed to allotment is fixed by the Articles of Association at seven Share-A but as mentioned below the Shares now offered for subscription have been underwritte* The preliminary expenses, exclusive of the cost of underwriting and brokerage, af,. estimated at the sum of £ 36,000, and will be paid by the Company. The following Contract; have been entered int.o Agreement dated the 29th day of October 1919, between Char lee Francis de Ganahl, of 5, Evelyn Mansions, Carlisle PIa. i London S.W.. of tho 1st part The National Oii Company, cf Mexico, of 120,. Broadway New York, of the 2nd part, The R-?hbone Company of 120. Broadway. New York of the 3rd part. Lewis Emery. Junior of the City of Bradford, iH the Com.t? of McKean Pennsylvania, of the 4th part, Charles H. Rathbone of the City Countv and State of New York, of The 5th p3rt Christopher L. Ward, of Wilmington County of New Castle. tl the State of Delaware of the 6th i>nrt, Frank B. Church of WellsviUe. Allegany County New York of the 7th part, and the Company of the 8th part, whereby the parties of the Iir.C<ï: :2\en parts haw agreed to sell to the Company Shares- of Common Stock of Southern Oil and Transport, Corporation tor fully-paid Sha res Ll the Company a.s follows Name Shares of Common Stock Full-paid Shares in the Company sold. to be allotted in payment CHARLES FRANCIS de GANAHL 157.414 574,914 TF1 NATION \L OIL COMPANY 239.9M 871.029 THE RATHBONE COMPANY 81.91.? 3CS.2 £ ,WIS EMERY JU?N-IOR 43.211 157:099 CHARLES H. RATHBONE. 19.US 69.500 CIim>TOPI{ER L WARD. W&0 11,797 FRANK B. CHURCH 2-042 7,4n 550,0)3 3.0C0.000 N Tho \greement'al=o provider that Mr. de Ganahl shill use bin best endeavours to procure for the Company within six calen- da- mortb. from the date thereof additional shares oi Common Stock of Southern Oil and Transport Corporation up to a total of 5.000 shares and the Company agrees to purchase any such shares as Mr de Ganahl is in a position to deliver within eucfc period. thtJ price. being one million fully paid shares in the Company for 275.000 Shares and soin proportion for any less number which he is able to procure. The total issued share cr.pital of the National Oil Company, of Mexico, is 200.000 shares of which Mr. de Ganahl owue 91.712 shares. NEW ISSUE. 2 Agreement datet the 29th day of October. 1919 between ths Company of the ono part and L. Gueret. Limited, of the other part. Whereby L. Gueret. Limited a -e appointed agents of the Company for tha sale abroad of oil on behalf of the CciLpany, for tne period of ten years certain. such Agreement to be terminable on two years' notice On either side at the end oi the ten years or any subsequent time, receiving for their remuneration a commission of 10 per cent.. of the net profit* resulting from the sale of the QPl. as defined in the Agreement. The issued capital of L-Gueret. Limited is £ 200,000,.divided into 10,000 Preference Shares and 10,030 Ordinary Shares of £ 10 each of which Mr. Callaglian holds 525 Preference Shares and 4.427 Ordinary Shares, and Mr. Hamiltoi holds 600 Preference Shares and 500 Ordinary Shares. 3. Agreement dated the 29th day or October 1919. between the Company of the one part and Linton. Clarke and 00.' of the other part, whereby tho latter guarantee the subscription of the Shares now offered for a oommiisskHi at the rate of 5 p?r cent payable by this Company in ea3h. Linton Clarke and Co. have entered i"to various subunderwriting agreements. 4 Agreement dated the 23th day of October 1919 between the Company of the one part and William Dick Forbes of 11, Wiltcn Place, Knightsbridge London, W.. Merchant of the other part whereby in consideration of services rendered and to be rendered by the lattei in connection with the organization of the Company the Company grants to liim an option at any time or times within six calendar months from the date thereof to purchase up to a total of 250,000 Shares iu the Company at par » L. Grcret, Limited, and Mr. Back are respectively underwriting 150,000 and 50,000 Shares for a cash commission of 4 per ceot. and 1 j. Gueret. Limited, are taking firm the Shares so sub-underwritten by them. Applications for Shares should be made on the accompanying form and forwarded to the Company's Bankers or any of their branches with a remittance of the amount payabl-i on application. Where no allotment is made the deposit will b-, returned in full. and if th ) number of Shares allotted be less than that, applied for tho balance will be credited towards the amount payable on allotment Failure to par any instalment will render the allotment liable to cancellation and previous instalments liable to for- feiting. Share Certificates will be issued as soon as possible after the payment of the last instalment. V Interest at the rate of 10 per cent. per annum may be charged on instalments in arrear. A Brokerage of 3d. per Share will be paid tn all Shares allotted to the public on applications made- on forms bearing the stamps of Bankers. Brokers, or recognised agents other than Applications made in direct relief of underwriting. Application will in due course be made to the Committee of the Stock Exchange for a. settlement in and official quotation of the Shares now issued. The Ileinar-andum and Articles of Association and copies of the above-mentioned contracts and of the report of Messrs. Johnson & Huntley can be inspected at the Offices of the Solicitors during business hours any da.y whilst the list remains open. Copies of this- Prospectus and Application Forms can be;,obtained at the Offices of the Company and also from the Company's Bankers, Brokers, and Solicitors. 29th October. 1919. SCOTTISH-AME.RICAN OIL & TRANSPORT COMPANY, LIMITED. FORM OF APPLICATION. OFFER FOR SUBSCRIPTION OF 1,500,000 SHARES OF 11 EACH AT PAR. No. To the Directors of SCOTTISH-AMEEICAN OIL & TRANSPORT COMPANY. LIMITED. GENTLEMEN, "Having paid to your Bankers the sum of ;C being a deposit of 2s. 6d. per Share on appli- cation for .Shares of bleach of your Company, I/we request you to allot to me/us that number of Shares upon the terms of the Company's Prospectus dated 29th October, 19:9, and I/we hereby agree to accept the same or any smaller number that m-ay be allotted to me/us and to pay the balance of 17s. 6d. per Share due from me/us by the instalments specified in the said Prospectus, and liwe authorise you to place my/our name on the Register of Members of the Company as the holder(s) of the said Shares allotted to me/us, .and I/we hereby declare that this application is not made by or for the benefit of any enemy subject within the meaning of the Trading with the Enemy Amendment Act, 1916, cr with whom trading is forbidden under any proclamation relating to Trading with the Enemy. /Usual Signature Surname I. I Christian Name or Names PLEASE A d d r a -,s WRITE DISTINCTLY. I.I. Profession or Occupat i on (A Lady should state -whether she is a Spinster, Wife or Widow). Date 1819. This Form to be sent entire with the deposit of 2s. 6d. per Share on the number of Shares applied for to Barclay's Bank, Ltd., Head Office, 54. Lombard-street, London, E.C. 3., or Branches, or to Commercial Bank of Scotland, Ltd.. Head Office, George- street. Edinburgh; 62. Lombard-street. E.C. 3. or other Branches. Cheques should be made payable to Bearer, and crossed NOT NEGOTIABLE. If altered from "Order" to "Bearer" the alteration should be signed by the Drawer. An acknowledgment will be forwarded in due course either by Allotment Letter or return of the deposit.

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