1925-12-08 — Page 3

PROSPECTUS.

THE HONGKONG DAILY PRESS, TUESDAY, DECEMBER 8TH,

The Subscription List will be opened on TUESDAY, the 15th day of DECEMBER 1925, and will close on or before THURS-

DAY, the grst day of DECEMBER, 1935-

Hongkong Telephone Co., Ltd.

Incorporated under the Companies Ordinance, 1911.

Capital $5,000,000 divided into 500,000 Shares of $10 each.

Of the above shares 110,000 were subscribed for cash on the iscorpora- sion of the Company by the two Promoters, the Hon. Sir C. P. CHATER and Jass HARPER TAGGART, us to 15,000 each, and by the Directors, the Hon. Sir C. P. CATER, the Hòa. Mr. P. H. HOLTOAE, the Hon. Mr.. CHow SHOU So, the Hon. Mr. B. II. KOTEWALL, the VERY RETIZIND FATHER LEON Rontar, RBERT GOZDON SHEWAN, JOHN SCOTT HARSTON and JaMER HARPER TAGGART në to 10,000 shares esch.

On these $3.50 per share (being as to $2.50 one-quarter of the nomical value of the share and na'to $1,00, the premium thereon) was paid on allot- ment and the balance ($7.50 per share) will be paid when colled up on the sune basis as the remain ng capital.

140,000 shares credited as fully paid up and ranking for dividend as from the 1st July, 1925, have been allotted to the China and Japan Telephone and Electric Company, Limited, in pursuance of the Agreement (hereinafter called "the Purchase Agreement") datoil the 29th day of May, 1925, mado between the China and Japan Telephone and Electric Company, Limited, of; the one part and Taxes Harpan TAGGART on behalf of the above Company of the other part.

The remaining 250,000 shares, to rank for dividend from the lat day of January, 1926, on the nominal amount from time to time paid up thereon but in all other respecta equally with those already subscribed, are now. offered for public subscription. $3.50 per share is payable on application, being as to $2.50 one-quarter of the nominal value of the share and as to 31.00 the premium thereon. The balance due on each share, namely $7.50, yill not be called up at present but, is to be called, up on subsequent demand as and when capital is required.

In allotting shares the Directors will, if there are sufficient applications from bond fidé residents in the Colony of Hongkong, allot shares to such applicants only, and they will also pay dus regard to the applications of telephone subscribers.

DIRECTORS.

The Hon, Sir CATCHICK PATL CHATER, Marble Hall, Victoria, Hong- kong, Member of the Legislative Council of the Colony of Hongkong..

The Hon. Mr. Faxer HOBSON HOLYOAK, of Messrs. Holyoak, Masser

& Co., Ltd., Victoria, Hongkong, Merchant,

The Hon. Mr. CHOW SHOT SUN, of the Bank of East Asia, Limited,, Victoria, Hongkong, Baaker.

The Hon. Mr. ROBERT HORMUA Kornwall, of Chim Building, Vic- torik, Hongkong, Merchant,

The Very Reverend Father Leo Borea, of Missions Etrangères, Victoria, Hongkong, Missionary. -

*-*

ROBERT GORDON SHEWAY, of St. George'a Building, Victoria, Hong- kong. Marcbant,

JOHN SCOTT HARSTON, of Prince's Bailling, Victoria, Hongkong, Solicitor.

James Hamezt Tangaar, of Victoria, Hongkong, Managing Director of The Hongkong & Shanghai Hotels, r£d.

In pursuance of the terms of the Purchase Agreement, the China and Japan Telephone an 1 Electric Company, Limite laul the Oriental Telephone and Electric Company, Limited, or, either of these Companies, so long as these Companies or either of them hold in their or its own right hol less than 100,000 fully paid-up", shares in the abora Com- pasy Ara to hire the right of nquinating two Directors the Company provided such Nominated Directors. are bona fide residents of Hongkong. The first nominated Directora (nominated -“by tús China and Japan Telephone and Electric Company; Limited,) are the

Hon. Mr. P. H. Holyoak and Mr. J.-H. Taggart...........

BANKERS.

Tur HONGKONG AND SHANGHAI BANKING CORPORATION, Hongkong. AUDITORS..

of

Messas,, Lowk, Bixous & Martews, Victoria, Hongkong, Accountants.

SOLICITORS.

MESSES DEACONS, Victoria, Hongkong.

REGISTERED OFFICE.

16, Des Van Road Central, Hongkong, ACTING SECRETARY.

PROSPECTUS.

A. L. TERRY, A.C.L.S.

(a) The Company was formed on the 24th June, 1925, for the purpose of taking over the undertaking in Hongkong of the

·China and Japan Telephone and Electric Company, Limited, who was the Vendor thereof and whose Registered, Office is xituate at Alderman House, Ålderman Walk, Bishopsgate, Loudon, England. The material terms of the bargain are set” förth" in the Purchase Agreement as follow

"(2) The Vendor Company will. zéll

and the Hongkong Company will "purchase as at the First day of July "One thousand nine hundred and "twenty-five the said Telophone"busi- "ness and the whole of the under.

taking in the Colony of Hongkong. and the Dependencies thereof an a going conesfa (with the benefit of "all assets there situate but exclusive "of the net profits, investments, cash Win hand and in the Bank and debis "due to the Vendor Company on the -"Thirtieth day of June One thousand

pipe buzared and twenty-five) of the Vendor Company but free from all "debentures, mortgages, or charges of "any kind and the Vendor Company "savo as beraia specially provided *for shall pay and discharge all liabilities whatsoevir incurred by the Vendor Company prior to the First day of July One houroud nine. hundred and twenty-five including "the satisfaction of all claims - in respect of stuff superannuation funds bbous funds and/or other bonus "payments up to and including the "Thirtieth day of June "One thousand "'nine hundred and twenty-five Pro-

vided always and these presents are upon this express coalition that 24 the same shall be subject to the anid Jamie Harper Taggart being "antisfied with the state and condition of the plant (including cables con- duits etc.) of the Vendor Company. "The said phrase the undertaking" "shall be deemed to include:

1.

"(4) The Goodwill of the Vendor *Company as now carried on in the Colony of Hongkong and the Dependencies thereof.

(b) All the lands and buildings of the Vender Company owned and/or leased by the Vendor "Company for the purpose "of its suid business being the "premises set out în the Schedule "hereunder written subject to the "rents cot ditions and reservations "affecting. the same,

(3) The landed cost to the Vendor "Company of a 1 adlitions made to the said plant and/or property from the First day of Jan "uary One thousand nine hundred and twenty five to the Thirtieth "day of June Oao thousand nina **hundred and twenty-five, "(e) The sum of $141,833 (Four "hundred and ninety-one thon "sand three hundred and thirty ***five Dollar Hongkong Curren

serviço, depreciation and reserre, and the other deductions referred to in Section 35 of the mit Telephone Ordinance the abova rates are to be raised so as to enable tha shareh Iders to receive such minimum dividend of Eight per cent. per anaun."[ The amount to be written off as provided aanually for depreciation is not to exceed ten per cent on the gost of the Company's buildings, and the amount that may be plant and equipment other than hand and

or lesa.

Bot exceed

"cy) for the land and buildings of.ppropriated annually be the Compaur to

a Reserve Account all the Vendor Company which are 350,000 *more particularly est forth in "the Schedule bereto.

The net profits of the Company after "(d) The valse of the stores of the providing as aforesaid are to be used firstly Vendor Company which at then payment to the Government of a royalty "Thirtieth day of June One

of Four Dollars in respect of each direct ex thousand nine hundred and change line Telephone which has been ased **twenty-five are in the possesion and paid for during the whole previous of the Vendor Company in the Twelve months by a Telephone Subscriber Colony of Hongkong or are in

or One Dollar per direct exchange line transit to the Vendor Company Telephone for each period of Three months there or for the purchase of "which the Vendor Company has "entered into binding contracts. (4) The said consideration shall be satisfied (as to the sum of One million four hundred thousand Collars part thereof) by the allot- ment and issue to the Vendor Com "pany of One hundred and forty thousand shares of Ten Dollars each in the Hongkong Company credited "as fully paid up ranking for dividend as from the First day of July One '#thousand nine hundred and twenty- five and (as to the balance thereof by payment in cash in Hongkong Currency in Hongkong by the "Hongkong Company to the Vendor "Company"

THE SCHEDULE ABOVE REFERRED TO:

Properties. Owned by the Vendor

Company.

ADAG TO Cin

The said net profits are secondly to be applied in payment to the shareholders of the Hongkong Company of the minimum dividend of Eight per cent. per annum rising to Twelve per cent. per annum. dividend than Twelve per cent. per If the net profits be such that a larger bo paid, then as to the difference between Twelve per cent. and Eighteen per cent. half thereof is to be paid by way of increare of dividends to the shareholders of the Company, and the remaining half of such difference is to be set aside for the benefit of subscribers by way of reduction of the subscription rates authorised as above mentioned. The dividend payable to shareholders is limited to a maximum of Fifteen per cent. per BELLE:

Any further net profits (ie, net profits in excess of Eighteen per cent, per anem) aro to be applied solely for the reduction. of eubscription rates.

Full particulars in respect of the above

No. 2 Queen's Road Central and No. 14 appear in The Telephone Ordinance 1995..

Ice House Street,

No. 1 Cameron Road, Howboa. Nos 118 and 119, The Pek,

Inland Lot No. 57, Sections A & B of Inland Lot No. 339.

Sedor A of Kowloon Inland Lot No: 549. Kemaining Portion of Eural` Building Lot. No. 47.

Properties Leased by the Vendor Company.

(a) Six Office Rooms in Nos. 15 and

17 Queen's Road Central. (One Two-storeyed Godown, used. ns Store and Workshop being No. BA Duddell Street.

(a) Fortion of land belonging to Koir

Tooz-Canton Railway at Blackhead's Feipt, Kowloon, for storing cables,

In addition to the allotment of 140,000 shares of the Company, credited as fully paid up, the China and Japan Telephone and Electric Company Limited has received from the Hongkong Company $200,000 in cash on account of the consideration. specified in the Purchase Agreement.jpg **The Hongkong Company was formed for ¦-

(6) The minimum subscription on which the Directors may proceed to allot ment is. Seven shares.

The shares now offered for subscrip tion have not been underwritten. (d) No commissiou or promotion money

will be paid by the Company,

() The Company is to pay the pre- liminary expenses of and incidental to the formation and flotation of the Company down to the time when it becomes entitled to commence brisïness and also the legal costs and expenses of and incidental to the negotiations which have taken place for requiring the aforesaid undertaking and the negotiations with the Hongkong Gor. Brament arising thereout and the) obtaining of the aforesaid Ordinance, Buch legal costs and expenses to be. incurred during the year 1925, and the estimate amount thereof is -- $20,000.0

(f) The Articles of Association provide that the qualification of a Director is to be the holding of 1,000 shares in the Company and that the remanera

$2,000 per anntims.

the purpose, also, of supplying telephoniction of each of the Directors is to be communication within and between the Colony of Hongkong and its Dependencies and the New, Territories for a period of Fifty years under a Concession from the Hongkong Government detailed particulars of which a pear more fally in The Telephone Urdinance 1925 (hereinafter referred to as the said Telephone Ordinance").

The Hongkong Company is authorised to charge the following annual rates with effect from the 1st July 1925 :----

(c) All plant material stores "machinery property, stock in "trade instrumenta furniture and "utensils together with such books' "accounts documents plans statis- "tice records and reports as par "tain or are necessary to the "conduct in continuity of the "business being the property of "the Vendor Company and used by it for the purpose of its business and including spare "plant and stores of all descrip

tions (whether actually in use to:

(4) $100 per Exchange Line within (i) Victoria and Kowloon as defined by the Interpretation Ordinance 1911 and () within the Peak..istrict as defined by the Peak istrict. Re- servation Ordinace 1904 · but substituting 700 feet" for "788 feet."

() $108 per Exchange Line within a

radius of one mile from any ex-. change that may hereafter be opened outside the areas referred to in (a)

(6) An additional ebarge of 350 per mile or part of a mile measured outwards from the nearest point of the boundary of the areas referred

to in (a) and (b)" :

(d) For extension telephones, bells, switches, switch-boards, power- circuits, removals, únd other services of lize nature, such charges as the Garernor-in-Council may approve. Should the charges above referred

bo" insufficient to"

pay to the

* or not in use) without boy hareholders of the Company "exception whatsoever Bure usminimum dividend of Eight per "bereinafter mentionel in the cent, per annum on the paid up capital of "possession of the Vendor Con- the Company for the time being, after "pany or to which it is entitled making provision for working and manig. and also including works of aling expenses, maintenance and efficient "kinda in the course of constrac-

tion without exception.

(d) The benefit of all contracts and engagements entered into "by the Vendor Company ja the Colony of Hongkong in relation to its anid business (bat except- ing contracts with employees of "the Vendor Company for which "special provision is bereafter

made).

(4) The Vendor Company's rights. "and corresponding obligations "in respect thereof relating to allwayleaves ways and all other rights and enjoyed and used by the Vendor Company for the purpose of its said business.

Easements.

(3) The consideration for the said sale shall be the following sums that is "to say--

(a) The sum of $1,155,000 (Ond million one hundred and fifty- five thousand Dollars Hongkong "Carroney) for the plant of the

Vendor Company.

-(9) Tha Directors were interested in the promotion of the Company to the ex- tent only, that they or some of them are Directors of other companies with whom the Company may do business, (4) Copies of the Memorandum and Articles of Association of the Com- pany and of the Purchase Agreement And of The Telephone Ordinance No, 9 of 1925 can be. inspected at the offica of Messieurs" Deacons, Solicitors för the Company, at any time during business hours.

(1) A copy of the Company's Memo-

randum of Association is annexed to this Prospectus and forms part of it. : (7). Application for shares should be made upon the form accompanying the Prospectus and sent to the Company's Bankers together with a remittance of $3.50 per share, bing as to 32.50 thereof one-quarter of the nominal value of the staré and as to the ro maining $1.00 the premium thereon. Where no allotment is made the de- posit will be returned in full and where the number of shares allctted is less than the number applied for, a proportionats amount of the deposit will bo returned.

(2) Prospectuses can be inspected at and forms of application obtained from the Company's Bankers, the Hong. kong aud Shanghai Banking Corpora tion, Hongkong, and at and from the offers of the Company's Solictors, Messieurs Deacons, No. 1, Des Voeur

Boad Centra, Hongkong.

This Prospectus has been duly filed with the Registrar of Companies.

Dated the 15th day of October, 1925.

Foamite Firefoam

THE MOST EFFECTIVE FIRE

EXTINGUISHER.

SOLE AGENTS FOR HONGKONG AND SOUTH CHINA"

THE UNITED ASBESTOS ORIENTAL AGENCY, LTD.

Tel Central 230.

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U

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