1925-12-09 — Page 3

PROSPECTUS.

THE HONGKONG DAILY PRESS, WEDNESDAY, DECEMBER 9TH, 1925

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

DAY the 31st day of DECEMBER, 1925-

Hongkong Telephone Co., Ltd.

Incorporated under the Companies Ordinance 1914,

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

Of the above shares 110,000 were subscribed for cash on the incorpora tion of the Company by the two Promoters, the Hon. Sir C. P. CHATER and JAMES HARPER TAGGART, as to 13,000 each, and by the Directors, the Hon. Sir C.. P. CRATER, the Hon. Mr. P. H. Hazzoax, the Hon. Mr. Crow Son Sox, the Hon. Mr. R. II. EoTEWALL, the Vzar REVEREND FATHER LEON ROBERT, ROBERT GORDON SHEWAN, JouN SCOTT HARATON and James HARPER TAGGART as to 10,000 spres each.

On these $3.50 por share (being as to $2.50 one-quarter of the nominal value of the share and as to $1.00 the remium thercon) was paid on allot ment and the balance (87.50 per share) will be paid when called up on the same basis as tho remain ng capital.

140,000 shares creditol as fully paid up and ranking for dividen! 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") dated the 20th day of May, 1925, made between the China and Japan Telephone and Electric Company, Limited, of the one-part and James Haurer TAGGART on behalf of the above Company of the other part.

The remaining 250,000 shares, to rank for dividend from the 1st day of January, 1926, on the nominal amount froin time to time paid up thereon but in all other respects equally with those already subscribed, are now offered for public subscription. 33.50 per share is payable on applicatiou, being as to $2.50,one-quarter of the nominal value of the share and as to 81.00 the premium thereon. The balance due on each share, namely $7,50, will not be called up at, present bat is to be called up on subsequent demand as and when capital is required.

In allotting shares the Directors will, if there are suficient applications from band de residents in the Colony of Hongkong, allot shares to such applicants only, and they will also pay duo regard to the applications of telephone subscribers.

DIRECTORS,

The Hon. Sir CarcuICE PAUL CHATER, Marble Hall, Victoria, Hong kong, Member of the Legislative Council of the Colony of Hongkong.

The Hon. Mr. Feier Hossor HOLYOAK, of Messrs. Holyoak, Massey" &Co., Ltd., Victoria, Hongkong, Merchant,

The Ifon. Mr. Crow Saot Sox, of the Bank of East Asia, Limited, Victoria, Hongkong, Banker.

The Hon. Mr. RoBERT FORMES KOTEWALL, of Chian Building, Vic- toria, Hongkong, Merchant,

The Very Reverend Father Leos Rösser, of Missions Etrangères, Victoria, Hongkong, Missionary.

Robar GORDOs Skeway, of St. George's Building, Victoria, Hong- kong, Merchant.

JOHN SCOTT HARSTOs, of Prince's Billing, Victoria, Hongkong, Solicitor.

JAMES HARPER TanGant, of Victoria, Hongkong,. Managing Director of The Hongkong Shanghai Hotels, ftd.

In pursuance of the terms of the Purchase Agreement, the China and Japan Telephone ani Electric Company, Limited, and the Oriental Telephone and Electric Company, Iimited, or either of these Companies, so long as these Companies or other of them hold in their or its own right not less than 100,000 fully pail up shares in the above Com

nominating two Directors of pany are to hire the right of

bond fide the Company provided such Nominated Directors residents of Hongkong, The first nominated Directors (nominated by the China and Japan Telephone and Electric Company, Limited,) are the Hon. Mr. P. H. Holyoak and Mr. J. H. Taggart.

BANKERS.

•

are

THY HONGKONG AND SHANGHAL BANKING CORPORATION, Hongkong.

AUDITORS. ·

MES. LOWE, BINGHAM & MATTHEWS, Victoria, Hongkong, Accountants,

SOLICITORS.

Messins. Dracons, Victoria, Hongkong.

REGISTERED OFFICE.

16, Des Your 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 sitnate at Alderman House, Alderman Walk, Bishopsgate, London, England. The material terms of the bargain are set forth in the Purchase Agreement as follow:-

"(2) The Vendor Company will sell and the Hongkong Company will "purchase as at the First day of July One thousand nine hundred and twenty-five the said Telephone busi- ness and the whole of the under- "taking in the Colony of Hongkong

and the Dependencies thereof as a "going concern (with the benefit of "all assets there situate but exclusive "of the net prouts, investments, cash in hand and in the Bank and dobis due to the Vendor Company on the "Thirtieth day of June One thousand nine hundred and twenty-five) of the Vendor Company but free from all debentures, mortgages, or charges of nay kind and the Vender Company "save as berein specially provided "for shall pay and discharge all "Eabilities Whatsoever incurred by the *Vendor Company prior to the First) day of July One thousand pipe "hundred and twenty-fivo inclu.ling "the satisfaction of all claims in respect of staff superannuation funds "bonus 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 aro upon this express condition that the sume shall be subject to the mid James Harper Taggart being Batisfied 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:

(a) The Goodwill of the Vendor Company us now carried ca în "the Colony of Hongkong" and

the Dependencies thereof."

"(6) All the lands and buildings of the Vendor Company owned and/or leased by the Vendor

for * Company the purpose "of its said business.. being the "premises set out in the Schedule "hereunder written subject to the "rents conditions and reservations "affecting the same.

(0) All plant materir? stores machinery property stock in trade instruments furniture and atensila together with such books' * recounts documenta plans statis. tics records and reports as per- "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 descrip2. tions (whether actually in use

(b) The landed cost to the Vendor Company, of a'l additions wade to the said plant and/or property from the First day of Jan "uary Onethon-and nike hundred and twenty five to the Thirtieth day of June One thousand nine "hundred and twenty-five. "(e) The sum of $491,333 (Four

hundred and ninety-ova thou "and three hundred and thirty Sre Dollars Hongkong Curren

y) for the land and buildings of "the Vendor Company which are "wore particularly set forth in "the Schedule herēto,

"(d) The value of the stores of the Vendor Company which at the "Thirtieth day of June (mo "thousand wine hundred "and

service, depreciation and reserve, and the other deductions referred to in Section 35 of the mid Telephone Ordinance the above rates are to be raisol so as to enable the shareholders to receive such minimum dividend at Eight per cent. per annum.

The amount to be written off as provided annually for depreciation is not to exceed ten per cent. on the cost of the Company's plant and equipment olber than land and buildings, and the amount that may be appropriated annually by the Company to a Reserve Account shall $50,000.

not exceed

The net prafts of the Company after providing as atoresaid are to be used firstiv in payment to the Government of a royalty of Pour Dollars in respect of each direct ex- change line Telephone which has been used and paid for during the whole previous Twelve months by a Telephone Subscriber or Que Dollar per direct exchange line Telephone for each period of Three months or less.

"twenty-five are in the possesion "of the Vendor Company in the "Lolony of Hongkong or are in "transit.

the Fender Company "there or for the purebuse of "which the Teador Company Eas "entered into binding contracts. (4) The said consideration shall be satisfied (as to the sum of One "million four hundred thousand Dollars part thereof) by the allot-

If the net profits be such that a lafger ment and issue to the Vendor Com dividend than Twelve per cent. "per "pang of One hundred and forty anaum can be paid then as to the "thousand shares of Ten Dollars each

difference between Twelve per cent, and in the Hongkong Company credited

Eighteen per cent, hall thereof is to be "as fully paid up ranking for dividead

paid by way of increase of dividends to the as from the First day of July One shareholders of the Company, and the thousand pine hundred and twenty-remaining balf of such difference is to be five and (as to the balance thereof) by payment in cash in Hongkong Currency in Hongkong by the Hongkong Company to the Vendor

The said net profits are secondly to be applied in payment to the shareholders of the Hongkong Company of the minimum dividend of Right per cent. per annum rising to Twelve per cent.. per annum.

Company.

THE SCHEDULE ABOVE REFERRED TO:

Properties Owned by the Vondor Company.

No. 2 Queen's Food Central and No. 14 Ice House Street.

No. 1 Cameron Road, Kowloon, Nos 119 and 119, The Peek.

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

Secion A of Kowloon Inland Lot No. 549. Remaining Portion of Rural Building Lot No. 47.

Properties Leased by the Vender Company.

(a) Six Office Rooms in Nos. 15 and

17 Queen's Road Central.

(b) One Two-storeyed Godown, used as Store and Workabup being No. Sa Daddell Street.

(c) Portion of land belonging to Kor- loon-Canton Railway at Blackhead's -Point, Kowloon, for storing cables. In addition to the allotment of 140,000 shares of the Company, credited as fally paid up, the China and Japan Telephone and Electric Company Limited bus received from the Hongkong Company $200,000 imm cash on account of the consideration specified in the Purchase Agrement."

The Hongkong Company was formed for the purpose, also, of supplying telephonic cominunication within and between the Colony of Hongkong and its Dependencies and the Now Territories for a period of Fifty years her a "Copsession "from the Hongkong Government detailed particulars of which appear more fully in The Telephone Urdinance 1925 (hereinafter referred to 29

said Telephone Ordinance").

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

"the

(a) 3108 per Exchange Tine within (i) Victoria nad Kowloon as defined by the" Interpretation Ordinance 1911 and (ii) within the Peak istrict as defined by the Peak istirict Ee servation Ordinance 104 but Bubstituting "700 feet" for "788) Teet."

(6) $108 per Exchange Line within a radius of one mile from any ex- change that may hereafter be ppened outside the areas referred to in (a).

(c) An additional charge of $50 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, Britches, switch-boards, power- circuits, removals, and other services of like mature, such charges as the Governor-in-Council may approve. Shoull the charges above referred to be insufficicat to pay to the "or not in use) without any shareholders' of the Company: "exception whatsoever save as minimam dividend o: Eight per "bereinafter mentioned in the "possession of the Vendor Con that. per annum on the paid up capital of pany or to which it is entitled the Company for the time being, after and also including works of all making provision for working and manig "kinds in the course of construc. ing expenses, maintenance and eficient

"Lion without exceptiou. (d) The benefit of all contracts

and engagements entered into "by the Vendor Company in the "Colony of Hongkong in relation to its said business (but except- *ing contracts with employees of "the Vender Company for which "special provision is hereafter "made).

(e) The Vendor Company's rights

and corresponding obligations "in respect thereof relating to "all wayleaves ways and all "other rights and casementą "enjoyed and. used by the Vendor Company for the purpose ""of its said business.

"(8) The consideration for the said sale. shall be the following suns that is to say

(a) The sum of $1,155,000.(One nillion one hundred and fifty- five thousand Dollars Hongkong Currency) for the plant of the Vendor Company.

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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 antti.

Any further net profits (, net profite in excess of Eighteen per cent. per annum) are to be applied solely for the reduction of subscription rates.

Full particulars in respect of the above appear in The Telephone Ordinance 1925.

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

(c): The shares now offered for subscrip-

tion have not been underwritten. (d) No commission or promotion money

will be paid by the Company. (4) The Company is to pay the pre- liminary expenses of and incidental to the formation and Rotation of the Company down to the time when it becomes entitled to columence business and also the legal costs and expenses of and incidental to the negotiations which have taken place for acquiring the aforesaid undertaking and the negotiations with the Hongkong Gov. eroment arising thereout and the obtaining of the aforesaid Ordinance, such legal costs and expenses to be incurred during the year 1925, and the estimated amout thereof is $20,000.

() The Articles of Association provide that the qualification of a Director is to be the bolding of 1,000 shares in the Company and that the remunera- tion of each of the Directors is to be $2,000 per annan.

(g) The Directora were interested in the. promotion of the Company to the ex int only that they or some of them are Directors of other companies with whom the Company may do business. (1) 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 office of Messiours Deacons, Solicitors for the Company, at any time during business hours.

(3) A enpy of the Company's Memo-

randum of Association is annexed to this Prospectus and forms part of it, () Application for shares should be made upon the form accompanying the Prospectus and seat to the Company's Bankers together with a remittance of $3.50 per share, being as to $2.50 thereof one-quarter of the nominal value of the stars and as to the re- maining $1.00 the premium therean." Where no allotment is made the de- posit will be returned in full and where the number of shares allotted is less than the number applied for, a proportionate amount of the deposit will be returned.

(k) Prospectuses can be inspected at and forms of application obtained from the Company's Bankers, the Hong- kong and Shanghai Banking, Corpora tion, Hongkong, and at and from the ofices of the Company's Bolictors, Meisieurs Deacons, No. 1, Des Voeux "Road Central, Hongkong,

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

Dated the 15th day of October, 1925.

[2955

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Tel, Central 286.

AGENTS FOR

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BRIGG'S BITUMINOUS ENAMELS & SOLUTIONS.

SOLE AGENTS FOR

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ANTI-CORROSIVE and ANTI-FOULING

COMPOSITIONS FOR SHIPS BOTTOMS.

ReQinald

DENNY

in "California

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FRIDAY, DECEMBER 11th

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December 12th, 14th, 17th, 18th and 19th, at 9.15 p.m. "Sharp.

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REPULSE

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TEA DANCES

WILL BE "HELD ON

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»

WEDNESDAY, 16th SATURDAY, 19th Dancing 4.30 pm to 6.30 p.m.

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SUNDAY, 13th December Selections by Combined Orchestra during Tiffin.

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VICTROLAS

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VICTOR DISTRIBUTORS.

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