1925-12-17 — Page 3

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PROSPECTUS.

THE HONGKONG DAILY PRESS, THURSDAY, DECEMBER 17TH, 1925

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, 1925,

41

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 enskās 1 the i* corpora tion of the Company by the two Promoters, the Hon. Sir. C. P. CEATER and JAMES HARPER Pandaur, ns to-15,000 eich and `by the Directors, Lác Hạn. Sir C. P. CHATER, the Hon. Mr. P. H. HOLYDAs, the Hon. Mr. Choм SHOU Sox, the Hon. Mr. B. II. KoreWALL, `the Fany Reverend Bathsz 'Leon Rusest, Honnur GORDON SHEWar, Jour Score Hanston and James HARPER TAGGART as to 10,000 shares each.

On these $3.50 per share (being us to $2.50 eae-quarter of the nominal value of the share und as to 31,40 the promina thereon) was paid on allot- ›ment and the balance (87.50 per shire) will be paid when chlied up on the

saute 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") dated the 29th day of May, 1925, made between the China and Jupun Telephone and Electric Company, Limited, of the one part and Jascus Flarren Tagnant on behalf of the above Company of the other part. »

it

The remaining 250,000 shares, to rank for dividend from the 1st day of Jannaty, 1926, on the nominal amount from time to time paid up thereon but in all other respects 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 $1.00 the premium thereon. The balance due on each share, namely 87.30, will not be called up at pre-eat but is to be called up on subsequent demand as and when mital is required.

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

DIRECTORS.

The Hon. Sir CATCHICK PAUL CHATRA, Marble Hall, Victoria, Heng- song, Member of the legislative Council of the Colony of Hongkong.

The Hon. Mr. Pracy Honsos HOLTOAK, of Messrs. Holyoak, Massey & Co., Lt-l., Victoria, Hongkong, Merchant.

The Hon. Mr. Cnow Shot Son, of the Hink of East Asia, Limited, Victoria, Hongkong, Banker.

The Hon. Mr. ROBERT HOLM KorEWALL, of Chia Building, Vic- toria, Hongkong, Merchant,

The Very Reverend Father Leox Ronca, of Missions Etrangères, Victoria, Hongkong, Missionary.

ROBERT GORDON SHEWAN, of St. George's Building, Victoria, Hong- kong, Merchant

Jos SCOTT HALSTON," of Prince's Builling, Victoria, Hongkong, Solicitor.

JAMES HARPER TAGGART, of Victoria, Hongkong, Macaging Director of The Hongkong & Shanghai Hotels, Ltd.

own right

In pursuance of the terms of the Purchase Agreement, the Chins and Japan Telephone an I Electric Coin jary. Limited, and the Oriental Telephous apd Electric Company, Limited, or either of these Companies, so long as theso Companies or either of them hold in their or its cot less than 100,000 fully paid up shares ja the ahova Com- pany are to have the right of nominating two DirectorS of ths Company provided such Nominated Directors LTP ború fide residents of Hongkong. The first ninated Directors (nominated "by the Chios sad Japan Telephone and Electric Company, Limited,) are the

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

BANKERS.

THT HONGKONG, AND SHANGHAL BANKING CORPORATION, Hongkong.

AUDITORS.

Messes. Lowe, BINGHAM & MATTHEWS, Victoria, Hongkong, Accountants.

SOLICITORS.

MESSES. DEACONs, Victoria, Hongkong. REGISTERED OFFICE.

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

PROSPECTUS.

A. L. TERRY, AC.I.9.

(e) 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 Offico is situate 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 qine hundred and "twenty-five the said Telephone busi- "neas 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 nasets there situate buş exclusive

of the net profits; investments, cash in hand and in the Bank and debis "due to the Vendor Company on the "Thirtieth day of June One thousand “nine hundred and twenty-five) of the "Vendar Company but free from wit

debentures, mortgages, or charges of "any kind and the Vendor Company "savo as herein specially provided for shall pay and discharge all "liabilities whatsoever incurred by the "Yander Company prior to the First

day of July One thousand nine "hundred and twenty-five including "the satisfaction of all claims in "respect of staff superannuation funds "bonne funds and/or other bonus "payments up to and including the Thirtieth day of June Une thousand "nine hundred and twenty-five. Pro "vided always and these presents are "upon this express condition that

theme shal be subject to the. "said James Harper Taggart being "satisfied 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 as now carried on in the Colony of Hongkong and #the Dependencies thereof.

(b) All the lands and buildings of tha Tender Company owned "andfor leased by the Vendor

Company for the

purpose

"of its said business being the "premises set out in the Schedule "bereunder writton subject to the "Tente conditions and reservations "affecting the same.

All plant material stores machinery property stock in "trado instruments furniture and

utensils together with such books "accounts documents plans statis- "ties records sad reports as per "tain or are necessary to the 4 conduct in continuity of the "business being the property of "the Vendor Company and used "hy it for the purpose of its "business and including spare "plant nad stores of all descrip-

"(6) The landed cost to the Vendor Company of all additions m'o to the said plant and/or property from the First day of Jm ury One thousand nine 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 oinety-one thous and three hundred and thirty tre Dollars Hongkong Curred ey) for the Ind and buildings of the Vaudor Company which are "core particularly set forth in "the Schedule hereto. (a) The value of the stores of the Vendor Company which at the "Thirtieth day of June One thousandine hundred and twenty-fre are in the postesion "of the Vendor Company in the "Colony of Hongkong are in "transit to the Vendor Company "there or for the purchase of "which the Tender Company has "entered into binding contracts, *(4) The said consideration aball Be satisfed (as to the sum of Ong "million four hundred thousand **Dollars part thereof) by the allo??? ment and issue to the Voador Com "pany of One hundred and forty "thousand shares of Ten Dollars each "in the Hongkong Company credite "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.

No.

Queen's Road Central and No. 14 Ice House Street.

No. 1 Cameron Road, Kowloon. Nos 118 and 119, The Peak.

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

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

#:

Properties Leased by the Vendor

. Company.

ایی

(a) Six Office Rooms in Nos. 15 and

17 Queen's Road Central..

(b) One Two-storeyed Godown, used, as Store and Workshop being No. 31 Duddell Street.

(c) Portion of land belonging to Kow- 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 fully paid up, the China and Japan Telephone and Electric Company Limited has received · from the Hongkong Company $200,000 in esab on count of the consideration specified in the Purchase Agreement.

The Hongkong Company was formed for the purpose, also, of supplying telephonic 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 appear more fully in The Telephone Ordinance 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-

(a) 3108 per Exchange Tine within (1) Victoria and Kowloon as defined by the Interpretation Ordinance 1911 and (1) within the Peak istrict as defined by the Peak i istirict Re- servation Ordinazbe 1204 hut aubstituting "700 feet" for "788 feet'*...

(b) 8108 per Exchange Line within a radius of one mile from any ex. change that may bareafter be opened outside the arena referred to in (a).

(c) An additional charge of 350 For 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, remorals, and other services of like nature, such charges is the Governor-in-Council may approve. tions (whether actually in so Should the charges above - referred "or not in use) without any to be insufficient to pay to the "exception whatsoever save as shareholders of the Company "hereinafter mentioned in the minimum

dividend of Eight per "possession of the Vendor Com-cent. 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 mang- "kinds in the course of construc-ng expenses, maintenance and efficient "tion without exception.

"(d) The benefit of all contracts

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

#

"() The Vendor Company's rights and corre-ponding obligations. "In respect thereof relating to "all wayiraves, ways and all "other rights and Casementa "enjoyed and used by the Vendor Company for the purpose “of ita said business. 4, "(3) The consideration for the said sule shall be the following suma that is "to say:

**(a) The sum of $1,155,000 (One inillion one hundred and fifty- "fra thousand Dollar Hongkong! "Currency) for the plant of the

Vendor Company.

service, depreciation and reserve, and the other deductions referred to in Section 35 of the said Telephone Ordinance the above rates are to be mised so as to enable the shareholders to receive such miniman dividend of Eight per cent. per annua.

The amount to be written of as providel

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

The net profits of the Company after providing as aforesaid are to be used firstly in payment to the Government of a rovilty of Four Dollars in respect of each direct ex- chune line Telephoun which has been un and paid for during the whole provious. Twelve months by a Telephone Sulueriber or Ona Dollar per direct exchange line Telephour for each period of Taree wonths or less.

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

jer

dividend than Twelve per cent.

If the bet profits be such that a larger

difference between Twelve per cent.' and ancum can be pail then as to the Eighteen per tout. half thereof is to be paid by way of increase of dividends to the shareholders of the Company, and the remaining half of such difference is to be set aside for the benefit of subscribera by authorised a store, mentioned. The Iway of reduction of the subscription rates dividend payable to shareholders is limited to a maximum of Fifteen per cent. per annum.

Any further net profita (Le., net profits in excess of Eighteen per cent. per annum) are to be applied aolely for the reduction of subscription mter.

Full particulars in respect of the abors appear in Tho Telephone Ordinince 1925.

(b) The minimum subscription on which tho, Directors may proceed to allot- meat is Seven shares.

(c) The shares now offered for adbscrip

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

will be paid by the Company. (e) The Company is to pay the pre- liminary expenses of and incidental to the formation und Hotation of the Company down to the time when it becomes entitled to commence business and also the legal costs and expenses of and incidental to the negotiations which bare taken place for acquiring the aforesaid undertaking and the negotiations with the Hongkong Gor. erament arising therecut and the obtaining of the aforesaid Ordinance, Such legal costs and expenses to be incurred during the year 1925, aud the estimated amonut thereof is 320,000.

(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 remunera- tion of each of the Directors is to be $2,000 per annum.

(7) The 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. (h) 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-Messieurs Deacons, Solicitors for the Company, at any time during business hours.

(a copy of the Company's Memor 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 rent to the Company's Bankers together with a remittance of $3.50 per share, being as to 32.50′ theroof one-quarter of the nominal value of the abare "and as to the re- maining $1.00 the premium thereon. Where no allotment is made the de posit will be returned in fall 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 Backers, the Hong- kong and Shanghai Banking Corpora- tion, Hongkong, and at and from the offices of the Company's Bolictors, Messieurs Deacons, Ne. 1, Des Voeux Road Central, Hongkong.

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

Dated the 15th day of October, 1925..

[29:4

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