1930-10-08 — Page 6

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CALL AND INSPECT.

WHITRAWAY. LAIDLAW & CO. LTD.

HONG KONG.

HONG KONG DAILY PRESS, WEDNESDAY, OCTOBER 8, 1930.

SALE OF EXCHANGE BUILDING CRITICISED.

OUTSPOKEN COMMENT AT SPECIAL MEETING OF

REALTY CO. SHAREHOLDERS.

PROVISION FOR CONTINGENCIES SUPERFLUOUS, REQUISITIONISTS WANT

$7 PER SHARE RETURNED.

INVESTMENTS IN SHARE MARKET TERMED "INGLORIOUS

UNCERTAINTIES.”

That the directors of the Hong Kong-Realty and Trust Company should not have the power to invest the company's money without first obtaining the sanction of shareholders, and that in view of the recent sale of Exchange Building by the Company a refund of 87, per share should be made to shareholders, was the contention of Mr. Lẹo d'Almada e Castro, jnr., when he addressed an extraordinary general meeting of shareholders held in Exchange Building yea- terday.

Mr. d'Almanda contended that the main and sole-object of the company was to build and on Exchange Building, All other objects of the company were subsidiary and ancilliary. to that object. The company having now sold Exchange Building it was in essence quite out- Bido its declared objects to invest the money in any other way.

In connection with investments in Ico House Stroot, Mr. d'Almada said that the "glorious uncertainties of cricket were as nothing compared to the inglorious uncertainties of Ice House A Street. Ho quoted figures at great length to show that there was no need for the company to retain the 81,780,000 which was part payment on the sole of Exchange Building. The directors should not risk the monoy, as they already had on hand a second mortgage of 8050,000 on the building.

As regards the reduction of capital, Mr. Braga showed that even if each share was re- duced to 83 the company should have over $1,000,000 at their disposal.

The resolutions were defeated by fourteen votes to ten, and an a poll being demanded, January was fixed.

CHAIRMAN AND DIRECTORS AGAINST RESOLUTION.

The Chairman, addressing tho shareholders, said:-Gentlemen, as you will have gathered from the notice which the secretary has just read out to you, this meeting has been convened on requisition by certain shareholders of the com-

pany.

Investments Policy.

i

The main object of the company' was fulfilled and carried out on the completion of the building and ownership by the company. Before going further, Mr., d'Almada said that he must refer to the sale of Exchange Building in order to make his position clear to shareholders.

As you have already been inform ed, your Directors' view is that having regard to all the surround ing circumstances now prevailing, the field in which such monies can be most profitably employed is by way of investment in shares and There are two resolutions before elsewhere, I may mention that, to Association of the company did

securities both in Hong Kong and

The Memorandum and Articles of the meeting the first of which calls date, the investments made by the mention acveral other objects apart for express sanction by the share- holders of any proposed invest solution passed on July 2 last, haveing. These, however, were sub. company in accordance with the re- from ownership of Exchange Build- ment of the monies of the company, shown that the policy of the direc-siduary and ancillary to the main while the second resolution re- quests a return of capital to the tore in this regard was justified. object, and as such they could be It is alex, I think, obvious that considered secondary. When the shareholders. With your permis- if there is to be no return of capital directors came to the point where sion, I will deal first with that re-to the shareholders, the moneys of investinent of money in shares was solution No. 2 set out in the said the company cannot be allowed to concerned, they had actually con notice..

lie in the bank merely earning (as aulted shareholders which showed at present) one per cent,, but must that though they had the power, be employed by the company in the they hesitated to do so. This con- best interests of the shareholders, firmed his view that such an object and as I have already indicated, was a subsidiary one.. tha: directors are of the opinion. As shareholders, one and all that the same should be invested in were very grateful to the directors shares and securities No.1 which will shortly be pro- Building and the general running of Resolution for the completion of Exchange posed for your consideration, lays it. They deserved much credit for down that such monies can only be so invested with the sanction of the shareholders in general meeting.;

Those who attended the general meeting of this company held on July 2 last, will remember that Auch meeting was convened for the purpose of obtaining the con- firmation of the shareholders to the sale of Exchange Building and for the further purpose of obtaining the sanction of the shareholders to the policy proposed to be adopted by the directors with regard to the employment of the purchase monica received by the company in conse- quence of such sale.

Exchange Building.

and

Dangers of Delay,

it.

As far as the history of the com- pany was concerned the main busi nees was confined almost absolutely to two items: oue, the acquisition of Exchange Building, and two, Repulse Bay, erection of certain bungalows at

+

Requisitionists' Views.

d'Almada explained that there was Before proceeding, further, Mr. no question of a dispute or fight between the shareholders and the directors. It was merely an attempt on the part of the requisitionists to put forward their views after mature consideration of the sur- those views as the only possible rounding circumstances, and to urge views to be held in the present state of trade and the general posi- tion of the Colony.

Now, it should, I think, bo ap- In my address to the shareholders offering from time to time for pro- parent that if the opportunities at the meeting in question, 1, da fitable investment are to be taken chairman. thereof, particularly advantage of; the delpy which pointed out that the terms of sale would inevitably occur if the sauc embodies (inter alia) a provision tion of shareholders bad first to that this company should carry be obtained, must be avoided, for a second mortgage on Exchange otherwise the opportunities in ques Building to the extent of 2050,0009, tion would probably be missed, and full repayment whereof would nul I feel certain that the adoption of become due for a period of ten the course proposed would prove to years, and further that the partial be quite unworkable in practice, repayments provided for in that relation could not be insisted upon the wisest course for the sharehold I accordingly submit that for a higher amount than $35,000 crs will be to leave this matter; as per year. I further remarked that heretofore,. to the discretion of the your directors considered it would directors. be imprudent to return any capital

With regard to the sale of this to shareholders, as they deemed it

building, preliminary negotintions desirable to keep the assets of the

were entered into by the directors company in a liquid form against

with consulting shareholders and the possible contingency, however

they were perfectly entitled to do. remote, of any default arising in

As I have already stated, this so. When it came to the final connection with such second mort meeting has been convened at the settlement of the terms sharehold gage, whereby it might become instance of certain shareholders of ere were consulted and the matter necessary for your company to effect the company by requisition forward was bit through. As far as the re redemption of the first mortgage ined by them to the directore in quisitionists wore concerned, said. favour of the bank which mort writing, pursuant to Article No. 08 Mr. d'Almonds, they desired to Bage you will recollect is for the of the Articles of Association of the congratulate the broker who. sum of $1,750,000 600,402

put Company and in accordance with through the deal. The whole thing Section 67% of the Companies Or was a case of a landlord solling bie' didanco, 1911, and has not been premises to his principal tenant andi convened at the instance of the employing a broker to put through directora." I will, therefore, now the "deal, although the landlordl call upon Mr. Q F. Ribeiro, who himself in this case was empowered forwarded such requisition to the by the memorandum to set as a directors, to propose the resolution broker in linds and buildings. No. 1 set out in the notice.

-

For the foregoing reason, the directors of your company will vote against both the said resolutions, and I ask the shareholders to do the same

Opposed to Return of Capital. Your directors sco no reason for altering their opinion, and for this renson, among others, they are opposed to any return of cupital to shareholders at this juncture. In the future the position may alter

The terms of the sale wore alrendy and auch a course may recommend

well-known, to shareholders, but it itself to your directors as being in

Mr. "Leo d'Almada's Criticism. was as well at this stage to repent, holders, but such, in your directors on behalf of the requisitionists 81,780,000 was paid by the purchaser the best interests of the chare In rising to address the meeting some of the details. The purchase prick was 82,400,000 Vănds of this opinion, is not the position to-day. Mr. Leo d'Alanda e Castro, int and the balance 8660,000 was one

With regard to resolution No. said he must thank the chairman 1, your board, although it was not and shareholders for allowing him second mortgage to the Realty Co. legally necessary so to do, abtained the privilege of speaking. the permission of the shareholders Before dealing with the actual to their employing the assets of the subject matter of the resolution, company in investment an

mort said Mr. d'Almada, it was necessary gage and in share and soourition, for him to go back a little way and thereby conforming to the generally reiterate very briefly the history of ing. to the financial position of the accepted basis of the business of the Hong Kong Realty and Trust

Investment Trust Company. It Co., Ltd.

is obvious that if there is to be no

The company.

formed in 1923 return of capital to shareholders with its main and almost sole ob at the present Juncture, it is inject in building the very fino edifice perative that stops shall be taken now known as Exchanga, Building. to employ the liquid hects of the The state of the money market, then company in the most advantageous was easy and, Mr. d'Almada said, mannor in order that if possible, money was plentiful. Capital was

logo plus ly received from Exchange Build building was eventually completed ing) may be maintained.

in 1020..

on the building with interest at 7. per cent, star, st

this case I must deprecato it, but " It is always regrettablo, and in it is necessary to refer at this meet

other company concerned in this transaction. I, would-profer-not to refer to it by name In order to appreciate the proper position, it was necessary to explain that in a letter in reply to the requisitionists it was mentioned that the $1,750,000 was to be kept within the company, to meet any possible but remote! poulingdars in the event, el of the first mortgage,

(Continued on Page 1.)

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