G.E.L.Ni.O. Co. Acquirement Terms.
Page 11
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Tile following is the text of the official statement that has been issued:—
L The London General Co. shall purchase the shares of the Great Eastern Co. at the price of 20s. per share, payable as to 10s. in ordinary stock and 10s. in preference shares of the London General Omnibus Co., to be taken at par. value, such stocks to rank for dividend pan passu with the existing stocks of the London General Omnibus Cu.. the preference certificates to be dated as from 1st January, 1911, and the ordinarycertificates from 1st October, 1910.
2. The London General Co. shall apply for a tpuitation of such shares immediately after the completing of the purchase.
3. 'The purchase shall not be carried into effect unless the shareholders holding at least 75,000 shares of the Great Eastern Co. accept. This acceptance to be signified IT n the signing hereof.
4. The purchase shall be accepted by individual shareholders of the Great Eastern Co. within one calendar month of the date hereof, and completed by the exchange of London General Omnibus Co. certificates as soon as possible thereafter.
5. On the completion of the purchase or upon the transfer of the said minimum numbered 75,000 shares Mr. Skinner. one of the directors of the Great Eastern Co. shall retire. and the London General Co. shall add such of their directors as they desire to the Great. Eastern Cu.'s Board.
6. Mr. Skinner shall receive as compensation the sum of £450. being a sum equivalent to the fees he has received during the past three years. 7. Until thefiquidatien of the Great Eastern Cm, Sir Thomas
D. Pile and Mr. -Fred Griffiths shall divide the sum of £1,000 per annum as directors' fees, and the nominees of the London General Co. shall receive no fees from the Great Eastern Co.
8. The said Sir Thomas D. Pile and Mr. Fred Criffiths shall
forthwith join the 'Board of the London General Co. without fees.
9. On the liquidation of the Great Eastern Co., the said Sir Thomas D. Pile and Mr. Fred Griffith. shall receive fees as members of the Board of the London General Co., and the staff of the Great Eastern Co. shall be taken over by the London General Co.
10. This agreement is conditional upon the following representations of fact, which are the foundation upon which the agreement is entered into :— (a) The Great Eastern Co. is in a position to determine its contract for the purchase of Straker-Squire chassis in regard to all chassis exceeding the number of 50 without compensation, such chassis not to cost more than £540.
(b) The Great Eastern Co. had on the 311t January, 1911, in hand or on deposit (including therein the sum of £5,000 recently paid to Messrs. Straker and Squire on account of chassis not yet delivered) the sum of £3,000 over and above the total net indebtedness of the Great Eastern CO. (after allowing for the small debts owing to them and the value of unexpired licences and insurances paid in advance), including its debenture issue.
(c) The joint certificate of the auditors of the two companies shall be conclusive on the above point, and goods ordered but not delivered are not to be included as debts.
A No fresh contracts or liabilities other than for current expenses have been entered into or incurred since the 31st January, 1911, and shall not be pending the completion. (e) The total capital of the Great Eastern Cu. is £120,733.
11. Prior to the transfer of the shares the Great Eastern Co. may declare a dividend at the rate of 6 per cent, per annum for the half-year ending 31st December, 1910, payable to their existing shareholders forthwith.