Liquidation of the R.M.C. Syndicate.
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A meeting of the creditors of the R.M.C. Syndicate, Ltd., of io9, Victoria Street, Westminster, S.W., was held at the Carey Street offices of the Board of Trade, on Thursday, the 3oth April, the Assistant Official Receiver, Mr. Watley, presiding. The statement of affairs, submitted by J. H. Dickinson (managing director), J. Lindsay Scott (director), and F. C. Lewis (secretary), showed liabilities, to 27 unsecured creditors, of 4-2,215 8s. md., and assets, including £1,875 unpaid calls, of 4:1,893 os. 3d. The estimated deficiency was thus .4..322 Ss. 7d.
The Official Receiver, in his observations, stated that the winding-up order was made on 17th March, 1908, on a creditor's petition. The company was registered on t4th June, 1907, to promote and finance business undertakings of all kinds, particularly a company to he called the Rover Motor Cab Company. The nominal capital was -£5,000, in 100,000 ordinary shares of one shilling each. On 22nd August, '907, the capital was increased to £20,000, by the creation of 3oo,ocio additional shares of one shilling each. Dickinson, the promoter of, and vendor to, the company, was stated to have acquired from the Rover Company, Ltd., Coventry, the sole right to the Rover cab, and the name " Rover " in connection with cabs, and to have contracted with the Rover Company to take a minimum number of its cabs within a given time. By an agreement dated 4th July, 1907, Dickinson sold to the company 50a rnotorcahs, complete with tires and body, but without accessories, at 4;3oo each, the cabs to be delivered at a minimum rate of 20 per month, commencing in
September, 1907. By another agreement, dated 17th .August, 5907, the
company allotted 40,000 fully-paid shares to Dickinson, in consideration ot services rendered, or to be rendered, in connection with the promotion of the company. This agreement was superseded by a further agreement, made between Dickinson and the company, by which Dickinson agreed to sell to the company, for four years from the date of the agreement, all Royer motorcabs required by the company, at Lao per cab, provided that the company, during the first two years, purchased at least 500 cabs per annum, and not less than 200 cabs per annum during the third and fourth years. The company was to be entitled to the exclusive license to use the word " Rover," and the company, in consideration of tilt. benefit and rights conferred upon it, and on Dickinson's agreeing to surrender the 40,000 fully-paid shares, issued to Dickinson ioo,o0o fully-paid shares. The 40,000 shares were then cancelled.
On 6th September, 1907, the directors issued a prospectus marked " private and confidential, for private circulation only," to a selected number of persons, consisting principally of shareholders of the Rover Company, Ltd., offering 293,900 shares of the COMpanv for subscription. The issue of the prospectus was regarded by the directors as a private one, although the company's solicitor advised that he was doubtful whether the issue could be so considered. As the result of the prospectus, 163,700 shares were applied for, and these shares, together with 8, /70 privately subscribed, were issued by time company. No formal allotments of the shares took place. On 29th November, 1907, the directors issued a second prospectus, offering for public subscription 128,coo shares of the company, and 9,139 shares were applied for. The money subscribed was, however, refunded to applicants, owing to the omission to state in the prospectus the minimum subscription upon which the directors were prepared to go to allotment. The company was stated to have sold nine motorcabs, and to have made a profit from the safe of about
;C240. The scheme for establishing the proposed Royer Motor Cab Company was never brought to completion. The failure of the company was at tributed to lack of funds. The unsecured debts were in respect of the following amongst other items : advertising, 4:907; printing, £5'3; directors fees, 4:303 ; law costs, 4402. Unpaid calls, .4;6,875, were due by three con tributories. The directors and secretary estimate that calls amounting to 4.1,875 will be paid in full, but they are unable to estimate what, if any, sums will be recovered of the remainder.
Supplementing these facts, at the meeting, the Official Receive? said that further claims h.ad been received, so that the estimate of Ac2,215 due to unsecured creditors would be found to have been understated. With regard to the transaction with Dickinson, by which 4o,000 shares of the company were cancelled, on referring to the articles of association it was doubtful whether there was any power in the company to make the cancellation. Whether any claims would arise on that would have to be considered.
The only business was the appointment of a liquidator, and the nomination of Mr. H. Wingfield for the office was moved and carried. At a subsequent meeting, the shareholders confirmed this appointment.