182 
THE TEOPICAL 
AGRICULTURIST. 
[Skit. 1, 1898. 
Melbourne, Hamilton A. Hancock, Director of the 
Ceylon and Oriental EstateB Company, Limited. John 
Young, 71 and 73, Tooley Street, S.E., Managing 
Director of Cooper Cooper and Company, Limited. 
William Johnson (Johnson, Dodds & Co.), 29, Mii.cing 
Lane, E.C . Director of the Pallikelle Ceylou Estates, 
Limited. Clive Harding Meares, 71 and 73, Tooley 
Street, S.E., Managing Director of Cooper, Cooper 
& Co., Limited. 
PROSPECTUS. 
This Company is formed for the purpose of ac- 
quiring as going concerns the well-known ba^'iness 
and assets of Cooper Cooper & Co., Limited, the 
Manchester and London business of Messrs Johnson, 
Dodds & Co., the Ceylon and Oriental Estates Com- 
pany, Limited, the Pallikelle Ceylon Estates, Limited, 
and other producing estates in Ceylon, whereby it 
is believed that one of the most important amal- 
gamations of cocoa and tea producing and distri- 
buting business will be effected : 
(a) The business of Messrs. Cooper Cooper and 
Co. was founded in the year 1866, and was con- 
verted into a limited liability company in Odober 
1895. As wholesale and retail dealers in tea, coffee 
and cocoa this concern enjoys a high reputation, 
and has over 100,000 customers at its various es- 
tablishments in London, Belfast, Dublin, Glasgow, 
New York, Brussels, and the chief Continental cities. 
(/)) Messrs. Johnson, Dodds & Co have recently 
established at Manchester and London a wholesale 
Tea distributing business, and have at the present 
time a large number of accounts on their books, they 
hava also a general grocery business at Newcasile-on- 
Tyne, which will not be acquired by the Company, 
but they will purchase the Tea required in connec- 
tion with such business from the gardens acquired 
by the Company. Messrs. Johnson, Dodds A' Co. 
take the whole of their purchase consideration in 
shares of the Company, and guarantee that the pro- 
fits from that branch of the Company's business shall, 
during the next three years, amount to at least 
5,000 p er annum. 
(c) The Ceylon and Oriental Estates Company, 
Limited, was jfornied in the year 181*2 to acquire 
numerous valuable plantations and estates jin Ceylon. 
The Company has been very successful, substantial 
dividends having been paid, and for some time past 
the shares have been regarded as a safe and pro- 
fitable investment. 
(d) The Pallikelle Ceylon Estates, Limited, was 
formed in June, 1896, and own some of the most valu- 
able Cocoa estates in the Island. The first year's 
operations were sufiicient to allow of a dividend of 12 
per cent, on the Ordinary Shares, and the latest 
reports show a large increase of profits. 
(e) This Company acquires, in addition to the 
foregoing, ten privately owned estates in Ceylon, which 
are being worked at a profit by their respective 
owners, and which will add an additional source of 
strength to the present amalgamation. 
The estates above mentioned represent a total ap- 
proximate acreage of 19,670 acres, of which 10.580 acres 
are already under cultivation — 6,860 acres bein^ in 
Tea, 3,541-i Cocoa, and 177 Coffee and Crotous. 
Tea. Cocoa. 
The output of Estates for the lb. lb. 
season 1S96-7 was ..1,985,680 590,128 
For 1897-8 the output was . .2,046,502 604,240 
The estimate of crops for 
1898-9 is .. ..2,210,000 708,960 
The directors reserve to themselves the right to 
eliminate any of the privately owned estates, should 
they deem it advisable, on the grounds of defec- 
tive title, delay in transfer, or otherwise, in which 
case the purchase price and proportionately the De- 
benture Stock issue would be reduced, or other 
estates substituted. They think it right, however, to 
state that they do not anticipate any such occur- 
rence, but have taken the precaution referred to iu 
the interests of the company. 
The various businesses, estates, &c., will be taken 
over from the dates mentioned in the several con- 
tracts, f urther particulars of the estates j will be 
fgtind on the sheet accompanying this prospeotusi 
Advantages ok the Amalgamation.— The director* 
do cot think it necessary to point out at any leugib 
the various advantages that are practically aneared 
by the combination of interebts, as they must be 
apparent to investors and the public generally. Con- 
EK^rable economy will b« effected lu connection with 
the cot-t cf adDiiuietrattoD, whilst the combinntion 
of production and distribution, by diminibbing the 
intermediate charges, must ensure increased profit*. 
The company acquires the various butJuec-beB and 
estates as going concerns, the existing arraugeme<:ts 
as to management so far as requisite, being con- 
tinued, whilst it will be noted that ibe Board is 
composed of practical men, mostly intimately aaso- 
ciated with the tr<vde, who will have a conbiderable 
financial interest in the concern. 
Valuations.— Mr. E H. Hancock (of the firm of 
Messrs. Hancock Brothers & Co., 28, Mincing Lane, 
E.C), who has recently returned from Ceylon, has 
valued the estates, including factories, machinery, 
growing cropf. A'c, whilst Messrs. Izard, French, 
& Izard, of Gracechnrch Street, E.<'., have valued 
the premises, fixtures, horses, vans, Ac, of Cooper, 
Cooper <t Co., Limited, and Messrs. Johnson, Dodds 
& Co. The foregoing valuations are set out in full 
in the sheet accompanying the Prospectus, and amount 
exclusive of goodwill, to .. £414,500 0 0 
To this must be added the stock-in- 
trade, cash balances at the Bankers, 
and the guaranteed book debts of 
Cooper Cooper A' Co., Limited, and 
Messrs. Johnson, Dodds A' Co., amount- 
ing to .. .. .. 73,227 8 7 
Further working capital to be provided 
by this issue . . . . . . 20,000 0 0 
Making a total ,valae, exclusive of 
goodwill, of .. ' .. .. £507,727 8 7 
Certificate of Profits.— Messrs. Arthur Goddard 
A' Co., Chartered Acoountaots, of St. George's Houkc, 
Eastcheap, E.C, have furnished the Directors with 
a detailed certificate as to the profits of the various 
businesses to be taken over. 
This certificate is set out in full on 
the sheet accompanying the Prospectus, 
and shovis the annual net profits to be. .£42,699 7 11 
With a probable further annual profit 
in connection with one of the busi- 
nesses of . . . . . . . . 1,500 0 0 
Making in all .. .. ..£44,199 7 11 
Taking, however, the profits at £42,699 
78. lid. only, it will be seen that after 
paying interest on the Debenture Stock 
(£12,500 per annum) and the dividend 
on the Preference Shares (£10,200 per 
annum) there would remain.. ..£19,999 7 11 
Which is sufficient to pay 10 per cent, on the Ordinary 
Shares, leaving a balance of over £3,000 for administra* 
tion expentes, Ac. The Managing Directors have ex- 
pressed the greatest confidence as to an increase in 
future profits of the distributing businesses, whilst the 
estimate of the 1898-9 crops shows a considerable in- 
crease on the output of the preceding season. 
Working Capital. — With the additional £20,000 
cash provided by this issue, the Company will have 
besides the growing crops, liquid assets available as 
working capital, amounting to about £120,000, which ie 
ample for all present requirements and developments. 
Purchase Price.— The Vendor, who has contracted 
to purchase the various properties, and is reselling at 
a profit, has fixed the pnrcnase price of the various 
properties and assets, inclooing the goodwill at 
£570,000, payable as to £70,000 by the allotment to him 
or his nominees of 20,000 fully paid-up Preference 
shares, and 50,000 ordinary shares of the Company ; 
and as to the balance, in cash, shares, or debenture 
stock, at the option of the directors of the Company, 
The Vendor pays all expenses in connection with 
this issue up to and including the first general allot- 
ment of sheires. 
