534 
THE CHEMIST AND DRUGGIST 
October 5, 1895 
‘Wew Companies ant) Compani? 
IRews. 
John H. Spence (Limited).— Capital 2,0002, in 52. 
shares. Objects: To carry on the business of manufacturing 
chemists, spice-grinders and spice-merchants, importers and 
exporters, and preparers of sheep and ox guts, sausage-skins, 
and for all purposes for which it is or may be used ; also for 
building refrigerators, chilling-counters, cabinets, &c , also 
machinery-merchants and manufacturers of and dealers in 
any such articles as may be from time to time considered 
advisable, and general merchants. First subscribers : — Wm. 
Ealston, sen., poulterer, Giffnock ; Wm. Ralston, poulterer, 
Giffnock; David Rae, Pollokshields, Glasgow ; John Spence, 
merchant, Rutherglen, Glasgow ; Frederick Warnbach, offal- 
merchant, Glasgow; Thos. Walker, builder, Cambuslang; 
Robert Walker, builder, Cambuslang. 
New Chemical Works (Limited). — Capital 3,0002., in 
2,000 12. “ A ”and 20,000 Is. “ B” shares. Objects: To acquire, 
develop, and work certain works acd property mentioned 
in a draft agreement (which is not detailed). The first 
subscribers (each with one “ A ” share) are : — C. T. Kingsford, 
3 Copthall Court, E.C., gentleman ; J. Maughfling, Church 
Path, Wanstead, Essex, clerk ; A. H. Scrofton, 43 Temple 
Street, Birmingham, auctioneer ; W. H. Fox, Kidmore End, 
Oxon, gentleman ; W. R. Hume, 7 Cambridge Road, Barking, 
secretary; W. G. Smith, Finsbury House, E.C., gentleman ; 
W. T. Thompson, 32 Chandos Road, Bast Lejtonscone, clerk. 
The first directors (to number not fewer than three nor more 
than seven) are to be nominated by the subscribers. Re- 
gistered office, 43 Temple Street, Birmingham. 
Seqtjah (Limited). — The directors of this company have 
come to the conclusion that it is desirable to wind it up, 
and a meeting of shareholders is called to consider the 
proposal. 
Chemists’ Co operative Society (Limited). — On the 
requisition of a sufficient number of the shareboLdeis in this 
company, an extraordinary meeting was held at the Cannon 
Street Hotel on Saturday last, September 28. The meetiug 
had been summoned on the instigation of a committee of 
shareholders, of whom Mr. T. H. Davison, of 30 Great St. 
Helen’s was the Chairman, who have been considering 
especially the negotiations between the directcrj of the 
Chemists’ Co-operative Society (Limited) and the Trust 
Agency (Limited). In a circular issued on September 23, 
and signed by Mr. T. H. Davison, as Chairman of the Share- 
holders’ Committee, it was stated that after careful in- 
quiry, and the Chairman of this committee having met the 
directors of the Chemists’ Company on several occasions, 
and having had before them all documents and correspond- 
ence between the two companies, this committee begs to 
report as follows : — “ The directors having allotted shares 
upon the small capital subscribed, should thereupon have pro- 
ceeded to take over the businesses on the terms of the pro- 
spectus, or on the basis of the supplementary agreement to 
the original contract, dated June 15, either in subdivisions 
or as a whole, as the circumstances might reasonably warrant, 
and your committee report that this could have been done 
immediately after June 15 last.” It is stated in the same 
circular that on June 25 the directors of the Chemists’ Com- 
pany arranged with the Trust Agency to take over the 
businesses in batches of five and six each, and with that end 
in view proceeded to adjust the stocks-in-trade, but on 
July 8 difficulties were raised by the directors demanding 
conditions from the Trust Agency Company at variance with 
the contracts entered into. From the correspondence this 
committee gathers that the attitude of the Trust Agency 
Company has been of a conciliatory character, and in the 
interests of the Chemists’ Company, but it regrets that so 
far every effort to bring the business to a satisfactory con- 
clusion has failed. The committee recommended that, at 
the meeting on Saturday, the shareholders should pass a 
special resolution that the Chemists’ Co-operative Society 
(Limited) be wound up voluntarily, and to appoint a liqui- 
dator or liquidators, and to confer with the liquidator 
or liquidators so appointed by special resolution the 
powers authorised by Article 129 of the Articles of Associa- 
tion. Unless that course were adopted the committee be- 
lieved that prolonged litigation would ensue, first, by certain 
large shareholders who have already commenced proceed- 
ings ; and secondly, by the Trust Agency Company, for 
alleged breach of contract. In the meantime and 
pending result of this litigation, which might be pro- 
tracted, no moneys could be repaid to the shareholders. 
About fifty shareholders attended the meeting, and the Hon. 
Mark F. Napier, Chairman of the Board of Directors, was in 
the chair. At the outset he produced a letter from the 
solicitors of the company, Messrs. Ashurst, Morris, Crisp & 
Co., stating that the notice of this extraordinary general 
meeting had by a slip been delivered one day late, so that 
instead of seven clear days intervening between the service 
of the notice and the day fixed for the meeting only six 
clear days’ notice had been given. Consequently any reso- 
lutions which that meeting might pass would be invalid. 
He (the Chairman) had come to the meeting at great per- 
sonal inconvenience. He had come up from Scotland for 
the purpose, and for the fir.s6 time had seen this letter from 
the solicitors. Mr. Davison (who, it was stated, held 1,310 
proxies) then spoke in general support of the propositions we 
have quoted from his circular. Mr. Dillon Lewis, director 
of the Trust Agency and holder of 500 shares in the Chemists’ 
Company, also spoke. He asserted that the Trust Agency 
could have handed over to the company the forty businesses 
as stated in the prospectus, and were ready to afford the 
directors such legal assistance as they might require. He 
further said that Mr. Davison who had moved in this matter 
had no connection whatever with the Trust Agency, He com- 
mented severely upon the conduct of tli3 Chairman, especially 
in regard to having a meeting such as this called for a 
Saturday in the City of London, and he declared that the 
report of their previous meeting which the directors had sent 
out was deceitful and misleading. The result of the inaction of 
the directors had been that some of the largest shareholders, 
among whom he mentioned Mr. Baird (who held upwards of 
a quarter of the shares in the company), were seeking to get 
their money repaid, and Mr. Baird had actually commenced 
proceedings at law with that object. He insisted that the 
company should have taken over the businesses in batches 
as agreed upon. The difficulties in the way of doing this 
were raised by the directors themselves. The Chairman said 
the directors had throughout acted in conformity with the 
advice of their solicitors, and they had shown their good 
faith towards the Trust Agency by paying them 5001. in 
cash in regard to the contract. But the money had been 
subscribed for the purchase of the foity businesses, and they 
were not going to part with it until they were satisfied that 
the whole forty would be conveyed. They had agreed to 
take the forty businesses for 11,0002. in cash and 50,0002. in 
shares. The money was in the bank, and the vendors could 
have it on Monday if they brought them the businesses. 
Some further discussion followed respecting the subsequent 
date for a meeting, but no definite decision was come to. 
©pcn'mig; nf fijc Sf.sslc(ii. 
T he introductory addresses at the opening of the medical 
session have been much above the average in general 
interest. St. Thomas’s had the courage to make a new 
departure by getting an oration from Sir Edwin Arnold. 
The famous poet, in the course of his speech, told his 
audience, in diplomatic but unmistakable language, the 
view of men of culture outside the medical profession of 
the practice of vivisection. He would not prohibit it alto- 
gether, but he would restrict it to the most absolutely 
necessary occasions. “ May I nob kill a cat to save a 
bishop ? ” was the question which bad been once put to him 
by a famous surgeon. “ Yes. Sir Henry, if, having accom- 
plished your object, you will give the cat a funeral in 
Westminster Abbey,” he had replied. At Guy’s Dr. George 
De’Ath spoke, epigrammatically, on “ Our Profession, our 
Patients, our Public, and our Press.” He was very severe 
on the “essences of surgical knowledge and tabloids of 
