Document byjBXdMm9j6Y0my442Y6NyrKg

FILE NAME Cape Asbestos CAPE DATE 1970 Mar 31 DOC CAPE112 DOCUMENT DESCRIPTION Charter Consolidated Ltd. - Annual Report and Accounts Legal - Tibbs Case Exhibit 10 TA LOA ATIVONY lld da - <20d PO 8b 6E-01 WY - GNVI-HOY NOWS 1d SV - cOHASVO DE 6SZLO0hd annual report and accounts 31 march 1970 Canada PO Box 70 Jameson Avenue Australia ELECTRONICAL Y 4 CHARTER CONSOLIDATED LIMITED ELCTRONIAY FILED - NOTICE IS HEREBY GIVEN pursuant to paragraph 2 in the Third Schedule 2023 to the Trust Deed dated 24th June 1969 and made between Charter Consolidated Oct Limited hereinafter called the Company of the one part and The Law 18 Debenture Corporation Limited hereinafter called the Trustees of the other 10:39 part that a MEETING of the holders hereinafter called the Stockholders of the AM - 5 per cent Convertible Unsecured Loan Stock 1984 of the Company will be held RICHLAND at Winchester House 100 Old Broad Street London E.C.2 on Tuesday the 14th day of July 1970 at 12.10 p.m. or so soon thereafter as the Extraordinary General - Meeting of the Company shall have been concluded or adjourned when the follow- ing Resolution will be proposed as an EXTRAORDINARY RESOLUTION COMN RESOLUTION PLEAS THAT such modifications of the rights of the Stockholders as may be - involved in the implementation by the Company of the provisions of the Share Incentive Scheme set out in the Appendix to the Circular Letter to the Shareholders of the Company dated 18th June 1970 a copy of which document accompanied the Notice convening this Meeting be sanctioned and that 203CP41759 accordingly the said Share Incentive Scheme be approved By Order of the Board D. S. BOOTH Joint Secretary 18th June 1970 40 HOLBORN Viaduct LONDON E.C.1 . NOTES 1 A Stockholder entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies to attend and on a poll to vote in his place A proxy need not be a Stockholder 2 Instruments of proxy must reach the Company at Kent House Station Road Ashford Kent not less than 48 hours before the time of the meeting 2413 B. M. & CO LTD S77584P CHARTER CONSOLIDATED LIMITED 40 HOLBORN VIADUCT LONDON E.C.1 18th June 1970 To the holders of the 5 per cent Convertible Unsecured Loan Stock 1984 of the Company the Stockholders DEAR SIR or Madam SHARE INCENTIVE SCHEME You will find enclosed herewith a letter to the Shareholders of the Company setting out in the Appendix thereto a Share Incentive Scheme under which up to 2,968,588 shares in the Company representing 3 per cent of the present issued Share Capital will be available for subscription by senior employees of Charter Consolidated Services Limited the Company which employs those who have overall responsibility for the Company's worldwide business Your attention is drawn to the provisions of the Scheme which are summarised in my letter to the Shareholders The Scheme requires your approval since under the Trust Deed constituting the Convertible Unsecured Loan Stock the Company is prohibited from ) distributing to its Members any capital profits or capital reserves or any profits or reserves arising from a distribution after 21st May 1969 of capital profits or capital reserves by a subsidiary except by means of a capitalisation issue in the form of fully paid shares of the same class as the shares of the Company in issue at 21st May 1969 ii issuing any securities by way of capitalisation of profits or reserves other than fully paid shares of the same class as aforesaid issued to the holders of such shares The Company is also prohibited from creating any equity share capital which ranks in any respect in priority to the shares in issue at the aforesaid date or from modifying the rights of such shares The shares to be issued under the Scheme and the shares which under the provisions of the Scheme will be issued in respect thereof on a capitalisation issue will be a different class from the shares in issue on the 21st May 1969. Further the proposed alteration to Article 132 of the Company's Articles of Association will enable the shares to be issued under the Scheme to participate in full on any capitalisation albeit that they may be only partly paid You will find overleaf a Notice convening a Meeting of the Stockholders for the purpose of proposing an Extraordinary Resolution sanctioning such modification of your rights as may be involved in the implementation of the Scheme You will note that in my letter to Shareholders I recommend the Scheme for their approval as being beneficial to the Company's long term interests I feel that such recommendation applies equally to the Stockholders and I would recommend all Stockholders to give it their support by voting in favour of the Resolution The provisions of the Scheme have been considered by The Law Debenture Corporation Limited the Trustees of your Loan Stock and they have authorised me to say that in their opinion the Scheme is proper for submission to the Stockholders You will also find enclosed a Proxy In view of the fact that the quorum required for passing an Extraordinary Resolution is the holders present in person or by Proxy of a clear majority in nominal value of the Stock for the time being outstanding it is essential that you should complete and return the Proxy in accordance with the instructions thereon as soon as possible The return of the Proxy will not prevent you from attending the meeting and voting in person if you are able to do so Yours faithfully H. V. SMITH Chairman P.T.O. FOR INFORMATION ONLY CHARTER CONSOLIDATED LIMITED ELCTRONIAY FILED 40 HOLBORN VIADUCT LONDON E.C.1 - To the Shareholders Dear Sir or Madam 18th June 1970 2023 Oct 18 SHARE INCENTIVE SCHEME 10:39 Your Directors have formulated and recommend for your approval proposals for a Share Incentive Scheme under which up to 2,968,588 shares in the Company representing 3 per cent of AM the present issued share capital will be available for subscription by senior employees of Charter - Consolidated Services Limited C.C.S. Limited the company which employs those who have overall responsibility for the Company's worldwide business These employees include executive directors of RICHLAND the Company itself The Scheme contains provisions for the offer of shares on a partly paid basis and is designed so that for a small initial capital outlay a participant who continues in service with C.C.S. Limited can - obtain the benefit of any long term increase in the value of the shares which may be expected to accompany successful management while accepting the risk of loss if the Company fails to prosper COM N The following are the main points of the Scheme which is set out in full as an Appendix to this letter - a The Board of Directors will have a discretion as to those to whom they may offer participa- PLEAS tion in the Scheme b The price at which participants are to subscribe for shares the Subscription Price will be the average of the middle market quotations on The Stock Exchange London of a - fully paid registered share of the Company for the period of one month prior to the date of offer though the Board of Directors has a discretion to fix a higher price c The shares will initially be partly paid the participant paying up 2 per cent of the Sub- 203CP41759 scription Price appropriated as nearly as convenient pro rata to the nominal value thereof and to premium d The maximum number of shares which may be held by any one participant as a result of offers under the Scheme must not exceed in value at the Subscription Price appropriate to each share five times his annual rate of remuneration at the date he is offered the shares There is also an overall maximum for any participant of 50.000 shares 203CP401759 e The participant may decide to pay up the balance of the unpaid Subscription Price on any shares at any time ( after ten years from the date of issue of those shares or ii after five years if he was aged 45 or over at the date of their issue or iii after he has attained the age of 50 and at least five years have elapsed since the date of their issue or iv after retirement The Company has a discretion to allow earlier payment in special circumstances e.g. exceptional health or incapacity In the case of the death of participant his personal representatives will be entitled to pay up the balance of the Subscription Price at any time f The Company may require the payment of the balance of the Subscription Price in any of the following circumstances - i at any time after the participant himself is entitled to pay up the shares as provided by paragraph e above provided that the average of the middle market quotations on The Stock Exchange London of a fully paid registered share of the Company during the period of one month immediately preceding the date of the proposed call is in excess of the Subscription Price or ii at any time after 2 years from the death of the participant 1 I'S Oe ELECTRONICAL Y ELECTRONICALY ELCTRONIAY g If a participant leaves the employment of C.C.S. Limited otherwise than on death or retirement the Company shall have the right either ) to permit such holder to continue to hold the partly paid shares together with any FILED shares derived therefrom by way of capitalisation in which case the Company will be entitled at any time to make a call for the balance of the Subscription Price or ii to require that such partly paid shares together with any shares derived therefrom by - 2023 way of capitalisation be sold to another participant at a price equal to the amount paid up thereon in which case the balance of the Subscription Price payable by any Oct participant to whom such partly paid shares are transferred will be appropriately adjusted 18 h The partly paid shares will not rank for any dividend They will however rank in full for 10:39 shares on scrip issues though these shares will not rank for any dividend while the shares from which they are derived remain partly paid Any rights issue or other offer or invitation AM made to shareholders as a class will be extended to the holders of partly paid shares Neither the partly paid shares nor any shares arising on a scrip issue to holders of any such partly - paid shares will entitle the holders to vote at any General Meetings of the Company The partly paid shares will not be transferable These restrictions on dividends voting and RICHLAND transfer will all disappear as and when the partly paid shares become fully paid in accor- dance with the Scheme ) The maximum number of partly paid shares to be issued under the Scheme will be 2,968,588 - which figure will be subject to adjustment to take account of any subsequent capitalisation issues No alteration may be made to the above limitation nor to any of the specific COM N provisions of the Scheme without the approval of the Company in General Meeting and the consent of the holders of the 5 per cent Convertible Unsecured Loan Stock 1984 the Loan Stock of the Company In other respects the Scheme may be amended by the Board from time to time PLEAS PLEAS - You will find set out on page 7 a Notice convening an Extraordinary General Meeting of the Company to be held on 14th July 1970 for the purpose of considering a Special Resolution to give effect to the foregoing proposals and to effect certain consequential alterations to the Articles of Association You will note that such Resolution is conditional on the passing of an Extraordinary Resolution of the holders of the Loan Stock at a meeting of such holders which has been convened for the same day I believe that the introduction of the Scheme will be beneficial to the Company's long term interests and I therefore recommend all shareholders to give it their support In doing so I should add that neither I nor Mr. S. Spiro the Deputy Chairman and Managing Director will participate in the Scheme 203CP41759 Yours faithfully H. V. SMITH Chairman Note form of proxy for use at the Extraordinary General Meeting is enclosed Please complete it in accordance with the instructions thereon and return it as soon as possible and in any event so as to reach the Company at Kent House Station Road Ashford Kent not less than 48 hours before the meeting You will not by completing such form be precluded from attending and voting in person at the Extraordinary General Meeting if you are able to do so Holders of share warrants to bearer who desire to attend in person or by proxy or to vote at any General Meeting of the Company must comply with the relevant conditions governing share warrants to bearer These are set out on page 32 of the 1970 Annual Report 2 ELECTRONICAL Y ELCTRONIAY APPENDIX CHARTER CONSOLIDATED LIMITED SHARE INCENTIVE SCHEME FILED - 2023 1. In this Scheme the following words and expressions bear the following meanings namely - the Company Charter Consolidated Limited Oct C.C.S. Limited Charter Consolidated Services Limited Shares Shares in the capital of the Company Offer An offer made to an employee of C.C.S. Limited to participate in this 18 Scheme 10:39 Offeree An employee of C.C.S. Limited nominated by the Board to receive an Offer hereunder Grantee An Offeree who has accepted an Offer by the Company of Shares in AM accordance with the terms of this Scheme - the Offer Date The date upon which an Offer under this Scheme is made to an Offeree the Second Offer Date The date on which a person is made an offer to purchase Scheme Shares RICHLAND Issue Date from a Grantee pursuant to Clause 8 a hereof The date upon which Shares are issued to a Grantee pursuant to this Scheme the Current Market Price At any particular date a price equal to the arithmetic average of the - middle market quotations after making such adjustments thereto as the COM N auditors for the time being of the Company determine to be appropriate following upon any reduction of capital issue of securities by way of rights or capitalisation of profits or reserves or division or consolidation of share capital of the Company of a fully paid registered Share during the period of one month immediately preceding such date as shown by PLEAS PLEAS The Subscription Price the Daily Official List of The Stock Exchange London The Current Market Price at the relevant Offer Date plus such further sum if any as the Board for the purposes of the relevant Offer may in - its absolute discretion determine The Revised Sub- In relation to Scheme Shares offered for purchase from a Grantee pursuant scription Price to Clause 8 a of this Scheme the Current Market Price calculated at the relevant Second Offer Date adjusted upwards to take into account Capitalisation Shares issued in respect of such Scheme Shares plus such further sum if any as the Board may in its absolute discretion determine 203CP41759 the Board retired employee The Board of Directors for the time being of the Company or a duly authorised committee thereof Any former employee of C.C.S. Limited being a Grantee who shall have retired at or after normal retirement age which shall be regarded as 60 years for males and 55 years for females or with the approval of the Board of C.C.S. Limited prior to normal retirement age Scheme Shares Shares issued to a Grantee pursuant to this Scheme and which for the time being are not fully paid up both as to the nominal value thereof and as to Capitalisation Shares this Scheme premium Shares issued credited as fully paid up by way of capitalisation of profits or reserves in respect of the relevant Scheme Shares and any further Shares so issued in respect of Capitalisation Shares This Scheme in its present form or with and subject to any amendment thereto effected in accordance with Clause 15 hereof The expression employee includes a Director holding a salaried employment or office with C.C.S. Limited Shares which have been paid in full both as to nominal value and as to premium if any are referred to as fully paid 2. The Board shall be at liberty from time to time at their discretion to make to any Offeree an Offer of Shares on the terms of this Scheme at the Subscription Price 3 ELCTRONIAY 3. a No Offer shall be made under this Scheme to any Offeree of a number of Shares which if added to Shares already acquired under this Scheme by such Offeree would exceed 50,000 or have an aggregate Subscription Price in excess of five times his current annual rate of remuneration as an employee of C.C.S. Limited For this purpose ) Shares comprised in a previous Offer shall carry the Subscription Price relevant to that Offer and ii in computing an employee's current annual rate of remuneration bonuses or commission or other remuneration fluctuating in amount shall be taken into account by reference to amounts actually received in respect of the last completed period for which the same have been determined or on such other basis as the Board may consider appropriate FILED b The maximum number of Shares issued under the terms of this Scheme shall not exceed - 2,968,588 c The limitations on the number of Shares to be issued under this Scheme contained in 2023 Oct clauses a and b of this Clause will be adjusted in such manner as the Auditors for the time being of the Company shall certify to be appropriate in the event of either the division or consolidation of the Shares or of the issue of additional Shares credited as fully paid up by way of capitalisation of 18 profits or reserves 10:39 4. An Offer shall be personal to an Offeree and assignable and unless otherwise specified will be open for acceptance only within seven days after the Offer Date An Offer may be accepted in part To be effective an acceptance must be accompanied by a remittance of 2 per cent of the Subscrip- AM tion Price of the Shares accepted by the Offeree Such sum shall be appropriated as nearly as convenient - pro rata to the nominal value of the Shares so accepted and to premium The Shares in respect of which an Offer is accepted shall be allotted and issued to the Offeree within seven days after the date of such RICHLAND acceptance 5. Until a Scheme Share has become fully paid ) It shall not rank for any dividend declared or paid on the fully paid up Shares of the - Company ii It shall not confer upon the holder thereof any right to attend or vote at any General COM N Meeting of the Company and Articles 71 and 72 of the Company's Articles of Association shall be deemed to be modified accordingly iii No transfer thereof shall be capable of being either executed or registered without the consent of the Board PLEAS PLEAS 6. a A Grantee may request a call to be made on all or any Scheme Shares held by him in the circumstances set out below namely - - ) At any time after 10 years from their Issue Date or ii iii At any time after 5 years from their Issue Date if the Grantee was aged 45 or over on that date or After the Grantee has attained the age of 50 and at least 5 years have elapsed since their Issue Date Provided that if the Grantee becomes a retired employee he may request a call to be made at 203CP41759 any time thereafter on all or any Scheme Shares held by him b In the event of the death of a Grantee his legal personal representatives may request a call to be made on all or any Scheme Shares held by him c Except as provided by clauses a and b of this Clause the Company shall not be obliged to make a call on any Scheme Shares unless and until such balance is called for payment pursuant to Clause 7 of this Scheme The Company reserves the right however to accept a request for a call to be made on all or any Scheme Shares held by a Grantee at any time if in the opinion of the Board there are special circumstances e.g. exceptional health or incapacity in consequence whereof it is reasonable to permit the Scheme Shares in question to be paid up d Within fourteen days after any valid request pursuant to clauses a and b of this Clause or the acceptance of a request pursuant to clause c of this Clause the Company shall make a call in respect of the whole but not part of the unpaid balance of the Subscription Price of the Grantee's Scheme Shares in respect of which such request is made and the Grantee shall become bound to pay to the Company in respect of each of the Grantee's Scheme Shares the whole of such unpaid balance 7. The Company shall be entitled to call up the whole of the unpaid balance of the Subscription Price on all or any of the Scheme Shares held by any one Grantee in the circumstances set out below namely - ) At any time after the Grantee is entitled to request a call to be made as provided by Clause 4 a = = 6 a above but so that no such call shall be made unless at the date of the making thereof the Current Market Price adjusted upwards to take account of any Capitalisation Shares issued in respect of such Scheme Shares shall be in excess of the Subscription Price of such Scheme Shares or ii At any time after the expiration of two years from the death of the Grantee or iii At any time after the Grantee shall have left the employment of C.C.S. Limited otherwise than on death or in circumstances such that he becomes a retired employee and the Grantee shall become bound to pay to the Company in respect of each of the Grantee's Scheme Shares the whole of such unpaid balance 8. a In the event of a Grantee leaving the employment of C.C.S. Limited otherwise than on death or in circumstances such that he becomes a retired employee the Company shall have the right at any time within twelve months thereafter to require that all of his Scheme Shares and Capitalisation Shares if any be sold to persons eligible as Offerees nominated by the Company at a price equal to the amount paid up in respect both of nominal value and of premium on such Scheme Shares provided always that the foregoing provisions of this clause a shall not apply to any Scheme Shares as regards which the Grantee was immediately prior to his leaving the employment of C.C.S. Limited entitled to request a call to be made under Clause 6 a of this Scheme b The Scheme Shares acquired by any purchaser pursuant to clause a of this Clause shall be subject to the terms of this Scheme in all respects as if such Scheme Shares had been allotted and issued to the purchaser on the acceptance of an Offer made hereunder on the Second Offer Date and any Capitalisation Shares so acquired shall be subject to the terms of this Scheme as if the same had been issued to the purchaser by way of capitalisation of reserves in respect of his holding of such Scheme Shares but so that the balance to be paid up by the purchaser in respect of the Scheme Shares so acquired by him shall be the excess of the Revised Subscription Price over the amount paid up thereon at the Second Offer Date in respect of both of nominal value and of premium together with the amount if any paid up thereon pursuant to clause c of this Clause c In the event that the price paid by a purchaser for Scheme Shares pursuant to clause a of this Clause is lower than 2 per cent of the Revised Subscription Price the purchaser shall in addition to paying the purchase price pay up an amount per share equal to the difference between 2 per cent of the Revised Subscription Price and the said purchase price Such amount per Share shall be paid to the Company at the same time as payment is made to the transferor of the relevant Scheme Shares and no transfer of such Shares shall be registered unless and until such amount has been paid d If having become bound to transfer any Shares to any purchaser pursuant to subclause a of this Clause a Grantee shall make default in transferring the same the Company may receive the sale price for the relevant Shares and the Board may authorise some person to execute a transfer of such Shares to the purchaser and upon the execution of such transfer the Company shall hold the sale price upon trust for the transferor and the receipt of the Company for the sale price shall be a good discharge to the purchaser 9. All calls made by the Company pursuant to Clauses 6 7 and 8 of this Scheme shall be made so as to become payable one month after the date of such call 10. No calls shall be made on any Scheme Shares other than in accordance with the provisions of Clauses 6 7 or 8 of this Scheme and accordingly the provisions of Articles 21 to 26 inclusive of the Company's Articles of Association shall not apply to Scheme Shares 11. a Capitalisation Shares shall be subject to the following restrictions which subject to Clause 12 c of this Scheme shall apply until the Scheme Shares which immediately or mediately gave the right to the allotment of such Capitalisation Shares become fully paid ) such Capitalisation Shares shall not rank for any dividends declared on the fully paid Shares of the Company ii such Capitalisation Shares shall not confer upon the holder thereof any right to attend or vote at any General Meeting of the Company and Articles 71 and 72 of the Company's Articles of Association shall be deemed to be modified accordingly iii no transfer of any of such Capitalisation Shares shall be capable of being either executed or registered without the consent of the Board b A Grantee shall not be entitled to renounce any Capitalisation Shares and accordingly all Capitalisation Shares allotted to a Grantee shall be issued to him and registered in his name in the Register of Members of the Company ELCTRONIAY FILED FILED - 2023 Oct 18 10:39 AM - RIC-HLAND COMN PLEAS - 235 203CP41759 235 12 19 20 21 22 23 22 25 ELCTRONIAY c The provisions of Article 132 of the Company's Articles of Association as altered on the 14th July 1970 shall have effect subject to clauses a and b of this Clause 12. a Scheme Shares shall be liable to forfeiture in accordance with Articles 38 to 43 inclusive of the Company's Articles of Association for payment of any call in respect thereof under Clauses 6 7 and 8 of this Scheme FILED b The Company shall have a first and paramount lien not only on all Scheme Shares issued to a Grantee but also on all his Capitalisation Shares for all moneys whether presently payable or not which may become payable to the Company in respect of the said Scheme Shares in accordance - 2023 with Clauses 6 7 and 8 of this Scheme c All the provisions of Articles 18 to 20 inclusive of the Company's Articles of Associ Oct ation shall apply in respect of the lien conferred by clause b of this Clause but in the event of any Capitalisation Shares being sold in accordance with the said provisions none of the restrictions provided for by Clauses 11 a and 14 of this Scheme shall thereafter apply to the Capitalisation Shares so sold 18 10:39 13. The Company will be entitled to retain the documents of title to Scheme Shares and Capital- isation Shares until such Scheme Shares become fully paid Until Scheme Shares issued to the Grantee have become fully paid the Grantee shall not without the written permission of the Board mortgage pledge or otherwise encumber any of such Scheme Shares or the Capitalisation Shares or be entitled AM to call upon the Company to deliver up to him any of the documents of title thereto - 14. No Scheme Shares or subject to Clause 12 c of this Scheme Capitalisation Shares shall RICHLAND be capable of being quoted or dealt in on any recognised Stock Exchange but upon Scheme Shares becoming fully paid the Company shall make application to the Council of The Stock Exchange London and to such other Stock Exchanges on which the Shares are for the time being quoted for permission to deal in and for quotation for the Scheme Shares so paid up and the related Capitalisation - Shares if any COM N 15. No Shares may be issued under this Scheme at a price less than the Subscription Price and no amendment may be made to this Scheme so as to alter any of the limitations set out in Clause 3 of this Scheme or any other provision specifically described in the foregoing Clauses of this Scheme without the authority of the Company in General Meeting In other respects this Scheme may be PLEAS amended by the Board from time to time but no such amendment shall operate to alter the terms of issue of any Scheme Shares issued or agreed to be issued prior to such amendment except with such consent or sanction on the part of the holders of such Scheme Shares treated as a separate class as - would be required under the Articles of Association for the time being of the Company for a variation of the rights attached thereto So long as any rights of conversion remain exercisable under the terms of the Trust Deed constituting the 5 per cent Convertible Unsecured Loan Stock 1984 of the Company no amendment of this Scheme requiring the authority of the Company in General Meeting will be made without the prior sanction of an Extraordinary Resolution of the holders of such Stock unless the Trustees of such Stock shall previously have certified to the Company that the interests of the said 203CP41759 holders would not be adversely affected thereby in any material respect 16. Any dispute arising under this Scheme shall be referred to the decision of the Auditors for the time being of the Company who shall act as experts and not as arbitrators and whose decision shall be final and binding ^' CHARTER CONSOLIDATED LIMITED NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of the named Company will be held at Winchester House 100 Old Broad Street London E.C.2 on Tuesday the 14th day of July 1970 at 12.05 p.m. or so soon thereafter as the Annual General Meeting of the Company shall have been concluded for the purpose of considering and if thought fit passing the following resolution which will be proposed as a SPECIAL RESOLUTION - RESOLUTION THAT subject to the passing at a Meeting of the holders of the 5 per cent Convertible Unsecured Loan Stock 1984 of the Company which has been convened for 12.10 p.m. on 14th July 1970 or so soon thereafter as this meeting shall have been concluded or adjourned or at any adjournment thereof of an Extraordinary Resolution approving the Share Incentive Scheme set out in the Appendix to the Circular Letter dated 18th June 1970 which accompanied the Notice convening this meeting A the said Share Incentive Scheme be and the same is hereby approved to the intent that such approval shall in so far as is requisite operate by way of alteration of the Articles of Association of the Company B the Directors of the Company be and they are hereby authorised to vote as Directors on any matters connected with the said Share Incentive Scheme notwithstanding that they may be interested in the same and the prohibition on interested Directors voting contained in Article 86 of the Articles of Association of the Company be and the same is hereby relaxed to that extent accordingly and C the Articles of Association of the Company be and they are hereby altered by deleting Article 132 and substituting the following new Article 132 ) The Company may upon the recommendation of the Directors by Ordinary Resolution authorise the Directors to capitalise any sum standing to the credit of any of the Company's reserve accounts including Share Premium Account and Capital Redemption Reserve Fund or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to the holders of Shares in proportion to the numbers of Shares whether or not fully paid held by them respectively and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid up to and amongst them in the proportion aforesaid 2 Whenever such a resolution as aforesaid is duly passed the Directors shall do all acts and things required to give effect to such capitalisation with full power to the Directors to make such provisions as they think fit for the case of shares becoming distributable in fractions including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the members concerned The Directors may authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned By Order of the Board D. S. BOOTH 18th June 1970 Joint Secretary 40 Holborn Viaduct London E.C.1 NOTES - ) A member entitled to attend and vote at the above Meeting shall be entitled to appoint one or more proxies to attend and on poll vote instead of him A proxy need not be member of the Company Holders of share warrants to bearer who desire to attend in person or by proxy or to vote at any General Meeting of the Company must comply with the relevant conditions governing share warrants to bearer These are set out on page 32 of the 1970 Annual Report 2 Instruments of proxy must reach the Company at Kent House Station Road Ashford Kent not less than 48 hours before the time of the Meeting and in default will not be treated as valid 7 d ELECTRONICALY ELECTRONICALY S ELCTRONIAY FILED - 2023 Oct 18 10:39 AM - RICHLAND RICHLAND - COMN PLEAS - 2358 203CP41759 2358 2358 2358 ELEC PENICALY FILED - 2023 Oct 18 10:39 AM - RIC-HLAND COMN PLEAS - CASE#203P41 759 BUIRUP MATHIESON & CO. LTO. LONDON S76650 BR Charter Consolidated Limited ELECTRONICALY annual report and accounts 31 march 1970 ELCTRONIAY FILED - 2023 Oct 18 10:39 AM - RICH- LAND COMN PLEAS PLEAS - 203CP41759 Notice ofannual general meeting 2 Directorate and administration 3 Report of the directors 5 Principal investments of the group 8 Group subsidiary companies 10 Chairman's review 12 Analysis of assets and investment income 19 Five year financial record 20 Report of the auditors to the members 21 Consolidated profit and loss account 22 Consolidated balance sheet 23 Balance sheet 24 Notes on the accounts 25 Notice of annual general meeting NOTICE IS HEREBY GIVEN that the fifth annual general meeting of members of Charter Consolidated Limited will be held at Winchester House 100 Old Broad Street London EC2 on Tuesday 14 July 1970 at 12 noon for the purpose of considering and if thought fit passing the following ordinary resolutions - 1. That the consolidated profit and loss account for the year ended 31 March 1970 and the balance sheet of the company and the consolidated balance sheet at that date together with the annexed report of the directors be and are hereby approved and adopted 2 That the final dividend of 1s Od per share for the year ended 31 March 1970 recommended by the board of directors be and is hereby approved for payment to shareholders registered at the close of business on 12 June 1970 and to persons presenting coupon no 10 detached from share warrants to bearer 3 That the undermentioned be and are hereby reappointed directors of the company Mr R. H. Dent Mr J. B. Mudd MrJ. G. Richardson Mr L. G. Stopford Sackville Mr N. K. Kinkead Mr B. W. Pain Mr C. W. Engelhard Mr J. O. Hambro Mr E. R. A. de Rothschild These appointments will be dealt with in one resolution unless any member present or represented at the meeting requires otherwise + That the remuneration of the joint auditors for the period until the next annual general meeting be fixed by the board of directors ELCTRONIAY The transfer books and registers of members in the FILED United Kingdom the Republic of South Africa and Rhodesia will be closed from 11 to 14 July 1970 both days - inclusive A member entitled to attend and vote at the meeting is 2023 Oct entitled to appoint one or more proxies to attend and on a poll to vote instead of him A proxy need not be a member of the company A form of proxy accompanies 18 this notice Holders of share warrants to bearer who want to attend 10:39 AM in person or by proxy or to vote at any general meeting of the company must comply with the relevant conditions - governing share warrants to bearer see page 32 RICHLAND BY ORDER OF THE BOARD J. R. BYLES joint secretary - 40 Holborn Viaduct London EC1 18 June 1970 COMN PLEAS - NOTES 1 Holders of loan stock are reminded that only shareholders are entitled to attend and vote at the meeting CASE 2 To be valid the form of proxy must reach the company at Kent House Station Road Ashford Kent not less than 48 2023CP4001759 hours before the meeting 3 The following are available for inspection at the registered office 203CP41759 of the company during usual business hours until the date of the meeting and may be inspected at the place of the meeting for at least 15 minutes prior to and during the meeting 203CP401759 a The register of directors interests kept in accordance with the Companies Act 1967 b A copy of a contract of service between a director of the company and a subsidiary company ELECTRONICAL Y Directorate and administration ELECTRONICALY ELCTRONIAY FILED Chairman The Hon H. V. Smith - Deputy chairman and managing director 2023 S. Spiro MC Oct Directors Alternate directors 18 Sir Keith Acutt KBE R. J. Armitage Comte T. de Feuilhade de Chauvin P. C. D. Burnell 10:39 A. Chester Beatty M. W. B. Heald AM J. E. H. Collins MBE DSC R. H. MacWilliam - R. H. Dent A. E. Oppenheimer C. W. Engelhard A. W. Owston O. RICHLAND H. Fraser O.O. Hambro MC R. V. Pritchard K. Kinkead Weekes - J. Mudd MBE MC B.H. F. Oppenheimer Sir Philip Oppenheimer B. W. Pain COM N J. G. Richardson W. B. Heald A. W. Owston R. V. Pritchard R. A. de Rothschild L. G. Stopford Sackville PLEAS T. P. Stratten - W. D. Wilson directors holding executive appointments Joint secretaries D. S. Booth J. R. Byles 203CP41759 Bankers Barclays Bank D.C.O. Hambros Bank Limited National Westminster Bank Limited 203CP401759 Auditors Cooper Brothers & Co. Deloitte Plender Griffiths & Co. Solicitors Coward Chance & Co. Linklaters & Paines ELECTRONICALLY ELECTRONICALY ELECTRONICALLY FILED 2023 Oct 10:39 RICHLAND RICHLAND COMMON PLEAS ELCTRONIALY FILED - 2023 Oct 18 10:39 AM - RICH- LAND COMN PLEAS - CASE#203P41759 Lbs, y Report of the directors The directors have pleasure in submitting their fifth annual report together with the audited accounts for the year ended 31 March 1970 Consolidated profit and loss account The consolidated profit taxation for the year 31 March 1970 was before ended 2000's 18,799 Taxation amounted to +4,772 Interest of outside shareholders in subsidiaries was 571 acquisition profits of sub- sidiaries were 458 5,801 Leaving a consolidated profit attributable of Out of which there has been appropriated : Interim dividend of 6d per share paid on 12 December 1969 Recommended final dividend of 1s Od per share payable on 15 July 1970 Transfer to investment and ex- ploration reserve 12,998 2,474 4.948 1.500 8,922 Leaving an unappropriated profit for the year of 4,076 Dividends The board recommends to members the declaration of a final dividend of 1s Od per share 1969 10d which together with the interim dividend of 6d per share 1969 6d paid on 12 December 1969 will cost the company 7,122,000 1969 6,522,000 Reserves Movements on reserves during the year are shown on during year page 30 in note 15 on the accounts Fixed assets The book value of the group's fixed assets increased from 3,315,000 to 19,578,000 during the year Details are ELCTRONIAY shown on page 27 in note 9 on the accounts FILED FILED Share and loan capital - 2023 The authorized share capital remains unchanged During the year the company issued 1,120,089 fully paid shares of 5s each and 2,633,551 5 per cent un- Oct secured loan stock 1984 convertible into a maximum of 18 658,388 new shares of 5s each These securities together with the payment of 5,207,072 in cash were issued in 10:39 AM exchange for 6,222,716 ordinary shares of The Cape Asbestos Company Limited in which the company - thereby acquired a controlling interest RICHLAND Directors A list of the current directors of the company is on page 3 and constitutes part of this report - Mr S. Spiro was appointed to the board as deputy COM N chairman and managing director on 1 April 1969. Mr O. B. Bennett resigned as a director on 20 May 1969 and Mr H. Fraser was appointed a director on 3 June PLEAS 1969. Mr M. W. Rush retired from the board on 8 July 1969 and Mr R. H. Dent chairman of The Cape PLEAS - Asbestos Company Limited was appointed a director in his place Mr P. H. A. Brownrigg resigned as a director on 11 November 1969 and MrJ. B. Mudd senior technical consultant to Charter was appointed to fill the vacancy Sir Frederick Crawford and Mr H. St. L. Grenfell 203CP41759 resigned as directors from 1 January 1970 and MrJ. G. Richardson and Mr L. G. Stopford Sackville were appointed to the board from that date In accordance with the provisions of article 103 of the company's articles of association Mr R. H. Dent Mr. J. B. Mudd MrJ. G. Richardson and Mr L. G. Stopford Sackville hold office only until the forthcoming annual general meeting but they offer themselves for reappoint- ment Mr N. K. Kinkead Mr B. W. Pain Mr G. W. Engelhard Mr J. O. Hambro and Mr E. R. A. de Rothschild retire by rotation in accordance with the provisions of article 99 1 of the articles of association and offer themselves for reappointment Principal activities and interests The company's principal activities are finance and in- 5 vestment particularly in mining and mineral exploration and also include interests in a number of industrial companies Details are given in the chairman's review on pages 12 to 17. As stated earlier during the year the company acquired control of The Cape Asbestos Company Limited which in addition to the mining of asbestos fibre manufactures building insulation andand friction materials and light engineering products An analysis of assets and investment income geo- graphical and by category is on page 19 and lists of principal investments and subsidiary companies are on pages 8 to 10 Other information The information on directors interests turnover exports and the number and remuneration of employees shown on page 31 constitutes part of this report ELCTRONICALY ELCTRONICALY Contributions for political purposes during the year totalled 5,000 consisting of one payment made through FILED a subsidiary company to British United Industrialists Contributions for charitable purposes made by the company and its subsidiaries during the year totalle2d023 32,283 Oct 18 Auditors 10:39 Cooper Brothers & Co. and Deloitte Plender Griffiths & Co. are willing to be reappointed as auditors to the AM company BY ORDER OF THE BOARDRICHLAND J. R. BYLES 40 Holborn Viaduct London EC1 joint secretary RICHLAND - 2 June 1970 COMN PLEAS - 203CP41759 Surface installations at the Oct Asbestos mine at RICHLAND South Africa LOS ATIVONH Als - Edd PO BE 6E-0F Wi - GNV-IHOY NOWINOS SVA1d - 6SZLOPdAECGHVD Principal investments of the group 31 march 1970 INTERESTS OF 10 PER CENT OR MORE Australia International Pacific Corporation Limited merchant banking GROUP INTEREST IN EQUITY CAPITAL per cent 30 Canada Anglo American Corporation of Canada Limited mining finance Western Decalta Petroleum Limited oil and gas exploration and production France Soci^'t^'Mini^red'Anglade scheelite mining Malaysia Associated Mines Malaya mine management Sendirian Berhad Bidor Malaya Tin Sendirian Berhad tin mining Tronoh Mines Limited Incorporated in England un mining 24.7 44.7 20 39.2 39.2 25.1 Mauritania Soci^'t^M'ini^rede Mauritanie copper mining 33.5 Portugal Beralt Tin and Wolfram Limited Incorporated in England wolfram mining 41.2 Rhodesia Anglo American Corporation Rhodesia Limited Industrial finance 33.5 South Africa Anglo American Corporation of South Africa Limited mining finance Blyvooruitzicht Gold Mining Company Limited gold mining Brakspruit Platinum Pty Limited platinum mining Euranglo Pty Limited investment holding Harmony Gold Mining Company Limited gold mining Northern Lime Company Limited lime quarrying Platinum Prospecting Company Limited platinum mining Pretoria Portland Cement Company Limited cement manufacture 10 10 19.3 25 10 11.8 20.3 10.2 ELCTRONICALY FILED GROUP INTEREST FILED IN EQUITY CAPITAL - per cent Rand Mines Limited mining finance 15.9 2023 Oct South African Coal Estates Witbank Limited 10 coal mining Transvaal Consolidated Land and Exploration 18 Company Limited 20.4 mining finance Union Corporation Limited 10 10:39 mining finance AM Witbank Colliery Limited - coal mining United Kingdom Anglo American International technical consultancy U.K. Limited The Anglo Chemical & Ore Co. Limited dealing in metals Anmercosa Sales Limited selling of metals Barlow Myers Limited selling of hydraulic lifting equipment Cleveland Potash Limited potash mining 48 RIC-HLAND 37 37 COMN 49 PLEAS 37.5 - Covenant Industries Limited 37 manufacture of chemicals Elevators and Engineering Limited 25 lift manufacture 203CP41759 Ferranti Limited manufacture of electrical and electronic equipment Lancashire Tar Distillers Limited tar distilling 16.3 Pillar Limited aluminium fabrication 13.5 203CP401759 Selection Trust Limited mining finance 26.8 Werff Bros Limited 40 retail fashion trading United States Anglo American Corporation of United States Inc. industrial finance 22.5 Zambia National Milling Company Limited flour milling Zambian Anglo American Limited copper mining 50 22.8 OTHER PRINCIPAL INVESTMENTS Australia Broken Hill Proprietary Company Limited iron and steel production France Le Nickel mining finance and metallurgy Italy Societ^ Nazionale Sviluppo Imprese Industriali finance and investment Malaysia Ayer Hitam Tin Dredging Limited Incorporated in England tin mining The Sungei Besi Mines Limited Incorporated in England tin mining South Africa Anglo American Investment Trust Limited diamond mining The Argus Printing and Publishing Company Limited printing and publishing De Beers Consolidated Mines Limited diamond mining ELCTRONIAY FILED FILED - 2023 Highveld Steel and Vanadium Corporation Limited steel manufacture Rand Mines Holdings Limited industrial finance Oct Rand Selection Corporation Limited 18 mining finance Merriespruit Investments Pty Limited gold mining 10:39 AM Western Deep Levels Limited gold mining - United Kingdom RICHLAND The Rio Tinto Corporation Limited mining finance The Shell Transport and Trading Company Limited production refining and distribution of oil - United States Engelhard Hanovia Inc. industrial finance COMN Zambia PLEAS Zambian government housing -Kariba electric scheme PLEAS - 203CP41759 Group subsidiary companies ELCTRONICALY The following are the major subsidiaries of the company including those whose activities materially affected the profit or assets of the Charter group during the year Except where otherwise stated each of these companies is wholly owned and all the shares or stock held are either unclassified or classified as ordinary England The British South Africa Company* investment holding The British South Africa Company Investments Limited* investment dealing Central Mining Finance Limited investment dealing The Central Mining & Investment Corporation * Limited investment holding Centramic Properties Limited 51 property development Centramic U.K. Limited industrial holding Charter Consolidated Finance Limited banking and finance Charter Consolidated Investments Limited investment holding * Charter Consolidated Services Limited services Minera Mines Limited 80 mineral exploration The Cape Asbestos Company Limited 60.5 % cumulative preference shares mining and industrial holding Cape Insulation Limited 60.5 asbestos and other insulation products Cape Universal Building Products Limited 60.5 asbestos cement products and other building materials Kismet Limited 60.5 transport service equipment Small and Parkes Limited 60.5 automotive and industrial friction materials Trist Draper Limited 60.5 automotive and industrial friction materials Elastic Rail Spike Company Limited railway track fastenings Heatrae Limited heating equipment Lee Green Precision Industries Limited components for telecommunications Rathdown Industries Limited components for television and telecommunications Australia Charter Consolidated Investments Australia Limited Investment holding Charter Consolidated Prospecting Australia Limited prospecting Belgium Don International 60.5 automotive and industrial friction materials Bermuda Greenpoint Company Limited investment holding Katrine Company Limited investment holding Canada Interlink Investments Limited investment holding Cura^aoNetherlands Antilles Charter Consolidated Overseas N.V. investment dealing Eire Cape Asbestos Ireland Limited 60.5 automotive friction materials France Charter France 50.3 services Luxembourg Charter European Holdings investment holding Malaysia Charter Consolidated investment holding Malaysia Sendirian Berhad Peru Charter Minera 75 prospecting South Africa Amosa Pty Limited 60.5 amosite asbestos mining Cape Asbestos South Africa Pty Limited 60.5 services Cape Blue Mines Pty Limited 60.5 blue asbestos mining Egnep Pty Limited 60.5 amosite asbestos mining Centramic South Africa Limited investment dealing The Consolidated Mines Selection Johannesburg Limited investment holding Equinox Investments Limited investment holding Swaziland Swaziland Collieries Limited 63.4 coal mining Shares in these companies are held directly by Charter the shares in the remaining companies are held through subsidiaries ELCTRONICALY FILED - 2023 Oct 18 10:39 AM - RIC-HLAND COMN PLEAS - 203CP41759 10 Among Charter's industrial interests are | Press work components for television equipment Rathdown Industries ELCTRONICALY 2 Harness wiring forms for the telecommunications industry Lee Green Precision Industries 3 Railway track fastenings in use on British Rail Elastic Rail Spike Company 4 Domestic and industrial electric water heater tanks Heatrae) ELCTRONIALY FILED FILED - 2023 Oct 18 10:39 AM - RIC-HLAND COMN PLEAS - 203CP41759 11 Chairman's review Changes in the board during the year ended 31 March 1970 are listed in the report of the directors and there is no need for me to refer to them here I would however like to mention one of Charter's pioneers Mr Derek Pollen of whose death we learnt with deep sadness in December Mr Pollen who retired at the end of March 1969 as a deputy chairman and director of Charter will be remembered not only for his services to Charter and previously to The Central Mining & Investment Corporation but for his wise judgement dedication and leadership and for the major part he played in bringing about the merger Accounts and finance The group's consolidated profit after taxation and minority interests rose by 28 per cent from 10,120,000 to 12,998,000 and earnings per share increased to 2s 8d compared with 2s 1d for the year ended 31 March 1969. The profits include Charter's proportion of the earnings of The Cape Asbestos Company from 12 June 1969 the date that Cape Asbestos became a subsidiary of Charter to 31 December 1969 In view of the substantial increase in investment income the board has recommended a final dividend of 1s Od per share which together with the interim of 6d already paid makes a total for the year of 1s 6d per share costing 7,422,000 compared with 1s 4d per share costing 6,522,000 last year An amount of 1,500,000 has been transferred to investment and exploration reserve and the unappropriated profit of 4,076,000 has been carried forward Profits on realization of investments attributable to sharedealing subsidiaries rose from 3,041,000 to 5,343,000 In addition a net surplus after tax of 1,919,000 which arose on disposal of shares held by subsidiary holding companies has been credited to capital reserve As mentioned in the yearly statement we took advantage in the carlier part of the year of buoyant share markets to make substantial realizations of investments to finance the cash element of our increased interest in Cape Asbestos and to provide against commitments in existing and new projects mostly in the mining field Some additional sales of shares were made in the second haol f tf he financial year Altogether it is important that shareholders should appreciate that profits from realizations in the year under review must be regarded as exceptional and not likely to recur on the same scale in the present accounting year ELCTRONICALYFILED Investment income increased by 1,127,000 to 10,705,000 largely due to increased income from our FILED holdings in mining finance houses We received dividends - from The Rio Tinto Corporation Selection Trust and Union Corporation on new shares issued during the 2023 previous financial year by way of rights and increasedOct dividends from our substantial holdings in ZambianOct Anglo American and Anglo American Corporation of South Africa I would like to emphasize the importance10:39 of our interest in Anglo American not only as a source 10:3190:39 income but because of the benefits which both companies AM draw from their association together in a wider group of AM companies From Charter's point of view this association RICHLAND has been very helpful in obtaining new business and it has RICHLAND also made possible the establishment of a highly qualified RICHLAND technical organization in London something which other- RICHLAND wise would have been much more difficult and would RICHLAND have taken much longer Both companies contribute in COMMON many ways tangible and intangible to the advantages of their association and I would mention in particular the COMMON value derived from the dissemination of information and COMMON the availability of expert advice on a group scale Reverting to the accounts the amount of interest PLEAS received at 1,358,000 is higher than for the previous PLEAS - year as a result of higher interest rates receivable throughout the year on liquid funds which have been increasing as investments have been sold The substantial jump in trading profits for the year is due to the inclusion of earnings from Cape Asbestos 203CP41759 The profits of the wholly industrial subsidiaries declined from 733,000 in 1969 to 535,000 in the year under review Despite a substantial increase in costs our net adminis- tration expenses showed some reduction as a result of a greater allocation of charges for services provided for associated companies and clients Interest paid at 1,869,000 includes interest on the Deutsche Mark loan and convertible loan stock and the interest paid by Cape Asbestos on their long term borrowings The net value of assets shown by the consolidated balance sheet taking market values of quoted investments and unquoted investments at directors valuation amounted to 329,537,000 or 66s 7d per Charter share The market value of quoted investments has fallen from 330 million to 274 million This is of course due in part to the general decline in stock exchange values but also in part to the reinvestment in unquoted securities of 12 The rorcpolant at the somiaa copper mine, Akjoujt. Mauritania ELCTRONIAY FILED - 2023 Oct 18 10:39 AM - RIC-HLAND tal COMN PLEAS - CASE#203P41759 ELCTRONICALY the proceeds of the unusually heavy disposal of portfolio securities to which I have referred It was announced on 6 March 1970 that The Rio Tinto Corporation was to offer to acquire the whole of the issued share capital of Pillar Limited in exchange for RTZ ordinary shares Charter had a 13.5 per cent interest in Pillar whose main business is the fabrication of aluminium The terms of the offer which Charter accepted provided for an exchange of one new RTZ share for every two Pillar shares held Charter accordingly received 1,990,610 new shares in RTZ in consideration for its shareholding in Pillar thus increasing Charter's already substantial interest in RTZ and providing a substantial book profit on the original cost of the Pillar investment The metal sales and metal trading companies Anmercosa Sales and The Anglo Chemical & Ore Co. both achieved satisfactory results benefiting among other things from lively market conditions particularly in copper The cash copper price on the London Metal Exchange rose from 559 per long ton at the end of March 1969 to 746 per long ton at the end of March this year Mining projects I am pleased to be able to report that the so--...IMAcopper mine at Akjoujt in Mauritania will shortly commence production of copper concentrates Production is expected to build up rapidly to a planned annual rate of not less than 30,000 tons of copper in concentrates The development of this important new source of copper is of great significance and all concerned are to be congratulated on bringing it to production so close to the scheduled date Charter's substantial investment in the SOMIMA Company will provide an important addition to our future cash flow Anmercosa Sales has negotiated contracts for the sale of copper concentrates from Akjoujt on behalf of the SOMIMA company Cleveland Potash which is jointly owned on the one hand by Charter and associated companies and on the other by Imperial Chemical Industries made considerable progress during the year with engineering work for the establishment of its major potash mine in the Staithes area of Yorkshire The preparation of the two shafts started last August the shaft collars and headgears have been completed and sinking hoists installed and full scale sinking of the shafts will proceed according to schedule this month The mine with a minimum output of one 14 ELCTRONICALY million tons of potash products per annum is FILED expected FILED to start productionin 1973 Beralt Tin and Wolfram in which Charter has a largelarge profits interest earned pre during 1969 of 899,000 of compared with 1,021,000 in the previous year Sales wolfram concentrates were approximately the same asc for 1968 and the reductionin profits was mainly due to sharply increased costs Beralt has experienced an acute shortage of labour throughout 1969 but is engaged on, an expansion programme which should greatly improve efficiencies and production > In France Charter with Anglo American Corporation has a 40 per cent interest in Soci^'t^'Mini^red'Anglade a company formed to exploit a scheelite deposit near Salau in the French Pyrenees Production from this mine is expected to commence later this year shareholdin,g Tronoh Mines in which Charter has a of just over 25 per cent produced with its subsidiaries 1,985 tons of tin in concentrates during 1969 compared with 1,500 tons in the previous year The net profit of the Tronoh group for the year ended 31 December 1969 After was 474,760 compared with 327,041 in 1968. providing 102,006 attributable to the 49 per cent holding of Charter andits associates in Bidor Malaya Tin e 372,754 ,, the balance available for appropriation was from which dividends of d per share have been paid companies-- Charter has investments in other operating companies-- December in the Tronoh group and with the ending last of restrictions on the export of tin all companies have been able to sell their production and accumulated stocks at satisfactory prices Ayers Highly successful results are being achieved by Hitam Tin Dredging and total production for the current year should substantially exceed that for the financial year to 30 June 1969 which was in itselfa record Planning for future operations at The Sungei Besi Mines in which Tronoh and Charter have a substantial interest is now complete and with maintenance of current tin prices a return to profitability is expected However the longer term future still remains uncertain and further investigation of possible reserves has been deferred pend- ing a return to dividend payments The loan account has been reduced from 655,000 to 479,000 and is now shared equally between Charter and Tronoh Prospecting During the year we increased the range and intensity of our prospecting operations and our policy is to continue expanding these activities The discovery and development of new mineral deposits will have an important bearing on our future growth and profits but it must be emphasized that much of the mining which takes place in the future will be in what are now regarded as developing countries where economic and commercial activity tend to be subject to varying degrees of state control or participation This imposes on us particular obligations both towards our shareholders and towards the governments of the countries in which we are carrying on our prospecting activities More and more therefore our policy is to enter into partnership with these governments and in addition while taking the initiative on the management financial and technical sides to invite others to share the exploration costs in return for an opportunity to participate on ground floor terms in any subsequent mining venture The development of SOMIMA in which the participants include the Mauritanian government the International Finance Corporation and an international consortium of business houses under Charter's leadership is a good example of the successful use of this approach Charter is now involved in several other parts of the world in undertakings of a similar nature which are in varying stages of development Charter Anglo American Corporation Grangesberg of Sweden and Pechiney of France have signed with Cerro Corporation a letter of intent incorporating an option to investigate a number of Cerro's important mining concessions in Peru The arrangement is for a period of six months from 2 May 1970. During this time detailed consideration will be given to the implications of investing in Peru and discussions will be held with the Peruvian government regarding their policies for development in terms of the country's new mining code The outcome of these discussions will also have an important bearing on the possible development of the Berenguela copper deposit the outlook for which regrettably is not encouraging without special taxation or development incentives and the solution of certain major technical problems In Chile Charter has formed a new company with Empresa Nacional de Minera a government development organization to undertake an exploration pro- gramme over an area in the north of the country and a preliminary geological survey is also being carried out in Brazil Another significant development is in Iran where a joint company has been formed with the government's ELCTRONIAY Industrial Development and Renovation Organisation to FILED explore for minerals particularly copper in the Kerman region which we believe to be of interesting geological - potential 2023 In Thailand Charter is prospecting with a number of other international companies in joint ventures to ex- plore for tin in offshore areas Oct In Spain Charter and Engelhard Minerals and 18 Chemicals Corporation have formed a jointly owned 10:39 Company Engelhard carry out prospecting activities Charter also continues its extensive Australian activities AM - which are largely concentrated in Western Australia In addition to exploration at Pilbara Kalgoorlie and RICHLAND Fraser Range interests have been acquired in new base metal prospects Charter has also extended its operations elsewhere in Australia and is now engaged in a number of - exploration ventures including a search for base metals in north Tasmania copper in the Northern Territory COM N and various minerals in Queensland In Canada Western Decalta Petroleum in which Charter holds 44.7 per cent of the issued ordinary share PLEAS capital and all the convertible debentures considerably expanded its oil exploration activities and holds a number PLEAS of strategic areas in the North West Territories the - Mackenzie valley and delta the Arctic islands Alaska and Hudson Bay All these areas are now being examined by Western Decalta and other companies 203CP41759 Changes in Zambia On 11 August 1969 President Kaunda announced that 203CP401759 the government of Zambia wished to acquire a 51 per 203CP401759 cent interest in the Zambian mining companies in which Charter through its holding in Zambian Anglo American has a substantial interest In May 1970 shareholders in Rhokana Corporation Rhokana Copper Refineries Nchanga Consolidated Copper Mines and Bancroft Mines approved proposals for a scheme of arrangement which subject to being sanctioned by the High Court for Zambia provides for the vesting of all the mining assets and undertakings of the companies in Bancroft with effect from 1 January 1970 The aggregate book value of the mining undertakings of the scheme companies at 31 December 1969 amounted to K246.6 million The capital of Bancroft is to be re- organized and 51 per cent of the aggregate value equivalent to K125.8 million will be represented by fully paid shares to be issued to the owned Zambia 15 Industrial and Mining Corporation which will satisfy the purchase consideration by issuing fully paid 6 per cent loan stock guaranteed as to payment of capital and interest in US dollars by the government The loan stock will be redeemed in 24 equal yearly instalments and provision is made for accelerated redemption after three years if dividends received thereafter from the enlarged Bancroft exceed a specified level The balance of 49 per cent of the equity of Bancroft as well as the mining assets of the scheme companies will be vested in Zambia Copper Investments a new Bermudian company Zambia Copper Investments will issue its own securities in substitution for those held by existing shareholders of the scheme companies The largest shareholder in Zambia Copper Investments will be Zambian Anglo American which will hold approximately 48 per cent of its issued share capital Approval of the governments concerned has been obtained for Zambian Anglo American to be transferred to Bermuda The operating companies have announced terminal dividends in respect of the period to 31 December 1969 and these are reflected in the net profit of Zambian Anglo American amounting to approximately K27.5 million for the six months ended 31 December 1969 High copper prices in 1969 contributed to this profit figure Until externalization Zambian Anglo American remains subject to government restrictions on the amount of dividends that can be distributed and it is expected that a dividend of 54 ngwee per share will be paid In terms of the externalization arrangements however an amount of K10.8 million may be transferred to Bermuda when the company becomes registered there and a further amount estimated at approximately K7 million at the rate of K300,000 per month thereafter We consider that the terms announced represent a settlement which is reasonable to all sides Anmercosa Sales together with associated companies in the Anglo American Corporation group will provide metal marketing services to the consolidated company in which the assets of the former individual mining companies will be vested Cape Asbestos As announced in the yearly report The Cape Asbestos Company became a subsidiary of Charter on 12 June 1969. This arose from the offer which was accepted by Cape Asbestos shareholders to acquire 50 ELCTRONIALYELECTRONICALY per cent of the ordinary share capital not already owned by Charter Charter also acquired the entire issued preference capital We were pleased to welcome to the board of Charter Mr R. H. Dent chairman of Cape Asbestos ) The Cape Asbestos company was founded in 1893 and there has long been a close association with Charte--,, through one of its forerunners The Central Mining & Investment Corporation The principal business of the Cape group consists of the mining of asbestos fibre in South Africa and the manufacture of building insulation and friction materials and light engineering products continental in the United Kingdom South Africa and Europe In the last five years the Cape group's sales have increased from 22.3 millionin 1965 to 40.6 million i 1969. Profits before tax have increased from 2.0 million to 3.2 million over the same period the Since June last year Cape has acquired the whole of issued share capital of Trist Draper Limited manufac turers of brake and clutch linings Charter now holds jus~ over 60.5 per cent of Cape's issued ordinary share capital purpose As stated at the time of the offer it will be our purpose to make Cape the channel for the expansion of Charter industrial activities > North American interests As announced in December 1969 Anglo American American Corporation and its associated companies have acquired additional shares in Engelhard Hanovia from Mr C. W Engelhard and his family Together with shares previously majority acquired acquired these associated companies now hold a interes , interest in Engelhard Hanovia The principal of Engelhard Hanovia is its 44 per cent holding of the common stock of Engelhard Minerals and Chemicals Corporation which had a satisfactory year in 1969 increasing its consolidated net profit after tax from 31.66 million to 34.72 million Anglo American Corporation of Canada AMCAN in which Charter has a 24.7 per cent interest raised its net income for 1969 to 5.2 million from 4.6 million in 1968. In addition profits on sale of investments during 1969 realized 7.9 million AMCAN'S 1969 carnings included a dividend of 4.40 per share CS4.00 in 1968 from Hudson Bay Mining and Smelting Co. in which AMCAN has a 28 per cent interest improvement The in Hudson Bay's carnings per share from 7.42 in 1968 to 9.86 in 1969 was attributable to higher prices for copper and zinc coupled with the 16 ELECTRONICAL Y treatment of free ore from the Osborne Lake and Flexar mines The development of Hudson Bay's extensive potash deposit in Saskatchewan is progressing satisfactorily In September 1969 AMCAN and Hudson Bay each acquired 500,000 treasury shares of New Imperial Mines a copper producing company in the Yukon territory and options over further shares which if fully exercised would bring the holdings of AMCAN and of Hudson Bay to 10.6 per cent each New Imperial's 1969 net earnings of CS4.375 million compared with 1.259 million in the previous year the improvement being attributable to higher production and increased copper prices The White Pass and Yukon Corporation which operates a completely integrated truck transportation system between Vancouver and points in the Yukon territory and in which AMCAN has a 26.2 per cent interest completed in 1969 a modernization and expansion programme involving a total expenditure of about CS22 million Mining developments in the areas served by the corporation are expected to lead to additional volumes of freight Other interests Covenant Industries a company owned jointly by Charter and associates on the one hand and Imperial Chemical Industries on the other trades in and manufactures chemical and allied products mainly agricultural chemicals and paint in Nigeria Zambia and east Africa In spite of the difficulties resulting from the war turnover and profits in Nigeria have shown a welcome and substantial improvement and prospects for economic growth there are considered good In Zambia in addition to a successful investment in paint manufacture Covenant Industries is participating with the owned Industrial Development Corporation in the establishment of a factory which commenced production of explosives for the copper mining industry this year In east Africa trading levels have been maintained Covenant's investment in ELCTRONIAY Uganda where the government has recently announcedFILED its intention to acquire controlling participations FILED small FILED The aggregate profitability of Charter's wholly2023 subsidiary industrial companies in the United Kingdom fell during the year mainly as a of consequence the rising costs of materials and labour and of overheads These increases proved exceedingly difficult to recover in sellin1g8 prices and as a result profit margins were eroded The Heatrae group and the Rathdown group were particularly 10:39 affected The Elastic Rail Spike group improved its position and its associated company in South Africa obtained a contract from South African Railways which RICHLAND should enhance its future results RICHLAND It was reported last year that Charter and associatesRICHLAND had taken part in a continental syndicate which acquired RICHLAND a major shareholding in Sviluppo an Italian finance and investment company Industry in Italy is suffering from severe labour and social troubles although the country's economy is fundamentally soundly based Sviluppo's principal holding is in the Italian Grand Hotel Company COMON CIGA which has increased profits and raised its dividenPLdEAS from 80 to 100 lire per share Under the new managemenPtLEAS control Sviluppo is actively developing its financial and merchant banking business in Italy PLEAS International Pacific Corporation the merchant bank in Sydney in which Charter has a 30 per cent interest had a satisfactory year of operations # During the year Charter sold its interest in Hume Limited pipe manufacturers in South Africa 2023CP- Lastly I would like to emphasize our debt to those 2023CP- we2023CP- employ for their skill and constructive work in the interests of the company Of course we do our best to ensure that they receive salaries related to their responsi- bilities and at least competitive with those available else- where We must be grateful however that the quality of service given by our staff reflects a spirit of loyalty and willing cooperation within the whole organization which cannot be measured merely in terms of remunera- tion 2 June 1970 ----,--"--,--...-- H. V. SMITH Chairman 17 1. Drilling for oil in Canada Western Decalta Petroleum Surface installations at Beralt Ein and Wolfram mine Portugal 3. Construction work at Soci^'t^'Mini^re d'Anglade d'Anglade scheelite mine France 1. Tin ingots from concentrates produced produced by Tronoh Mines Malaysia ELCTRONIAYoe FILED - 2023 Oct 18 10:39 AM - RICH- LAND COMN PLEAS - 203CP41759 Analysis of assets and investment income Geographical analysis United Kingdom Continental Europe North America South Africa Zambia Rest of Africa Malaysia Australia Sy772 1970 000's 70,438 11.696 73.780 128.792 19,927 12.204 2.968 43.701 1 im 363,506 PER CENT F ASSETS 1970 19.4 3.2 20.3 35.4 5.5 3.4 0.8 12.0 100.0 \ Peed Jens, Investment category Finance Diamonds Gold Tin Copper and other minerals Industrial commercial oil etc. Long term loans ASSETS 1970 000's 194.738 11.773 6.844 6.411 23,006 80.521 2,666 325,959 Fixed assets Net current assets 19.578 17,969 363.506 Notes 1. The analysis of assets geographical and by category is based on the stock exchange value of quoted investments and the directors valuation of unquoted investments at 31 March 2 The geographical analysis takes into consideration direct interests and where possible major indirect interests in the areas concerned and is therefore only approximate PER CENT F ASSETS 1970 53.6 3.2 1.9 1.8 6.3 22.2 0.7 89.7 5.4 4.9 100.0 ELCTRONIAY FILED PER CENT OF INVESTMENT - INCOME INCOME 1970 2023 14.2 Oct 18 10:39 1.6 11.5 39.8 AM 23.8 - 3.5 RICHLAND 1.4 4.2 - 100.0 COMN PLEAS FER CENT OF PLEAS INVESTMENT INCOME - 1970 203CP401759 378 3.5 7.3 2.1 203CP401759 23.8 2023CP401759 21.9 3.6 100.0 100.0 Five year financial record CHARTER CONSOLIDATED LIMITED AND ITS SUBSIDIARY COMPANIES Earnings year to 31 march Income from investments Profits on sharedealing Interest received less paid Trading profit and sundry revenue Deduct administration and technical expenditure Profit before taxation Deduct taxation Deduct amount attributable to outside shareholders and acquisition Group net profit Deduct dividends paid gross Retained Earnings per share Dividends per share 1970 000's 10,705 5,343 511 4,499 1,237 18,799 4,772 14,027 1,029 12,998 7,422 5,576 2s 8d 1s 6d 1969 000's 9,578 3,041 125 839 1,349 12.234 2.114 10.120 _- 10,120 6,522 3,598 2s 1d 1s 4d 1968 000's 8,972 2,253 539 871 1,283 11,352 1,649 9,703 9,703 6,522 3.181 2s Od 1s 4d 1967 000's 8,218 1,619 777 834 1.135 10,313 1,576 8,737 8,737 5,707 3,030 1s 9d 1s 2d ELCTRONICALYELECTRONICALY ELCTRONICALY FILED FILED 1966 - 000's 2023 8,717 1,200 Oct 1,216 18 518 10:39 1,216 AM 10,435 - 2,656 RICHLAND 7,779 - 7,779 COM N 4,784 net 2,995 1s 7d net PLEAS - 1s 4d 203CP41759 Net assets at 31 march Investments at market value or directors valuation 325,959 383,226 268,929 163,286 155,688 203CP401759 Investments at book value 138,388 141,547 123,723 106,111 92,326 Fixed assets 19,578 3.315 3,015 2.664 2,030 Net current assets 17,969 5.424 3,986 7,177 15.163 Deduct minority interests long term indebtedness and investment grants 33,969 14,991 1.125 1.080 1,240 Total capital and reserves Add surplus of market value or directors valuation of investments over book value 141,966 187,571 135,295 241,679 129,599 145,206 114,872 57,175 108,279 63,362 Total net assets 329,537 376.974 274,805 172,047 171,641 Net assets per share 66s 7d 77s 1d 56s 2d 35s 2d 35s 1d 20 Report of the auditors to the members ELCTRONIAY In our opinion based on our examination and the reports FILED of the auditors of those subsidiary companies not audited by us the accounts set out on pages 22 to 30 comply with the Companies Acts 1948 and 1967 and - 2023 give so far as concerns members of the holding company a true and fair view of the state of affairs at 31 March 1970 and of the profit for the year ended on Oct that date on the basis set out in note 1 18 10:39 COOPER BROTHERS & CO DELOITTE PLENDER GRIFFITHS & CO AM - Chartered accountants RICHLAND London 2 June 1970 - COMN PLEAS PLEAS - 203CP41759 203CP401759 203CP401759 21 Consolidated profit and loss account for the year ended 31 march 1970 CHARTER CONSOLIDATED LIMITED AND ITS SUBSIDIARY COMPANIES Income from investments note 2 Profits less losses on realization of investments by dealing subsidiaries less provision against loans and underwriting commission note 3 Interest received Trading profit and sundry revenue note 4 Deduct Administration and technical expenditure note 4 Directors emoluments note 6 Interest paid note 5 Auditors remuneration parent company 2,100 1969- Profit before taxation Taxation note 8 Profit after taxation Deduct Interest of outside shareholders in profits of subsidiaries acquisition profits of subsidiaries Net profit attributable to Charter Consolidated Limited Interim dividend of 6d per share gross 1969-6d per share paid 12 December 1969 Proposed final dividend of 1s Od per share gross 1969-10d per share payable 15 July 1970 Transfer to investment and exploration reserve in subsidiaries note 15 Unappropriated profit for the year note 15 1970 000's 000's 10.705 5.343 1,358 4,499 21,905 1,051 126 1,869 60 3,106 18,799 18,799 4,772 14,027 571 458 2,474 4,948 _ 1,029 12.998 12.998 .7,422 7,422 5,576 1,500 4,076 ELCTRONICALY ELCTRONICALY ELCTRONICALY ELECTRONICALLY ELECTRONICAL Y FILED FILED 1969 FILED 000's 000's - 9,578 2023 Oct 3.041 825 839 14,283 AM 1,234 99 700 16 2.446 4,076 RICHLAND RICHLAND RICHLAND RICHLAND - 2,049 COM ON 12.234 2.114 COMMON 10.120 PLEAS PLEAS PLEAS CASE CASE _ CASE # 10.120 2023CP4001759 2023CP4001759 203CP401759 2023CP401759 2023CP40 1759 6.522 2023CP4001759 3,598 1.250 2,348 For notes on the accounts see pages 25 to 30 22 Consolidated balance sheet 31 march 1970 CHARTER ' CONSOLIDATED LIMITED AND ITS SUBSIDIARY COMPANIES Fixed assets note 9 Investments note 10 Current assets Stocks and work in progress note 11 Debtors United Kingdom tax repayable Short term loans and deposits Bank and cash balances Current liabilities Associated companies and other deposit accounts Unclaimed dividends Bank overdrafts Creditors Taxation including United Kingdom corporation tax due 1 January 1971 3,266,000 3,772,000 Proposed final dividend gross Net Current Assets Total Net Assets Financed by Issued capital note 12 Capital reserves note 15 Revenue reserves note 15 Total Capital and Reserves Investment grants note 9 Minority interest Long term indebtedness note 13 1970 000's 000's 19,578 138,388 9,953 17,249 799 14,583 2,208 44,792 2,760 42 1,134 10,763 7,176 4,948 26,823 17,969 175,935 24,738 47,916 69,312 141.966 1,386 7.327 25,256 175,935 ELECTRONICAL Y ELECTRONICALY ELCTRONIAY FILED 1969 FILED 000's 2000's - 2023 3.315 Oct 141.547 141.547 18 1,407 11,006 10:39 554 AM 5.369 - 1,178 RICHLAND 19,514 - 1.429 COM N 13 825 3.435 PLEAS 4.312 PLEAS 4,076 - 14.090 6.424 203CP41759150.286 24,458 47.610 47.610 203CP401759 63.227 135.295 117 8.1 14,840 150,286 150,286 SPIRO SMITH S. W. PARKS Directors Chief accountant For notes on the accourts see pages 25 to 30 23 Balance sheet 31 march 1970 CHARTER CONSOLIDATED LIMITED Subsidiary companies Shares at cost Add amounts due from subsidiaries Deduct amounts due to subsidiaries Current assets Debtors Short term loans Bank balances Financed by Issued capital note 12 Share premium note 15 Revenue reserves Investment and exploration reserve Unappropriated profits note 15 Total Capital and Reserves Long term indebtedness note 13 Current liabilities Associated companies deposit accounts Unclaimed dividends Creditors Proposed final dividend gross 1970 000's 000's 85.313 24,795 110,108 72,316 37.792 209 38,001 24.738 3.269 2,207 141 2,348 30.355 2.634 ELCTRONICALY | ELCTRONICALY FILED 1969 000's 1.000's~ 85.3 11.525 96.838 66.911 1/1 850 32 2023 Oct 18 29.927 10:39 AM - RICHLAND1,053 - 30,980 24.458524.4585COM N PLEAS - 2.207 137 2.344 203CP4175926,802 203CP401759 20 44 4.948 5,012 38.001 45 44 4,076 4,178 30.980 H. SPIROSPIROSMITH Directors W. PARKS = Chief accountant For notes on the accounts see pages 25 to 30 24 Notes on the accounts 31 march 1970 ELCTRONIAY 1. Basis of consolidation and effect of changes in the composition of the group FILED a The results of subsidiaries acquired during the year have been - 2023 included in the consolidated profit and loss account from their effective dates of acquisition Oct b In order to facilitate administration the financial year of The Cape Asbestos Company Limited and its subsidiaries terminates on 18 31 December and those of the other group manufacturing subsidiaries terminate on 31 January 2. Income from investments 10:39 AM a Includes franked investment income of 3.365,000 3,236,000 b Arises from 1970 1969 - 000's 000's Quoted investments 8,832 7,927 Unquoted investments RICHLAND 1,873 1,651 10,705 9,578 - Dividends from overseas investments are included at the grass amount declared except for dividends from Malaysian and Zambian companies which have been included after deduction of taxation levied in those countries COM N 3. Dealing profits Profits less losses on realization of investments by dealing companies includes profits of 3,247,000 on the realization of investments PLEAS transferred from a holding company at book value during the year In previous years such profits have been transferred to capital reserve see note 15 - 4. Trading profit and sundry revenue ) The turnover of the manufacturing subsidiaries amounted to 1970 1969 46,606,000 5,624,000 based on the invoiced value 000's 000's 203CP41759 of goods sold ii Investment grants credited in these accounts 135 14 iii Depreciation of fixed assets charged in these accounts including amount set aside for increased cost of plant replacement 15,000 14,000 2,030 246 203CP401759 iv Rents paid in respect of hire of plant machinery and equipment charged in these accounts 130 62 v Rents received 161 154 vi Administration and technical expenditure Deduct recovered from companies outside the group 3,731 2.680 2,861 1.627 1,051 1,234 5. Interest paid on borrowings by the group Loans repayable after more than five years Loans repayable within five years Amounts deposited with the group Bank overdrafts 000's 1,493 202 166 1.869 000's 6. Directors emoluments Directors of the parent company Fees Salaries and other remuneration including pension contributions Pensions etc. to former directors Deduct fees received from other companies and refunded to the group Amounts paid to directors Chairman Hon H. V. Smith Highest paid director Others 17,50115,00112,50110,0017,501- 10,000 5.001 - 7,500 2,501 - 5,000 up to 2,500 Fees waived by 12 directors amounted to 28,000 1969-10 directors 32,000 1970 25,000 144,000 3,000 172,000 46,000 126.000 25,126 25,126 -2-20 14 -2-20 7. Remuneration of employees of the group The number of employees other than directors of the parent company whose total emoluments receivable from the company and its subsidiaries exceeded 10,000 were Exceeding 10,000 but not exceeding 12,500 7 employees 1969-3 employees 8. Taxation On profit for the year United Kingdom corporation tax at 45 per cent 1969-45 per cent Deduct double taxation relief Overseas taxation Add adjustments in respect of previous year Deduct estimated overspill relief in respect of 1970 Note In the event of certain overseas subsidiaries distributing reserves or profits additional liability to United Kingdom taxation would arise 26 1970 000's 7,267 3,330 3,937 1,050 4,987 30 5,017 245 4,772 1969 24,000 112,000 1,000 137,000 38,000 99,000 6,282 17.252 123-1-3 123-13 123-13 123-13 1969 000's 4,575 2,591 1,984 419 2,403 12 2,391 277 2,114 ELECTRONICALY ELECTRONICAL Y ELECTRONICAL Y ELCTRONICALY FILED - 2023 Oct 18 10:39 AM - RIC-HLAND COMN PLEAS - 203CP41759203CP401759 9. Fixed assets Cost at 31 March 1969 Attributable to subsidiaries acquired Additions at cost Cost of items sold and scrapped Balance at 31 March 1970 Depreciation At 31 March 1969 on assets at cost Attributable to subsidiaries acquired Charge to profit and loss account On items sold and scrapped Balance at 31 March 1970 Net book value At 31 March 1970 At 31 March 1969 FREEHOLD PROPERTY LONG LEASEHOLD PROPERTY SHORT LEASEHOLD PROPERTY PLANT FURNITURE AND FITTINGS 000's 879 000's 1,514 000's 183 000's 1.496 7,693 278 1,610 18,738 MINING RIGHTS 000's 131 1.387 8.572 649 171 1,792 384 _ 1,793 86 58 20,234 3,180 662 1.518 51 14 9,050 2,176 1,821 22,752 1,555 115 156 17 600 _ 2.731 72 1.052 11,642 2,846 228 1,069 12,242 _ 235 67 92 1,636 _ 71 27 541 _ 3,010 295 1,134 13,337 _ 6,040 764 1,881 1,358 687 166 9,415 896 1,555 131 NOTES i In addition to the above the group owns estates buildings and citrus groves in Rhodesia which cost 230.000 and are fully depreciated ii Freehold land and buildings are included on the following basis 000's At cost 7,971 At valuation in 1960 794 At valuation in 1966 285 9.050 No depreciation has been provided on freehold land Included is an amount of 394.000 relating to land and factory premises acquired by the Belgian subsidiaries and financed by secured loans see note 13 The legal title to the factory premises does not vest in the companies concerned until the final instalments on the loans have been paid iii Mining rights are included on the following bases 000's At cost 308 At valuation in 1948 1.247 1.555 No amortisation has been provided on the mining rights in South Africa as the directors are of the opinion that the present value exceeds book value iv Investment grants in respect of each year's capital expenditure are credited to profit and loss account over a period of ten years the estimated average life of the relevant fixed assets Grants shown in the consolidated balance sheet represent total grants to date less the amount credited to profits v Commitments for capital expenditure of subsidiaries amount to 1,298.000 543,000 Investment grants 120,000 1969- vi Estimated capital expenditure of subsidiaries authorized but not committed amounts to 1,113,000 598,000 Investment grants 162,000 26,000 ELECTRONICAL Y ELECTRONICALLY ELECTRONICAL Y ELECTRONICAL Y ELECTRONICAL Y ELECTRONICAL Y ELECTRONICAL Y ELECTRONICALY ELECTRONICAL Y ELECTRONICAL Y ELECTRONICALLY ELECTRONICALLY ELECTRONICAL Y FILED FILED FILED FILED 2023 TOTAL 2023 2023 000's Oct 4,203 Oct 29,706 18 33,909 10:39 4,350 10:39 905 AM 37.354 RICHLAND RICHLAND 888 RICHLAND 15,497 RICHLAND COMMON 16,385 2,030 COMMON 639 COM ON 17,776 COMMON PLEAS 19,578 PLEAS PLEAS 3,315 CASE CASE CASE CASE 2023CP401759 2023CP401759 2023CP4001759 2023CP4001759 2023CP4001759 2023CP401759 2023CP4001759 2023CP40 1759 2023CP4001759 2023CP4001759 2023CP4001759 27 10. Investments GENERAL Quoted in Great Britain Quoted outside Great Britain Unquoted ASSOCIATED COMPANIES Quoted in Great Britain Quoted outside Great Britain Unquoted Advances TOTAL INVESTMENTS Quoted in Great Britain Quoted outside Great Britain Unquoted including advances AT GOST LESS AMOUNTS WRITTEN OFF 1970 000's 1969 000's 57,383 16,215 73,598 28,137 101.735 63,483 20,554 84,037 19.454 103,491 15,398 3,840 19,238 8,671 27,909 8,744 36.653 17,780 3,094 20,874 9.304 30,178 7,878 38,056 72,781 20.055 81,263 23,648 92,836 45,552 138,388 104,911 36,636 141.547 1 i tni iv v vi NOTES In the case of quoted South African securities London stock exchange prices have been taken where the securities are held in the United Kingdom and Johannesburg stock exchange prices where the securities are held in South Africa Included in unquoted investments are shares in Anglo American Corporation Rhodesia Limited The book value and director's valuation at 31 March 1970 both amount to 2.988.542 Any disposal of these shares would require consent under existing exchange control regulations and no income can be remitted to the company from Rhodesia Commitments and guarantees by the company in respect of subscriptions for shares and loan facilities amount to 14,671,000 16,765,000 A subsidiary company has entered into contracts for exploration expenditure to be incurred after 31 March 1970 The greater part of the investments is of a permanent nature but in the event of their realization at the current market values there would be a corporation tax liability on the resultant profit based approximately on the surplus of market values over book cost The value of investments includes 75 per cent 1969-75 per cent of the investment currency premium where applicable which amounts to 1.986.000 6.399,000 ELCTRONICALY ELCTRONICALY FILED FILED MARKET VALUE OR - DIRECTORS VALUATION 2023 1970 000's 1969 000's Oct 187,365 220,505 21,245 33.500 18 208,610 33,373 254,005 35,082 10:39 241,983 289.087 AM - 58,504 69,108 RICHLAND 6,708 65,212 7.117 76,225 9,974 10,482 - 75,186 86,707 8,790 83.976 7.432 94,139 COMN PLEAS 245,869 27,953 289,613 40,617 - 273,822 52,137 330,230 52.996 325,959 383,226 203CP41759203CP401759 11. Stocks Stocks and work in progress have been valued at the lowest of cost net realizable value and replacement price on bases consistent with those adopted in previous years 28 12. Share capital : Authorized 120,000,000 shares of 5s each Issued At 31 March 1969 Acquisition of The Cape Asbestos Company Limited 97,832,866 shares of 5s each fully paid 1,120,089 At 31 March 1970 98,952,955 1970 30,000,000 24,458,216 280,023 24,738,239 1969 30,000,000 24,458,216 13. Long term indebtedness Details of loans repayable over a longer period than five years Debenture stocks secured issued by ) | Charter Consolidated Investments Limited 4 per cent first debenture stock 1978/83 4 per cent second debenture stock 1978/83 ii The Cape Asbestos Company Limited 7 per cent debenture stock 1986/89 6 per cent debenture stock 1986/89 Unsecured Loan stocks issued by ) The company 5 per cent convertible loan stock 1984 ii The Cape Asbestos Company Limited 7 per cent loan stock 1986/91 Bonds issued by Charter Consolidated Overseas N.V. 6 per cent unsecured bonds of DM120,000,000 1968/83 Belgian long term loans Secured repayable by annual instalments over 13 years Unsecured repayable by annual instalments over 7 years NOTES 1 The company's 5 per cert convertible loan stock 1984 carries the following conversion rights: Year of conversion Number of shares per 100 stock 1970-74 25 1975-79 24 1980-84 23 n ii The increase of 1,033.000 in the sterling equivalent of the DM120,000,000 6 per cent unsecured bonds 1968/83 represents the additional cost at redemption attributable to the revaluation of the Deutsche Mark on 26 October 1969 see note 15 The bonds are quoted on the Frankfurt stock exchange The company has guaranteed the bonds as regards both repayment of principal including premium if any and payment of interest The Belgian subsidiaries pay interest on their secured loans at rates determined yearly by the Belgian authorities currently ? per cent per annum and on their unsecured loans at 2.35 per cent half 1970 000's 500 500 2,000 600 2,634 3,459 14,873 370 320 25,256 1969 000's 500 500 _ _ 13,840 14,840 ELCTRONIAY FILED - 2023 Oct 18 10:39 AM - RIC-HLAND COMN PLEAS - 203CP41759203CP401759 29 14. Contingent liabilities For amounts not called on investments In respect of guarantees company 1,176,000 955,000 In respect of underwriting participations As acceptors of bills company Bills receivable and a hire purchase agreement discounted The company has given guarantees in connection with future loans by third parties to Soci^'t^'Mini^rede Mauritanie 15. Movements on reserves Balances at 31 March 1969 Add Appropriated from profits Additional redemption cost of Deutsche Mark bonds on revaluation of the Deutsche Mark Goodwill arising on acquisition of subsidiaries during the year Premium on shares issued at market value by the company Reserves of subsidiaries acquired during the year Surplus realized on sales of investments by holding subsidiaries less United Kingdom tax thereon see note 3 United Kingdom tax relief on disposal of investment written off in previous year United Kingdom tax on group profit of previous year no longer required Sundry surpluses and adjustments Deduct Amount written off unquoted investments Investments in exploration companies and exploration expenditure written off Balances at 31 March 1970 16. Currency conversion Assets and liabilities in commonwealth and foreign currencies have been converted into sterling at the rates of exchange ruling at the dates of the respective balance sheets 17. Exchange control The transfer of assets held by the group in Rhodesia and in the Republic of South Africa would be subject to restriction under exchange control regulations 18. 18. Subsidiary companies and principal investments A list of the major subsidiary companies associated companies and interests of ten per cent or more in other companies and other principal investments are included on pages 8 to 10 30 ELECTRONICALY ELCTRONICALY ELCTRONICALY FILED 1970 1969 - 000's 000's 315 1,960 492 1,326 2023 91 419 2,500 Oct 138 18 2,504 4,737 10:39 AM - INVESTMENT AND SHARE OTHER EXPLORA- RICHLAND PREMIUM ACCOUNT GROUP = CAPITAL RESERVES GROUP 000's 000's TION RESERVE GROUP 000's UNAPPROPRIATED PROFITS GROUP COMPANY 000's 000's 11,996 35,614 10,890 52,337 137 - 3,269 15 1,033 4,365 759 1.919 1.500 4,076 4 COMN PLEAS PLEAS - 366 15,265 258 32,651 532 147 13,435 20 468 48 56,365 141 203CP41759 15,265 32,651 12,947 56,365 141 47,916 69,312 141 OTHER INFORMATION ELECTRONICAL Y Directors interests The following are the interests in the company of the directors who held office on 31 March 1970 as notified to the company in terms of the Companies Act 1967 INTEREST IN SHARES OF 5s EACH OF THE COMPANY 1 April 1969 31 March 1970 DIRECTORS Sir Keith Acutt 100 Comte T. de Feuilhade de Chauvin 574 A. Chester Beatty J. E. H. Collins 287 100 R. H. Dent C. W. Engelhard H. R. Fraser J. O. Hambro appointed 8 July 1969 500 14,950 appointed3 June 1969 2,876 N. K. Weekes 100 Mudd : appointed 11 November 1969 H. F. Oppenheimer * 5,004,600 Sir Philip Oppenheimer 9,798 B. W. Pain 100 G. Richardson appointed 1 January 1970 E. R. A. de Rothschild 148.541 The Hon H. V. Smith 1,200 S. Spiro appointed 1 April 1969 L. G. Stopford Sackville appointed 1 January 1970-4,750 T. P. Stratten 1,200 W. D. Wilson 100 100 574 287 100 500 14,950 100 2,876 100 100 5,000,100* 9,798 100 100 156,291 1,200 100 4,750 1,200 100 ALTERNATE DIRECTORS R. J. Armitage P. C. D. Burnell G. W. Flint appointed3 June 1969 appointed3 June 1969 1,000 The Hon R. B. Loder R. H. MacWilliam nil 1,500 A. E. Oppenheimer appointed3 June 1969 A. W. Owston appointed 20 January 1970 nil nil 1,000 nil 1,500 nil nil * Of which 5.000.000 being shares held by a body corporate are notified pursuant to section 28 of the Companies Act 1967 Mr R. H. Dent also had an interest both at the date of his appointment as a director and at 31 March 1970 in 2,142 of the company's 5 per cent convertible unsecured loan stock 1984 Of the abovementioned directors the following had interests in The Cape Asbestos Company Limited which became a subsidiary of the company on 12 June 1969 INTEREST IN ORDINARY SHARES OF 5s EACH OF THE CAPE ASBESTOS COMPANY LIMITED 12 June 1969 R. H. Dent appointed a Charter director 8 July 1969 2,100 31 March 1970 2,100 H. R. Fraser nil 800 S. Spiro G. W. Flint 800 1.500 800 1,500 ELCTRONIAY FILED FILED Finance Act 1965 - ) Capital gains tax The market price of the company's shares on 6 April 1965 was Registered shares 19s 9d 2023 Oct Shares represented by renounceable letters of allotment 20s Od Share warrants to bearer 20s Od ii The company is not a close company within the provisions of the 18 Finance Act 1965 10:39 Turnover AM The following is the proportion of the turnover shown in note 4 and - the amount of profit attributable to each different class of business undertaken by the group's manufacturing subsidiaries Proportion of turnover % RICHLAND Contribution to group trading profit before taxation 000's - Building and construction industry materials Automotive friction materials General engineering and shipbuilding materials Asbestos fibre Railway track fastenings mine roof bolts galvanizing etc. Heaters and heating equipment Components mainly for the television and telecommunications industries 32.3 29.5 8.4 16.8 3.7 6.2 3.1 758 862 COM N283 1,656 PLEAS 320 PLEAS 119 - 96 Geographical analysis of turnover United Kingdom Continental Europe North and South America Africa and Middle East Australasia and Far East 100.0 4,094 203CP41759 203CP401759 000's 31,007 7,082 3,058 203CP401759 3,244 2,215 46,606 Exports The aggregate value of goods exported by the group's United Kingdom manufacturing subsidiaries during the year totalled 4,798,000 Number and remuneration of employees The average number of employees per week of the company and its subsidiaries working wholly or mainly in the United Kingdom was 9,495 during the year The aggregate amount of the remuneration paid to employees working wholly or mainly in the United Kingdom during the year was 12,429,000 31 Procedure for holders of share warrants to bearer to attend a general meeting Holders of share warrants to bearer wishing to attend as members at general meeting must deposit their share warrants at least three clear normal business days before the meeting at - the transter office of the Kent or company Kent House Station Road Ashford 2e 11 the offices of Credit Lyonnais 19 boulevard des Italiens Paris 2e or Banque Rothschild 21 rue Laffitte Paris 9e The directors mux accept lieu of the deposit of a share warrant a certificate from an authorized depositary or other approved person to the effect that the share warrant has been deposited with him The authorized depositary or approved person must give an undertaking not to surrender the share warrant to the depositor except against return of the certificate of deposit and the undertaking The company will deliver to the person depositing a share warrant or certificate of deposit and an undertaking an admission card stating his name address and the number of shares represented by the relative warrant enable him to attend and vote in person or by proxy at meeting #Forms are available from am at the mentionedofice COPILS OF 1HI CONDITIONS GOVERNING SHARE WARRANTS TO BLARER ARE AVAILABLE AVAILABLE AVAILABLE FROM THE REGISTERED AND TRANSFER OFFICES OF THE COMPANY AND FROM THE OFFRIES OF CREDIT LYONNAIS 19 BoulevARD DES ITALIENS MARIS E AND HANDLE ROTHSCHILD RUI LAFFITTE PARIS ME ELCTRONDAY FILED - Proc^'durepermettant aux d^'tenteursde certificat ^ d'actions au porteur d'assister une assembl^'eg^'n^'rale 2023 Les d^'tenteursde certificat d'actions au porteur d^'sirant assister en leur Oct qualit^' de membre ^ une assembl^'eg^'n^'ralesont tenus de d^'poser leur certificat d'actions trois jours ouvrables francs au moins avant la date de Passembl^'e 18 Au bureau des transferts de la soci^'t^'Kent House Station Road Ashford Kent ou 10:39 Au Cr^'dit Lyonnais 10 boulevard des Italiens Paris 2e on chez Banque Rothschild 21 rue Laffitte Paris De AM Les administrateurs pourront accepter qu'^ la place du certificat d'actions - soit d^'pos^'u ene attestation d^'livr^'epar un d^'positaireautoris^'ou par toute autre personne d^'clarant avoir re^u le d^'p^tdu certificat d'actions RICHLAND La d^'positaireautoris^'ou la personne habilit^'edoit s'engager ^ ne remettre le certificat d'actions au d^'posantque contre remise de l'attestation de d^'p^t et d'engagement La soci^'t^r'emettra au deposant d'un ceruficat d'actions ou d'une attestation de d^'p^ett d'engagement une carte d'admission portant ses nom et adresse - de m^"meque le nombre d'actions repr^'sent^p'ar le certificat correspondant Cette carte lui permetura de ce fait d'assister et de voter en personne ou par COM N mandataire une assembl^'eg^'n^'rale * Des formulaires peuvent ^"tre obtenus aupr^s des bureaux indiqu^'s dessus MM LES ACTIONNAIRES PEUVENT SE PROCURER DES EXEMPLAIRES DES CONDI- TIONS REGISSANT LES CERTIFICATS D'ACTIONS D'ACTIONS AU PORTEUR EN S'ADRESANT : S'ADRESSANT SOIT PLEAS AU BUREAU DES TRANSFERTS DE LA SOCIETE SOIT AU CREDIT LYONNAIS ; PLEAS 19 BOULEVARD DES ITALIENS 21 RUE LAFFITTE PARIS 91 PARIS 2F SOIT CHEZ BANQUE ROTHSCHILD - MM les actionnaires actionnaires sont informes qu'ils peuve se curer un exemplaire en francais de rapport en s'addressant soit au Secr^'taire 203CP41759 CHARTER CONSOLIDATED LIMITED 40 Holborn Viaduct London EC1 soit at CREDIT LYONNAIS 19 boulevard des Italiens Paris 2e soit chez BANQUL ROTHSCHILD 21 rue Lallitte Paris De 32 32 ELCTRONIAY FILED - 2023 Oct 18 10:39 AM - RICH- LAND COMN PLEAS - CASE#203P41759 ELCTRONMALY FILED - 2023 Oct 18 10:39 AM - Lon,d Limted McCorqudale McCorquodale Printed Punted by McCorquadale Printers Limited, London