Document qaGBd7qQ6XbYkddgvRLEJaDqR

FILE NAME Cape Asbestos CAPE DATE 1967 Mar 31 DOC CAPE115 DOCUMENT DESCRIPTION Charter Consolidated Ltd. - Annual Report & Accounts Legal - Tibbs Case Exhibit 13 Charter Consolidated Limited annual report and accounts 31 march 1967 ELCTRONIAY Charter Consolidated Limited FILED - Incorporated in England 2023 Oct Charter is a finance and investment company with assets of 18 approximately 172 million The greater part of its investment is 1 :31 in mining and allied operations throughout the world The company AM - also has important interests in a wide range of industrial activities RICHLAND mainly located in the United Kingdom Charter continues to seek new business opportunities in a variety - of fields and its specialist service departments are constantly COM ON investigating new projects In the sphere of mining it is conducting on its own account and in association with other mining groups a PLEAS programme of mineral exploration in many countries PLEAS Charter works in close association with the Anglo American Corpora- - tion group one of the largest mining finance organisations in the world which provides the company with technical services For its part the Charter group undertakes for the Anglo American Corpora- tion group of companies a wide range of activities from London 203CP41759 Notice of annual general meeting NOTICE IS HEREBY GIVEN that the second annual general meeting of members of Charter Consolidated Limited will be held at The Chartered Insurance Institute 20 Aldermanbury London EC2 on Tuesday 11 July 1967 at 11 am for the following purposes 1 To consider the balance sheets and consolidated profit and loss account for the year ended 31 March 1967 and the reports of the directors and auditors 2 To elect directors 3 To fix the remuneration of the auditors The transfer books and registers of members in the United Kingdom Republic of South Africa and Rhodesia will be closed from 8 to 11 July 1967 both days inclusive A member entitled to attend and vote at the meeting is 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 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 BY ORDER OF THE BOARD R. V. PRITCHARD manager and secretary 40 Holborn Viaduct London EC1 16 June 1967 * see page 32 ELECTRO CAL Y FILED - 2023 Oct 18 1 :31 AM - RIC-HLAND COMON PLEAS PLEAS - 203CP41759 Contents Directorate Administration Features from the consolidated accounts Report of the directors Consolidated profit and loss account Consolidated balance sheet Balance sheet Notes on the accounts Report of the auditors Review of interests and activities Group subsidiary companies Principal interests of the group Geographical analysis 4 - ELCTRONIAY FILED - 2023 Oct 18 11:31 AM - RIC-HLAND 13 COMON PLEAS 14 PLEAS - 16 17 203CP41759 20 21 28 29 30 3 ELECTRO Directorate CAL Y FILED - 2023 Chairman Oct H. F. Oppenheimer 18 Deputy chairmen 1 :31 S. D. H. Pollen MBE TD AM The Hon H. V. Smith - W. D. Wilson managing director RICHLAND Directors Sir Keith Acutt KBE - O. B. Bennett CBE A. Chester Beatty Comte T. de Feuilhade de Chauvin COMON J. E. H. Collins MBE DSC Sir Frederick Crawford GCMG OBE PLEAS C. W. Engelhard - H. St. L. Grenfell OBE MC J. O. Hambro MC 203CP41759 N. K. Kinkead The Hon J. Christopher Loder P. J. Oppenheimer B. W. Pain Evelyn R. A. de Rothschild 203CP401759 M. W. Rush T. P. Stratten Alternate directors G. W. Flint H. R. Fraser Sir Jim S. Holland Bt TD The Hon R. B. Loder R. H. MacWilliam J. G. Richardson L. G. Stopford Sackville ELCTRONIAY Administration FILED FILED - 2023 Executive committee of the board of directors Oct 18 H. F. Oppenheimer 11:31 H. St. L. Grenfell OBE MC 11:31 P. J. Oppenheimer S. D. H. Pollen MBE TD AM - The Hon H. V. Smith W. D. Wilson RICHLAND Managers - G. W. Flint COMON H. R. Fraser Sir Jim S. Holland Bt TD N. K. Kinkead PLEAS The Hon J. Christopher Loder The Hon R. B. Loder - B. W. Pain R. V. Pritchard CASE J. G. Richardson L. G. Stopford Sackville 203CP417592023CP4001759 Secretary R. V. Pritchard Chief accountant D. C. Kempson Auditors Cooper Brothers & Co. Deloitte Plender Griffiths & Co. Bankers Barclays Bank D.C.O. National Provincial Bank Limited Westminster Bank Limited ama TU it wT. The London headquarters of Charter Consolidated at 40 Holborn Viaduct ELECTRONICALLY ELECTRONICALY ELCTRONIAY FILED FEATURES FROM THE CONSOLIDATED ACCOUNTS - , Profit after taxation Dividends gross per share 2023 Oct 18 1967 1966 1 :31 f AM - 10,016,000 = 7,779,000 RICHLAND 1s 2d * 1s 8d - Total dividends Investments and unquoted 5,707,000 * 4,784,0n0e0t COMON PLEAS a at book value 106,111,000 92,326,000 PLEAS - b at stock exchange and directors valuation 163,286,000 155,688,000 Revenue reserves Capital reserves Issued capital 54,381,000 51,406,000 36,033,000 32,442,000 24,458,000 24,431,000 203CP41759 j Including a special distribution of 4d per share costing 957,000 relating to the three month period prior to the merger on 31 March 1965 5 The detailed accounts will be found on pages 13 to 19 of this report FINANCE ACT 1965 1. CAPITAL GAINS TAX The market price of the company's shares on 6 April 1965 was Shares represented by renounceable letters of allotment 20s Od Registered shares 19s 9d Share warrants to bearer 20s Od 2. The company is not a close company within the provisions of the Finance Act 1965 Report of the directors The directors have pleasure in submitting their second annual report together with the audited accounts for the year ended 31 March 1967 Consolidated profit and loss account The consolidated profit before taxation for the year ended 31 March 1967 was Taxation amounted to Leaving a consolidated profit after taxation of To which should be added Transitional relief under the Finance Act 1965 Out of which there has been appropriated: Dividend of 6d per share paid on 15 December 1966 Dividend of 8d per share paid on 29 March 1967 Transfer to investment and exploration reserve Leaving an unappropriated profit for the year of 10,313,000 1,576,000 8,737,000 1,279,000 10,016,000 2,446,000 3,261,000 2,500,000 8,207,000 1,809,000 A reduction in the rate of dividend was forecast as a result of the additional tax liability arising under the new corporation tax system Dividends totalling 1s 2d per share have been paid amounting to 5,707,000 which compares with the dividends paid last year at the rate of 1s 4d per share costing the company 3,827,000 to which was added a special distribution of 4d per share costing 957,000 relating to certain merger earnings of the three companies which amalgamated to form Charter Consolidated on 31 March 1965. This year the company has obtained special recurring tax relief amounting to 1,279,000 under the transitional provisions in the Finance Act 1965 in respect of dividends deemed to be paid out of income previously taxed No further dividend is now recommended in respect of the year ended 31 March 1967 ELCTRO FILED - 2023 Oct 18 1 :31 AM - RICH- LAND COMON PLEAS - 203CP41759 ELCTRONIAY It is proposed that in future the interim dividend will be declared in November payable in December the final dividend will be announced in June and be paid in July after approval by the annual general meeting FILED - Reserves 2023 Movements on reserves during the year are shown on page 18 in note 6 Oct on the accounts 18 The following amounts have been charged to investment and exploration 11:31 reserve 11:31 AM Investments in exploration companies and exploration expenditure written off 667,000 667,000 - Amount written off investments 1,105,000 1,105,000 RICHLAND 1,772,000 After the transfer of 2,500,000 to investment and exploration reserve - that reserve stands at 10,863,000 10,863,000 COMON Share capital On 1 August 1966 the company increased its share capital from PLEAS 24,431,168 10s to 24,458,216 10s by the issue of 108,192 fully paid shares of 5s each in conversion of the remaining 95,407 6 per cent PLEAS convertible debenture stock 1974/77 of The Consolidated Mines - Selection Company Limited a wholly owned subsidiary company The authorised capital of the company remained at 30,000,000 203CP41759 Principal interests and activities The activities of the group are reviewed as part of this report on pages 21 to 27 and a list of the principal subsidiary companies in the group appears on page 28 The principal interests of the group with a geographical analysis of assets and investment income are shown on pages 29 and 30 Board of directors Mr P. V. Emrys and Mr T. Muir Warden OBE retired from the board on 31 December 1966. Mr Muir Warden is however continuing to serve the company as a consultant particularly on oil matters The directors wish to record their appreciation of the valuable contributions made by Mr Emrys as chairman and Mr Muir Warden as an executive director in implementing the merger and assisting in Charter's subsequent expansion Mr H. F. Oppenheimer succeeded Mr Emrys as chairman on 1 January 1967 Mr O. B. Bennett CBE and Mr M. W. Rush were appointed to the board from 1 July 1966 and Mr N. K. Kinkead The Hon J. Christopher Loder and Mr B. W. Pain joined the board on 1 January . > 023 Oct 18 1 :31 AM - Pouring gold into crucibles on a gold mine in South Africa 10 ELCTRONIAY 1967. These directors all retire in accordance with the provisions of article 103 of the articles of association and offer themselves for FILED reappointment Sir Frederick Crawford GCMG OBE Mr C. W. Engelhard and Mr J. O. - Hambro MC retire by rotation in accordance with the provisions of article 99 of the articles of association and offer themselves for election 2023 Oct Auditors 18 Messrs Cooper Brothers & Co. and Messrs Deloitte Plender Griffiths & Co. are willing to continue in office as joint auditors to the company 1 :31 Unclaimed shares AM - Outstanding share warrants to bearer of The British South Africa Company and of The Central Mining & Investment Corporation Limited may RICHLAND now be exchanged only for registered shares of Charter Consolidated the right to receive share warrants to bearer having expired under the terms of the merger scheme on 31 March 1967. At 2 June 1967 125,574 - shares of Charter remained to be claimed by holders of the now COM ON obsolete share warrants to bearer of these two wholly owned subsidiary companies PLEAS BY ORDER OF THE BOARD R. V. PRITCHARD manager and secretary - 9 June 1967 203CP401759 203CP401759 203CP401759 11 Unloading copper wirebars from Zambia at the London docks ELECTRONICALLY ELECTRONICAL Y ELCTRONIAY CHARTER CONSOLIDATED LIMITED AND ITS SUBSIDIARY COMPANIES Consolidated profit and loss account FILED for the year ended 31 march 1967 FILED - 2023 Income from investments note 1 1967 < 8,218,000 2023 1966 Oct. Oct. 8,717,000 Profits less losses on realisation of investments by dealing subsidiaries and underwriting commission Interest received less paid 1,619,000 820,000 1,200,000 1,265 Trading profit and sundry revenue note 2 834,000 518,000 Deduct Administration and technical expenditure Directors emoluments note 3 Debenture stock interest Auditors remuneration parent company 1,575 1,005,000 117,000 43,000 13,000 13,000 11,491,000 1,178,000 1,091,000 111,000 49,000 14,000 11,700,000 ICHLAND ICHLAND ICHLAND - COM O COMMO 1,265,000 1,265,000 _ Consolidated profit before taxation Taxation note 5 10,313,000 1,576,000 10,435,000 2,6562,,6506,0 Consolidated profit after taxation 8,737,000 Add Transitional relief under the Finance Act 1965 in respect of dividends deemed to be paid out of income previously taxed Appropriated as follows Dividend of 6d per share gross 1966-10d per share less income tax paid 15 December 1966 Dividend of 8d per share gross 1966 income tax paid 29 March 1967 10pder share less Transfer to investment and exploration reserve note 6 Company Subsidiaries Unappropriated profit for the year 1,279,000 10,016,000 2,446,000 3,261,000 5,707,000 4,309,000 * 2,392,000 2,392,000 2,207,000 293,000 2,500,000 1,809,000 2,000,000 2023CP2001759 7,779,000 7,79,00 203CP201759 4,784,000 2,995,000 2,000,000 995,000 * Including a special distribution of 4d per share costing 957,000 relating to the three month period prior to the merger on 31 March 1965 For notes on the accounts see pages 17 to 19 Auditors report see page 20 13 CHARTER CONSOLIDATED LIMITED AND ITS SUBSIDIARY COMPANIES ELCTRONICALY FILED Consolidated balance sheet march 1967 - Capital Authorised 120,000,000 shares of 5s each 1967 30,000,000 2023 1966 Oct 18 30,000,000 11:31 Issued 97,832,866 shares of 5s each fully paid see directors report 24,458,216 24,458,000 24,431,168 11:31 AM 24,431,000 24,431,0 0 24,431,0 0 - Capital reserves note 6 Share premium account Other 11,996,000 24,037,000 36,033,000 11,926,000 20,516,000 RICHLAND32,442,00032,442,00032,442,000 Revenue reserves note 6 Investment and exploration reserve Unappropriated profits TOTAL CAPITAL AND RESERVES 10,863,000 43,518,000 54,381,000 114,872,000 9,984,000 41,422,000 COMON PLEAS 51,405,000 51,405,000 CASE 108,275,000 CASE Interest of minority shareholders in subsidiary company Debenture stocks note 7 80,000 1,000,000 20 3CR40 11400014000 1,095,000 1,095,001,095,000 1,095,000 S. D. H. POLLEN H. V. SMITH } Directors D. KEMPSON _ Chief Accountant 115,952,000 For notes on the accounts see pages 17 to 19 109,519,000 14 Fixed assets note 8 Investments at cost less amounts written off Quoted on stock exchanges In Great Britain Outside Great Britain Unquoted Stock Exchange value of quoted securities note 9 Directors valuation of unquoted securities 1967 E 2,664,000 134,375,000 28,911,000 163,286,000 59,899,000 20,756,000 80,655,000 25,456,000 106,111,000 Current assets Stock in trade and work in progress note 10 Debtors United Kingdom tax repayable British Government securities Stock Exchange value 446,000 1966 4,831,000 Short term loans and deposits Bank and cash balances 1,403,000 3,541,000 1,444,000 431,000 7,615,000 510,000 14,944,000 Current liabilities Associated companies and other deposit accounts Unclaimed dividends Bank overdrafts Creditors Taxation including United Kingdom corporation tax due 1 January 1968 874,000 1966 341,000 3,168,000 270,000 185,000 1,981,000 2,163,000 7,767,000 7,767,000 ELCTRONIAY FILED - 2023 1966 Oct 2,030,000 11:31 AM AM 46,307,000 RICHLAND 23,391,000 RICHLAND 23,391,000 RICHLAND 69,698,000 RICHLAND 22,628,000 RICHLAND __ 92,326,000 COMMON COMMON 125,588,000 COMMON 155,688,000 PLEAS PLEAS PLEAS PLEAS PLEAS 1,376,000 CASE 2,477,000 CASE 2,296,000 CASE 2023CP4001759 2023CP4001759 4,776,000 2023CP40 1759 9,620,000 2023CP401759 359,000 2023CP40 1759 2023CP4001759 20,904,000 2023CP401759 20,904,000 20,904,000 2023CP4001759 2023CP4001759 786,000 326,000 213,000 1,945,000 2,471,000 5,741,000 NET CURRENT ASSETS 7,177,000 15,163,000 115,952,000 109,519,000 Auditors report see page 20 15 CHARTER CONSOLIDATED LIMITED Balance sheet march 1967 Subsidiary companies Shares at cost Add Amounts due from subsidiaries Less Amounts due to subsidiaries Current assets Debtors United Kingdom tax repayable Short term loans Bank balances Current liabilities Associated companies deposit accounts Unclaimed dividends Creditors NET CURRENT ASSETS Capital Authorised 120,000,000 shares of 5s each 1967 24,458,000 4,381,000 28,839,000 796,000 28,043,000 67,000 3,000 2,300,000 3,000 2,373,000 2,045,000 82,000 3,000 2,130,000 243,000 28,286,000 30,000,000 ELCTRONICALY FILED - 2023 1966 Oct 18 24,431,000 11:31 5,070,000 11:31 29,501,000 672,000 AM 28,829,6 RECHLAND 10,000 23,000 - 550,000 COMON 5,000 588,000 129,000 2,000 131,000 PLEAS - CASE2023CP3001759 _ 457,000 29,286,000 30,000,000 2023CP3001759 Issued 97,832,866 shares of 5s each fully paid see directors report 24,458,216 24,458,000 24,431,168 24,431,000 Revenue reserves Investment and exploration reserve Unappropriated profits note 6 2,207,000 1,621,000 3,828,000 28,286,000 S. D. H. POLLEN H. V. SMITH } Directors D. KEMPSON Chief Accountant 4,855,000 4,855,000 29,286,000 For notes on the accounts see pages 17 to 19 Auditors report see page 20 16 ELECTRONICAL Y ELECTRONICALY Notes on the accounts march 1967 ELCTRONIAY FILED - 2023 1 Income from investments a Dividends from overseas investments are included at the gross amount declared except for dividends from Malaysian and Zambian companies which have been included after deduction of taxation relative to these countries Oct b Includes franked investment income of 1,492,000 18 11:31 11:31 2 Trading profit and sundry revenue AM - In order to facilitate administration the financial year of all manufacturing subsidiaries terminates on 31 January 3 Directors emoluments Fees Other remuneration including pension premiums Less Fees received from other companies and refunded to the group 4 Depreciation of fixed assets charged in these accounts including amount set aside for increased cost of plant replacement 29,000 1966 27,000 5 Taxation On profit for the year United corporation tax incomteax -profits tax Less Double taxation relief Overseas taxation Less Adjustments in respect of previous year 1967 23,000 116,000 139,000 22,000 a 117,000 191,000 3,984,000 136,000 1,000 4,121,000 2,808,000 1,313,000 336,000 1,649,000 73,000 1,576,000 RICH- LAND 1966 E 22,000 104,000 COM ON 126,000 15,000 PLEAS 111,000 CASE CASE CASE # 2023CP4001759 2023CP4001759 2023CP4001759 153,000 2023CP4001759 2023CP4001759 2023CP4001759 2023CP40 1759 2023CP4001759 2023CP4001759 2023CP4001759 746,000 499,000 1,058,000 6,303,000 3,369,000 2,934,000 356,000 3,290,000 634,000 2,656,000 17 Notes on the accounts march 1967 continued 6 Movements on reserves during the year Balances at 31 March 1966 Add Share Premium Account Group < 11,926,000 Premium on conversion of debenture stock by a subsidiary see directors report page 9 Appropriated from profits Amount set aside for increased cost of plant replacement note 4 Investment grants Profit realised on sales of investments by holding subsidiaries less United Kingdom tax thereon Surplus on realisation of shares arising from group transactions in previous years less United Kingdom tax thereon Surplus arising on sale of exploration investments by holding subsidiary transferred to unappropriated profits United Kingdom tax recoverable on realisation of shares arising from group transaction by dealing subsidiaries Sundry surpluses and adjustments 70,000 Other Capital Reserves Group 20,516,000 Investment and Exploration Reserve Group 9,984,000 29,000 43,000 2,500,000 3,501,000 85,000 47,000 149,000 5,000 183,000 32,000 Unappropriated Profits Company Group 4,855,000 41,422,000 3,234,000 1,809,000 196,000 91,000 Deduct Amount written off investments Investments in exploration companies and exploration expenditure written off 11,996,000 24,037,000 12,635,000 1,621,000 43,518,000 1,105,000 ; 667,000 Balances at 31 March 1967 11,996,000 24,037,000 10,863,000 1,621,000 43,518,000 ELCTRONICALY ELCTRONICALY FILED FILED - 2023 Oct 18 11:31 11:31 AM - RICH- LAND COMON PLEAS - 203CP41759 7 Debenture stocks secured Issued by The Rhodesia Railways Trust Limited 4 per cent first debenture stock 1978/83 4 per cent second debenture stock 1978/83 Issued by The Consolidated Mines Selection Company Limited 6 per cent convertible debenture stock 1974/77 see directors report page 9 1967 42 500,000 500,000 1,000,000 _ 1,000,000 1966 E 500,000 500,000 1,000,000 95,000 1,095,000 18 ELECTRONICAL Y 8 Fixed assets Freehold property Long leasehold property Estates buildings and citrus groves in Rhodesia Plant furniture and fittings Cost 683,000 1,275,000 230,000 1,407,000 3,595,000 Aggregate Depreciation 1967 Net 103,000 54,000 230,000 580,000 1,221,000 _ 544,000 863,000 931,000 2,664,000 ELCTRONIAY1966 Net FILED 502,000 771,000 - 2023 757,000 Oct 2,030,000 18 9 Quoted investments 1 :31 AM In the case of 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 - 10 Stock in trade and work in progress has been valued at the lowest of cost net realisable value and replacement price 11 Expenditure authorised by the Board and commitments outstanding RIC-HLAND In respect of capital expenditure In respect of subscriptions for shares and loan facilities 314,000 3,922,000 4,236,000 101,000 2,946,000 COMON 3,047,000 PLEAS PLEAS A subsidiary company has entered into contracts for exploration expenditure to be incurred after 31 March 1967 - 12 Contingent liabilities For amounts not called on investments In respect of guarantees In respect of underwriting participations 360,000 449,000 25,000 834,000 13 Assets and liabilities in Commonwealth and foreign currencies have been converted as follows a Fixed assets and investments at rates ruling on date of acquisition b Stock Exchange value of investments current assets and liabilities at rates ruling on 31 March 1967 including 75 per cent 1966 75 per cent of the investment currency premium where applicable 441,000 203CP41759550,000 44,000 1,035,000 203CP401759 14 Taxation a In the event of certain overseas subsidiaries distributing reserves or profits additional liability to United Kingdom taxation would arise b A liability to corporation tax would arise in the event of the realisation of investments c No account has been taken of possible overspill relief estimated at 70,000 15 Exchange control The transfer of assets held by the group in the Republic of South Africa and in Rhodesia would be subject to restrictions under the exchange control regulations of those countries 19 CHARTER CONSOLIDATED LIMITED Report of the auditors to the members The balance sheet of the company set out on page 16 is in agreement with the books which in our opinion have been properly kept We obtained the information and explanations we required In our opinion the balance sheet complies with the Companies Act 1948 and gives a true and fair view of the state of affairs of the company The consolidated accounts set out on pages 13 to 15 incorporate figures in respect of certain subsidiary companies which have not been audited by us In our opinion based upon our examination and the reports of other auditors the consolidated accounts together with the information given in the notes on pages 17 to 19 comply with the Companies Act 1948 and give a true and fair view of the state of affairs and the profit of the group COOPER BROTHERS & CO DELOITTE PLENDER GRIFFITHS & CO Chartered Accountants LONDON 9 JUNE 1967 20 ELCTRONICALY FILED - 2023 Oct 18 1 :31 AM - RICH- LAND COMON PLEAS - CASE2023CP401759 203CP401759 203CP401759 Review of interests and activities ELCTRONIAY FILED - 2023 Oct 18 The Charter group has had a successful second year in spite of general 11:31 economic difficulties in the United Kingdom The policy of deploying 11:31 resources into new areas of investment has been continued while some of AM the existing interests have been expanded - Particular attention has been paid during the year to establishing Charter RICHLAND Consolidated's own identity and policy as distinct from those of the three companies which merged to form Charter two years ago These companies - had for many years been well established in the City and overseas and were well known in the fields of mining and finance particularly through COM ON their contributions to mining developments in Africa Charter itself is now firmly established as a leading international company in mining and finance with its own reputation and prominence To facilitate the conduct of the company's business overseas new PLEAS - subsidiary companies have been formed in Australia Malaysia Nigeria France and Luxemburg Offices of the company were opened in Melbourne Toronto and Paris On the service side an important development now nearing completion 203CP41759 is the transfer out of London of the group's computer and share registration divisions to new offices at Ashford in Kent Some 150 of the staff are involved in this move which will achieve the integration under one roof of the share registration work undertaken for outside companies including that performed for the Anglo American Corporation group through Consolidated Share Registrars Limited and for Rand Mines Limited and associated companies Assistance including housing loans and special allowances is being given to those members of the staff who in moving to Ashford are making a radical change in their lives Some of the office space vacated in London will either be sublet on short leases or be used for the expansion of the group's operations in London For the convenience of stockbrokers banks and other agencies a small office will be retained in the City to permit the lodgment of bearer share coupons which will be passed to the Ashford office for processing and payment Automation in ore processing Finance and investments With the introduction of the corporation tax system the Government announced its intention to limit double tax relief for underlying taxes suffered overseas to trade investments which are defined with some exceptions as shareholdings amounting to not less than ten per cent of the voting power of the overseas company This limitation has not yet come into effect in respect of South African and Zambian income on which the group received full double tax relief throughout the year Full relief was also received on income from American investments up to 20 September 1966 Income from investments fell this year from 8,717,000 to 8,218,000 This fall is accounted for by certain special dividends being declared last year prior to the introduction of corporation tax and the relevant payments this year being consequently reduced Profits from share realisations and underwriting commission were higher this year at 1,619,000 This was largely due to special transactions made to bring more investments within the category of trade investments the income from which will be eligible for double tax relief Receipts from interest earned this year are lower than in the previous year by 445,000 This is mainly due to the group's having held last year exceptionally large cash balances following the termination of The British South Africa Company's business in Zambia The group's wholly owned manufacturing subsidiaries namely Rathdown Industries Limited A. & P. Steven Limited and companies of the Elastic Rail Spike Company Limited and Heatrae Limited groups have overall had a satisfactory year Of these the Heatrae and Elastic Rail Spike groups have both returned substantially increased profits which contributed notably to the advance in trading profits and sundry revenue from 518,000 to 834,000 The charge for taxation on the year's profit is 1,576,000 This figure is not comparable with the previous year's taxation charge as under the new corporation tax system the tax of 2,354,000 deducted from the company's dividends of 1s 2d per share has to be accounted for to the revenue authorities For the same reason the consolidated profit after taxation of 8,737,000 8,737,000 cannot be compared with the previous year's figure This year the company has obtained special recurring ELCTRONICALY ELECTRONICALLY ELCTRONICALY FILED - 2023 Oct 18 1 :31 AM - RICH- LAND COMON PLEAS - CASE 203CP417592023CP4001759 ELCTRONIAY tax relief amounting to 1,279,000 under the transitional provisions in the Finance Act 1965 in respect of dividends deemed to be paid out of income previously taxed FILED The principal interests of the group and the general investment pattern at the end of the year are shown on pages 29 and 30 - 2023 together with the geographical distribution in terms of both asset value and investment income Approximately 50 per cent by value of the investments were in Africa 25 per cent Oct in North America and the balance of 25 per cent in the United 18 Kingdom and elsewhere 11:31 The largest single category of investments is mining finance 11:31 where shareholdings amounted to 72,980,000 in value These AM - holdings provide a very wide spread of interests with a potential growth factor Apart from what might be regarded as its RICHLAND trade investments the group has substantial interests of a normal portfolio nature These investments have a value of some 30,000,000 and with their marketability constitute a financial - reserve from which funds can be drawn when required for COMON new business Reports on new investments and other developments follow under PLEAS geographical headings United Kingdom - Gold mining in South In June 1966 Charter exercised its option to subscribe for Africa CASE 7,556,567 ordinary 10s shares in The Rio Tinto Corporation Limited at 25s 1d per share The subscription monies were provided out of the proceeds of redemption of the company's 203CP417592023CP4001759 holding of 9.5 million 5per cent unsecured loan stock 1966 71 of Rio Tinto In November 1966 Charter acquired 2,475,000 shares in Pillar Holdings Limited Shortly afterwards it subscribed for its proportion of new shares in a rights issue made by Pillar Holdings and acquired some further shares through underwriting so that the total holding now amounts to 3,065,5 shares being 15.4 per cent of the issued capital Pillar Holdings main business is the distribution extrusion and fabrication of aluminium into a wide variety of shapes for use principally in the building industry In December 1966 in conjunction with Anglo American Corporation and its associates the company acquired through its holding in Electramic Limited an important interest in The Anglo Chemical & Ore Co. Limited a prominent London metal trading company with a particularly important position in copper trading ELCTRONICALY ELCTRONIALY FILED - 2023 Oct 18:11:31 18:11:31 The copper deposit at Akjoujt Mauritania Charter has the major interest in the company which will operate a mine here ELCTRONIAY Charter has also agreed to take a 49 per cent participation in a new holding company formed by Thos Barlow Holdings Limited a subsidiary in the United Kingdom of Thos Barlow of South Africa principally to acquire FILED and operate the franchise for Hyster fork lift machinery Anmercosa Sales Limited has had a successful year during the course of - 2023 which it took over the marketing in Europe of zinc and cadmium produced by Hudson Bay Mining and Smelting Co. Limited of Canada and also became sales agents for Highveld Steel and Vanadium Corporation Oct Limited of South Africa 18 11:31 11:31 AM Europe - Charter has maintained its 12 per cent interest in the two investment RICHLAND holding companies formed and jointly owned by Banque de Paris et des Pays and Anglo American Corporation referred to in last year's report One of these investment holding companies has formed in association - with Boart International Limited the International Civil Engineering and COM ON Construction Company registered in Belgium to tender for construction projects in African countries associated with the European Economic Community The company will collaborate closely with the Soci^'t^' PLEAS Africaine d'Etudes et de Construction which has considerable experience in the field of construction and civil engineering in west and central Africa - North America 203CP41759 Charter has a 24.4 per cent equity interest in Anglo American Corporation of Canada Limited AMCAN a company formed to consolidate the Canadian interests of the Charter Anglo American Corporation and De Beers groups With assets of some Canadian 84 million at 31 March 1967 this company is in a strong position to play an important role in the development of Canada's natural resources Its principal investment is an important holding in Hudson Bay Mining and Smelting Co. AMCAN also took over Charter's interest in Baffinland Iron Mines Limited which during the year continued market surveys and feasibility studies When market conditions appear to be appropriate a listing for the AMCAN shares will be sought on the principal Canadian stock exchanges Arrangements are in course of completion which will enable a group composed of Charter and the Anglo American Corporation group to acquire a substantial minority interest in Engelhard Hanovia Inc. a United States company with a major shareholding in Engelhard Industries Inc. an industrial company well known in the precious metals field This interest will be held through a newly formed American company \ gut Sten. a) - eee, out aan \ LEX an 4 is wr Malaysia During 1966 world tin prices continued a fairly regular downward trend under the influence of increasing world production and stockpile releases by the General Services Administration in the United States before settling over the past few months at around 1,200 per ton Tin production during the year to 31 December 1966 by Tronoh Mines Limited in which Charter has a substantial interest and by its subsidiary companies amounted to 1,530 tons as compared with 1,235 tons in 1965. Financial results were adversely affected by the fall in the price of the metal A major development by Tronoh during the year was the opening up of the new Bidor composite mining area through Bidor Malaya Tin Limited in which Tronoh holds 51 per cent and Charter 49 per cent Total ground available within the composite area is 2,395 acres estimated to contain 280 million cubic yards of free dredging ground with an average depth of 72.5 feet and with an average bore value of 0.2 kati 1 kati lb. per cubic vard This ground includes 125 million cubic yards held by Bidor Malaya either under mining title or application for mining title The balance of the composite area is Malay reserve ground which will be worked on a tribute basis It is estimated that the composite area contains sufficient reserves of ground to justify operating four dredges over fifteen years Tronoh's other current development project is the opening up of the Ayer Kuning section of its property where production from the first dredge is scheduled to begin soon Tin dredging in Malaysia An associated company has advised its intention of exercising the option granted to it to acquire at cost 20 per cent of Charter's interest in the Tronoh group resulting from the agree- ment with Tronoh dated 2 November 1965 In the state of Kedah Charter in conjunction with Jardine Waugh and Muda Development Corporation the latter representing local Malay interests establishing a company to start an experimental drag mining operation in the Serdang West area Charter also has a 50 per cent interest in the pros- pecting company formed with Jardine Waugh for exploration in Kedah A Malaysian subsidiary of Charter was formed during the year to hold certain investments in Malaysia registered companies 26 ELECTROM.CAL Y ELCTROM.CALY FILED - 2023 Oct 18 1 :31 AM - RICH- LAND COMON PLEAS - 203CP41759 ELECTRONICAL Y ELCTRONIAY Australia A wholly owned subsidiary Charter Consolidated Investments Australia Limited has been formed to hold new investments FILED in that country During the year Charter participated with other major mining - 2023 groups in a number of prospecting ventures particularly in Western Australia and Victoria Oct Mauritania 18 In November 1966 the Government of the Islamic Republic of 11:31 Mauritania awarded to Charter the rights to mine a copper 11:31 deposit at Akjoujt some 150 miles north of the coastal AM capital of Nouakchott The necessary establishment conven- tion and supporting agreements are being negotiated and RICHLAND preliminary work has begun The deposit which has not been developed in the past because the refractory oxide ores could not be economically concentrated by conventional flotation - methods has estimated reserves of 7.7 million tons of oxide ore with a grade of 2.7 per cent copper overlying 15 million tons COM ON of sulphide ore with a grade of 1.7 per cent copper The recent development in the Anglo American Corporation group of a process called TORCO treatment of refractory copper ores now makes possible the economic treatment of these ores PLEAS Capital expenditure to 1970 when copper production is - scheduled to start is estimated at U.S. 56 million including provision for expenditure on road and wharf improvements the development of water supplies housing and other ancillary items 203CP41759 Coppersmelting CoppersmeltingZambia Annual production will be approximately 25,000 tons of copper in concentrates Charter and its associates hold the major interest in the mining company Soci^'t^'Mini^rede Mauritanie SOMIMA formed to work the deposit The Mauritanian Government has a large shareholding in this company and other participants include the Bureau de Recherches G^'ologiqueset Mini^resBanque de Paris et des Pays Soci^'t^'Mini^reet M^'tallurgiquede Penarroya and Compagnie Financi^red'Outre- Mer SOMIMA is discussing with international institutions loans to assist in financing this project Two wholly owned subsidiaries have been formed Charter European Holdings S.A. registered in Luxemburg to hold Charter's interests in SOMIMA the operating company and Charter France S.A. to manage that company Charter France has retained Anglo American International U.K. Limited to supervise technical aspects of the project That company has in turn engaged the Bechtel Corporation to handle a major portion of the design and construction work 27 27 Group subsidiary companies At 31 March 1967 the principal subsidiary companies of Charter Consolidated all of which were wholly owned except where otherwise stated were as shown below UNITED KINGDOM The British South Africa Company The British South Africa Company Holdings Limited The Central Mining & Investment Corporation Limited Financial and Mining Holdings Limited The Rhodesia Railways Trust Limited Wall Trust Limited The British South Africa Company Investments Limited Cecil Investments Limited Central Mining Finance Limited The Consolidated Mines Investments Limited The Consolidated Mines Selection Company Limited Centramic U.K. Limited A. & P. Steven Limited Elastic Rail Spike Company Limited Heatrae Limited Rathdown Industries Limited A. Moir & Co. Limited Charter Consolidated Services Limited TYPE OF COMPANY Investment holding Investment holding Investment holding Investment holding Investment holding Investment holding Investment dealing Investment dealing Investment dealing Investment dealing Investment dealing Industrial holding Manufacturing Manufacturing Manufacturing Manufacturing Service Service AUSTRALIA Charter Consolidated Investments Australia Limited CANADA Centramic Canada Limited Interlink Investments Limited Investment holding Investment holding Investment holding BERMUDA Greenpoint Company Limited Katrine Company Limited Pattern Company Limited FRANCE Charter France S.A. Investment holding Investment holding Investment holding Service LUXEMBURG Charter European Holdings S.A. MALAYSIA Charter Consolidated Malaysia Sendirian Berhad NIGERIA Charter Mining Investments Nigeria Limited REPUBLIC OF SOUTH AFRICA Centramic South Africa Limited The Consolidated Mines Selection Equinox Investments Limited Johannesburg Limited SWAZILAND Swaziland Collieries Limited 63.1 Investment holding Investment holding Prospecting Investment dealing Investment holding Investment holding Coal mining ELCTRON.CALY ELECTRON.CAL Y ELCTRON.CALY FILED - 2023 Oct 18 11:31 11:31 AM - RIC-HLAND COMON PLEAS - 203CP41759 23 Principal interests of the group The following list shows the investment pattern of Charter Consolidated and its subsidiaries and identifies their principal interests - MINING VALUATION AT 31.3.67 k PER CENT OF NET ASSETS FINANCE Anglo American Corporation of Canada Limited Anglo American Corporation of South Africa Limited Consolidated Gold Fields Limited Johannesburg Consolidated Investment Company Limited Rand Mines Limited Rand Selection Corporation Limited The Rio Tinto Corporation Limited Selection Trust Limited Transvaal Consolidated Land Company Limited Union Corporation Limited and Exploration 72,980,000 42.4 DIAMONDS Anglo American Investment Trust Limited De Beers Consolidated Mines Limited 6,494,000 3.8 GOLD Blyvooruitzicht Gold Mining Company Limited Harmony Gold Mining Company Limited Orange Free State Investment Trust Limited Merriespruit Investments Pty Limited Western Deep Levels Limited Western Holdings Limited West Rand Investment Trust Limited COPPER AND OTHER METALS Bidor Malaya Tin Limited Brakspruit Platinum Pty Limited McIntyre Porcupine Mines Limited Mufulira Copper Mines Limited Nchanga Consolidated Copper Mines Limited Rhokana Corporation Limited Soci^'t^M'ini^rede Mauritanie Soci^'t^M'ini^reet M^'tallurgiquede Penarroya Tronoh Mines Limited Zambian Anglo American Limited INDUSTRIAL COMMERCIAL ETC. Anglo American Corporation Rhodesia Limited The Anglo Chemical & Ore Co. Limited Anmercosa Sales Limited 8,214,000 4.8 17,120,000 10.0 49,276,000 carried forward 154,084,000 89.6 ELCTRONIAY FILED -2023 -2023 PER CENT -2023 INVESTMEN INCOME Oct 32.1 18 1 :31 AM - RIC-HLAND 3.9 3.9 COMON PLEAS PLEAS - 11.4 11.4 203CP4175928.528.5 28.5 19.6 brought forward VALUATION AT 31.3.67 31.3.67 154,084,00 154,084,000 The Argus Printing and Publishing Company Limited Boart and Hard Metal Products S.A. Limited The Cape Asbestos Company Limited Engelhard Hanovia Inc. Euranglo Pty Limited Highveld Steel and Vanadium Corporation Limited Hume Limited National Milling Company Limited Pillar Holdings Limited Pretoria Portland Cement Company Soci^'t^'Internationale Pirelli S.A. Limited Werff Bros Limited OIL 5,699,000 5,699,000 PER CENT OF NET ASSETS 89.6 89.6 3.3 3.3 EL CTRO PER CENT CALLCALYLY INVESTMENCATLLY INCOME CALLY FILED 95.5 FILED FILED FILED 2023 2023 Oct 18 18 11:31 11:31 AM AM RICHLAND RICHLAND RICHLAND RICHLAND 1.5 1.5 RICHLAND RICHLAND The British Petroleum Company Limited COMMON The Shell Transport and Trading Company Limited COMMON Western Decalta Petroleum Limited COMMON COMMON COMMON LONG TERM LOANS Zambian Government loan Kariba electric scheme Fixed assets less minority interests and debenture stocks Net current assets 3,503,000 163,286,0163,286,000 1,584,000 7,177,000 172,047,000 172,047,000 2.0 94.9 0.9 4.2 100-0 3.0 PLEAS PLEAS - CASE 100.0 CASE CASE 2023CP40 1759 2023CP4001759 2023CP401759 100.0 2023CP4001759 2023CP4001759 2023CP4001759 2023CP4001759 Geographical analysis Geographical analysis Distribution by Distribution by 2023CP4001759 asset value investment income per cent per cent UNITED KINGDOM 15.6 8.0 NORTH AMERICA 25.2 10.9 SOUTH AFRICA 37.5 42.3 REST OF AFRICA 12.0 33-1 MALAYSIA 2.0 2.5 ELSEWHERE 7.7 3.2 100.0 100-0 Notes 1. The investment pattern and geographical analysis of assets is based on the stock exchange value of quoted investments and the directors valuation of unquoted investments at 31 March 1967 2. The geographical analysis takes into consideration direct interests and where possible major indirect interests in the areas concerned and is therefore only approximate 30 ~ . ~ , . ; The Hudson Bay Mining and Smelting Co.'s copper and zinc mine ft at Flin Flon Manitoba Canada 31 EXTRACT FROM CONDITIONS GOVERNING SHARE WARRANTS TO BEARER 11. No person shall as holder of a Share Warrant be entitled to attend or to exercise any privilege as a Member at a meeting unless he shall three clear normal business days at least before the day fixed for the meeting have deposited i at the Transfer Office of the Company Kent House Station Road Ashford Kent or ii at the offices of Cr^'ditLyonnais S.A. 19 Boulevard des Italiens Paris 2e and Messrs de Rothschild Freres 21 rue Laffitte Paris 9e the Share Warrant in respect of which he claims to act as aforesaid and unless the Warrant shall remain so deposited until the close of the meeting and any adjournment thereof The Directors may in lieu of the deposit of a Share Warrant as aforesaid accept the deposit of a Certificate of an Authorised Depositary as defined by the Exchange Control Act 1947 or of some Banker or other person to be approved of by the Directors to the effect that the Warrant has been deposited with him and an undertaking by such Authorised Depositary Banker or other person that he will not surrender the possession of such Warrant except against the return to him of such Certificate of Deposit and Undertaking Every such Certificate of Deposit and Undertaking shall specify the number of the Share Warrant so deposited the name and address of the person so depositing the same and the number of shares represented by such Warrant and the lodgement of such Certificate of Deposit and Undertaking shall if accepted by the Directors be for all the purposes of these conditions equivalent to the deposit of the Share Warrant to which it relates 12. The Company shall deliver to the person so depositing a Share Warrant or Certificate of Deposit and Undertaking a certificate stating his name and address and the number of shares represented by the relative Warrant and such certificate shall entitle him to attend and vote in person or by proxy at a meeting in respect of the shares specified therein in the same manner and subject to the same provisions and restrictions as if he were a registered member provided that no form of proxy deposited with the Company shall be effective unless the relative certificate is deposited therewith and remains so deposited until after the meeting at which such form of proxy is used Upon surrender of such certificate to the Company the Warrant or Certificate of Deposit in respect whereof it shall have been given shall be returned EXTRAIT DES CONDITIONS REGISSANT LES CERTIFICATS D'ACTIONS AU PORTEUR 11. Aucun d^'tenteurde certificat d'actions au porteur ne sera admis ^ assister ^ une Assembl^'e G^'n^'ralo eu ^ y exercer ses droits d'associ^'s'il n'a pas trois jours ouvrables francs au moins avant la date de cette Assembl^'ed^'pos^' ) Au Bureau des Transferts de la Soci^'t^H' ouse Station Road Ashford Kent ou ii Au Cr^'ditLyonnais 19 boulevard des Italiens Paris 2e ou chez Messieurs de Rothschild Fr^res21 rue Laffitte Paris 9e le certificat d'actions dont il se r^'clameet ^ condition ^'galementque ledit certificat demeure en d^'p^jtusqu'^ la cl^turede l'Assembl^'eG^'n^'ralm e ^"meen cas de renvoi de celle Les Administrateurs pourront accepter qu'^ la place du certificat d'actions soit d^'pos^'u ene attestation d^'livr^'pear un D^'positaireAutoris^'tel que d^'finipar la loi de 1947 sur le contr^ledes changes un Banquier ou toute autre personne agr^'^'pear eux Par cette attestation le D^'positaireAutoris^'le Banquier ou toute personne d^'clareraavoir re^ule d^'p^dtu certificat et s'engagera ^ ne s'en dessaisir que contre remise de cette attestation de d^'p^ett d'engagement Chaque attestation de d^'p^ett d'engagement devra mentionner le num^'rodu certificat d'actions d^'pos^l'e nom et l'adresse du d^'posantet le nombre d'actions repr^'sent^'epsar ce certificat S'il est accept^'par les Administrateurs le d^'p^dte cette attestation aura aux termes de ces conditions les m^"meseffets que le d^'p^dtu certificat d'actions qu'il repr^'sente 12. La Soci^'t^d'^'livreraau d^'posantd'un certificat d'actions ou d'une attestation de d^'p^ett d'engagement une formule portant ses nom et adresse et le nombre d'actions repr^'sent^'epsar le certificat correspondant cette formule lui permettra d'assister et de voter en personne ou par mandataire ^ une Assembl^'eG^'n^'rale en vertu des actions qui y sont mentionn^'esde la m^"me mani^reet sous les m^"mesconditions et limitations que s'il ^'taittitulaire de titres nominatifs ^'tantbien entendu qu'aucune procuration d^'pos^'aeupr^sde la Soci^'t^n 'e sera valable que si la formule correspondante y est jointe et demeure en d^'p^jtusqu'^ la fin de l'Assembl^'epour laquelle cette procuration a ^'t^d' onn^'e Lors de la remise de cette formule ^ la Soci^'t^l''attestation de d^'p^o tu le certificat d'actions en contre duquel il aura ^'t^d'^'livr^s 'era rendu au d^'posant ELECTRO ELECTRO CAL Y FILED - 2023 Oct 18 11:31 11:31 AM - RIC-HLAND COMON PLEAS - 203CP41759