Document ypZENX3809jMVM2nVzKY9eJpV
FILE NAME Cape Asbestos CAPE DATE 1965 Apr 1
DOC CAPE109
DOCUMENT DESCRIPTION Charter Consolidated Ltd. - Preliminary Report and Approx Balance Sheet Legal - Tibbs Case Exhibit 7
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CHARTER CONSOLIDATED LIMITED
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203CP41759 Preliminary Report and Approximate
Consolidated Balance Sheet
at 1st April 1965
CHARTER CONSOLIDATED LIMITED
Incorporated in England
OFFICES
REGISTERED
40 Holborn Viaduct London E.C.1
OFFICE
Rolls Building 7 Fetter Lane London E.C.4
REPUBLIC OF SOUTH AFRICA
44 Main Street Johannesburg
RHODESIA
70 Jameson Avenue Central Salisbury C.4
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203CP41759203CP401759
DIRECTORATE
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CHAIRMAN
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P. V. EMRYS
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DEPUTY CHAIRMEN
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S. D. H. POLLEN m.b.e. t.d.
THE HON H. V. SMITH
W. D. WILSON Managing Director
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10:31 DIRECTORS
SIR KEITH ACUTT K.B.E.
A. CHESTER BEATTY
H. ST L. GRENFELL O.B.E. M.C.
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J. O. HAMBRO M.c.
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COMTE T. DE FEUILHADE DE CHAUVIN
H. F. OPPENHEIMER
J. E. H. COLLINS M.B.E. D.S.C.
P. J. OPPENHEIMER
RICHLAND SIR FREDERICK CRAWFORD G.C.M.G. O.B.E.
C. W. ENGELHARD
EVELYN R. A. DE ROTHSCHILD T. P. STRATTEN
T. MUIR WARDEN O.B.E.
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COM N O. B. BENNETT
G. W. FLINT
ALTERNATE DIRECTORS
SIR JIM S. HOLLAND BT T.D. N. K. KINKEAD
H. R. FRASER
THE HON J. CHRISTOPHER LODER
R. ST L. GRANVILLE
B. W. PAIN
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EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS
P. V. EMRYS
H. ST L. GRENFELL O.B.E. M.C.
THE HON H. V. SMITH
P. J. OPPENHEIMER
T. MUIR WARDEN O.B.E.
203CP41759 S. D. H. POLLEN M.B.E. T.D.
W. D. WILSON
LOCAL COMMITTEE IN THE REPUBLIC OF SOUTH AFRICA
F. S. BERNING H. C. BALLINGALL
G. C. FLETCHER M.C.
203CP401759
J. V. HARRIS
T. C. A. BIRLEY I. M. COWAN
LOCAL COMMITTEE IN RHODESIA
SIR HENRY M. MCDOWELL k.b.e. H. H. TAYLOR
ADMINISTRATION
G. W. FLINT H. R. FRASER R. ST L. GRANVILLE
DEPUTY SECRETARY
J. E. DEXTER m.m.
MANAGERS B. W. PAIN
SIR JIM S. HOLLAND BT T.D.
N. K. KINKEAD THE HON J. CHRISTOPHER LODER
SECRETARY R. V. PRITCHARD
CHIEF ACCOUNTANT D. C. KEMPSON
REGISTRARS
London
CONSOLIDATED SHARE REGISTRARS LIMITED
40 Holborn Viaduct E.C.1
LOCAL TRANSFER SECRETARIES
Johannesburg
CONSOLIDATED SHARE REGISTRARS LIMITED 76 Main Street
Salisbury Rhodesia
ANGLO AMERICAN CORPORATION OF SOUTH AFRICA LIMITED 70 Jameson Avenue Central C.4
AUDITORS COOPER BROTHERS & CO DELOITTE PLENDER GRIFFITHS & CO
BANKERS BARCLAYS BANK D.C.O. NATIONAL PROVINCIAL BANK LIMITED WESTMINSTER BANK LIMITED
sd
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203CP41759
ELCTRONIAY PRELIMINARY REPORT TO MEMBERS FILED FILED
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CONSOLIDATED LIMITED which was converted into a public company on the
CH 31st March 1965 when the merger between The British South Africa Company The Central
2023 Mining & Investment Corporation Limited and The Consolidated Mines Selection Company
Limited became effective will make up its accounts to 31st March in each year and thus issue
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its first annual report for the year to 31st March 1966. As the time of issue of that report
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probably June 1966 is some way ahead your Directors have decided to make this preliminary
report on the setting up of the new company and the conduct of its affairs
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GROUP STRUCTURE
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The entire issued capital of each of the three merging companies was transferred to your
RICHLAND company on 31st March 1965. Its principal subsidiary companies all of which are wholly-
owned except where otherwise stated are as shown below
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Type of Company
UNITED KINGDOM
THE BRITISH SOUTH AFRICA COMPANY
THE CENTRAL MINING & INVESTMENT CORPORATION LIMITED
THE BRITISH SOUTH AFRICA COMPANY HOLDINGS LIMITED
COM N Overseas trading
Investment holding
"
"
THE RHODESIA RAILWAYS TRUST LIMITED
"
"
FINANCIAL AND MINING HOLDINGS LIMITED WALL TRUST LIMITED THE CONSOLIDATED MINES SELECTION COMPANY LIMITED CECIL INVESTMENTS LIMITED
PLEAS "
"
"
"
Investment dealing
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"
"
CENTRAL MINING FINANCE LIMITED
"
"
THE BRITISH SOUTH AFRICA COMPANY INVESTMENTS LIMITED
"
"
THE CONSOLIDATED MINES INVESTMENTS LIMITED
CENTRAMIC U.K. LIMITED HEATRAE LIMITED ELASTIC RAIL SPIKE COMPANY LIMITED
"
"
Industrial holding
Manufacturing
"
RATHDOWN INDUSTRIES LIMITED
A. & P. ELECTRAMIC LIMITED
CANADA
CENTRAMIC CANADA LIMITED CONIAURUM HOLDINGS LIMITED 73.5
INTERLINK INVESTMENTS LIMITED
203CP41759 " "
Investment holding
"
"
"
"
BERMUDA
GREENPOINT COMPANY LIMITED KATRINE COMPANY LIMITED PATTERN COMPANY LIMITED
Investment holding
"
"
"
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REPUBLIC OF SOUTH AFRICA
CENTRAMIC south africA LIMITED THE CONSOLIDATED MINES SELECTION JOHANNESBURG LIMITED
SWAZILAND
SWAZILAND COLLIERIES LIMITED 63 %
Investment dealing Investment holding
Coal mining
APPROXIMATE CONSOLIDATED BALANCE SHEET
The holdings referred to in the merging companies circular to shareholders of the 25th January 1965 were eliminated on the 24th March 1965 in exchange for the assets mentioned
on page 8 of that circular
The following is the outline of the approximate consolidated balance sheet as at 1st April 1965
CAPITAL
Authorised
120,000,000 shares of 5s each
Issued
97,724,674 shares of 5s each fully
30,000.000
24,431,000
INVESTMENTS at cost less amounts written off
Quoted Market valuation
117,901,000
Unquoted
Unquoted Directors valuation
26,201,000
144,102,000
68,933,000
22,792,000
91,725,000
CAPITAL RESERVES
27,323,000
REVENUE RESERVES FUTURE TAXATION
52,330,000
104,084,000 104,084,000
885,000
INTEREST OF MINORITY SHAREHOLDERS IN SUBSIDIARIES
149,000
DEBENTURE STOCKS
1,095,000
106,213,000
FIXED ASSETS
Land buildings and plant
2,592,000
CURRENT ASSETS LESS CURRENT
LIABILITIES
11,896,000
106,213,000
NET ASSET VALUATION
The Group's net assets on the 1st April 1965 valued as above totalled 156,461,000 of which 117,901,000 or 75.4 was represented by quoted investments and 26,201,000 or 16.7 by unquoted investments
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203CP41759
ELCTRONIAY PRINCIPAL INTERESTS OF THE GROUP
The following list shows the investment pattern of Charter Consolidated and its subsidiaries
and identifies their principal interests
MINING
FILED Market or Directors
Per cent of
Valuation at 1.4.65
Net Assets
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Finance
...
wee
wee
wes
i
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59,496,000
38.0
2023
Oct ANGLO AMERICAN CORPORATION OF SOUTH AFRICA LIMITED
CONSOLIDATED GOLD FIELDS LIMITED
JOHANNESBURG CONSOLIDATED INVESTMENT COMPANY LIMITED
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RAND MINES LIMITED
10:31 RAND SELECTION CORPORATION LIMITED
SELECTION TRUST LIMITED THE RIO TINTO CORPORATION LIMITED
TRANSVAAL CONSOLIDATED LAND AND EXPLORATION COMPANY LIMITED
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UNION CORPORATION LIMITED -
Diamonds
wee
wee
_
bee
ANGLO AMERICAN INVESTMENT TRUST LIMITED DE BEERS CONSOLIDATED MINES LIMITED
_
bee
4,621,000
Gold
...
eee
nee
wee
10,124,000
3.0
RIC-HLAND
6.5
BLYVOORUITZICHT GOLD MINING COMPANY LIMITED
COM N HARMONY GOLD MINING COMPANY LIMITED
ORANGE FREE STATE INVESTMENT TRUST LIMITED
WESTERN DEEP LEVELS LIMITED
WESTERN HOLDINGS LIMITED
PLEAS WEST RAND INVESTMENT TRUST LIMITED
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Copper and other metals
vee
vee
a
a
17,900,000
11.4
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BAFFINLAND IRON MINES LIMITED
HUDSON BAY MINING AND SMELTING COMPANY LIMITED MCINTYRE PORCUPINE MINES LIMITED
MUFULIRA COPPER MINES LIMITED
NCHANGA CONSOLIDATED COPPER MINES LIMITED
PLATINUM PROSPECTING COMPANY PTY LIMITED
RHOKANA CORPORATION LIMITED
203CP41759 ROAN SELECTION TRUST LIMITED
ZAMBIAN ANGLO AMERICAN LIMITED
INDUSTRIAL COMMERCIAL COAL ETC. ...
wes
Le
35,766,000
22.9 22.9 22.9
BOART AND HARD METAL PRODUCTS S.A. LIMITED CAPE ASBESTOS LIMITED PRETORIA PORTLAND CEMENT COMPANY LIMITED SOCIETE INTERNATIONALE PIRELLI S.A. THE ARGUS PRINTING AND PUBLISHING COMPANY LIMITED
THE HUME PIPE COMPANY SOUTH AFRICA LIMITED
WITBANK COLLIERY LIMITED
Carried forward
127,907,000
81.8
Brought forward
127,907,000
81.8
BRITISH PETROLEUM LIMITED THE SHELL TRANSPORT AND TRADING COMPANY LIMITED WESTERN DECALTA PETROLEUM LIMITED
KARIBA ELECTRIC SCHEME ZAMBIAN GOVERNMENT LOAN
FIXED ASSETS LESS FUTURE TAXATION MINORITY
INTERESTS AND DEBENTURE STOCKS
eee
...
NET CURRENT ASSETS
a
we
vee
wee
...
see note 1
see note 2 see note 2
144,102,000
463,000 11,896,000
* For individual amounts see page 4
156,461,000
92.1 0.3 7.6
100.0
NOTES
1. The geographical spread of the Group's investments at 1st April 1965 was as follows
per cent
SOUTH AFRICA .. . a .
42.9
REST OF AFRICA .. .. : .
15.9
NORTH AMERICA . : a
23.5
UNITED KINGDOM
:
.
11.5
ELSEWHERE . a . .
6.2
100.0
2. Included in these amounts are the net assets of the industrial subsidiary companies amounting to approximately 2,100,000
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203CP41759
ELCTRONIAY MERGER OF RHODESIAN INTERESTS
The merger of Charter Consolidated Group's principal interests in Rhodesia with the Rhodesian
interests of certain other companies of the Anglo American Corporation Group through the medium of Anglo American Corporation Rhodesia Limited as announced in the press on
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the 5th April 1965 has now been accomplished This operation was completed after the
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2023 1st April 1965 so that the resulting minor changes in the Charter Consolidated Group's
investments are accordingly not reflected in the approximate consolidated balance sheet on
page 4
Oct
In terms of this scheme Charter Consolidated Group sold the entire issued capital of certain of
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its wholly private companies to Anglo American Corporation Rhodesia Limited at their
combined agreed valuation of 6.2m a figure which was based on the underlying net assets of
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these companies and which included inter alia quoted investments valued at 549,000 The total
proceeds of 6.2m were applied in subscribing for shares in Anglo American Corporation
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Rhodesia Limited which gave the Group a 36-9 per cent interest in the issued capital
Subsequently the Group sold a proportion of its holding for cash and now owns 33.9 per cent
RICHLAND of the issued capital
As part of the scheme the Group's Rhodesian staff has been integrated with the local office
staff of Anglo American and it is anticipated that substantial administrative savings will result
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CORNER HOUSE GROUP
COM N In September 1957 Rand Mines Limited assumed from Central Mining Finance Limited certain
managerial and technical responsibilities towards the mining and industrial companies of the
PLEAS Corner House Group Central Mining however continued to provide financial services to
that Group and maintained direct links through Board representation with the Companies
comprising it It has now been agreed between Rand Mines Limited and Central Mining
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Finance Limited that with effect from 1st April 1965 Rand Mines assumed responsibilities
for providing the financial and other services hitherto rendered by Central Mining The Central
Mining stafifn South Africa has transferred to Rand Mines Limited
Charter Consolidated retains through Central Mining the latter company's interests in
South Africa and Rand Mines Limited has been appointed Johannesburg Secretaries to
203CP41759 Central Mining and its subsidiary companies there TAXATION OF PROFITS DIVIDEND POLICY
When the proposals for the merger were announced it was stated that due to uncertainty
about the future taxation structure it was impossible to forecast what rate of dividend would
be payable although it was anticipated that on the then existing basis of taxation it would have
been possible initially to pay dividends at an annual rate of 1s 4d gross per share The proposals
in the Chancellor's Budget speech and the Finance Bill when they come into effect would
greatly increase the liability to taxation since the Group would largely be denied relief in
respect of underlying taxes suffered overseas on investments Strong representations are being
made to the Government drawing attention to the harm which will result to British interests and trade and it is hoped that the Government will reconsider some of the proposals relating to
overseas activities
It will be appreciated that in the circumstances no forecast can be made at this time about possible rates of dividend or times of payment but it would normally be the intention to consider the declaration of two dividends for a financial year interim announced each November payable in December and a final dividend announced May payable July when the Annual General Meeting would be held
ADMINISTRATION
Integration of the London staffs of The British South Africa Company Central Mining and Consolidated Mines Selection Anglo American Corporation has proceeded smoothly and the main part of the new organisation is now located at the registered office Holborn Viaduct London E.C.1 with a office nearby at 7 Rolls Building Fetter Lane E.C.4
GENERAL
Quotations listings
The Company's shares are quoted listed in the following centres
LONDON PARIS JOHANNESBURG BULAWAYO
Paying Agents The following bankers have been appointed paying agents to the Company in Paris CREDIT LYONNAIS S.A. 19 Boulevard des Italiens Paris 2e MESSRS DE ROTHSCHILD FRERES 21 Rue Laffitte Paris 9e
Dominion Registers Dominion Registers have been established in the Republic of South Africa and in Rhodesia
By order of the board
R. V. PRITCHARD Secretary
40 Holborn Viaduct London E.C.1 19th May 1965
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