An extraordinary general meet of the Yangtsze Insurance Associa. tion, Ld., was held on Tuesday, M John Prentice presiding, supported by Messrs. Brodie A. Clarke, A. W. Burkill, H. E. Arnhold, C. J. Scott, C.MS. Burnie and Mr. H. Lipson Ward (legal Advisor). The tendance represented 91,253 shares, Mr. Burnie, speaking on behalf. of the chairman, read the speech, He tlemen, The circumstances which have led to this meeting have been made known to you and to all cur shareholders by circular letters dated November 28, and December Vi, 1924. In those letters you were advised that a provisional agree ment had been signed for the amalgamation of the—association with the Union Insurance Society of Canton, Ld. by means of un echange of shares. Shareholders of the association being offered one. share of the society for every six La. shares of the Association held by them. This ratio of exchange was arrived at by a comparison of the approximate intrinsic values of the shares of the two companies. The: ociety's shares have a nominal value of £10, of which only £4 is, paid up, whereas the association's shares are $10 shares fully pai Our shareholders are thus asked to exchange their fully paid shares for shares with a considerable uncalled liability thereon. Reference, however, to the report and balance sheet of the society shows that its reserve funds are! several times greater that its paid.
The prospect, therefore, of a call being made upon any' portion of the uncalled Tiability is so rey mote as to, be negligible, The present paid up en pital of the society ix £444,000 in 111,900 shates. The paid up capital.000 shares. The society's offer therefore involves the issue of not exceeding 25,000 shares for distribution to, shareholders of the associ who accept the offer. Those shares are offered on the basis that they will rank pari sex with the existing shares and Will participate in the next dividend Payments of the society in May or June next.
Tu our civeular' letter dated December 17, 1924, comparison was made of the last dividends. paid by the society and the association demonstrating that the change investment showed an immediately enhanced return to shareholders of the Association. T consider it unnecessary to repeat the figures which have doubtless had your attention, The Society's offer was conveyed to ithe Association's shareholders our circular letter of December 17, and was accompanied by a form of assent and dissent and a form of proxy. Shareholders were asked to complete these forms and return, them to this office as soon as possible, 'The offer remained open until March 16, and could then be with: drawn by' the Society and the provisional agreement cancelled if the response on the part of the Ass sociation's shareholders was _considered to be unsatisfactory. Suftcient assents however had already been received to enable the Chair man of the Society to notify me on 'March 4, that the Society was pre pared to' proceed with the proposed amalgamation, The record of replies received to this date from the Association's shareholders will doubtless be of interest to you.
Assents have been received from 810 registered—shareholders 128,201 shares.
Dissents have ben received from 4 registered shareholders of 530 shares Replies have not yet been received from 69 roistered shareholders of 21,260 shares, ompany's Long Career Thus &L per cent. of our shares holders have accepted the Socivty'x offer to the extent of 854 per cent. fof our share en pital, This emphatic endorsement by shareholders of our recommendations i very gratifying to your directors. "Te was only after careful thought that we deciled to recommend to your favourable consideration a step involving the independence of a company with a extending over This, howeve lances among in: surance companies.
For some time Past your directors have realized the difleulticx of satisfactory dement upon an independent footing of company with comparatively moderate resources and have ce amalgamation me more templated the advisability of an
powerful company.
The offer of the Union Insurance Society of Canton, La., comes, there fore, at an opportune moment, and in view of our friendly rivalry and association with the Society ex. tending over a long period of year it is with no little satisfaction that your directors view the opportunity of linking up the fortunes of the Association with those of the Society and the group of companies which they represent. "The China offices have a long and honourable them and our closer by means of—this amalgamation can only bring added lustre to their prestige and still further strengthen the combination asa whole, Your directors are satisfied, therefore, that no amalgamation could held better prospects than that offered by the Union Insurance Society of Canton, Before closing my remarks 1 wish to emphasise that the Association is to be maintained as a separate entity with its own board of directors and its head office in Shanghai, Mr. Burnie will continue to be its General Manager, Its agency organization will not be affected. "We look to our con stituents for the same loyal support az we have enjoyed from them in the past and we ask our former shareholders to bear in mind that as shareholders of the Society they fare still interested in the fortunes the Association.
Text read from the printed page and cleaned; old type leaves the occasional error.