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The Pamphlet Collection of Sir Robert Stout: Volume 70

To The Shareholders—of the—Colonial Investment & Agency Company, Limited

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To The Shareholders—of the—Colonial Investment & Agency Company, Limited.


We think it necessary in the interests of all concerned that you should be informed as to various recent occurrences in connection with the realisation of the remaining assets of the Company in this Colony.

We consider the action of the Board to be so detrimental to your interests and our own, that we are fully justified in bringing the matters referred to in the following official documents under your notice.

These documents speak for themselves, and any comment on them would be superfluous. We can only say that the experience of all similar companies doing business in the South Island of New Zealand has been somewhat like our own, and we are sure that our judgment as to the best course to be taken in the interests of the Shareholders would be fully approved by all persons who have any practical knowledge of business of this sort, and that the course now entered on will result in very serious loss to all who are interested in a favourable realisation of the Company's property.

Your obedient Servants,

John Reid. Chairman,

James Smith.

Alex. C. Begg,

A. Bartleman,

Late Members of the Local Board of Advicer,

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Excerpt from Minute of Meeting of the Directors held at Edinburgh on 28th September, 1892.

The important and urgent subject of a more rapid realisation of the Company's assets was again anxiously considered, and the Secretary was directed to instruct the Law Agents of the Company to prepare a Power of Attorney in favour of Mr Dobson as Sole Manager or Agent of the Company in New Zealand, with power to him to get up the seal of the Company and all documents from Mr Bartleman and all others, and to settle with them; and the Liquidator of the old Company was requested to join in such Power of Attorney, and give authority therein to Mr Dobson to grant and deliver all conveyances and discharges, as also to receive the seal of the old Company.

In coming to these resolutions, the Directors had before them the correspondence which had taken place from time to time, from which it appeared that the Local Board and Mr Bartleman gave no hope of the realisation of the assets being anything else than a very protracted business, a conclusion confirmed by the terms of the Minute of the Local Board of 2nd August of the present year.

It was also before the Directors that the local expenses amounted to £1100. and that Mr Bartleman had stated it was impossible that the same could be reduced.

Further: That the income was deficient to meet the outgoing in the year ending 30th June, 1891, by the sum of £4990. and in the subsequent year by the sum of £6428, and that so long as the affairs of the Company are not closed, there will be an annual deficiency, which it is most desirable to keep as small as possible.

Further: The Directors had before them a correspondence which had passed between Mr Lawrie and Mr Dobson, who reported upon the Company's assets in 1890, from which it appeared that Mr Dobson was of opinion that if energetic measures were taken the assets might be realised in a comparatively short space of time; and that if the work were entrusted to him, he was prepared to undertake it on very favourable terms to the Company, viz.:—for an annual payment of £300 on the understanding that if a sati-factory realisation should be effected, he shall receive as an additional remuneration such a commission on his intromissions as the page 3 Directors of the Company shall in the circumstances think suitable, he leaving-himself in their hands.

On mature deliberation the Directors felt it to be their duty to accept Mr Dobson's offer, as detailed in the correspondence referred to. and the Secretary was instructed to intimate this acceptance to Mr Dobson, and to inform him that a Power of Attorney in his favour would be prepared and sent to him.

The Secretary was further instructed that he should, in intimating to the Local Board and Mr Bartleman the withdrawal of the powers in their favour, convey to them the thanks of the Board for their faithful services.

Excerpt from Minute of Meeting of Local Board held in Dunedin, N.Z., 17th November, 1892.

The Secretary's letters dated 6th October, and excerpt from minute of Directors' meeting held on 28th September, were read.

After discussion the following resolution was unanimously agreed to, viz.:—" The members of the Local Board desire to place on record their opinion as to the course adopted, and its probable consequences to the interests of the Shareholders. They desire to do this not only as the local advisers of the Company, and, therefore, to some extent responsible to the Shareholders, but in their individual capacity as considerable Shareholders in the Company, and therefore personally interested in a favourable realisation of its assets."

First.—As to the resolution removing Mr Bartleman from the managership and themselves from the position of Local Directors. They would not complain of this action were it at all likely that anything would be gained by the Company from this step, but they are of opinion that their large experience and local knowledge have been, and would continue to be, of great service to the Company in getting the best realisation possible for the Company's remaining assets. If this is unduly hurried, and especially if it is undertaken by persons who do not posses local knowledge and experience, it will infallibly result in a sacrifice of the Company's assets, and thereby a probable loss of all the Company's paid-up capital, and a possible call in addition. In order to show how carefully and page 4 successfully they have dealt with the securities realised since the date of Mr Dobson's valuation (in 1890) they would point out the large sum which they have realised for the Company in excess of these valuations. In addition to loans paid off and securities realised which were valued by Mr Dobson at or above the amounts owing to the Company, 34 securities, valued by Mr Dobson (below their face values) at £36,381 have produced £51,584, a surplus of £15,203, equal to fully 40 per cent, over his valuations. These are as follows, viz.:—
Property. Owing. Dobson's Valuation. Realised.
No. 1 £3,334 £2,260 £3,146
No. 2 2,198 1,271 1,527
No. 3 1,100 935 1,100
No. 4 850 677 782
No. 5 2,931 2,422 2,931
No. 6 2,550 1,275 2,550
No. 7 3,000 1,500 3,000
No. 8 350 357 400
No. 9 500 360 500
No. 10 1,000 720 1.000
No. 11 1,607 Nil 614
No. 12 145 Nil 150
No. 13 1,178 532 1,200
No. 14 2,000 1,923 2,000
No. 15 1,278 750 1,100
No. 16 658 640 658
No. 17 450 250 450
No. 18 838 400 800
No. 19 1,553 750 1,950
No. 20 1,500 1,420 1,500
No. 21 1,000 750 1,000
No. 22 7,705 5,506 8,085
No. 23 100 56 100
No. 24 1.453 1,193 1,453
No. 25 2,710 1,753 2,710
No. 26 248 211 300
Carryforward £27,911 £40,796
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Brought forward £27,911 £40,796
No. 27 450 328 450
No. 28 850 486 850
No. 29 900 710 900
No. 30 4,000 3,850 4,000
No. 31 519 Nil 310
No. 32 1.200 546 1,200
No. 33 220 78 168
No. 34 2,700 2,472 2,700
£36,381 £51,584

This shows conclusively that they were correct in their opinion (see minute of 19th August, 1892) as to Mr Dobson's competence as a valuer of land in this part of New Zealand.

Second.—The appointment of Mr Dobson as Sole Manager in the Colony seems to them very questionable policy in the interests of Shareholders. Mr Dobson is a resident of Napier, in the North Island of New Zealand—some six hundred miles from the part of the Colony where nearly all the Company's securities are situated, his experience in connection with land in South Canterbury, Otago and Southland is certainly very small. His hurried run through the securities two years ago did not materially add to his knowledge on the subject, and the unreliable nature of his report clearly shows this to be the case.

Third.—They think that the substance of the private correspondence between Mr Lawrie and Mr Dobson, to which the minute refers, should have been communicated to the Local Board, so that they mignt have had an opportunity of replying to any strictures Mr Dobson may have seen fit to make in regard to them, and they think the Directors have not acted in a straitforward way in listening to ear parte statements without giving them an opportunity of replying.

Fourth.—They feel sure that by a forced and rapid realisation, such as the Directors propose, great lost will result to the Shareholders, properties will be sacrificed at very much below their real value, and many of the Company's clients who are gradually improving their position and working out their liabilities, will be ruined. In realising properties in the Colony, it must be page 6 borne in mind that it is not simply a question of a moderate reduction in price that will secure purchasers. It is very much more a question of finding a person who is prepared to buy at all, and in cases of forced sales properties as a rule are simply sacrificed. By a gradual realisation, such as the Local Board have been carrying on, they believe the Company would eventually come out without material loss to the Shareholders, but by a forced realisation they are satisfied that their interests, along with those of the other Shareholders, will be very materially and unnecessarily prejudiced.

Extract from Meeting of Local Board held at Dunedin, New Zealand, 19th August, 1890.

Mr Dobson's report on the Company's securities was laid on the table, the members of the Board present having previously perused it.

The Board desires to record briefly its opinion thereon, and in the first place would point out that it was not consulted either as to the appointment of Mr Dobson, his qualifications for the important duties, or in the manner in which they should be carried out in the best interests of Shareholders and all concerned. During Mr Dobson's comparatively lengthy visit to Dunedin, obtaining office information respecting the Company's securities, he appeared to avoid any communication with the members of the Board on the Company's business, as he never once referred to it, though every opportuniey of doing so was afforded him.

Mr Dobson's experience in valuing land is limited to Hawkes Bay district, and is not of a practical character, his experience being confined chiefly to office work. Notwithstanding this fact, he called to his aid Mr James Reid, a young man whose experience hitherto has been confined to the Oamaru district, and in that part of Mr Dobson's tour Mr Reid did not accompany him, but Mr Lachlan Maclean (Mr Reid's partner) did, and over country which he (Maclean) has little knowledge of. The members of the Board up to this time have been unaware of Mr Reid's extensive practical knowledge and experience, and are rather surprised that Mr Dobson has discovered in him such exceptional qualifications. As regards what Mr L. Maclean is reported to have done for the British and New page 7 Zealand Mortgage & Agency Co. no one would be more surprised to hear it than himself and those gentlemen under whom he served in that company. His brother, Mr Donald Maclean, has had considerable experience as a stock and station agent in Timaru, but he appears to have accompanied Mr Dobson to only some of the Company's South Canterbury securities. In the Southland portion of Otago Mr Dobson seems to have obtained the assistance of Mr though the Manager had previously acquainted Mr Dobson with the Company's experience of him, and the heavy loss the Company sustained through his firm, which of itself should have prevented any prudent man from consulting him on any matter in which this Company is interested. Complaints from mortgagors have been numerous, to the effect that Mr Dobson never inspected their properties unless he did so from road lines only.

Mr Dobson having undertaken the valuation ought to have availed himself of the most capable assistance obtainable, instead of employing men connected with himself on business without any regard to their fitness for the serious responsibility involved.

With respect to the report as a whole, this Board unhesitatingly expresses the opinion that the results arrived at are misleading and unreliable, and without going into details confirms the cablegram of 7th inst., and the Manager's letter of 4th inst. to the Secretary. The latter conclusively proves that the opinion now expressed is a correct one, and fully borne out by results. For this misleading and unreliable report the members of the Board and other Shareholders are to be mulcted to the extent of 1000 guineas, an expenditure worse than useless, as it can have no other effects than to damage the credit of the Company.

The Members present regret that the absence of Mr Smith from the Colony prevents his attendance at this meeting, but from his expressed views they are satisfied that he quite coincides with the opinion now expressed.

This Board respectfully requests that this minute be read to the Shareholders at the same time Mr Dobson's report is submitted for their consideration.

Mr Smith subsequently concurred.

The cablegram, dated 7th August, 1890, reads, "Dobson's report unreliable,"

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The Manager's letter, dated 4th August, 1890, shows how Mr Dobson's report is unreliable by giving details of securities subse-quently paid in full which he had valued at considerably less than the amounts owing, and concludes as follows:—" I think I hart shown sufficient to prove my opening remark as to the unreliable character of Mr Dobson's report. I agree with Mr Dobson when he says—' It is quite impossible for any man to value property in a district which is comparatively strange to him, unless he has the aid of some person who possesses local knowledge,' Unfortunately Mr Dobson did not call local knowledge to his aid, the gentleman who accompanied him south of Dunedin had no previous knowledge or experience of land where the Company's securities are situated, and the tour of the two gentleman formed the subject of general and adverse criticism at the time by those acquainted with their mission."

Copy telegram, Mr Dobson to Mr Bartleman, dated Napier, 21st November, 1892.

"Leave here Thursday. Will be with you by end month."

Copy of Mr Bartleman's reply, dated Dunedin, 22nd November, 1892.

"Your telegram received. Am surprised that you do not arrange for immediate settlement, as you must be aware our poire of attorney was revoked on 15th instant, on receipt of advice from Edinburgh. Company's clients and interests are being prejudiced by our not being able to provide funds for immediate requirements such as shearing, &c."

Coulls, Culling & Co., Printers and Stationers, Crawford-st., Dunedin.

page 9

The Leading Article referred to (Wednesday December 7, 1892.)

The British shareholders in a company trading in the colonies, with a colonial board and manager, often find themselves at a disadvantage, real or fancied, in being-unable to control the use of their money with the precision they desire. We say real, because there have been cases in which English and Scotch money has been spent unwisely, and possibly, in some instances, carelessly. We say fancied, because it seems, judging by experience, to be not a very difficult task to persuade Directors resident in Great Britain, behind the backs and without the knowledge of the local men, that affairs out here are being mismanaged, when there is absolutely no grounds for such an imputation. We are led to make these remarks because of a case in point that is at the present moment exciting a good deal of interest in business circles in this city, and which we think is not only fair matter for, but demands, public comment. The Colonial Investment & Agency Company some years ago began the difficult task of realisation of their properties with the view of withdrawing from New Zealand. The process is necessarily a somewhat slow one unless valuable properties are to be slaughtered; but the local Board, it is generally admitted, have been carrying out instructions with much discretion and success. The men, indeed, who constitute the Board are, we may say without flattery, among the best men in matters connected with land in this part of the colony. We do not think there is anyone in the South Island who could teach the Board as a whole very much about land values. Meantime, however—about two years since—the Scotch Directors employed a Mr Dobson, a resident in Napier, where he represents the Northern Investment Company, to value the properties of the Colonial, which are situate in South Canterbury, Otago, and South-land, Mr Dobsons's fee and expenses being one thousand guineas. His valuation of 34 properties at £36,38l is given in a pamphlet—of which we republish a portion to-day—issued for the information of shareholders by the management which he has now superseded, and in a parallel column is given the amount actually realised by the late Board, viz., £51,584. Seeing that the total sum loaned on these properties was only £46,075, we have no difficulty in arriving at two conclusions—first, that Mr Dobson as a valuer was not a success; second, that the late management thoroughly understood page 10 their business. It may be alleged, perhaps, that Mr Dobson's orders were to value for prices likely to be obtained at a forced sale, or possibly that values of some of the properties had risen; but this is the only extenuation we can conceive of as accounting for the difference between his values and those subsequently obtained, and indeed it is safe to say that the second explanation can hardly apply to any material extent. But apart from the question of the valuations, it is difficult to use language sufficiently strong to properly characterise the action of the Scotch Directory towards their local Board—men who not merely had been excellent servants, but who, we believe, are largely interested as shareholders in the Company. Without warning:, without notice or complaint, Mr Dobsoa has been appointed to relieve the Directors and managers of their duties. The pamphlet issued by the local Board contains the following paragraph, with which we desire to express our cordial concurrence:-" They think the substance of the private correspondence between Mr Lawrie and Mr Dobson to which the minute refers should have been communicated to the local Board, so that they might have had an opportunity of replying to any strictures Mr Dobson may have seen fit to make in regard to them, and they think the Directors have not acted in a straightforward way in listening to ex parte statements without giving them an opportunity of replying." In securing his succession to the local Board, we are quite willing to believe that Mr Dobson has done nothing which could be thought incompatible with a fine sense of honour. But it does seem that the Scotch Directory have offended against the most elementary rules of commercial propriety—that they have condescended to lend an ear to tittle-tattle, to criticism, to specious representations of one kind and another, without having the common decency to submit such criticisms to their trusted servants in the colony for their comment and reply. We have not the pleasure of knowing the names of the men composing the Directory in Edinburgh of the Colonial Investment & Agency Company—neither do we want to know them; but we desire explicitly to say that they have acted very culpably in the manner, at any rate, in which they have discharged their functions. We do not believe that there is a public or quasi-public body in this colony which would have treated its meanest servant in the same dishonourable and discourteous fashion page 11 as that chosen by this precious Board. We can hardly doubt that when shareholders receive the modest and studiously temperate announcement of facts disclosed in the pamphlet issued by the late management, and when they realise the very serious loss likely to ensue on the late changes, they will want to know the reason why from their Directors. No doubt the ablest men often find themselves in considerable perplexity and doubt in controlling funds belonging to those at a distance: the sense of responsibility is a very serious one to every honourable man. But when the local directors of a company who are faithfully discharging their difficult duties learn that the management on the other side of the world is open to approach in an underhand and secret way, their position becomes absolutely intolerable. The case under notice is one in which the action of the Home Directorate is so clearly against the interests of its shareholders, and so utterly discreditable to men presumably of some standing, as to fully warrant the plainest of plain speaking, and they are certain to hear a good deal more of their extraordinary conduct.

The Colonial Investment & Agency Company.

To the Editor Otago Daily Times.

Sir,—Will you kindly permit me through your columns to notify the shareholders of the Colonial Investment & Agency Company, Dunedin, that my reply to the manifesto of the "late members of the Local Board of Advice" is in the printer's hands. The letters and documents are lengthy, and it may be a few days before my pamphlet is ready.

Meanwhile I desire to sincerely thank those few friends who have not forgotten Solomon's words (Proverbs xvii, 17).—I am &c.

Robert Dobson,

Attorney for the C. I. & A Company. Dunedin,
page 12