The following information is courtesy of Paul Best:
Messrs Berwick, Lechmere and Co., The Old Bank, Worcester, their Branches at Malvern, Tenbury, Bromyard, Tewkesbury and Upton-on-Severn, and their London Agents, Messrs Roberts, Lubbock and Co., of 15 Lombard Street, E.C. are authorised to receive Subscriptions for the following capital.
The List of Applications will open on Friday, the 21st day of March, 1890 and will close on Tuesday, the 25th day of March, 1890.
THE TEWKESBURY BREWERY COMPANY
Incorporated under the Joint Stock Companies Acts, 1862 to 1886, to acquire the following Businesses:-
THE TEWKESBURY BREWERY COMPANY
(The Abbey Brewery);
Mr J. W. WILSONS BREWERY, TEWKESBURY
(The Original Brewery)
4 and a half per cent Mortgage Debenture ….£50,000
Share Capital ….£100,000
The DEBENTURES will be issues in multiples of £100, bearing interest at the rate of four and a half per cent per annum, payable half-yearly, and redeemable at £110 on the 1st January,1910, or earlier at the Company’s option.
The whole of the Freehold Properties will be vested in the Trustees, for the benefit of the Debenture holders.
The SHARE CAPITAL is divided into :-
6,000 6 per cent, cumulative Preference
Shares of £5 each ….£30,000
(These Shares will be entitled to priority over the Ordinary Shares of the Company for capital, and for a cumulative dividend of 6 per cent)
14,000 Ordinary Shares of £5 each ….£70,000
PRESENT ISSUE OF
£35,000 DEBENTURE (payable 10 per cent. on application and the balance on 15th April, 1890)
6,000 PREFERENCE SHARES (payable 10 shillings per share on application, £2 per share on allotment, and £2 10 shillings per share one month after allotment)
There will also be issued concurrently 7,000 Ordinary Shares, the whole of which, together with £12,000 of Debentures, and £5,000 Preference Shares, have been subscribed for by the Vendor, the Directors and their friends.
TRUSTEES FOR THE DEBENTURE HOLDERS:
Sir Edmund A. H. Lechmere, Bart., M.P., Rhydd Court, Hanley Castle, Worcestershire.
Edward Henry Pearce, Esq., Solihull and Birmingham, Merchant.
*Joseph Jupp, Esq., Mowbray House, Malvern; and Abbey Brewery, Tewkesbury (Chairman)
Robert J. Elwell, Esq., Rose Bank, West Malvern, and Birmingham.
J. F. Humby, Esq., (late of) the Southbroom Brewery, Devizes, and Ex-Mayor of Devizes.
William Pearce, Esq., Pershore: and Birmingham.
*Will join after Allotment.
Messrs Berwick, Lechmere and Co., Tewkesbury and Worcester.
Messrs Smith, Pinset and Co., 39 Waterloo Street, Birmingham.
Messrs Moores and Romney, Tewkesbury.
Messrs Alfred Thomas, Peyer and Miles, 2 Adelaide Place, London Bridge E.C.
H. S. Humby, Esq.
The Abbey Brewery, Tewkesbury.
THE TEWKESBURY BREWERY COMPANY, LIMITED, has been formed for the purpose of purchasing as from the 31st December last, and amalgamating the following businesses:-
THE ABBEY BREWERY, established in 1879, together with the Wine and Spirit Business connected therewith, and for the past five years carried on by Mr Joseph Jupp, trading as the Tewkesbury Brewery Company. This purchase includes the Freehold Brewery, Plant and Rolling Stock, and thirty-four Licensed Houses (of which twenty-three are freehold, ten leasehold, and one covered by loan) together with other house property and land.
THE ORIGINAL BREWERY, established upwards of fifty years, and since 1879 carried on by Mr James W. Wilson. This purchase includes the Freehold Brewery, Plant and Rolling Stock, and thirty-seven Licensed Houses, of which thirteen are freehold and twenty-one leasehold, and three covered by a loan.
The purchases of the properties have been made under the advice and on the valuation of Messrs Alfred Thomas, Peyer and Miles, of 2 Adelaide Place, London Bridge E.C., Brewery Valuers and Accountants, whose report to the Directors is as follows:
2 Adelaide Place, London Bridge, London E.C., 1st March 1890.
To the Directors of THE TEWKESBURY BREWERY COMPANY LIMITED.
In accordance with your instructions we have inspected the properties constituting and belonging to the respective concerns known as “The Abbey Brewery” and “The Original Brewery” both at Tewkesbury.
In our judgement the said Breweries, with Inns, Public and Beer Houses, including mortgaged Property connected therewith, the Goodwill of the Trade and Fixed Plants, Rolling Stocks and other effects appertaining to the same (as described in the schedules accompanying this report) are of the value of £77,135, say seventy-seven thousand one hundred and thirty-five-pounds, as divided and set forth at the foot hereof.
We may add that our estimate of the value of the licensed houses is based on the principle of regarding them as tied to the Brewery, and not as separate properties, under which the latter form of realization a largely increased price would obtain.
We have also examined the Books, and ascertained that the profits derived from the two businesses on average of three years ending 1888, after allowing ample depreciation, represent £5,200, say five thousand two hundred pounds, per annum, including rents receivable but without any deduction for interest on capital.
The accounts for the year 1889 are not completed, but as sales at both establishments have advance on the preceding year’s trade, we fell assured the profits would exceed the average above quoted.
Alfred Thomas, Peyer & Miles.
Freehold and Long Leasehold Properties including Mortgages, value ….£50,670
Goodwill of Trade and Short Leaseholds ….£14,700
Fixed Plants, Rolling Stocks and other chattel effects ….£11,765
The Security for the present issue of Debentures and Preference Capital will consist of :-
Freehold Breweries, Properties and Plant, Goodwill and Rack-rented Leaseholds, valued as above, and agreed to purchase for ….£77,135
Stocks and Book Debts to be taken at valuation, probably about ….£15,000
Amount available for further working capital and preliminary expenses, about ….£7,865
The amount required to pay Interest on £35,000 Debentures at Four and a Half per cent per annum is ….£1,575
And Dividend on £30,000 Six per cent Cumulative Preference Shares is ….£1,800
The profits, as before stated, are £5,200; this amount, however, is irrespective of:-
(a) The profits to be derived from tied houses acquires by the Company, but purchased by the Vendors during the past year.
(b) The saving to be effected in management, commission, and wages by the amalgamation, and the consequent withdrawal of competition.
(c) The additional profit derived from the increase in the Wine and Spirit trade, many of the houses being tied for beer only.
The balance of the Debentures not now offered – £15,000 will be used solely for the purpose of acquiring additional Freehold Properties to be vested in the Trustees for the Debenture holders.
In addition to the ordinary Capital the Directors and their friends have subscribed for Debentures to the amount of £12,000 and £5,000 Preference Stock.
No promotion money will be paid, but the Company will pay the expenses connected with and preliminary to it’s formation, including valuations and professional services, for which estimates have been obtained.
Applications will be made for the quotations on the Birmingham and Bristol Stock Exchanges.
The following contracts have been entered into :-
(a) A contract bearing the date the 17th day of March, 1890, made between Joseph Jupp of the one part, and The Tewkesbury Brewery Company Limited, of the other part.
(b) A contract bearing date the 21st day of January, 1890, made between James Wilkes Wilson of the one part, and Joseph Jupp of the other part.
(c) A contract dated the 18th day of March, 1890, made between Joseph Jupp of the one part and The Tewkesbury Brewery Company Limited, of the other part, by which the benefit of the contract (b) is assigned to the Company without consideration.
(d) A contract dated 18th March, 1890, made between the above-named William Pearce of the first part, and R. J. Elwell of the second part, Joseph Jupp of the third part, R. J. F.. Humby of the fourth part, H. Humby of the fifth part, The Tewkesbury Brewery Company Limited of the sixth part, providing for the subscription of the whole of the ordinary capital, and for employment of Managing Director and Secretary.
It is believed that the above are the particulars which should be given in accordance with Section 88 of the Companies Act, 1867; but the Vendor has entered into contracts in the ordinary course of business; and, if it should be considered that these contracts or the estimates above referred to fall within the section, any further compliance with that section must be deemed to have been waived by applicants for shares.
The Memorandum and Articles of Association of the Company, together with copies of the above-named contracts and the reports of Messrs Alfred Thomas, Peyer and Miles, mat be inspected at the Office of Messrs Smith, Pinsent and Co., Solicitors, Birmingham, and applicants for Shares shall be deemed to have had notice of such documents.
Applications for Debentures and Preference Share must be made on the enclosed form and sent with the amount of deposit on application to the Bankers of the Company, at their Head Office in Worcester, or at any of their branches.
Where no allotment is made the deposit will be returned in full. Where a partial allotment is made the surplus of the deposit will be retained on account of the amount to be paid on allotment.
Prospectuses and Forms of Application can be obtained at the Offices of the Company, The Abbey Brewery, Tewkesbury; or from the Bankers, or Solicitors.
Tewkesbury, 18th March, 1890.
Source; The Devizes and Wiltshire Gazette, Thursday March 20th 1890.