Z41/F2/1/2/3

Sale Agreement between B J Forder & Son Limited and British 15 Dec 1911 Portland Cement Manufacturers Limited. Parties (i) B J Forder & Son Limited, 104 High Holborn, London. (ii) Halley Stewart J.P. of The Red House, Harpenden [Herts.]; Arthur McDougall of City Corn Mills, Manchester; Benjamin Christmas Forder of Langton Blandford [Dorset]; Percy Malcolm Stewart J.P. of Aspley Heath House, Woburn Sands [Bucks] Directors and Shareholders. (iii) The British Portland Cement Manufacturers Limited, Aldermans House, Bishopsgate, London. Operative Part (i) carries on business as Cement Manufacturers at Sundon and as Lime burners at Sundon, Buriton [Hampshire], Burghclere [Hampshire], Blowsdown and Sewell and elsewhere as brickmakers. They are willing to sell the cement and lime business and property subject to their being able to obtain the consent of their Debenture Stockholders. (iii) has been incorporated with a nominal capital of 10 000 divided into 5,500 shares. Consisting of 500 6%.Cumulative Preference shares of 10 each and 5000 Ordinary Shares of 1 each. Incorporated for the purpose of purchasing and consolidating the works and businesses of a large number of cement manufacturers who have already or who are about to enter into sale agreements with (iii). At the date of registration of (iii) it could not be ascertained exactly how many works and businesses would be purchased and the amount of Capital required could not therefore be fixed. As soon as a sufficient number of sale agreements have been entered into warrant (iii) in proceeding to carry such agreements into effect shall increase both its Preference and its Ordinary capital and exercise its borrowing powers in Accordance with its Memorandum and Articles of Association by creating 5% First Mortgage Debenture Stock sufficient to provide the numbers of shares and to raise cash as may be required to enable all the sale agreements to be carried into effect. Increased capital should be divided into equal amounts of 6% Cumulative Preference Shares and Ordinary Shares and that the 5% First Mortgage Debenture Stock (iii) from time to time shall create and issue for the purpose of the purchases shall be limited to one half of the issued capital. (iii) shall have power reserved to it under Trust Deed to create and issue a further amount of Debenture Stock not exceeding 5000 for further capital expenditure and working capital. (i) has created an issue of Debenture Stock for 120 000 at 4% secured by an indenture dated 31 Dec 1900 between (i) of one part and John Henry Fraser Walter and Benjamin John Harfield Forder of the other part. - (i) will sell and (iii) will purchase at the price of 195 000 all the property of (i) relating to the Cement and Lime business including liquid assets of the company to the value of 10 000 - The purchased property shall be taken over as a going concern from 1 Jan 1912. (iii) will be entitled to all profits etc. Until that date (i) will maintain the company as a going concern. - As soon as the cement works are producing 1 200 000 tonnes of cement per annum (iii) shall notify (i) in writing of its intention to proceed with this agreement. - The 175 000 purchase price shall be partly paid as follows : - 55 000 in cash, and 60 000 by the allotment at par to the Vendor Company of 60 000 fully paid 6% Cumulative Preference Shares and to the sum of 20 000 by the allotment of Ordinary Shares fully paid in the capital of the purchasing company. - Residue of the purchase price shall be paid as follows: - 60 000 the remaining part by the issue of 60 000 First Debenture Stock of (iii) with an interest rate of 5% per annum. - (i) also agrees to sell and (iii) to purchase (i)'s interest in the Brockham Lime and Hearthstone Company Limited consisting of 800 fully paid shares of 1 each and 365 of 2s each of the Greys Limeburners Association Limited for 800 and 36.10s respectively. First Schedule 1) Land situate at Sundon, Bedfordshire, containing 95 acres, 2 roods and 14 perches nos.117,121,122 on the OS Map. Together with the chalk and limestone and the liberty to dig for, win work, and convert the same and all other rights and easements as demised in an Indenture of Lease dated 31 Oct 1898 made between John Fiennes Twisleton Wykeham Fiennes Baron Saye & Sele, and the Reverend Charles Bayfield devisees of the will of the late Sir Edward Henry Page Turner, Baronet of the one part, and B J H Forder of the other for a term of 59 years from 29 Sep 1898 and an annual rental of 100 plus rents and royalties for chalk or limestone. Minimum rent 100 and rates at 3pence per ton of lime or cement over and above 8000 tons respectively. Subject to an agreement made under seal 15 July 1902 between William Anstee of the one part and B J Forder & Son Limited of the other where BJF will pay WA 50 per annum in order that for the next 21 years from 1 January 1902 WA would not dig lime or cement on any of his lands in the Parish of Totternhoe. 2) Messuage of tenement known as St. James with the stables, outbuildings, garden land situate in the Parish of Toddington excepting unto the lessor all timber and sporting rights as devised in an Indenture of Lease made the 22 December 1903 between William Smith Cooper Cooper and BJ Forder and Son Limited for the term of 14 years from the 29th day of September 1903 at the annual rent of 50. 3) Right and liberty to dig and take chalk for the purposes of burning lime from the fields known as Wedhams No.232 on the Ordnance Survey map for the Parish of Buriton in the County of Southampton. SpeltHill no.331, First Faggs Field no.332 and Head Down no.330, and part of no.334 and also those two cottages on the south side of the Portsmouth Direct Railway adjoining the Buriton Lime Kilns and all the other rights demised by and Indenture dated 10 Aug 1900 made between John Bonham-Carter of one part and George and Arthur Keeble and Arthur McDougall of the other part for the term of 60 years from 29th September 1899 at annual minimum rents of 450 and 20 and 6d for every ton of lime over 18 000 tonnes in any one year. 4) Fourteen messuages or premises in the Parish of Buriton County of Southampton as demised in a Lease dated 3rd February 1904 made between John Bonham-Carter and BJH Forder of the other part for the term of 21 years from the 29th September 1904 at the annual rent of 60. 5) Six messuages and premises in the Parish of Buriton County of Southampton as comprised in a written agreement 14 December 1904 between John Bonham-Carter of the one part and BJH Forders of the other part where the same were let to BJH Forders for the term of one year then half year to half year until the tenancy be determined by half a years written notice at the yearly rent of 31:2:0. 6) Five messuages buildings and outbuildings in Buriton, County of Southampton as described in a deed of enfranchisement 26 Jun 1900 between Alfred Whiston Frost Martell of the first part, the Board of Agriculture of the second part, and BJ H Forder of the third part subject to conditions in a deed of conveyance 10 Aug 1900 between john Bonham Carter and B J H Forder. 7) Piece of land situate near the limeworks in the Parish of Buriton numbered 99c on the Tithe Map as described by the deed of Conveyance dated 10 Aug 1900 between JBC and BJHF. 8) Piece or parcel of land situate in Burghclere, County of Southampton 8 acres 3 perches with the chalk and limestone thereunder: piece or parcel of land at Burghclere containing 147 acres1 rood 21 perches with liberty to dig and sell chalk and limestone and to construct limekilns, sheds buildings and other works and roads, tramways and sidings but no dwelling house unless agreed by the lessor and if allowed only to house workmen employed on the premises. 12 cottages at Burghclere to be occupied by workmen as demised by an Indenture of Lease dated 20 June 1900 between George Edward Stanhope Molyneaux Earl of Carnarvon of one part and George and Arthur Keeble and Arthur McDougall of the other part for the term of 60 years from 29 Sep 1899 at an annual rate of 100 and 10 for every kiln constructed over six not to exceed 200 or 16 kilns with a rent of 156 for the 12 cottages. 9) Land on the Highclere Estate situate in the Parish of Burghclere in the County of Southampton bounded on the east by the Didcot and Winchester Railway containing 2370acres as demised in an Indenture of Lease dated 14 Apr 1891 between George Edward Stanhope Molyneaux Earl of Carnarvon of one part and BJHF of the other part for a term of 99 years from 25 Mar 1891 at an annual rent of 2 together with three cottages on the land. 10) Land the Highclere Estate situate in the Parish of Burghclere in the County of Southampton abutting on the High Road from Burghclere Station to Sydmonton containing 1 rood together with the messuage erected on the same as demised by and Indenture of Lease dated 6 Mar 1898 between George Edward Stanhope Molyneaux Earl of Carnarvon of one part and BJHF of the other for 99 years from 25 Mar 1895 at an annual rent of 3. 11) Land in the Parish of Caddington, County of Hertford containing 10 acres, part of Zouches Farm, together with pits, delphs and beds of chalk and limestone; land situate in Caddington containing 10 acres a further part of Zouches Farm; and land situate in Caddington containing 10 acres a further part of Zouches Farm with permission to extract lime and chalk and to erect buildings as stated in an Indenture of Lease made 31 December 1895 between Arthur Macnamara of the first part, Richard Pennington of the second part and BJHF of the third part for a term of 50 years from 1 Jan 1895 for a rent of 250. 12) Land containing 4 acres and 2 roods at Sewell in the Parish of Houghton Regis in the County of Bedford along with the chalk stone in and under the plot of land; Land situate at Sewell containing 70 acres; Land at Totternhoe in the County of Bedford containing 42 acres along with rights to dig and sell the stone under the land as demised in an Indenture dated 26 Nov 1900 between Joseph Cook of one part and BJHF of the other part for the term of 60 years from 29 Sep 1899 at annual rent of 112 plus an annual rate of 10 for every kiln over 9 or any land built upon an annual rent of 3 per acre. Plus a rent of 10 for any chalk used to make cement, with a further 2d for every ton of cement above 200 tons made in any week. 13) Freehold land containing 10 acres 29 perches in the Parish of Totternhoe in the County of Bedfordshire on the N. side of the Dunstable Branch of the London and North Western Railway; and secondly freehold land containing 5 acres and 4 perches in the Parish of Totternhoe on the S. side of the Dunstable Branch as conveyed by an Indenture of Conveyance of 31 Dec 1901 between Joseph Richard Scroggs of the one part and BJHF of the other. 14) Piece of land in Sundon in the County of Bedford forming part of Sandpit Farm, containing 70 acres with all the chalk and lime beneath as demised by an Indenture of Lease made 25 Mar 1889 between Henry Gates of one part and BJHF of the other for the term of 60 years from 24 Jun 1889 at the yearly rent of 100. In addition 10 for every kiln over 10, and 2 per annum for every acre of land built upon or occupied by waste heaps as varied by and agreement made 23 May 1900 between William Lee Gates, Henry the younger and John Gates of the one part and BJHF of the other whereby BJHF applied for permission to use the waste and small chalk for the manufacture of cement and the erection of buildings and the lessors agreed for a rent of 70 per annum, plus the sum of 3d for every ton of cement over and above 5600 tonnes. 15) Land forming part of Sittinglow Farm Dove Holes in the County of Derby containing 1 acre and 11 perches or thereabouts with freedom to build kilns and other buildings etc. as necessary for the manufacture of bricks and cement, as demised by an Indenture of Lease made 2 Aug 1911 between Samuel Marchington of the one part and BJHF of the other for the term of 60 years from 2 Aug 1911 subject to the rights of the Duchy of Lancaster. 16) Land situate in Dove Holes in the County of Derby containing 400 square yards, part of the bed of a reservoir with all pipes and machinery as in the lease described in (15), plus the rights to use the water coming from the spring in the Clough situate in the lands of Samuel Marchington known as Sittinglow Farm. 17) Licence of authority to work all clay beds beneath land at (15) and (16) and mentioned in lease of 2 Aug 1911 between Samuel Marchington of the one part and BJHF of the other for the term of 60 years from 2 Aug at the yearly rent of 28 and a royalty of 6d for every 1000 manufactured on the premises, a royalty of 1d for every ton of produce used in the manufacture of cement and a royalty on any other material produced to be computed by cubical measurement. 18) Licence and authority to dig all clay, shale, brick earth etc at Hallsteads near Dove Holes in the County of Derby as demised by an Indenture of Lease 1 Aug 1911 between John Samuel Marchington and BJHF for the term of 60 years at a yearly rent of 40 (reduced to 25 for the first two years) and royalties as at (17). 19) Land containing 10 acres at Dove Holes in the liberty of Peak Forest, County of Derby with liberty to dig etc. as demised by an Indenture of Lease dated [ ] 1911 between Victor Christian William Duke of Devonshire of the one part and BJHF for 60 years from 25 th March 1912 at annual rents of 100 and 9 and a royalty of 2d in respect of every ton of stone taken from dais land. With a rebate of d for every ton between 12000 and 24 000 used to make cement. Second Part 1) Agreement 5 Aug 1885 between London & North Western Railway Company and BJHF for the construction and use of a siding near Stanfordbridge[Stanbridgeford] Station on the Leighton & Dunstable Railway. Rent 1d per ton. And 1.1.0 for use and occupation. 2) Agreement 24 Jan 1897 between same parties for further siding at Stanfordbridge [Stanbridgeford]. 3) Agreement 17 April 1901 between London & North Western Railway Company and where benefits and obligations were transferred to Dove Holes Brick Company Limited. 4) Agreement made 10 Apr 1902 between London & North Western Railway and the Dove Holes Brick Company Limited for the construction and use of a siding near to Dove Holes Station on the Stockport and Buxton Branch Railway rent 1 per annum. 5) Agreement 30 Apr 1906 between London & North Western Railway Company and BJHF as to windows overlooking property of the Railway Company at Totternhoe and Houghton Regis, rent 1s. 6) Agreement 16 Mar 1889 between Midland Railway Company and BJHF for siding constructed near Harlington. 7) Agreement made 22 Oct 1897 between Midland Railway Company and BJHF for siding communication and works near Harlington. 8) Agreement made 26 Jan 1909 between Midland Railway Company and BJHF for building wall and right o 10 windows at Harlington. 9) Agreement 31 Jul 1886 between the Great Northern Railway Company and Frank Chapman Scargill as to the construction and use of a siding near Dunstable Rent 11.10.0 per annum. 10) Agreement 11 Aug 1891 between Frank Chapman Scargill, the Great Northern Railway Company and Phillip Champion as to a supplemental siding at Dunstable. 11) Agreement made 28 Feb 1896 between Phillip Champion, GNRC and BJHF supplemental to (9) and (10). 12) Agreement 3 Dec 1896 between BJHF and GNRC as to alteration of siding. 13) Agreement 18 Oct 1887 between the Great Western Railway Company, The Didcot Newbury and Southampton Railway Company and BJHF as to Junction sidings at Burghclere Station. Rent 5 per annum and one penny per ton for traffic conveyed. Third Part (a) Right of (i) to assign the same to call upon merchants to whom they have sublet their wharves and depots to take from (iii) all cement and lime required by such merchants for the purposes of their business. (b) Fixed and Moveable plant of (i) at the cement and lime works including all kilns, engines, machinery, barges, lighters, boats , ships, horses, cattle, livestock, carts, waggons, locomotives, trams, railways, utensils, tools, implements. (c) Goodwill of the business of Cement manufacturers, lime burners and cement and lime merchants of BJHF and trade-marks, brands and patents belonging to BJHF, and the sole use of the trade name and the sole right of representing (iii) as carrying on all business and contracts won by BJHF as on 31 Dec 1911, along with all books, accounts and documents. (d) Stock in trade of the cement And lime businesses of BJHF as at 31 Dec 1911 as shown by their books including all stock of finished cement and cement in course of manufacture including raw materials and fuel. (e) All bills as of 31 Dec 1911. Second Schedule 'Liquid Assets': meaning: a) Stock in trade at cost price including finished cement, lime, and other items wholly or partly manufactured coal coke, firebricks, gypsum, casks, staves, sacks and general manufacturing stores including new tools. b) Debtors on open account or allowance for bad and doubtful debts to such a sum as 10000 c) Bills receivable continued LESS a) General trade creditors on open account b) Bills payable c) All other property as stated in Third Part. Signed and Sealed by Halley Stewart and Percy Malcolm Stewart, Directors of BJH Forders Limited, and James Macauley, Secretary under the common seal of BJH Forder. Signed by Halley Stewart, Arthur McDougall, Benjamin Christmas Forder and Percy Malcolm Stewart. Signed and sealed under the common seal of British Portland Cement Company by Herbert E Brooks, Alfred Stevens, Directors, and J Gilchrist Wilson, Secretary.

15 Dec 1911

From: 1911 To: 1911

No. of pieces: 1

item

British Portland Cement Manufacturers,
Stewart, Halley,
McDougall, Arthur,
Forder, Benjamin Christmas,
Stewart, Percy Malcolm,
Brockham Lime & Hearthstone Company Limited,
Bayfield, Charles,
Fiennes, John Fiennes Twisleton Wykeham,
Page-Turner, Edward Henry,
Anstee, William,
Cooper Cooper, William,
Bonham-Carter, John,
Martell, Alfred Whiston Frost,
Board of Agriculture,
Keeble, George,
Keeble, Arthur James,
Molyneaux, George Edward Stanhope,
Pennington, Richard,
Macnamara, Arthur,
Cook, Joseph,
London & North Western Railway Company,
Scroggs, Joseph Richard,
Gates, William Lee,
Gates, John,
Gates, Henry,
Marchington, Samuel,
Marchington, John Samuel,
Duke, Victor Christian William,
Dove Holes Brick Company Limited,
Midland Railway Company,
Scargill, Frank Chapman,
Great Northern Railway Company,
Champion, Philip,
Great Western Railway,
Macauley, James,
Brooks, Herbert E.,
Stevens, Alfred,
Wilson, J. Gilchrist

British Portland Cement Manufacturers, shares, Brockham Lime & Hearthstone Company Limited, railways, Caddington Zouche's Farm, chalk, water provision, Sundon Sand Pit Farm, London & North Western Railway Company, 2nd built railways, clay, Dove Holes Brick Company Limited, Midland Railway Company, Great Northern Railway Company, Great Western Railway Company, boats, barges, livestock, cattle, horses, civil ships, locomotives, coal, Holborn, Harpenden, Manchester, Dorset, WOBURN SANDS, London, SUNDON, Buriton, TOTTERNHOE, TODDINGTON, Burghclere, CADDINGTON, HOUGHTON REGIS, DUNSTABLE, Derbyshire, Sewell, Stanbridgeford, HARLINGTON