Articles from The Times (London) about the Odessa Waterworks Company (Limited)
THE TIMES, WEDNESDAY, APRIL 17, 1889
The report of the directors of the ODESSA WATERWORKS Company (Limited) for the year ended December 31 states that the water rents for 1888 amounted to £47,620, against £47,935 for 1887, and the miscellaneous receipts to £3,548, against £3,225. The improvement in the value of the rouble for a portion of 1888 shows that the loss by Exchange is reduced from £2,988 to £853, and the net revenue, after meeting interest on debentures and all charges, amounts to £11,945. The resident engineer reports that during the year the quantity of water pumped from the river Dniester shows an increase over that of 1887 of 87,353,285 gallons; that 168 new services were connected during the year; and that the total number of meters in use, was 4,984; that the filters, machinery, mains &c., are all in good working order, except the boilers, which require renewal, and that the new roof for the engine-house at Dniester station had been completed. The directors recommend a dividend of £1 per share, tax free, in respect of the "A" shares.
THE TIMES, MAY 1, 1895
The ordinary general meeting of the ODESSA WATERWORKS Company (Limited) was held on Monday, at the Cannon-street Hotel, Sir Peter Spokes presiding. The chairman congratulated the shareholders on the improved position of the company. In addition to being able to pay a better dividend, the Board were able to report that more satisfactory relations now existed between the municipality of Odessa and the Company. The most noticeable event that had happened since the previous meeting was the final decision, unfortunately against the company, of third lawsuit referred to in last year's report. It was gratifying to find that the revenue in 1894 exceeded £7,000 what it was in 1893. Of this amount £4,600 was obtained from water rents and £2,274 from miscellaneous receipts. The item of temporary loans had now disappeared from the balance-sheet, and the assets showed an increase in cash of £3,000, which it was proposed to distribute by making the dividend 6s. per share, instead of 4s. per share as in 1893. He then moved the adoption of the report, which was seconded by. Sir Arthur T.F. Clay, and carried. On the motion of the chairman, seconded by Mr. George May, a dividend of 6s. per share on the " A " shares was declared. The chairman next proposed a resolution authorizing directors to agree with the municipality of Odessa as to the terms on which the redemption of the company's property should take place, and to do all things necessary for giving effect to the terms which might be agreed on. He remarked that the question for the shareholders consider was whether they would accept an annuity for the remainder of their concession, based on the average net revenue of the past five years, or, as an alternative, the equivalent of it, capitalized at 20 years' purchase, in a lump sum, as defined by the 44th section of the concession, which gave the town the right of pre-emption. The capitalized sum would amount to upwards of £450,000, plus such of the stores as the authorities might elect to purchase, the outstanding water rates remaining the property of the company. Mr. E. Allen seconded the resolution. A discussion followed, in the course of which Mr. Wood and other' shareholders opposed the resolution on various grounds. In reply to questions, the chairman said that the municipality understood that the property of the company would have to be bought at a sum equivalent to 20 years' purchase, and in voting for the resolution shareholders might be satisfied that the purchase, if carried out, would be for a lump sum and not for an annuity for a number of years. Eventually the resolution was carried with five dissentients.
THE TIMES, FRIDAY, SEPTEMBER 13, 1895
An extraordinary general meeting of the ODESSA WATERWORKS Company (Limited) was held yesterday at the Cannon-street Hotel, to consider resolutions (1) for selling the company's concession to the Municipality of Odessa, and (2) for winding up the company with a view to distributing the proceeds of the sale. Sir Peter Spokes, in moving the first resolution, stated that the proposals for acquiring the company's undertaking by the municipality of Odessa were practically the same as those which were submitted to them at the annual meeting on April 29 last. ("No, no.") They were fairly entitled to ask, if that were so, "Why call the shareholders together again?" as, by the resolution then adopted, authority was given to the directors to sell the undertaking to the town. The position, however, was simply this - that at their last meeting the directors thought that the terms offered by the municipal authorities meant 20 years' purchase of £20,000 a year, producing a round sum of £400,000, plus the value of the meters, stores &c.; whereas it was now made clear to them by the protocol of the Commission which had inquired into the subject, and by the letter of the chairman of the Commission addressed to Mr. Platts* (the company's agent and manager in Odessa) that the offer made to them was to purchase, on a five per cent. table, an annuity having 27 years' run of 200,000 roubles per annum, which would produce, not £400,000, but something under £300,000. Mr. Blunt was therefore right in the interpretation which that gentleman placed last April upon the offer, and he (the chairman) and his colleagues were there that day to make that admission and to advise the shareholders to accept the terms of purchase formulated by the protocol under date of July 20 last. In giving them this advice he must ask them not to expect the directors to define by any hard-and-fast line what was net income or revenue, nor to state the precise which would be arrived at by adhering strictly to section 44 of the concession. They agreed, at the same time, with those shareholders who might probably be disposed to contend that something was to be said on the part of the company in answer to the conclusions arrived at by the commission. They might, for instance, take exception to the contention of the Commission that expenditure on extensions and new works was properly chargeable to the revenue of the year and not to capital, as shown in the company's accounts. Again, they might take exception to the contention of the Commission that interest on floating capital should be charged against the revenue of the year. They might go further, and be willing to contest in the Russian Courts of law the liability of the company to lay a supplementary main or to carry out other works, or even to question the necessity of such works. It was, however, certain that the city of Odessa had grown largely beyond what was contemplated 25 years ago, and with that growth the necessity and the demand for water had also extended. Therefore, the company must either be prepared, profitably or unprofitably, to add from time to time to its capital account, or to be prepared, on the other hand, for the town to take the works into its own hands and to carry out such extensions as they might deem necessary at the cost of the company and out of the company's revenue. The directors could not see their way to advise them to embark any more capital in the undertaking, and they therefore thought that the shareholders would do wisely to accept the offer now submitted as a fair solution of the difficulties between the city and the company, and regard it rather in the nature of a compromise, by which neither party would get all it thought it was entitled to. Mr D.H. Goodsall seconded the motion. Mr Francis strongly opposed the resolution, and contended that they were really now offered £200,000 less than the sum which they assented to at the previous meeting. The arguments put forward, by the Russian Commission were, he maintained, delusive, and the directors should have held out for better terms. He concluded by proposing the adjournment of the meeting. Mr R. White seconded the proposal, which was supported by other speakers, Mr. Batley maintaining that, under the proposals before the meeting, the A shareholders would be sacrificed for the benefit of the debenture-holders and the B shareholders. The chairman, in reply, stated that their colleague, Sir Arthur Clay, was in the north of Scotland, and could not have attended the meeting without considerable inconvenience; but he was fully in accord with the directors, and had been all through.
[* John Joseph Platts, manager and resident engineer at the Odessa Waterworks]
THE TIMES, OCTOBER 1, 1895
An extraordinary general meeting of the ODESSA WATERWORKS Company (Limited) was held yesterday at the Cannon-street Hotel, Sir Peter Spokes presiding, to consider the confirmation of the resolutions passed at the extraordinary general meeting on the 12th ult.- (l) For selling the company's concession to the Municipality of Odessa; and (2) for winding up 'the company with a view to distributing the proceeds of the sale. The chairman formally moved, and Mr. D. H. Goodsall seconded, the first resolution. Mr. Wood, a former director, observed that the board had no doubt conducted the negotiations which had gone on to the best of their ability, but he was at a loss to understand what the negotiations had been. The circular which had been sent out by the directors stated the number of proxies which had been received in favour of the resolutions and the number of the A and B shareholders who had voted for them. He, however, would have liked to know whether the shareholders in question were original shareholders, who paid the par price or a premium for their shares, as he himself did. His own objection to the proposal was that there was no actual sale, and the directors did not know what amount of money would he handed over to them, as there were certain things still unsettled. He thought that the directors ought to have arrived at an absolute figure, and then have met the shareholders and asked them whether they would accept it. After that meeting they would be powerless as a company to do anything if any hitch arose between the liquidators and the municipality and his own impression was that the Russians would try and grind the company down as much as they could. Their undertaking had conferred enormous benefit, not only on the municipality of Odessa, but on the whole of Russia, but the company had been treated very badly by the Russians. Mr. Francis, as at the former meeting, condemned the proposal. Mr. Batley complained of the issue of proxies, and said that they had been treated badly for many years by the Russians whose object had been to get the company's undertaking ultimately into their own possession for little or nothing, as they had at length succeeded in doing. In his opinion, the directors ought to have had a consultative committee acting with them, and then to have submitted terms to the municipality of Odessa instead of giving in to the latter, as, he contended, they had done. Mr. Baines remarked that until lately the shareholders had not been aware of the full iniquity of the concession, and the original directors had left them as soon as they could. In some respects he had admired Sir Arthur Clay's conduct in remaining with them, but that gentleman was absent from the present meeting, as he was on the last occasion. In his belief, the original directors took over a concession which they could not understand. The chairman, in reply, said he had not been surprised at the warmth of many of the expressions used, but he would not take up the time of the meeting by repeating what he had said on former occasions. He fully sympathized with the shareholders, but he had not advised them in making their investment in the company 20 years ago. He then put the resolution and declared it carried by 18 to 4. He afterwards formally proposed the second resolution. Mr. Goodsall, in seconding the motion desired to assure them that the directors did really thoroughly sympathize with those shareholders who many years ago paid 20s. in the pound for their holdings. The concession, however, was a bad one, and they had had bad results from it. Mr. Baines said he thought that the shareholders ought to be represented on the liquidation by one of their own members, and he proposed the appointment of Mr. Wood. Mr Wood said that he could not serve them as a liquidator, but he could not remember an instance before in which the whole of the board had been nominated as liquidators. Mr. Blunt said he regarded liquidation premature. In the case of the St. Petersburg Water-works, the municipality had bought up the concern, but the company was not in liquidation. He did not think they ought to give up possession of the works without having security from the municipality that the proposed arrangements would be carried out by them. The chairman, in reply, stated that with regard to Mr. Blunt's remarks to postponing the resolution for liquidating, counsel had very carefully considered the point, and had advised the company that a sale could not take place without a resolution for liquidating being simultaneously passed. Whatever duties to the company might devolve on the directors or liquidators from that day would be discharged without payment unless at the close of the liquidation the shareholders themselves thought that the liquidators were entitled to some remuneration. On putting the resolution, be declared it carried with four dissentients, and afterwards added that the number or proxies received for the meeting had exceeded those forwarded to the directors for the previous meeting.
Photographs of the Odessa Water Works 1901