Shareholder's Meetings of the West Lothian Oil Co. Ltd.
type: Companies - shareholders' meetings
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1884 General Meeting
THE WEST LOTHIAN OIL COMPANY. The first general meeting of the West Lothian Oil Company (Limited) was held in Dowell's Rooms, George Street, this afternoon. Provost Sutherland, Bathgate, presided and there was a good attendance.
The chairman said that thin the first general meeting was not held for the purpose of declaring a dividend but for the election directors and office-bearers. The directors, he said, were convinced that they had got possession of valuable property. They had put in a railway siding, had begun the erection of workshops, and had also put in new machinery at Benhar. At Deans they had erected two benches of Young's retorts, which had got the most recent finishing touches. They expected, if the weather was favourable, soon to be in a position to commence the manufacture of crude oil. The refinery was in excellent order, and they had added eight now crude oil stills and a new 10-ton freezing machine They expected these would all fitted in a month, and they would be able to put out about 10,000 gallons per day. The refinery gave them immense advantage, and it enabled them to take advantage of the present prosperous return in the oil trade. They expected to have refined oil in the market next week. Their shale and coal fields were splendid condition. They intend sinking a pit 35 fathoms, which would command a large area of their coal and shale.
Mr Walker, stockbroker, asked the chairman how much interest Mr Simpson, the vendor of the property, had in the company ? The result of Mr Simpson's financing in other public stock companies was, he said, well known. He thought Mr Simpson should not be allowed a paramount influence in directing the affairs of the company. (Hear, hear.) He also wanted to know about the commercial manager.—
The chairman said that Mr Simpson had a certain number of shares, but as they were five times applied for he gave them up at their request. As regarded the appointments, Mr M'Callum had been appointed mining manager, but, as yet, they had no commercial manager. The business, said, was not in the hands Mr Simpson.—Mr Simpson said all he had done was to give the company the benefit of any little experience he had. He took nothing to do with the management of the concern.
Ex-Bailie Ferguson, seconded by Mr Philip, Dundee, moved that the retiring electors be reelected.—This was agreed to unanimously, and, the auditors having also been re-elected, the proceedings terminated.
The Edinburgh Evening News, 1st February 1884
1885 Annual General Meeting
WEST LOTHIAN OIL COMPANY. This afternoon the annual meeting of the above company was held in Dowell's Rooms, Edinburgh. A large number of shareholders were present.
Provost Sutherland presided, and moved the adoption of the report—already published— recommending dividend of 15 per cent, per annum on the working period of five and a half months. In doing so the chairman made few remarks upon the past work and future prospects of the company. He believed, he said, that they had one of the best shale fields in the country. (Applause). Arrangements had been made erect another of 80 retorts, and if they had done so well with 128 retorts, it must be evident to every one that with 80 additional retorts, with cheaper shale and reduced working expenses, they must do much better, as the permanent charges would the same. The refinery he considered to be second to none in country of the same capacity, and their manufactured products had taken first place in the market. He believed that the West Lothian Oil Company had a bright future before it. (Applause.)
The report was unanimously adopted. Mr Walker, coalmaster, Bathgate, moved that the remaining 2500 shares offered at premium of £1 per share to the shareholders in proportion to their present holdings, and that any unclaimed new shares be distributed among those who might apply for a number of shares in excess to their proportion. This motion was also adopted; two vacancies the directorate were filled up, and the meeting concluded with a vote of thanks to the chairman.
The Edinburgh Evening News, 6th February 1885
1886 Annual General Meeting
WEST LOTHIAN OIL COMPANY. The second annual general meeting of the shareholders the West Lothian Oil Company was held this afternoon Dowell's Rooms, George Street -Provost Sutherland, Bathgate, in the chair.
There was large attendance. Before proceeding to business, some discussion took place on the representation of shareholders at the meeting. On the motion of shareholder, who said that the remarks the chairman made at the last meeting were the cause of his being there, the chairman was obliged to read what he said at that meeting.
In moving the adoption of the report, which had already been published, and which showed loss the year of £10,373. the chairman said that nobody could be more disappointed with it than he was. He expected a different state of matters. The last monthly statements they received were not correct, were, in fact, based on erroneous figures, but sufficient precaution had been taken to prevent the possibility of its occurring again.
Their retorts wrought splendidly up to the end of 1884, but they were very sensitive, and for several months after they were damped the New Year holidays of 1885, they wrought badly. At the same time the price of shale went down, and these causes were responsible for the financial loss which had resulted. In the committee's report, issued yesterday, there were many loose statements. He took exception to the figures given in it. The company had surplus of over £3000, instead of over £2000, stated in the report. It was not true that the secretary was often absent from meetings. The statement that last year's dividend was not earned was most unfair, being an uncalled-for reflection the auditors. Had they received the same prices as they did the previous year, the income would have been £9,486.
Many of the shareholders had written to him about the company, and he had replied expressing confidence in the company, and he was still of that opinion. It was with the greatest satisfaction that he stated that the company was now working small profit, and that the slightest spurt in prices would enable them to pay small dividend, (Hisses and cheers.)
A shareholder asked the directors who retired to explain their reason for taking that step, but amid laughter it was stated that neither Mr Archibald Simpson, Mr Alexander Brownlee, nor Mr J. K. Milne were present, and the chairman, when appealed to, said he did not know why they were not there.
Mr Peter Glendinning, Dalmeny, who recently became a director, seconded. He said he was not yet quite satisfied with the management, but they were all liable to make mistakes.
Replying to question, the chairman said that they had not plant sufficient to enable them to increase their output when prices fell, and that was the only why they had not a profit.
Mr Cooper, shareholder, referring to a circular which was sent out, and which was the cause of his buying 60 shares, said that if action were taken, the directors would be found personally liable in the loss to the shareholders. (Hear, hear.)
Mr Brown, another shareholder, said that probably no more incapable board of directors never sat round a table. He thought that, in the interests of the company, the sooner there was a change in the management the better.
The chairman said it would apparent that when gentlemen visited the works and put questions to him he often had to hold his tongue.
Replying to a question about the holdings of the directors, the chairman said that he himself took of the premium shares, and the other directors also took a large number.
Mr Hoey, C.A., Glasgow, one of the committee shareholders, said that a Mr Campbell had lent his shares to bears to smash them up.
Mr Campbell denied the statement in toto, and a lively altercation ensued, in which Mr Campbell admitted that he sold 150 shares.
Mr Hoey, proceeding, said that down to 31st March last there never was a balance-sheet showing profit and loss. There were cost sheets, and there were jottings on the back of other sheets, and that he characterised trifling with the interests large concern.
After some discussion, a shareholder said a great deal time had been wasted. They were all satisfied that the management of the company was simply disgraceful. The directors might mean well to them, but as sensible men he hoped they would place their resignation in the hands of the shareholders.
Mr W. Holms, director, explained the position of the company, and said he was perfectly willing to retire, but as a business man he wished to justify himself in the eyes of those present.
Mr Hoey thought the last call, following on the previous one, was most foolish. It was quite enough to authorise the shareholders to ask the directors to resign office
A shareholder, who stated that he was connected with nearly 50 companies, said he had never read a more beggarly report, and he drew attention to the salaries of the officials, which he objected to.
Mr J. L. Walker, overlooker, was of opinion that the affairs of the company were too well known to persons not connected with the company before shareholders knew anything.
The affairs of company should not be made the kickball of the Stock Exchange. He thought the oil sales of the company had been conducted in unbusinesslike manner. He gave instances, verified from the books the Company, showing that since the middle of April one director transferred 13, another 14, and third 67 shares to the commercial clerk of the Company, who in turn, transferred them to a third person, a stockbroker's clerk, through whom they reached the market.
The Chairman said he was not ashamed of that transaction. He had not trafficked in shares, and he never sold any, with the exception of the new shares created last year. A number of persons applied for these shares, but repudiated them. Then the directors said they would take these shares themselves. He took these shares until he held 117, including the which he originally took, and these he had not parted with. The shares were passed through several hands order that it might not be known that the directors were selling shares. (Hear, hear.)
The loss which he had sustained was more than he would like, to say in that meeting.
The Edinburgh Evening News, 4th June 1886
1887 Special General Meeting
WEST LOTHIAN OIL COMPANY(LIMITED). A special general meeting of the shareholders of the West Lothian Oil Company (Limited) was held in the Faculty Hall, St George's Place, Glasgow, yesterday, Mr. R.T. Pattison, the chairman, presiding.
The CHAIRMAN, in moving the adoption of the report, said that he thought it right that the shareholders should have further information as to the value of their property. He therefore submitted a statement showing that they had on the ground first Houston coal, then the Fells seam of shale, the Broxburn and the Dunnet, and the new seam of shale supposed by some parties to be the Straiton or Burntisland seam. Of these shales the new seam was the best. It was equal to Broxburn in two ways, because it yielded as great a quantity of oil and the oil was of as good quality, and contained as much paraffin. It was superior to Broxburn because it yielded a much greater quantity of ammonia, and it was much more cheaply mined. The other seams were all good.
The Broxburn had been found in good form, equal to an average. The Fells was of excellent quality. The quantity as estimated by their mining manager that could be gained by their present mine was from 1,500,000 to 2,000,000 tons or 30,000 tons per acre. The Dunnet seam improved in quality. All that was independent of the great field of Houston coal and shale proved by an exhaustive bore to lie to the north, their total acreage being ten times that already referred to. They had also bored the commencement of an open cast with a face of 70 yards and a thickness of 15 feet, and that of better Dunnet shale than that found in the mine, and could be delivered at 1s 2d per ton. That would be useful in case of a strike or any other emergency. They had about 50 day's supply of shale ready broken at the retorts in case of accidents. The question now naturally arose how could they make use of this shale so as to convert it to money for the benefit of the shareholders. The directors proposed to accept the recommendations contained in the reports of Mr Thomson, and also of Messrs Norman & Sutherland, to put the refinery into perfect order, and also to erect additional retorts- the refinery to put through from 2,500,000 to 3,000,000 gallons of crude oil, and the retorts, besides supplying the refinery, to produce in addition from 1,000,000 to 1,500,000 of gallons crude oil, which they could easily sell.
To enable the directors to do that, and, to provide working capital, debentures to the amount of £20,000 were proposed to be issued, and he was willing himself to take a large share-say £2500. In view of the unduly heavy charge made by the patentees of Young & Beilby's retort they had been considering the question of the most approved retort for the addition they proposed to make at the works, and that subject would continue to have their earnest attention.
Mr HOEY, the secretary, in further elucidation of the report, said that the results anticipated from the more systematic working of the shale-field had been more than realised. As respected the various seams, he would begin first with the Dunnet seam. It was expected that an improvement in the working of that seam, which was strongly recommended, would result in an extra cost of 2d per ton of shale, and it must be satisfactory to the shareholders to learn that by means of various economies the directors had succeeded in effecting this improvement without a farthing of extra cost. The recommendation with regard to the Fell shale had also been carried out with equally good results, and equally inexpensively. But the chief improvement has been the working of the new seam which had been successfully opened. It had been vigorously developed, and since the report was issued had been shown to be much more valuable than at that date. In all the places it was lying from 5ft. to 6tft. in height. The cost of winning this very valuable shale would compare favourably even with the low cost of the greatly improved Dunnet shale, and that, he might say, was 9d or 1s per ton less than any other shale now in Scotland. No additional expense was entailed for winning this seam, as the appliances for working the Dunnet seam were equally available for working it.
The mining manager reported that he fully expected within three months to turn out at least 100 tons of this new shale per day. - The new quarry or open cast of Dunnet shale mentioned is the directors' report was being rapidly proceeded with, and the works manager reported that in a month it would be capable of turning out 100 tons a day at less than half the cost of the same shale in the mine, whilst the quality in open cast was still better than in this greatly improved mine working. It took time to obtain the full benefit of so great improvements, but it might be sufficient to say that although they were only at the end of four month's working of the new management, they had succeeded in reducing the cost of crude oil by twenty per cent. The practical manager looked for a further reduction of twenty per cent. by the month of January-making in all forty per cent. This new shale was equal to the Broxburn in some respects, and superior to it in others. It was twice the thickness, and vastly superior in quality. At first it was supposed to be the Barrack seam, but it was not so.
The credit of the success attained had in a marked degree been due to the Chairman, who had devoted himself to the interests of the shareholders as if the were his own. The present directors held over one-fourth of the entire concern, their friends and connections nearly as much. The chairman individually held one-ninth. The directors, he added, had never sold a single share of the company. On the contrary, they had added to their holdings, the chairman's last purchase being at the rate of £4 13s. The directors were satisfied that the £7 10s stated in the report was a very moderate present intrinsic value, whilst the future must be looked forward to with the hope of much better things.
Mr JOHN HOGG, Glasgow, seconded the motion of the chairman.
A SHAREHOLDER asked how this capital of £57,314 was made up.
Mr ROBY explained that in the last balance-sheet the capital was stated at £82,314, but from that was deducted the £25,000 written off, which left £57,314. To that sum fell to be added the arrears on calls and the amount of the fifth and last call, and these together brought up the total to £75,000, which was now the shareholders capital. In answer to further inquiries,
The CHAIRMAN stated that, as it was better to take the shareholders into their confidence, he would state that the new shale yielded 30 gallons of oil per ton, and 45lbs. of ammonia, and the cost of working was about 3s 3d per ton. It was quite true that the Dunnet shale yielded 21 gallons of oil, but it also yielded 40lbs. of ammonia, and that at the very low cost of about 3s 3d per ton.
Provost SUTHERLAND said it was with reluctance that he appeared that day, but after the perusal of the report, and the position he formerly held in the company, he would be wanting in public spirit and self-respect if he allowed the document to go forth without comment. He had neither been a bull nor a bear of the West Lothian stock, and he had all along had a deep interest in the prosperity if the company. The report led the public to understand that radical improvements and prodigious changes had been introduced into the management of the works. But Mr Fraser recommended that the thickness of the shale worked should be reduced, and that was being carried out by the old board when they were put out of office. Mr Fraser had also suggested that the Fells seam should be reduced to two feet, and that was put in force by the present board when they entered office, But within a few days that was found to be unprofitable, and at present the directors were working about four feet. Mr Fraser did not recommend any alterations in the system of working; it was simply a reduction of the thickness of the working, which recommendation had not been carried out in the Fells seam. He, therefore, most emphatically asserted that there had been no change in the system adopted by the present Board.
Provost Sutherland was proceeding to quote from the report as to the "unprofitable and useless expenditure which prevailed to so great an extent in the past," and to deny the statement, when .
The CHAIRMAN said he did not think it was needful to go into all this. It was only by small economies and careful management that the present directors had been able to do so much, but if the concern had been so well managed by the old board as Mr Sutherland assumed to think, how I did they come to lose £10,000 in fifteen months?
Provost SUTHERLAND appealed to their common-sense and justice to be allowed to proceed. The present board took credit for what they did not deserve.
A SHAREHOLDER asked how that could be reconciled with the price of the stock.
Another SHAREHOLDER declared it had risen from 60s to nearly £5 since the new board came into office.
Mr BROWN, one of the directors, asked the meeting to allow Mr Sutherland to go on, for he was just putting a string round his neck.
Provost SUTHERLAND said he was much obliged to Mr Brown, and would allow him to draw a string as tight as he liked.
Mr J. D. WALKER said the directors courted inquiry, and almost denied criticism. Everything had been done above board.
Provost SUTHERLAND said he had no wish to read the report- he only wished to make it clear-
Mr OGILVIE - Make your charges direct, and prove them.
Provost SUTHERLAND went on to contend that the practical experiments which had led to such valuable information before obtained were all set going under the old board, and besides, he affirmed that there had been no improvement in the quality That was mere pretence, and he only hoped the standard would be maintained. As to the reference to the Barrack shale he stated that its existence was known to the old board, but that it was not wrought because it was unprofitable.
The CHAIRMAN -This is quite a different shale,
Provost SUTHERLAND -That may be.
The CHAIRMAN -It is not the Barrack shale.
Provost SUTHERLAND said that it was stated to be the Barrack shale in the report, and that had not been the thought workable. But if it was not the Barrack shale, it was neither the Burntisland shale nor the Stratton shale, for that was the shale they were already working
Mr HOEY – You seem very anxious about the prosperity of the company?
Provost SUTHERLAND – I am
Provost SUTHERLAND said the previous board could not claim any merit over the old board for this so-called discovery of the outcrop. (A laugh.) It was known to the old board, and the question of working it had been discussed with the late manager, Mr McCallum, but it was thought that the surface water might get into the mine, and the expense of pumping the water out would he greater than the saving effected-. by working it. The opinion then was that it would be a very valuable reserve in the case of a strike. As to the statement that the troubles that affected the Broxburn shale had been got over, he did not believe it. It was a strong statement to make, and he challenged inquiry. He agreed that there had been a drop in the prices from last year, I but to some extent that part of the report was misleading.
Mr WALKER asked Mr Sutherland why, if the old board knew about the quality of the shale beyond the troubles, they did not use it, and whether it was kept in reserve for a purpose.
Provost SUTHERLAND declared that it was kept in reserve for no purpose, and that the present board only came upon it by accident.
Mr BROWN remarked that Mr Sutherland was going into things he had no right to meddle with at all. He found no fault with honest and fair criticism of the report, but he did not consider this was of that nature.
Provost SUTHERLAND then went on to maintain that no improvements had been made in the working of the concern by the new board, I that they were merely reaping the benefit of changes initiated by the former directors in the character of the retorts. The statements in the report were calculated to make the public believe that enormous changes had been made, and immense improvements effected by the new board. He denied this, and declared that there never was greater necessity for a committee of investigation than at the present time. He was glad to hear what Mr Hoey said about the shale, he believed they had a very valuable shale, but he thought the statement in the report that they were through their troubles with the Broxburn shale was not correct.
Mr HOEY - It is correct.
Provost SUTHERLAND, said it was of great importance if they were through their troubles. As to the new seam it might be very valuable, but it had not been tested.
Mr HOEY- That is quite untrue.
Provost SUTHERLAND-Has there been a section taken?
Mr HOEY- You must give us your authority if you say that that is not the case. You have been about our place.
The CHAIRMAN. Mr Sutherland seems to have a lot of spies about our works, and I am decidedly against such a thing. We are trying all we can to do justice to the company.
Mr WALKER, said he had always been friendly with Mr Sutherland, although he differed from him with regard to the management of the company, but when he charged the directors with making untrue statements he should give some authority.
Provost SUTHERLAND – The statement in reference to the Broxburn shale is not true.
A SHAREHOLDER. Give us your authority.
Provost SUTHERLAND - I am going to ask for an inquiry. .
Mr HOEY- And you are not going to get it.
Provost SUTHERLAND- You give no proof; it is mere assertion, Provost Sutherland held that when a statement was made and nobody denied it there was only one way of establishing the fact, and that was by inquiry, and he moved that before the report be adopted a committee of the shareholders be appointed to investigate into the truth of the statements contained in the report.
Mr JAMES ORR thought this amendment should not be seconded. He knew that Provost Sutherland had an interest in the company, but he could not approve of his proposal. He (Mr Orr) thought the report showed that they were on the road to success if they did not move too quickly. It would be unwise to increase their production with present prices, and any addition to their plant should be made out of revenue.
Mr BROWN, referring to the remarks of Provost Sutherland, said that until be joined the directorate, he had not been connected with the oil trade, but he had been connected for many years with a large commercial business, and a more loosely, a more slovenly, a more disgracefully managed concern than the West Lothian Oil Company when the present directors took it up he never came across in his life.
A SHAREHOLDER said that from the want of judgement, discretion, and other qualities which a business man should possess, which had been displayed by Provost Sutherland and his fellow directors, he was surprised that he should have had the audacity to tell them that the gentlemen who were now looking after their affairs were muddling them.
Mr HOEY said he took the full responsibility of the re-evaluation of the company's affairs. Provost Sutherland at the last meeting complained that the report of the shareholders' committee was not complete. The present report of the directors was not complete either, and it was, he thought, bad taste on the part of Mr Sutherland to come forward and make the statements he had done. Was one of the men who had meddled and muddled the concern till it was worth nothing and like to fall into the dark abyss to be compared to the persevering, active, hard work of the present board, by which the concern had been raised to its present position It was too bad to rob them of the honest fruits of their toil by casting these reflections on them. It was disgraceful. He could remind Provost Sutherland of some things, and among others of putting his name to a hill which he (Mr. Hoey) compelled him to retire. Provost Sutherland would have shown more taste and better judgement if he had simply kept his seat. He should not pretend to speak in favour of the company and at the same time doing all he could to damage it. He could assure the shareholders that when the directors took up the business it was absolute chaos. He had had a number of bad jobs through his hand, but never had such a job as that in his life.
Provost SUTHERLAND said he was prepared to leave all his actions in the hands of a committee to investigate. He was not ashamed of any transaction with which he had been connected in the company, and as to the bill to which Mr Hoey referred, he thought he did a very generous action for the company.
Mr. J. D. WALKER sympathised with Provost Sutherland coming to the meeting then finding himself so thoroughly out of harmony with it. It was natural for him to approach the discussion of this question with some prejudice, but what reflected upon the previous management was the stern logic of facts. After the ejection of the old board the shares were at 40s, and within a few months they were nearly half their value. Mr Walker went on to remark that as the new shale had not been named, it would be a graceful thing on the part of the shareholders, in recognition of the work the chairman had bestowed on the interests of the company, to call it the " Pattison shale." (Applause.)
The CHAIRMAN thanked the meeting for this honour, but he thought it right to say that in all his work he had been heartily aided by Mr. Cooper, the mining manager. The report was then approved of.
Mr. C. WRIGHT, Aberdeen, moved that in terms of the report of the directors the nominal capital of the company should be reduced from £100,000 in 10,000 shares of £10 each, fully paid up, to £75,000 in 10,000 shares of £7 10s fully paid up. Mr JOHN OGILVIE seconded the motion, which was agreed to.
The CHAIRMAN then moved that the directors have power to issue £20,000 of debenture bonds bearing interest at the rate of 6 per cent. per annum. The Chairman explained that this sum would not be all required, but it was thought better to take the powers now than be coming back to the shareholders. They would use every discretion in laying out the money. There were several alterations urgently needed in order to enable them to secure the advantage of a great reduction in the royalties, and besides some little money was needed to enable the concern to be carried on.
Provost SUTHERLAND said he would be inclined to second the motion if they limited the use of the money to the extension of plant.
Mr BROWN pointed out that the old board left their successors no money to carry on the business, and that was the reason it was now asked.
Mr J. D. WALKER seconded the chairman's proposal, which was agreed to. A vote of thanks to the chairman terminated the proceedings.
The Glasgow Herald, 6th October 1886
1887 Annual General Meeting
WEST LOTHIAN OIL COMPANY – A DISORDERLY MEETING.
The third annual meeting of the shareholders of the West Lothian Oil Company Limited was held yesterday in the Faculty Hall, Glasgow. Mr Robert T. Pattison, chairman of the company, presided, and there was a large attendance. The report which has already been published, was held as read. The directors were unable to declare a dividend.
The CHAIRMAN, in moving the adoption of the report, read a report regarding the seams of shale belonging to the company and their different capabilities. He said that matters were in a hopeful position and that everything was being done that could possibly be thought of to improve the position of the company. At present a spirit and low oil recovery apparatus was being fitted up. This was being done at small cost as there was almost the entire plant, pipes, stills, &c., on the ground. It was expected that about two gallons of spirits, as well as addition sulphate of ammonia, would thereby be recovered. Beside the shale seams the company had the Houston coal, it extended over a large area, and in thickness was about 3 feet 9 inches. A trial shaft had been sunk, and several tons taken out. It was good material and there were also 2 feet of smithy coal.
Mr FLEMING seconded.
Provost SUTHERLAND, Bathgate, formerly chairman if the company rose and said that before the report was adopted he wished to put several questions to the directors through the chairman. First of all, he wished to know how the debenture and loan account stood; what amount there was of the one, and what amount of the other.
Mr J. T. WALKER, Edinburgh, rose to a point of order, and asked if Mr Sutherland had the control of any of the shares of the company, and if so of how many.
Provost SUTHERLAND did not answer the question, but said he was quite well aware that there was to be opposition to his putting the questions which he desired to ask. He was present in his capacity as a shareholder, and an original shareholder into the bargain. If the chairman did not wish to answer the questions let him say so. He wanted to have the answer from the chairman and not from Mr. Walker
Mr. WALKER admitted that Mr Sutherland's question was one which any shareholder had a right to ask. Mr Sutherland did not seem to think fit to answer the question he had asked about his shares, so he would state a few facts about his holding. At the last meeting he was understood to hold 125 shares. These were declared forfeited, but were restored to him as an act of pure kindness on the part of the directors, and on this account he considered that Provost Sutherland was under a special obligation to the shareholders that they did not annex the price of the shares, as they were entitled to do. But how did Provost Sutherland pay the debt of gratitude which he owed them? Instead of endeavouring to do something for the company, he sold the major portion of his shares. He believed that only fifteen of them were remaining, and that these had actually been sold, although not delivered: therefore he had practically had no interest in the company, - though technically his name stood on the register. In these circumstances Mr Sutherland took upon himself to come there and talk about the management, to whom he had said be was going to give a good "dressing". It seemed to him strange indeed that they should have criticism of the kind intended. The directors courted criticism when it was or a fair character and was gone about those with a real right to criticise. He maintained that Provost Sutherland was not interested in the prosperity of the company as the other shareholders were, and yet he came there and posed, as he had been doing outside, as a man who was interested in the company. In the past he had done a great deal to damage its position. The sole grievance he had was the difference that characterised the management during his regime when compared with the current management. (Applause)
At this time, when there was such a crisis in the oil trade as prevailed, they required specifically to attend to their business without being obstructed by Mr. Sutherland. After the egoistical flood to which they had been subjected on the occasion of the last meeting; it was necessary that they should do something to ensure that they would not be interrupted in a similar manner on that occasion.
Provost SUTHERLAND was proceeding to address the meeting, when Mr Walker said he thought the case was a fair one for the application of the closure.
Provost SUTHERLAND questioned the accuracy of Mr Walker's statement of his position as a shareholder. He denied that he appeared there in virtue of certain shares which had been sold but not delivered.
Mr WALKER said he had been applied to by a stockbroker representing Mr Sutherland, asking the meeting of the company would be held and other information. Mr Sutherland's name was not mentioned at the time, it was true, but on pursuing his inquiries he found that there was no reason to doubt that the seller was Mr Sutherland - He certainly came there under false colours.
Mr SIEVWRIGHT, Aberdeen, as a businessman and a shareholder in the company, objected to time being wasted, as Mr. Sutherland was doing. His contradiction of Mr Walker's statement was not a contradiction which accorded with the knowledge of other shareholders. If he had any common sense, the weight of the words which had been used by Mr. Walker would have caused him to keep silent. He was sorry to have to speak to Mr Sutherland - a man older than he was himself - in that way, but it was warranted by the circumstances of the case. Every word Mr Sutherland had spoke only proved further how great a source of loss to the shareholders his connections with the company had been. He had owed the company £400 in respect of his shares. As soon as they were given to him he sold them, and then came there and said he appeared in the interests of the company.
Mr WALKER said that to prevent a continuance of the unseemly squabble he would move that Mr Sutherland should not be heard.
Mr. SIEVWRIGHT - seconded.
Provost SUTHERLAND - It is in the interest of the company -
Mr SIEVWEIGHT – How can it be in the interest of the company when you have sold all your shares? In the interest of the company he would second the motion.
Provost SUTHERLAND - I claim the right of reply to Mr.Walker (cries of "No" and hisses). You are acting just now to please the public.
Mr WALKER insisted that his motion be put to the meeting, and said that the egotistical vapouring with which he deluded people at the last meeting. Mr Sutherland said that they were afraid criticism. Criticism, forsooth, from such a quarter !
Provost SUTHERLAND - You are afraid.
Mr WALKER- If the newspapers will have the patience to publish letters from him I will undertake to answer then.
At this point, Mr. Mackay, writer (of Messrs Mackay & Macintosh), entered the hall, and shortly afterwards a policemen put in an appearance. Mr Mackay took a seat near the door. He was noticed by the secretary of the company (Mr. D. G. Hoey.) That gentleman at once loudly said-" You can't be here, sir." Mr. Sutherland continued speaking, but his remarks were not heard. Amid loud cries from him that the motion was not a legal one, it was put to the meeting and declared carried. Mr. Sutherland then appealed to the legal adviser of the company (Mr. Lockhart Thomson) to say whether it was competent to adopt such a motion.
Mr THOMSON said it was undoubtedly the case that a shareholder appearing on the register was entitled to make such comment, but it was quite competent for the meeting to decide not to hear such comments. (Applause.)
Provost SUTHERLAND, declared that the vote was illegal, and asked if he might be allowed to make a motion. The Chairman and Mr Thomson however, in view of the vote which had been take, ruled him out of order.
Mr WALKER -This man really ought to be turned out.
Baillie WALKER – Bathgate- I would say at once, if you do not sit down, sir that the policeman who has come into the hall should be asked to put you out. (Hear, hear) Meantime a conversation, which was audible over a considerable portion of the hall, had been going on between the secretary and Mr. Mackay, the writer, who had entered the meeting. The secretary endeavoured to get him to withdraw, the policeman putting in a word. Mr. MacKay, however, refused to leave, and after consultation between Mr Thomson, the secretary, and Mr. Walker, the last mentioned stood and said - "There is a trespasser here who has no right to be present at all. Surely if he has any common sense he will see that he is intruding and will withdraw. This is a meeting of the shareholders of the company and is private.
The SECRETARY – He holds no proxy to be present. He is the lawyer of our dismissed clerk.
Mr MACKAY - If the legal advisor of the company says I cannot remain, I do not wish to do so. I do not want to disturb your meeting.
Mr. THOMSON – If you have no proxy you have no right to remain.
Mr SIEVWRIGHT – I think any gentleman worthy of the name of a writer would have gone out.
Mr. MacKAY – You are quite mistaken. He then left the hall amid the groans of a few shareholders
Provost SUTHERLAND – I don't intend to occupy your time much longer
Mr. WALKER – Is this sort of thing to be allowed to go on?
Provost SUTHERLAND – I merely claim the same courtesy that you showed the gentleman who has just gone out
Mr. THOMSON – At this stage sir, you are not entitled to speak.
Mr. JAMES L. STEWART, who was stated to have been a bookkeeper in the employment of this company, said he had a question to ask
Mr. WALKER – What interest have you in the company. I move that you be not heard (Hear, hear)
The SECRETARY – This is just an attempt to disrupt the meeting.
Mr. WALKER (to Mr. Stewart) - Your position is this, while you were in our employment 15 shares were given to you to help you do well in the interests of the company
Mr. GIDEON BROWN – Perhaps some of the shareholders here are not aware of the organised attempt to disturb our meeting, may think that we are dealing harshly with our old chairman and our old clerk. It is not very often that I bring private letters before a public meeting, but I can hardly resist giving a specimen of the kind of chairman the gentleman was whom we formerly had.
Provost SUTHERLAND – Will I be allowed to answer (cries of "No, no") There is a mean-ness about this which hitherto has not been known in Scotland.
Mr. BROWN – I don't want to copy the tactics of my friend Provost Sutherland, and will put the letters in my pocket.
Provost SUTHERLAND – Court inquiry
Mr BROWN – Will you allow me to read the letter then
Provost SUTHERLAND – If I am allowed to answer it
A SHAREHOLDER suggested that the matter had lasted long enough and that the business should be allowed to proceed.
Mr BROWN remarked that it had certainly lasted long enough. The directors courted bona fide criticism. He thought it right however and second the motion that Mr. Stewart be not heard. He was reluctantly driven to follow other courses The motion was then put to the meeting and nearly everyone in the hall declared in favour of it.
The CHAIRMAN – If any other shareholder wishes to ask questions now is the time to do it.
Provost SUTHERLAND – You should say questions favourable of the company.
Mr WALKER (vigorously) – Surely that man should be turned out !
Provost SUTHERLAND – Beg your pardon, Mr Walker.
Mr THOMSON – Is it the feeling of the meeting that the report be adopted. (Cries of "Agreed")
The CHAIRMAN, replying to Mr Gray, Mid Calder, said it was the wish of the directors that some arrangements be made with the Scotch oil companies for the purposed of regulating the trade. Negotiations had been far advanced but they had fallen through on account of the refusal of one company to agree to them. As far as their own company was concerned, he had no hesitation in saying that it was at the top of the tree.
On the motion of Mr Bailie WALKER, Mr. Pattison was re-elected a director
Mr WALKER, speaking of the prospects of the company, said its position was in marked contrast in every possible way with that in which it was when the previous directors were in power.
THE SECRETARY, in answer to a question, said that the matter of the recent legal action regarding the alleged damage to a farmer's crop by the gases emitted from the works was before the Scottish Mineral Oil Trade Association. The decision which had been given by the County was not thought to be well-founded, and a small committee had been appointed to consider what action should be taken in the interest of all the companies.
Mr. SWORD said that the chairman had stated that the company was at the top of the tree. He wished to know the profit at which they were working.
The SECRETARY confessed he did not quite understand the question. On his part, he inquired what company was working at a profit just nor. (A Voice - " Young's." Laughter.)
The CHAIRMAN We are giving you fair information when we tell you that we can make crude oil at 1d per gallon.
THE SECRETARY said he had no hesitation in saying that, after writing off a sum, as they had been accustomed to do, for maintenance of retorts and a large sum more working expenses, they were at least making 71/2 percent, and he did not know any company which was doing the same thing.
Mr SWORD declared that the answer was very satisfactory indeed, and inquired if there was any likelihood of an interim dividend being paid if they continued to make 7.5 per cent. During the summer
The SECRETARY – None whatsoever. That is a question which the directors consider an unreasonable one. Don't go and lay the flattering unction to your soul that we will make 7.5 per cent during the summer. I don't know what we will do. All we can say is that the chairman has discovered a large field of shale which is very productive of ammonia and scale, two very remunerative products. The capacity for dividend if a fourth bench of retorts were erected would be increased to to 10 per cent.
The CHAIRMAN said that he was so satisfied that the company would prosper that he had taken £3500 worth of debenture stock, The auditors were afterwards re-elected. As the meeting was separating,
Provost SUTHERLAND asked if his dissent had been recorded.
Mr WALKER- Pay no attention to him.
Provost SUTHERLAND- Well I will take steps elsewhere
The proceedings then terminated.
The Glasgow Herald, 28th May 1887
1888 Annual General Meeting
WEST LOTHIAN OIL COMPANY.- The report of the directors of the West Lothian Oil Company for the year ending 31st March last states that the balance at credit of profit and loss account is £319, after charging £655 on interest on loans and debentures, £2997 for repairs and maintenance,and £557 for capital depreciation.
The works are now completely furnished with appliances for giving refined products of the best quality. During the past four months all expenditure has been charged against revenue, and the directors hope to require little or no further capital outlay. The erection of a new bench of retorts enables the work to be carried out on a smaller percentage of cost, and the refinery now receives a full supply of oil and can be worked to its full capacity instead of partially as hitherto.
The prices of shale products during the year under review have been lower on and average than in any former year. There was however much irregularity in prices and the directors regret that large contracts were entered into when rates were lowest, and that the company in consequence, derived little benefit from the better prices which were current during the latter part of the year. This improvement in prices has been in part maintained and, at current prices, the business of the company can be conducted with a prospect of a fair return to the shareholders in the future. The directors regret that for the past year there can be no dividend.
The Edinburgh Evening News, 6th June 1888
1889 Annual General Meeting
WEST LOTHIAN OIL COMPANY. -The annual meeting of the West Lothian Oil Company was held in Glasgow yesterday afternoon – Mr. R.T. Pattison, Edinburgh, chairman, presiding. The report stated that the directors regarded that for the past year there could be no dividend.
The chairman pointed out that, retorting at the beginning of the having been unsatisfactory, reconstruction had been necessary and the improved position of the company was largely due to work done since the alteration had been effectual. Having acquired large shale territory adjoining the present fields, they now possessed sufficient shale for any possible number of years. The report was unanimously adopted
The Edinburgh Evening News, 12th June 1889
1890 Annual General Meeting
WEST LOTHIAN OIL COMPANY - The report of the directors of the West Lothian Oil Company for the year to 31st March last states that after deducting for maintenance and repairs the sum of £4429, the balance at the credit of the profit and loss account, including £1143 brought forward from last year, is £4784, from which have been deducted: interest on debentures and loans £1132: depreciation, £3000 - £4132, leaving a balance of £631 to be carried forward.
The directors were sorry that for the past year there can be no dividend. For some years the supply of shale has been taken from the Dunnet and the Pattison seams, but a fortunate discovery was made of the existence of good Broxburn shale extending over a wide area, and a mine has been opened which is already yielding nearly 100 tons of it daily. The quantity will be steadily increased. A new mine has also been opened into a large field of Dunnet and Pattison shales. Part of the cost of these mines and their machinery has been charged to capital expenditure, which amounted in all to £4848
The Edinburgh Evening News, 7th June 1890
1891 Annual General Meeting
WEST LOTHIAN OIL COMPANY. The annual meeting of shareholders of the West Lothian Oil Company was held yesterday in the office of company, St. Vincent Place – Mr. R.T. Pattison presiding. The report by the directors, which has already been published, was held as read
The CHAIRMAN in moving the adoption of the report said – At our meeting a year ago I spoke of our expectation of getting a supply of shales of a superior class to those we had been using, but, as the report will inform you, serious troubles were met with in the Broxburn mine which interfered with the quality of the sale, and ultimately made it prudent for us to delay the development of the mine in the meantime. The importance of using the best shale obtainable on our ground had led us to venture upon the opening up of the Fells Pit after the fullest inquiry and consideration. The amount of work has been considerable, but it has been carried on with determined energy and you will sea that we state the daily output already at 130 tons. Our desire is to keep entirely on the safe side in such statements, but the workings are giving us a daily quantity already in excess of 130 tons. The output of the Fells shale yesterday was 165 tons, and we expect to keep up this average, and to increase the quantity every three weeks till we reach our full requirements, which are about 450 tons daily.
The following is our mining manager's report: " A year ago we were opening up a new mine in the Broxburn seam at at that time it showed a good prospect of giving a good supply of shale, but as work went on we found troubles on both sides of the mine which stopped the supply of this shale. We cut through the trouble on the west side and found the shale again, but as we were by this time pushing on with the reopening of the Fells pit. I consider it was better to let Broxburn mine stand alone and devote ourselves to getting out Fells shale alone. It is the best shale to work at present. We have got into position to take out over 200 tons of Fells per day. We have machinery for taking out 400 daily and I have no doubt in stating that we will be able to have out daily supply from Fells Pit alone in three months time. I may say that the engine-power at Fells pit is ample for 500 or 600 tons per day when we have arrangements completed for pumping water and these are in prospect. There is old machinery on the ground at present in good condition which will be erected for pumping forthwith.
The shale in the Fells seam is proved by workings to be good form over a large extent of ground and the quantity of this shale in our ground is estimated to be 2.5 million tons, equal to about 30 years supply at our present rate of consumption. I may also say that we have the quantity of Broxburn shale, and that there is machinery placed suitable for taking out 300 tons Broxburn daily, and this machinery could easily be increased. We have made careful test on the Fells shale and have found the yield to be not less that 10 gallons per ton more that the average yield of shales used during the year just closed.
The shale is the same as the Pumpherston Company are opening up at their new property at Seafield, which adjoining our ground, and they estimate the yield at a higher figure that I have ventured to state. As to the the cost, it will be similar to the cost of the past year's running, and we hope that the retorting of this shale will require less fuel that our present shales. We may safely say that the extra gallons will be got without extra cost and the value of this to the company may be seen when it is remembered that our throughput of shale is over 120,000 tons per annum.
The larger quantity of oil too, will have to reduce the cost per gallon for refining. In our report reference is made of water supply to the refinery. The pit from which our supply had been got for some years suddenly stopped working, and we had to form reservoirs to gather a supply of drainage. The quantity likely to be got in this way can be understood when it is stated that a few heavy showers which fell three weeks ago between 2pm of a day and six o'clock the next morning gave us a fortnight's supply. In any weather such as we have had since the company started till this year there would have been no difficulty, but this season has been quite exceptional in the lightness of the rainfall. We may have sufficient water yet this season from drainage to fill the reservoirs,but with the summer at hand, it was considered prudent to arrange also to reset a supply by pumping. The pumping has to be done from a distance of a mile abut the cost for machine &c. has been kept at the lowest possible figure but using old plant where possible, and we have now a supply of water to fall back upon which will keep the refinery from all danger in this direction, This year's working had been disappointing as is the oil trade generally, and most that has been accomplished by the companies has been to keep their ground. We are in no worse position that this, but the yields of the shale were so poor that they affected our balance adversely. In this there is consolation that if we had better shales we will have better results. As already stated, we are getting better shales from the Fells seams, it is safe to say that the outlook for the current year is hopeful. I beg to move adoption of the report.
Mr CAMERON seconded the motion which was unanimously agreed to.
Mr WILSON, of Restalrig moved that Mr. Patison, the chairman of the company, be re-elected a director. In doing so he remarked that there seemed to be no doubt at all that this new shale was one which yielded well. Not only did it promise something like 30 gallons a ton of oil, but also a fair proportion of sulphate of ammonia. He had heard from sources outside the company that no concern in the country had shale at such a low price as the West Lothian could produce it. With this cheap shale and with a product such as was now spoken of there could be no question that with proper management they would hear next year a very different tale for that to which they had just listened.
Mr. ROBERTSON seconded the motion, which was at once agreed to.
The meeting then separated
The Glasgow Herald, 19th June 1891