PARRY W. BELLOT & CO. (1972) LTD.
A copy of the Prospectus has been
Registrar of Joint Stock Companies.
The consent of the Financial Secretary
issue of shares offered for subscription in
Prospectus has been obtained.
The list of applications will be opened
a.m. on Wednesday, 27th. December, 1972 and wi
closed at 12.00 noon on Saturday, 31st. March,
PARRY W. BELLOT & CO. (1972) LTD.
(Registered as a Company Limited by shares under the
Companies Ordinance (Cap. 318 of the Laws of Dominica
1961) the 23rd. day of November, 1972. The Promoters
are presently the Directors of the Company.
SHARE AND LOAN CAPITAL
Issued and now to be issued $500,000 Ordinary shares of $100 each
Apart from the above the company has no Mortgages, Debentures, or other
loan capital outstanding. The promoters have, however, agreed in principle
to purchase the Bello Factory at Castle Comfort complete with surrounding
land and equipment. The factory is being purchased as a going concern so
that there will be manufacturing and trading proceeding from the outset,
even prior to the setting up of the equipment for the main grapefruit exp-
ansion. Understandings have also been made to allow certain international
concerns to partake in share equity and/or to pack certain products under
their brand name in the interests of securing the market.
APPLICATION FOR SHARES
Application for shares must be made on the accompanying form and be
lody, with the Company's Bankers, Barclays Bank International Ltd. Roseau,
Royal Bank of Canada and the Cooperative Bank, Roseau together with the
full amount for each share applied. Cheques should be made payable to
Barclays Bank International Ltd. "A/C Parry W. Bellot & Co. (1972) Ltd."
Royal Bank of Canada "A/C Parry W. Bellot & Co. (1972) Ltd." or Dominica
Cooperative Bank "A/C Parry W. Bellot & Co. (1972) Ltd." Agencies &
Insurance Brokers Ltd. have been appointed agents to solicit and accept *
share purchases for a commission fee of li%.
If any application is not accepted the money paid on application will
be returned. If any application is accepted for a smaller number of shares
than applied for, the money paid on application will be appropriated to-
wards the amounts payable on allotment and the surplus, if any, will be
returned to the applicant. When more than one person jointly or severally
buys a share, all names will be entered on the share certificates. There
will be special provision for small grapefruit suppliers to purchase shares
from the proceeds of the sale of fruit. A minimum of 50% of the issued
shares will be reserved for Dominican Grapefruit Growers and a maximum of
30% will be allowed for non-Dominican firms or individuals. This will be
reviewed after three years.
The total issue is of 5,000 Ordinary shares of $100 each at $100 per
share payable in full.
DIVIDEND, CAPITAL, AND VOTING RIGHTS
The fc 'owing is a summary of the rights attaching to the shares in
the capital c" the Company and of the limitations upon further borrowing
and the creation of new shares.
Apart from the qualifying shares of the original subscribers, the
shares now to be issued are the first issue of the Company and members will
participate in any dividends declared by the Company from time to time in
proportion to the number of shares. If at any time the capital, by reason
of the issue of preference shares or otherwise, is divided into different
classes of shares, all or any of the rights and privileges attached to each
class may be modified, abrogated or dealt with either with the consent in
writing of the holders of not lesc than three-fourths of the issued shares
of that class or by an extraordinary resolution passed at a separate general
meeting of the holders of shares of that class.
Every question submitted to a meeting shall be decided, in the first
instance, by a show of hands, and in the case of an equality of votes, the
Chairman shall both on a show of hands and on a poll, have a casting vote
in addition to the vote or votes to which he may be entitled as a member.
On a show of hands every member in person shall have one vote, and upon a
poll every member present in person or by proxy shall have one vote for
every share held by him.
RETURN OF CAPITAL
Assets available for distribution to members on liquidation or other-
wise shall be distributed as nearly as may be in proportion to the paid up
BORROWING AND CREATION OF SHARES
The Articles empower the Directors at their discretion, to borrow and
secure the payment of sums of money for the purposes of the company by the
issue of bonds, debentures, debenture stock, mortgage, charge or other
security on the undertaking or the whole or any part of the property of the
company including uncalled capital.
PAST PERFORMANCE OF COMPANY
AVERAGE ANNUAL PRODUCTION
Mammy Apple Jam
Hot Pepper Sauce
Bay Oil (June Nov. 1972)
Passion Fruit Juice
The company has also in the past been involved in fresh fruit
exports as well as general trading in Bay Oil. It also
operated the wholly owned subsidiary, Dominica Handcrafts Co.
TECHNICAL & ECONOMIC ANALYSIS OF PROJECT
GRAPEFRUIT JUICE & SEGMENT PROCESSING
Bello Factory (now being independently assessed)
Processing Equipment (including assemble)
Other Mechanical Equipment
Vehicles (2 trucks, 1 van)
Factory Building INcidentals
Additional Land Purchase
New Storage Building (4000 sq. ft. x 15 ft.)
ANNUAL OPERATING COSTS
sugar, cans, cartons, chemicals
steam generation, electricity, petrol
SALARIES & WAGES
Lab Technician, typist, stockkeeper
Auditors (monthly machine)
Plant operators & Vehicles
Plant Maintenance, Ins. etc.
Telephone, licences, stationery etc.
Wastage (fruit & materials)
72,000 GALS JUICE OR 24,000 A2 cases @ $9.00 =
900,000 TBS. SEGMENTS OR 30,000 A2 Cases 9.50 =
NET EARNINGS (Profit)
The Prospectus is essentially based on processing Dominica's current prod-
uction of Grapefruit and the annual increase in same which is almost sure
to ensue. The advantages to this project are many:-
1. To provide a market for the surplus grapefruit available
in Dominica usually about 60% of any current crop.
2. To provide a realistic alternative to farmers who are grad-
ually withdrawing from bananas.
3. To diversify and broaden our basic agricultural economy.
4. To provide valuable export earnings and thereby improve
Dominica's balance-of-payments position.
5. To provide a significant avenue for employment.
6. To give Dominican growers a say in the processing and
marketing of their primary products.
7. To use this project as the first stage in a gradual move to
process most of Dominica's other surplus fruits, including
oranges, guavas, peppers, passion fruit, mangoes, pears,
bananas, breadfruit and other fruits in commercial quantities.
The site of the factory will be at Castle Comfort (1 mile from Roseau).
It will consist principally of the present Bello Factory but an additional
half acre of adjoining land is being purchased to provide the expanded
storage space required. The new grapefruit equipment and office facilities
will be incorporated in the present factory structure.
BANKERS AND AUDITORS
The bankers of the Company will be Barclays Bank International Ltd.
Bovell & Skeete are to be appointed Auditors of the Company.
The present owner of the Bello Factory, Mr. C. A. Bellot will be
retaining $30,000 worth of shares or 6% of the total shares in the Company.
The takeover of the present factory by the new company will be as soon
as $200,000 has been raised in Share Capital or after a decision of the
Directors, whichever is sooner.
Provision has been made for the allocation of 2% of the total shares
to persons responsible for promotional work.
It is expected that a substantial : i of ihe grapefruit juice will
be sold within the CARIFTA area. The ,;ra.eiruit negmcnts and the balance
of the juice will be sold by contract in the U.S. and/or the UK Europe.
Negotiations have already commenced regarding possible marketing under an
international brand name.
It is generally known that fruit processing is not a high-profit line.
However, there can be substantial returns if high volumes are operated.
This is what is envisaged for this project. Just under 1600 tons of grape-
fruit annually is expected to be processed (though the equipment to be pur-
chased can accommodate 2,500 tons) in the first three years, and the proj-
ected manufacturing costs reflect this estimate. This totals $411,900.
v sus anticipated nett sales of $504,000. The difference results in nett
e, nings (profit) of $92,100 representing just over 22% of operating costs.
Ho .ever, the nett earnings will be reduced by the amount of interest on any
money borrowed for operating costs or equipment purchase.
Parry R. Bellot, Roseau, Dominica Manager -
E. R. I. Shillingford, Snug Corner, Dominica Attorney
J. B. Charles, Wallhouse Estate, Dominica Banker
C. A. Bellot, Roseau, Dominica Business
C. J. L. Dupigny, Ridgefield Estate, Dominica- Farmer
DATED this 21st. day of December, 1972
(The above and Messrs. Agencies & Insurance Brokers Ltd. can be
contacted for any further information required.)
APPLICATION FOR SHARES
PARRY W. BELLOT AND COMPANY (1972) LIMITED
CASTLE COMFORT, DOMINICA
I/We hereby subscribe for shares in the capital
stock of your Company at the price of $100.00 per share
upon the terms and conditions contained in the Company's
Prospectus dated Thursday, 21st. December, 1972.
I/We hereby agree to accept the same or any less number
of shares that may be allotted to me/us and, I/We auth-
orise you to place my/our name (s) upon the register of
members of the Company in respect of the shares allotted
I/We enclose a cheque Postal Order Money Order -
Bank Draft in the sum of $
Dated the day of 19
* NAME IN FULL (Block Letters)............ ......,...........
FULL ADDRESS ............................................
* As it is desired to appear on share certificate and
Application for shares should be forwarded to:
Barclays Bank International Ltd. Roseau
or Royal Bank of Canada Roseau
or Dominica Cooperative Bank Roseau
or Agencies & Insurance Brokers Ltd. Roseau
Accompanying cheques should be marked:
"A/C PARRY W. BELLOT & CO. (L972) LIMITED."