Leney sells to Frederick Leney & Sons (1896)

Post date: Apr 03, 2014 1:20:31 PM

In preparation for the public flotation of the business Augustus Leney (Vendor) sold assets to Frederick Leney & Sons, Limited (the Company) under an agreement dated 17th January 1896 which is to be found in Kent Archives (reference U3555/2/L/Ba1/2). The following is a summary of the agreement, a useful description of the business at that point in time.

Memorandum of Agreement made the 17th day of January, 1896 between AUGUSTUS LENEY, of The Orpines, Wateringbury, in the County of Kent, Brewer (hereinafter called the Vendor), of the one part, and FREDERICK LENEY & SONS, Limited (hereinafter called the Company) of the other part, whereby it is agreed as follows:-

1. Vendor shall sell and the Company shall purchase-

First- The goodwill of the business of Brewer and Malster hitherto carried on by the Vendor at the Phoenix Brewery , Wateringbury , aforesaid, and of the business carried on at the Gas works, hereinafter mentioned together with the Brewery, Maltings, Gas Factory, Farm Lands and hereditaments mentioned in the 1st schedule hereto, together with the trade fixtures, machinery, fittings, furniture, loose plant and rolling stock, stock of malt, hops, beer, live and dead stock, growing crops and other effects in or upon the property described in the said 1st schedule or belonging to the Vendor in connection with his business, or as occupier of the said farms, as on the 31st day of July 1895, and also the book debts then due and owing to the Vendor resulting from carrying on the said businesses, or either of them, and the cash at bank or in hand , as appearing by the books of the said businesses as at that date.

Secondly-The licensed trade houses, and hereditaments mentioned specifically in the 1st and 2nd parts of the 2nd schedule, with all chattels therein belonging to the Vendor.

Thirdly- The stores at Chatham, Tunbridge Wells, Eastbourne and London described in the 1st and 2nd parts of the 3rd schedule hereto, with all chattels therein respectively belonging to the Vendor.

Fourthly -The freehold house and hereditaments described in the 4th schedule hereto, the house being known as the Orpines, and now in the occupation of the Vendor as a private residence.

2. The consideration shall be the sum of £235,000, which shall be satisfied by payment to the Vendor or his nominees of the sum £135,000 in cash , and the allotment of to him, or as he may direct, £25,000 in 2,500 £5 per cent cumulative Preference Shares of £10 each, fully paid in the Company, numbered 1 to 2,500 inclusive, and 7,500 Ordinary Shares of £10 each, fully paid in the said Company, numbered 7,500 to 15,000 inclusive.

3. The property is sold subject to all existing tenancies and tenant rights, and all tithes and tithe rent charges, quit rents, rates and assessments, rights of way and easements, but the vendor will pay and discharge all mortgages thereon. The sale shall take effect as a sale of a going concern as on the 31st day of July 1895, and as from that date the Company will pay all outgoings, including any payments made under contracts previously entered into for the acquisition of property included in this sale, and all money expended in improvements, and shall dopt all dealings and contracts which have been entered into since that date; and as from that date the businesses including the farming of any lands in hand shall be deemed to have been carried on in the event of completion, and as between the parties hereto, for, and on account of the Company, provided that the vendor shall be entitled in lieu of profits and interest, from 31st July 1895 , to the day fixed for completion, to an agreed sum of £8,000.

4. The Company shall accept the title of the vendor to all the property hereby agreed to be sold without investigation.

5. As further consideration for the said sale, the Company shall assume all trade liabilities of the vendor in connection with the said businesses, or in connection with the said Gas Factory and farm land in hand (other than those in 4th Schedule), or in connection with repairs, as on the 31st day of July , 1895, being liabilities appearing in his books as incurred prior to that date, whether subsequently paid or not, and which are estimated at the sum of £13, 350 5s. 3d.

6. The purchase shall be completed on the 25th day of March, 1896, whereupon,the Company shall allot the said shares to the vendor, or as he may direct, and shall pay to him the said sum, including the agreed sum of £8,000; and the vendor and all other necessary parties shall execute and deliver to the Company proper conveyances of the said freehold hereditaments, and also deliver to the Company assignments of the leasehold hereditaments capable of assignment and declarations of trust of leasehold hereditaments, for the assignment of which necessary licenses to assign cannot be procured together with proper assignments of chases in action, and chattels, comprised in the sale, and not capable of delivery, and will at the same time give up vacant possession of all hereditaments in hand other than the hereditaments described in the 4th schedule, and deliver up all property capable of delivery.

7. As further consideration for the said sale the Company shall pay and indemnify all costs, charges and expenses of the vendor, including those of his mortgagees, of or incident to this agreement, or carrying the same into effect, including all valuations, stock-taking, reconveyances, deeds and assurances, stamps and preliminary expenses of the Company and the registration of this contract.

8. The sale shall include all books and documents relating to the businesses and property sold, and all licenses, trade secrets, trade marks, and patent rights, if any, and current policies against loss or damage by fire.

9. If for any reason other than the wilful default of the Vendor, the completion shall be delayed beyond the 25th day of March, 1896 , the Company shall as from that date until completion pay to the Vendor, interest upon the said sums of £135,000 and £8,000 or so much thereof as shall remain unpaid, at the rate of £4 per cent per annum.

10. As to the freehold premises and land known as the Orpines, situate at Wateringbury, aforesaid, and for some years past in the personal occupation of the Vendor as a residence , the vendor shall be entitled to continue his occupation thereof as tenant, so long as he shall think fit, he continuing to be a Director, at the yearly rental of £130 per annum, commencing from the 1st day of August , 1895, determinable on the part of the Vendor at any quarter day on six calendar months notice in writing to the Company, the Vendor keeping the same in repair and paying all outgoings and maintaining the land in a good state of cultivation.

11. The Company shall cause this agreement or some other sufficient agreement to be filed with the Registrar of Joint Stock Companies, at or before the issue of the Shares mentioned in clause 2 hereof, so as to comply with the 25th section of the Companies Act, 1867.

THE SCHEDULES

Ist schedule above referred to

1. THE FREEHOLD BREWERY, with the messuage or tenement, offices, stores, cellars, , yard, garden and premises belongng thereto, comprising in the whole 1 acre (more or less), and known as the "PHOENIX" BREWERY, Wateringbury, aforesaid.

2. TWO FREEHOLD MALTINGS and twelve Cottages, situate at Nettlestead in Wateringbury, aforesaid

3. LAND, comprising 12A. 0R. 37P. (more or less) with stables, gasholders and buildings thereon, adjoining the said Brewery premises.

4. LAND, comprising 6A. 2R. 37P. (more or less), near Bow Bridge, in the Parish of Yalding, in the County of Kent.

5. FREEHOLD PREMISES used as a Gas Factory and Coal Store, situate at Wateringbury, in the County of Kent.

6. SIX FREEHOLD COTTAGES in the rear of the above.

7. FREEHOLD FARMS known as Orpines Farm and Pelicans Farm with the messuages, cottages, stables and buildings thereon, situate at Wateringbury in the County of Kent, comprising with the premises in the 4th schedule hereto 110A. 3R. 17P, , more or less.

8. 14 ACRES OF LAND adjoining "Bridge House", P.H., Yalding, and held with the said P.H. as mentioned in No. 159 of the 2nd part of 2nd Schedule hereto.

2nd schedule above referred to

[see attached summary on excel spreadsheet (to facilitate mapping/sorting) of 164 properties- more information on original which has not been transcribed ]

3rd schedule above referred to

STORES

1st PART

165. FREEHOLD STORES AND STABLES, late Calvery Brewery, Goods Station Road, Tunbridge Wells, adjoining the beerhouse and cottage No. 159 in the 2nd schedule hereto.

2nd PART

166. STORES AND CELLARS at Tunbridge Wells, in the County of Kent, held under Lease dated 18 , for 14 years from 1888, at £10 per annum.

167. STABLES, COACHHOUSES, AND YARD, near Gundalph Road, High Street, Chatham, in the County of Kent, held under Lease dated 5th May, 1892, for 14 years, from 25th March, 1892 at £42 per annum.

168. MESSUAGE AND PREMISES, known as 26, Bourne Street, Eastbourne, in the County of Sussex (with off-licence shop, No 155 in 2nd Schedule), held under Lease dated 29th March, 1895, for 21 years from 25th March , 1895, at £70 per annum.

169. OFFICES, no 26 (formerly 13) , London Road, Tunbridge Wells, in the County of Kent, held under Lease dated 2nd April, 1878, for 25 years less 10 days, from 25th March, 1878, at £70 per annum.

170. 57 (formerly part of 61) High Street, Chatham in the County of Kent, and wharf, held under Lease dated 31st December, 1873, for 42 years, from 25th December, 1872 , at £50 per annum.

171.182 Brompton Road, in the County of Middlesex, held under Lease dated 29th January, 1886, for 16 3/4 years less 21 days, from 25th December, 1885 , at £180 per annum.

4th schedule above referred to

ORPINES

172.FREEHOLD MESSUAGE known as Orpines, with stabling, out-buildings, gardens, pleasure grounds, meadow and appurtenances thereto belonging, comprising eight acres more or less, situate at Wateringbury, in the County of Kent, and now in the occupation of AUGUSTUS LENEY.

IN WITNESS WHEREOF the Vendor has hereunto put his hand, and the Company has caused its Common Seal to be affixed the day and year first above written.

Signed by the Vendor in the presence of

HERBERT F. WHYMAN

Brewers' Clerk,Wateringbury AUGUSTUS LENEY

The Common Seal of the Company was affixed

hereto in the presence of

EDWARD LENEY

HERBERT GREEN Directors

ALFRED SHARMER, Secretary