Nernst Electric Light, Limited. Initial public offering.
The Times. Monday, February 27, 1899
Mr. James Swinburne, M.I.C.E., Vice-President Institution of Electrical Engineers, London, says :-- "Nernst's Lamp is, in my opinion, the greatest invention in Electric Lighting, since the infancy of the industry."
The Subscription List will Open To-Day (Monday), the 27th day of February, 1899, and will Close for Town on Tuesday, February 28th, and for Country and the Continent at 10 a.m. on Wednesday, March 1st.
(Incorporated under the Companies Acts, 1862 to 1898.)
Capital ... ... ... ... ... ... ... ... ... ... £320,000,
140,000 Preference Shares of £1 each, and
180,000 Ordinary Shares of £1 each ;
The Vendors taking the whole of the Ordinary Shares, fully paid, in part payment of the Purchase Price.
The Preference Shares will rank as to Capital in priority to the Ordinary Shares, and will be entitled to a Preferential Dividend of 7 per cent. (non-cumulative) and, further to a pro rata share of any profits it may be determined to distribute after 7 per cent. has been paid on the Ordinary Shares and provision made for a Reserve Fund.
The Memorandum of Association provides that no Debenture Stock can be created to rank in front of the Preference Shares except by resolution passed by a majority of not less than three-fourths of the Preference Shareholders at a Special Meeting convened for that purpose.
There are now offered for subscription 115,000 Preference Shares.
5s. on Application 5s. April 1st, 1899
5s. on Allotment 5s. May 1st, 1899
Sir Henry C. Mance, C.I.E., Past President of the Institution of Electrical Engineers, Director of the Electric Construction Company, Limited, 32, Earl's-court-square, S.W. (Chairman).
J. G. Dalzell (Chairman "Black and White"), 65, Ashley-gardens, S.W.
B. M. Drake, M.I.E.E., Messrs. Drake and Gorham, Electrical Engineers, 66, Victoria-street, S.W.
J. Geoffrey Fort, Forest-lodge, Ashtead, Surrey,
B. Zusman, 4, Drapers'-gardens, E.C., Directors of "Nernst Lamp, Limited."
Scientific and Technical Advisor.
Dr. Walther Nernst, Professor, Goettingen University.
James Swinburne, M.I.C.E., Vice-President of the Institution of Electrical Engineers, London.
Barclay and Company, Limited, 54, Lombard-street, E.C., and Branches.
Solicitors to the Vendors.
Guedalla and Cross, 21, Essex-street, Strand, W.C.
Solicitors to the Company.
Budd, Johnsons, and Jecks, 24, Austinfriars, E.C.
Alexander Wilson and Sons, 11, Birchin-lane, and Stock Exchange, E.C.
Deloitte, Dever, Griffiths, and Co., 4, Lothbury, E.C.
Secretary and Offices (pro tem.).
William Chaplin, 130, Dashwood-house, London, E.C.
This Company has been formed to acquire and work in the Countries mentioned hereafter the Patent rights (free from any royalty) of the Nernst Electric Lamp, which will, it is claimed, occupy the same position in electric lighting as the Welsbach burner in gas lighting.
It has long been known that to render the electric light cheaper a new form of lamp was necessary, which would utilize to better advantage the electric current, and this is the function of the Nernst Lamp.
Nernst's invention consists in the use of a rod of highly refractory oxide instead of carbon as a light-giving body in incandescent lamps. Such materials are insulators when cold, but when heated are conductors, and as they stand a much higher temperature than carbon they can be run at a much higher electrical efficiency. As the oxides are not consumed, a vacuum globe is unnecessary.
Large Nernst Lamps contain an electrical heating hood, to get the rods hot enough to begin to conduct. As soon as the rod takes the current the hood is cut out of the circuit automatically. The rod itself, with the two wires on which it is mounted, is easily replaceable. In smaller lamps the movable hood is replaced by a stationary heater, so that the lamp is cheaper and simpler.
Small lamps can be sold at an exceptionally low price without automatic lighters, merely entailing the slight trouble of lighting with a match. Such lamps are specially useful where great cheapness is important; thus solving the problem of the poor man's electric light. When preferred even the smallest lamps can be made with automatic lighters.
The Nernst Lamp is not only very efficient, but it can be made to work on high electrical pressures, as the specific resistance of the material, even when white hot, is very much higher than that of carbon. The lamps can be used on existing installations.
According to Mr. Swinburne, the following are among the advantages of the Nernst Lamp :--
1. The consumption of power is, at most, 1.5 to 1.6 watts per candle power, being about 60 % less than the ordinary 4 watt incandescent lamp, thus saving three-fifths of the Electric Lighting bill.
2. The Nernst Lamp is pleasant and becoming. Its light does not fall off materially during the life of the rod, and, as there is no bulb, there is no loss of light through either internal blackening or external dust and dirt.
3. Unlike the present type of incandescent lamp, which can only be used commercially in circuits not exceeding 250 volts, the Nernst Electric Lamp can be commercially employed either with direct or alternating currents, up to any pressure compatible with safety.
4. The manufacture on a small scale of the rods or light-emitting bodies, has already resulted in rods which have lasted the equivalent of a year's ordinary daily usage. Further experience in wholesale manufacture may be expected to give even better results.
5. The rod of the Nernst Electric Lamp with its wire mounts is detachable, and when worn out can be easily replaced by any one, the body of the lamp serving for an indefinite period, whereas the ordinary incandescent electric lamp is of no use when its filament is broken or the glass darkened. This is an economic advantage in favour of the Nernst Electric Lamp of the utmost importance.
6. The cost of production of the Rod will be exceedingly small.
7. The process of manufacture is very simple, and plant of an inexpensive kind only is necessary. There is no "flashing," no electrical mounting, no expensive vacuum, and, comparatively, no waste, as a used-up rod merely means mounting another in the same wire; it does not mean scrapping a complete lamp. The holders of the automatic lamps are merely ordinary fitting work, demanding no new type of manufacture.
8. Compared with the Arc Lamp, the Nernst has many advantages in respect to--
(a) First Cost, which is about one-eighth to one-tenth of the Arc.
(b) Maintenance, the whole of the expense of carbons and trimming and the cleaning of the elaborate mechanism of the Arc regulator being saved.
(c) Pressure. Unlike the Arc, the Nernst Electric Lamp can be made to take very high pressures, for instance, a single rod for 400 volts is only about 2 1/2 in. long, and by arranging two in series in each lamp, there is no difficulty in running parallel on 1,000 volt circuits without transformers.
(d) Absolute steadiness and freedom from flickering and hissing.
For these reasons it is expected that the Nernst Electric Lamp must in many cases put the existing lamps entirely out of competition, and that it will be in great demand for the lighting of streets, mines, factories, mills, steamships, railway stations, sidings and carriages, wharves, public institutions, places of worship, theatres and music halls, shops, hotels, restaurants, &c.
Test and examinations have been made in London, Goettingen, and Buda-Pesth, by Mr. James Swinburne, M.Inst.C.E., Vice-President of the Institution of Electrical Engineers, London, whose report, made for the Vendors, is as follows :--
"82, Victoria-street, London, S.W., 23rd January, 1899.
"According to instructions I have carefully examined the Nernst Lamps sent to me, and have also visited Prof. Nernst's laboratory in Goettingen, and the Nernst Lamp Department at the Works of Messrs. Ganz and Co., at Buda-Pesth, and have had Lamps running time tests under my supervision.
"Nernst's Lamp is, in my opinion, the greatest invention in Electric Lighting since the infancy of the industry.
"The Nernst Lamp has a field which includes the whole of Electric Lighting. It will, I believe, oust the Arc Lamp in nearly all cases, have the field to itself for Electric Light between 50 and 200 candles, and will probably eventually replace the Carbon Incandescent Lamp in common use, being able to compete with it at once in all cases where having to light the lamp with a match is not a hardship, and it is important to reduce the supply company's bill some sixty per cent.
"The patents have been submitted to me, and I can see no way in which electrical ingenuity can get around the claims.
The Patents have also been submitted to Messrs. J. Fletcher Moulton, Q.C., M.P., and A. Colefax, who have given the following opinion:
We are of opinion that no difficulty arises as to the novelty or utility of Professor Nernst's invention itself. The invention is, in our view, fundamentally different from anything that preceded it. The only questions that arise depend on the dates and form of the application made for patents in the different countries.
In our opinion the Letters Patent are valid, which have, as we are informed, been granted in the following countries, that is to say, Argentine, Cape Colony, Egypt, New South Wales, New Zealand, South Australia, Venezuola, and Victoria.
With regard to other countries in respect of which the Nernst Lamp, Limited, possesses rights we are unable at present to advise finally, for we have no information that Patents have as yet been granted, and in some cases even replies acknowledging receipt of the application are not yet to hand. Subject to revision of our opinion when we know the dates of all the applications and that Patents have been granted we are of opinion that the Letters Patent in the following countries will be valid :-- Brazil (so far as the "Materials" Patent is concerned), Ceylon (in respect of the heating device and the "Materials" Patent), Chili, Columbia, Hongkong, India, Jamaica, Japan ("Materials" Patent), Mauritius (the "Materials" Patent), Mexico, Mysoro (in respect of the heating device and the "Materials" Patents), Natal, Peru, Queensland, Straits Settlements, Tasmania, Transvaal, Uruguay, and Western Australia.
Temple, February 2nd, 1899.
J. Fletcher Moulton.
This Company acquires from the Vendors the right to apply for Patent Rights in the countries comprised in the continents of Australia, Africa, Asia, South and Central America and the islands adjacent, of which Patent Rights have already been granted for Argentine, Cape Colony, Egypt, New South Wales, New Zealand, South Australia, Venezuela and Victoria. Applications have also been made for Patent Rights for the other countries mentioned in the opinions of Messrs. J. Fletcher Moulton and Arthur Colefax.
These territories are so vast that the field of operations, considering the present rapid development of electric lighting throughout the world, is practically unlimited.
Among the Cities within the Company's sphere are Melbourne, Sydney, Auckland, Brisbane, Hobert Town, Dunedin, Coolgardie, Geelong, Adelaide, Perth, Cape Town, Port Elizabeth, Kimberley, Bloemfontein, Johannesburg, Pretoria, Durban, Pietermaritzburg, Bulawayo, Delagoa Bay, Cairo, Alexandria, Smyrna, Calcutta, Bombay, Madras, Rangoon, Hongkong, Shanghai, Pekin, Canton, Tokio, Singapore, Tobolsk, Mysore, Kingston, Port Louis, City of Mexico, Guatemala, Caracas, Rio de Janeiro, Pernambuco, Lima, Montevideo, Buenos Ayres, Santiago and Valparaiso.
The rights of this invention, other than those held by this Company, have been acquired, or are controlled, as under :--
Austria-Hungary, Italy and Balkan States .. .. .. Ganz and Co., Ltd., Buda-Pesth.
Remaining European Countries .. .. .. .. .. .. Allgemeine Electricitaets Gesellschaft, Berlin.
North America and Canada .. .. .. .. .. .. George Westinghouse, Pittsburg, Pa., and New York.
The above are generally recognized to be three of the leading undertakings in the Electrical world.
The Working Capital of £50,000 provided by this issue is considered by the Directors to be ample for present needs, as the operations of the Company should not entail large capital outlay.
The profits of the Company will be principally derived from the manufacture, sale, and rental of Nernst Lamps. Even if the Lamps are sold at prices which will compare favourably with those of Lamps now in use, a large profit will result, but owing to the great saving in current, it may reasonably be expected that higher prices will be obtainable. It should also be noted that every lamp fixed becomes a permanent source of profit for the Company.
An additional source of profit may also be found in the formation of sub-Companies and the sale of local concessions.
The Directors therefore believe that not only will the amount (£9,800) required to pay dividends on the Preference Shares be earned, but that these Shares will further benefit by participation in profits remaining after provision has been made for the dividend on the Ordinary Shares, and for the Reserve Fund.
The Vendor Company (Nernst Lamp, Limited), which is the promotor of this Company and is selling at a profit, has fixed the purchase price at £270,000, payable as to £65,000 in cash, £25,000 in fully-paid Preference Shares, and £180,000 by the allotment of the whole of the Ordinary Shares as fully paid. The whole of the cash payment to the Vendor Company will be more than absorbed in reimbursing its expenditure in connexion with the acquisition of the rights to purchase the patents, developing the business to its present stage, and providing for the expenses of forming this Company, so that the Vendor's profit will be represented solely by Ordinary Shares. The Vendors agree to pay all the preliminary expenses attending the incorporation and formation of this Company up to the first general allotment. It has entered into agreements with various parties in connexion with guaranteeing the cash portion of the purchase price, the working capital, and the expenses attendant on the issue, to none of which this Company is a party. Applicants for Shares must be deemed to have notice of these agreements, and to agree with the Company, as Trustee for the Directors and other persons liable, to waive all right to any particulars thereof, whether under Section 38 of the Companies Act, 1867, or otherwise.
Messrs. Drake, Fort, and Zusman are interested in the Purchase Price as Shareholders in the Nernst Lamp, Limited.
The following Contracts have been entered into :-- 22th June, 1898, between Walther Nernst and Carl Camille Weiner ; 29th June, 1898 between Walther Nernst and Albert Koenig ; 12th July, 1898, between Carl Camille Weiner and Benjamin Zusman ; 12th July, 1898, between Albert Koenig and Benjamin Zusman ; 12th July, 1898, between Benjamin Zusman and Nernst Lamp, Limited ; 17th November, 1898, between Carl Camille Weiner and Nernst Lamp, Limited ; 17th November, 1898, between Albert Koenig and Nernst Lamp, Limited ; 23rd February, 1899, between Albert Koenig and Nernst Lamp, Limited ; 23rd February, 1899, between Carl Camille Weiner and Nernst Lamp, Limited ; 23rd February, 1899, between Nernst Lamp, Limited, of the one part, and William Chaplin, on behalf of this Company, of the other part.
The Memorandum and Articles of Association and the above contracts, report, and opinion may be seen at the offices of the Solicitors to the Company.
Applications for Shares must be made on the prescribed form, and forwarded to the Bankers of the Company, together with the amount of the deposit. If no allotment is made, the deposit will be returned in full, and where the number of Shares allotted is less than that applied for, the balance will be applied towards the payment due on allotment, and any excess returned to the applicant.
It is intended to apply in due course for an official quotation for the Preference Shares on the London Stock Exchange.
Prospectuses and Forms of Application for Shares can be obtained from the Bankers, Brokers, Solicitors, and at the offices of the Company.
London, February 24th, 1899.
Capital ... ... ... ... ... ... ... ... £320,000,
Divided into 140,000 Preference Shares of £1 each, and
180,000 Ordinary Shares of £1 each.
Issue of 115,000 Preference Shares of £1 each at par,
Payable 5s. on Application ; 5s. on Allotment ; 5s. one month after Allotment ; and 5s. two months after Allotment.
(To be retained by the Bankers.)
To the Directors of Nernst Electric Light, Limited.
Gentlemen,-- Having paid to the Company's Bankers, Barclay and Company, Limited, the sum of £................, being a deposit of 5s. per Share on ................Preference Shares in the above-named Company, I request you to allot me that number of Preference Shares upon the terms of the Company's Prospectus, dated the 24th day of February, 1899, and I hereby agree to accept the same or any smaller number that may be allotted to me, and to pay the further sum of 5s. per Share on allotment, and the balance as provided by the said Prospectus, and I authorize you to register me as the holder of the said Shares.
Name (in full)......................................................................
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