SOCIETE COLONIALE DES PRODUITS TANNANTS ET AGRICOLES - PROTANAG S.C.R.L.

Constitution

The Société Coloniale des Produits Tannants et Agricoles "Protanag" was incorporated on October 10, 1927 with a capital of 12.5 million francs represented by 25,000 shares of 100 francs series A and 10,000 of 1,000 francs series B; in addition, 25,000 founder's shares were created without designation of value. The registered office was established in Shangugu (Ruanda-Urundi) and the administrative headquarters in Brussels.

The shares were subscribed by, see opposite:

25% of the subscribed shares were paid up and a sum of 3,125,000 francs was made available to the new company.

As far as the founder's shares are concerned, 12,500 were remitted to Mr. Gottschalck, Mr. Van der Kerken and Mr. Wibier for the contributions described below, to be distributed among them in accordance with their agreements, and the remaining 12,500 shares were divided among the subscribers on the basis of one share for every 1,000 francs and one share for every 10 shares of 100 francs.

Noms

MM Philippson et Cie

Le Crédit Général du Congo (Crégéco)

La S.A. Mutuelle Solvay

MM Cassel et Cie

La S.A. Banque H. Lambert

La Société Internationale de Plantations et de Finances (Sipef)

La Compagnie du Congo pour le Commerce et l’Industrie (C.C.C.I.)

Charles Liebrechts

Isidore Gérard

Albert Van Cutsem

Max Gottschalck tant pour lui que pour un groupe

Rodolphe Wiertz

Georges Van der Kerken

Albert Wibier

Actions série A

5.000

2.000

1.000

400

100

400

2.820

600

200

Actions série B

2.000

800

400

100

160

1.128

240

Contribution(s)

Mr. Gottschalck, Mr. Van der Kerken and Mr. Wibier contributed the benefit of an agreement which the Government of Ruanda-Urundi had concluded with them on 12 September 1927 and which included in particular:

The right to occupy, for twenty years, seven thousand hectares of land in Ruanda (Shangugu territory) with an option to purchase in the event of development, according to the conditions determined in the said agreement and at the price of 25 francs per hectare;
The right to acquire immediately, at the price of 1,000 francs per hectare, two industrial plots of land, of 5 hectares each, in the Shangugu territory: an industrial plot of 5 hectares in the region of Astrida (Ngozi) and an industrial plot of 5 hectares in the region of Nyanza, intended for the establishment of a factory;
The right to conclude, under the guarantees provided for in Article 7 of the Convention, arrangements with the natives for the cultivation of tannin trees on their land, in two circles with a radius of 40 km, with Astrida (Ngozi) and Nyanza as their centers.

First Board of Directors

Directors: Charles Liebrechts, Maurice Philippson, Max Gottschalck, Pierre Clynans, Jean Washer, David M. Van Bueren, Paul de Becker-Remy, Walter Blaess, Isidore Gérard, Albert Van Cutsem, Georges Van der Kerken.

Commissioners: Sally Orfinger, Raymond Bausart, Julien Xhauflair.

Object

1) The establishment in Ruanda-Urundi, Belgian Congo and in all countries, of tannin plantations; the harvesting and purchase of tanning materials, as well as the manufacture of all tanning and tanned products.

(2) The cultivation of all other cash crops and foodstuffs, as well as the rearing of livestock and small livestock in the above-mentioned countries and the sale of all the products referred to above.

3) The conclusion with the populations and governments of Ruanda-Urundi and the Belgian Congo of all agreements concerning all agricultural, industrial, commercial, or real estate operations.

4) The constitution of commercial companies for the development of one or the other branch of its object; to make any contribution, subscribe or be interested directly or indirectly, by way of participation, subscription of securities, advances of funds, subsidy or otherwise in all similar or related enterprises.

(5) To carry on any road, water or air transport business, to construct or develop roads, railways with stations and warehouses, to establish ports with their equipment and appurtenances, to create and operate aerodromes and air lines, to establish telephone and telegraph, radiotelegraph and radiotelephone networks.

(6) To search for, exploit, sell, dispose of, purchase all mineral deposits, or sell the products thereof, whether worked or not.

7) In general, to carry out in Ruanda-Urundi, Belgian Congo and in all countries, all agricultural, industrial, commercial, financial, mining, transport, mortgage, real estate, social and even charitable operations, useful or necessary for the achievement of its social goals (12-(12-13/11/1927)-13476).

Changes in capital, event(s), shareholding(s)

The first work of the Society was to recognize the zone of choice in the Shangugu region to delimit the 7,000 hectares on which the convention of November 12, 1927 recognizes the rights of the Society. Prospecting and numerous formalities only allowed productive work to be carried out for part of the year, but the Company nevertheless fulfilled the obligations imposed by the agreement in terms of cultivation. In the circles of Nyanza and Ngozi, it began to develop the cultivation of tannin mimosa in collaboration with the natives. For secondary plantations, the Company chose coffee and eucalyptus; it started these crops in Lusunyu (Rwanda), created the post of Nyarushishi (Rwanda), developed land and created nurseries for future crops.

The Company's portfolio as at December 31, 1928 consisted of : Comité National du Kivu: 1 share of 500,000 francs paid up by 50%, Société Auxiliaire Agricole du Kivu: 100 Series B shares of 500 francs paid up by 20% (21-(1929 T3) -742).

1930 - At the end of June, the Society was authorized to occupy 2,416 hectares of land. On these expanses, several operating centers were set up: Lusunyu, Nyarushishi, Gashashi and Kibasi (Rwanda). In the areas indicated, the Company acquired from the Colony, the lands of the experimental farm of Dendezi (Rwanda), an exploitation center was established there and trials of cinchona cultivation were carried out (21-(1931 T1) -754/755).

1931 - A financial reorganization had to take place, but it was only in March 1932 that the Company decided to reduce the share capital to 2 million francs and then to increase the capital to 5 million. In addition to the new resources made available to it through the increase, the Company was able to obtain a loan of 3 million francs from the Temporary Crédit Agricole Fund, set up by the Colony, bearing interest at 5% and repayable in 20 years from 1936 (21-(1934 T1) -703/704).

1932 - As mentioned above, on 16 March, the capital was reduced by 10,500,000 francs to 2 million francs. The amount of the reduction was used to amortize the loss of 6,970,233 francs shown in the balance sheet at 31 December 1930 and to set up a sinking fund of 3,529,767 francs.

Following this capital reduction, the old shares were converted into 4,000 ordinary shares of 500 francs. The exchange was made on the basis of 100 Series A shares of 100 francs for 3 ordinary shares of 500 francs; 10 Series B shares for 3 ordinary shares of 500 francs and 100 founder's shares for one ordinary share of 500 francs.

Subsequently, the capital was increased by 3 million to 5 million through the creation of 6,000 preferred shares of 500 francs which were subscribed by Bank F. M. Philippson et Cie and offered to the holders of the shares created above at a price of 510 francs as an irreducible entitlement on the basis of 3 preferred shares for each group of 2 common shares without fractions; and to the holders of the securities not exchanged in the proportion of 9 preferred shares for 200 Series A shares; 9 preferred shares for 20 Series B shares and 3 preferred shares for 200 Founder shares (21-(1933 T1) -1032/33).

During the year, the Company planted 313 new hectares of coffee trees, 33 hectares more than planned. However, the old plantations were reduced from 160 hectares to 115 hectares, which affected harvests in the coming years. This was compounded by the decline in Arabica prices.

The Company's portfolio as at December 31, 1931 was composed of : Comité National du Kivu: 1 share of 500,000 francs, 50% paid up; Société Auxiliaire Agricole du Kivu: 100 series B shares of 500 francs, 50% paid up; Société coopérative d'Etudes coloniales et d'Achats: 20 shares of 500 francs, fully paid up; Société coopérative Le Fonds de logement des familles nombreuses: subscription of 5,000 francs (21-(1934 T1) -703/704).

1934 - The plantation covered 600 hectares; the old plantations having undergone restoration work gave only a small harvest, the extensions of 1932-33 were not yet in production which did not give the expected yield. The balance sheet at 31 December 1934 shows a loss of 1,162,000 francs.

The portfolio as at 31 December 1934 consisted of : Comité National du Kivu: 1 share of 312,500 francs, 80% paid up; Société Auxiliaire Agricole du Kivu: 100 Series B shares of 500 francs, 55% paid up (21-(1936 T1) -934).

Dissolution and liquidation

After having heard a presentation of the situation of the company, as it resulted from the balance sheet as at 31 December 1935, the EGM decided to dissolve the company early on 27 October 1936, and to liquidate it (30-(1936) -1953 to 58).