OLYMPIA Corporate History 1884-1999
© John Glanfield. January 2012
1894 Jan on. Resignations from the board of Olympia Ltd
Joseph Lyons January 1894.
Harold Hartley January 1894. He joined Kiralfy shortly afterwards to redevelop the Earls Court and form the immensely successful London Exhibitions Ltd to stage its lavish shows. National Archives. Kew company papers piece C26/523
John Hart May 1804. Ironically, he later became a member of the creditor’s Committee of Inspection during the company’s winding-up
Of the four one-time Syndicate trustees, only Montague Gluckstein remained on Olympia’s board, as chairman to the end.
1894. 17 Dec. Olympia Ltd shareholders meeting.
The company’s first production had been the spectacular and very profitable ‘Constantinople, or Revels of the East. ‘It ended its eleven months run on 30 October 1S94 A balance sheet prepared as at that date showed a net profit of £33,847 and cash at the bank £30,256.
This balance sheet was first presented to shareholders on 17 December when a second dividend |(10s) was declared to bring the total paid to date to 15s per share, a yield equivalent to 15% pa However the balance sheet recorded cash at the bank as £11,500 rather than £30.256 as stated in the October original. No explanation was given for the discrepancy. When Montague Gluckstein was questioned at a public examination of the directors the following year he asserted that all the expenditure between 20 October and 26 December 1894 when The Orient exhibition opened, was on capital account. He denied emphatically both that the dividend was paid out of the newly raised funds, and that a loan of £15,000 had been obtained by the directors expressly for the purpose of paying the dividend.
The directors also reported that they had secured 5.25 acres of freehold land directly opposite Olympia on the other side of Blythe Rd.
(This looks intriguingly like the optional parcel of ‘upwards of 5 additional acres in dose proximity’ that Edward Hunt had offered the NAH company ten years earlier). Its southern boundary adjoined Joseph Lyons’ newly built Cadby Hall HQ and food factory fronting Hammersmith Road. The land would shortly be transformed into Olympia’s magnificent ‘Blythe Road Annexe Gardens’ with promenades and exhibition buildings. To fund the acquisition and its development the board proposed to increase capital by £77,500, offering 77.500 shares of £1.00 at a premium of 5s per share The company would also construct a lavish Winter Garden on the 2.5 acres between the W. end of Grand Hall and Blythe Road. It originally held stabling for 120 horses. It would now become a large single storey glass-roofed extension off the hall’s ground floor, and was later renamed the Grand Hall Annexe. The industrial-looking structure was replaced in turn by the impressive recent extension of Grand Hall at ground and gallery levels.
The company report and accounts were adopted and approx. £46,000 was subsequently subscribed in response to the share offer. Of this, £22,500 went to (he vendors of the Blythe Road site, and £15.000 was spent on its development.
The Times 6 Nov. 1895 report of public examination of directors.
1895 February. Olympia Ltd increases its debt burden
Fresh capital from the share offer notwithstanding, the company secured mortgages on the newly acquired Blythe Rd site totalling £37,500, of which sum J Lyons & Co. provided £20,000.
National Aichives. Kew. company papers, piece J14/I85.
1895. 11 May. Application to wind-up Olympia Ltd
The petitioners were Robert Legg of City Iron Works (owed £578.16.2) and John Levy, printer & stationer (£91.9.11]. Only five months earlier, the board had published a bullish report and encouraging accounts, declaring a generous dividend and inviting shareholders to subscribe a new stock issue.
1895 1 July. Application granted
George Stapleton Barnes was appointed Receiver. Nominal capital at 1 July 1895: £191,868 of £1.00 shares issued and fully paid up Secured debts. £76,500 mortgages on debentures as security. Other mortgages £48,000 (incl. the £37,500 held on the Blythe Rd site). Unsecured debts total c. £23.350. (The Receiver was released 6 September 1901 and the company was dissolved 24 December 1907).
National Archives. Kew. company papers, piece J13/1248
1895 5-19 November. Public examination of the directors of Olympia Ltd
In the course of the examination of the directors by Mr Registrar Hood at Carey Street, they attributed the crash to a severe 12-week frost earlier that year followed by a continuing ‘flu epidemic. Over 34,000 had attended on 26 December 1894, the opening day of the company’s lavish production ‘ The Orient at Olympia.’ but numbers later declined steeply and forced its premature closure the following July. Costumes alone had cost £20,000.
Attention was then drawn to the shareholders’ meeting of 17 December 1894 (above) at which a second dividend had been declared. The Official Receiver noted that the balance sheet dated 20 October, but first published at the 17 December meeting, showed £30,256 cash at the bank whereas the true figure by 17 December was £11,500.
It also emerged four weeks after that December meeting that unsecured debts were approx. £60,000, no mention of this having been made to shareholders when they were invited to subscribe to the new issue. The Receiver later told a shareholders meeting that he considered the directors of the company had been less than frank with them when capital was increased on that occasion, in view of the change in the finances of the company between the October date of the balance sheet and its December publication
The Receiver assured shareholders that his examination would be rigorous.
In reply to counsel for the shareholders Montague Gluckstein emphatically asserted that the issue of fresh share capital was not used to pay the dividend announced at the December meeting, and that the dividend had been honestly and fully earned. He said all the expenditure in building and preparing for The Orient from 20 October (the date of issue of the balance sheet) until the show’s opening on 26 December 1894. was met from capital. He strongly denied that the 10s dividend was paid out of capital, or that a loan of £15,000 had been obtained by the directors expressly for paying the dividend Gluckstein denied a later suggestion from counsel that the Prospectus had been drawn En such a way as to conceal the facts. He also denied that the debenture bonds were acquired so as to reduce the price to be paid for the property. .
There was some confusion over the sum paid for the Blythe Rd Annexe Gardens site. Gluckstein told the examiners that as reported at the shareholders meeting, the land had cost £22.500 plus £15,000 for its development. Seven days later he amended this, stating that from figures which he had compiled, the respective costs were £40,000 and £13,000 The Times, 6 and 13 Nov. 1895, reports of the examination
1895 1 October. A second Olympia Ltd is registered
The Scheme of Arrangement between Olympia Ltd and its creditors involved the formation of a new company in the same name which would take over all the assets and liabilities of the old. The new Olympia Ltd was capitalised at £225,000 in £1 shares, the old business and its debts to be secured in return for shares in the new The original shareholders were credited with 12s 6d per old share, paying a further 7s 6d by instalments to secure each fully paid 20s share in the new company.
Receiver George Barnes was to effect the sale on behalf of the creditors on specific ‘new equity for old debt’ terms. He stipulated however that the scheme would not be confirmed until 100,000 shares in the new company had been applied for. Barnes later raised the threshold to 125,000 shares, causing the directors to decide themselves to pay the necessary deposits on the difference between the new target and shares already subscribed. They were soon able to waive their rights on this top-up stock as others sought to buy in Olympia reopened on Boxing Day 1895. By 15 January 150,000 shares had been subscribed.
Chairman: Edward Lee, solicitor
Directors J. C. Hill & Walter Hill (advertising contractors representing the creditors).
John Hugh Broughton-Leigh of Willenhall nr Coventry, (gentleman).
Wm George Devon-Astle, (dealer in Colonial stocks).
Gen Manager Wallace Jones
National Archives, Kew, company papers, piece B T31/6450/45462
The Times 16 January 1896
1895 October-January. Sir Augustus Harris.
King of London theatre and a large shareholder in second Olympia Ltd. was appointed General Manager in October - a master stroke. He planned to reopen the Hall on Boxing Day for a ‘Grand National Military and Sporting Exhibition’ to run for an extended season presenting military combats, representations of great military events. military life at home and abroad, and sporting exhibits including polo, cricket, football, bicycling, hunting, shooting, and field sports, plus a race meeting. The show was a great success. Sir Augustus joined the board on 15 January 1896.
The Times 28 November 1895 & 16 January 1896.
1896 May. The ‘Annexe Gardens’ in Blythe Road formally open
An immense throng including many MPs and clergy attended the opening of the pleasure gardens on 16 May 1896. An imposingly tall palm house and a large exhibition Pavilion stood in over live acres of grounds. They were linked to Grand Hall by a broad subway beneath Blythe Road, brilliantly lit and resplendent with murals and mirrors. The Pavilion’s 40 ft high roof was supported by pillars disguised as palm trees, with real palms in profusion. The facade and side of the building totalled nearly 500 ft according to the local Press. The Times declared ‘the new hall is almost a rival of the original building (Grand Hall).’
This stunning asset cost over £18.000 (£9m in 2010), yet it was forcibly sold months later.
1896. June. Sir Augustus Harris dies.
Sir Augustus died on 22 June of a wasting disease and overwork. Frederick Harold ‘Pa’ Payne, a most able director of brewers and principal creditors Allsopp & Sons Ltd, took over as Managing Director of the second Olympia Ltd. Edward Lee had earlier given up the chairmanship, claiming after the company went into receivership that he had stepped down because he considered the board was ‘unnecessarily hampering Sir Augustus Harris.’ Walter Hill had replaced him. The Times’, reports 28 November 1895 16 January. & 18 May 1896.
1896 24 June. Walter Hill takes second Olympia Ltd into receivership
Days after the death of Sir Augustus, Hill told shareholders that pressure from creditors had led to appointment of an Official Receiver of the company. It held £57,243 of share capital, with liabilities (additional to a £27,500 mortgage on the Annexe Gardens) comprising first debentures for £80,500 and other loans and debts totalling c £14,500. There were also unsecured creditors for some £6,500. The total amount of ordinary share capital and debts was £72,000. The company had taken over liabilities from the old Olympia Ltd which, it later pleaded, were unasertainable at the time and proved onerous. The costs of the scheme sanctioned by the Chancery Court had been very heavy, as also the financing of the Blythe Rd annexe project Nearly one quarter of the entire share capital was wiped out before the doors opened. Thereafter, weekly takings fell short of expenditure by £500-700.
It was resolved that a committee be appointed to confer with the directors and formulate a scheme to keep the company afloat. The committee included ex-chairman Edward Lee, and Montagu Gluckstein. late chairman of the original Olympia Ltd whose undoubted business acumen was highly valued. (His summons by the Official Receiver of the first Olympia Ltd and his conviction for breach of trust arose two years later, in 1897-8). The Times; report. 25.6.1896
1896 8 July. Creditors secure winding-up of the second Olympia Ltd. (Dissolved July 1903)
On a petition by Robert Adams, engineer (£132.10.0 owed). First debenture holders Allsopp & Sons Ltd took provisional possession of the property and on an order by Justice Vaughan they paid out the second debenture holders and took definite possession.
National Archives. Kew pieces BT31/6450/45462, J13/1466, J14/185.
c 1896. The Annexe Gardens are sold.
Wallace Jones, late General Manager of the company, had taken on the operation of the Gardens and Pavilion under an arrangement with the Receiver in which Jones would pay all outgoings in lieu of rent However, the pressing need to meet liabilities forced the sale of this new and hugely costly development. It was demolished for the present Post Office and adjoining monolithic PO Savings Bank building, erected ca.1899.
1897 November. J Lyons forecloses on mortgage.
J Lyons & Co. had started an action against the second Olympia Ltd in March. In November Lyons foreclosed on Olympia’s mortgage of £21,764.5s.8d.
National Archives, Kew. legal papers, piece J14/185.
1897. Official Receiver summons HI. Gluckstein and others for alleged breach of trust.
George Stapleton Barnes, Official Receiver and Liquidator of the first Olympia Ltd issued a summons on 15 August under section 10 of the Companies (Winding Up] Act, 1890 alleging misfeasance or breach of trust by Gluckstein, Lyons, Hart and Hartley in relation to the company.
1898 17 February. The summons is heard by Mr Justice Wright.
The Official Receiver requested an Order that ‘Montague Gluckstein, who with Joseph Lyons, John Hart and Harold Thomas Hartley look part in the formation and promotion of [Olympia Ltd] and was also a director thereof was guilty of misfeasance or breach of trust in relation to the said company in that he and [Lyons, Hart and Hartley! being such promoters and directors as aforesaid secretly and without the knowledge of the said company obtained and retained for their own use out of the purchase money paid by [Olympia Ltd for the Olympia properly] the sum of *£6341 which was divided among them as follows - M Gluckstein £1441, J. Lyons £1441, J. Hart £2306, H.T. Hartley £1153’.
The Receiver asked that Gluckstein be ordered to repay the whole amount with interest at 5% pa. plus costs. However the summons was dismissed, with costs awarded to Montague.
National Archives, Kew, piece J13/l248.
The Times. 27 May 1898, report of appeal following dismissal of the summons.
*£6,341 equates to £2.5m in today’s terms (2010, average earnings).
1898. 12-13 May. Appeal against dismissal of summons against Montague Gluckstein.
The Official Receiver’s Appeal was heard in the Supreme Court before the Master of the Rolls and the Lord Justices Rigby and Collins. Though only Gluckstein was before the Court, Lyons, Hart and Hartley as the other promoters of the first Olympia Ltd were joined with him in the judgement.
The Master recited the allegation that Gluckstein and others, being promoters and directors of the company, made a secret profit of £20,000 at the expense of the company. The defence is that the profit in question arose from a transaction with which the company had no concern and was, moreover, fully disclosed to the company. The case is important, not only to Mr Gluckstein and those associated with him, but to all persons engaged in Forming companies and who take shares in newly-formed companies. The most ingenious mechanism has been devised in order to bleed this company to the extent of £20,000 without the knowledge of the shareholders, and the question is whether that mechanism will answer its purpose.’
The Times, 27 May 1898, report of appeal following dismissal of the above summons.
Note £20,000 equates to £7.5m in today’s terms [2010) using average earnings.
The Master then summarised the dire financial situation faced by the National Agricultural Hall Co. when it entered receivership He said that the company’s ability to pay off Olympia’s debenture holders depended on what could be raised by selling it. Obviously the more the property sold for, the better for those who held the securities. He went on - ‘If the securities could be bought up cheap, and the premises could then be sold for much more than the sum due on them, a substantial profit would be made. Further, if the same persons could buy the debentures cheap and also buy [Olympia] if they could resell the property at an advanced price, they would make a double profit by paying themselves as holders of the securities the [full] amount due on them; and secondly, by paying themselves as vendors the advanced price at which they resold the property. Moreover, if it could be arranged that they should not pay for the property until they got paid the advanced price at which they resold it, they would not be under the necessity of making cash advances themselves to any considerable extent. These observations will render what was done quite clear.’
There was no attempt to conceal the syndicate’s sate of Olympia and its profit of £40,000, and there was no cause for any complaint in this, save that it enabled the syndicate to make a secret profit out of its earlier debenture transactions.
The burden of the Master’s conclusion was that Gluckstein, Lyons, Hartley and John Hart had secretly taken profits from the company for their self-enrichment in breach of their duty to inform the company of what they were doing. The legality of these transactions was undisputed save for the alleged failure to declare the profits on the discounted bonds.
In earlier public examination during the winding-up Gluckstein had denied that the bonds were acquired in order to reduce the sale price of Olympia.
Times report. 6 November 1895
The Master gave his opinion that the order dismissing the Receiver’s summons must be reversed and an order be made for repayment by Gluckstein of the sum mentioned in the summons after deducting what if anything may have been recovered from the other defendants, with interest at 3% and of the costs arising there and earlier. Justices Rigby and Collins concurred. The Receiver’s Appeal was upheld. for this & related corporate events.
See National Archives, Kew. pieces BT31/5532/38446 & J14/185.
Also ‘Times’ reports of 25 July.2 August. 6. 13, 14. 20, 28 November 1895, 16 January, 25 June 1896, 27 May 1898.
1903-4. Historic turning point for Olympia and the wider exhibition industry.
Olympia’s farsighted MD, Frederick Harold ‘Pa’ Payne transformed the Hall and soon its fortunes over the winter of 1903/4 In place of the ruinously inflexible semi-permanent seating and the immovable arena for cattle shows and circuses, he created a clear-floor display space adaptable for exhibitions, arena events and as a seated auditorium.
The tiered seating for 4,000, the plush boxes and the arena itself were ripped out, a new concrete floor was laid and lightweight demountable seating was purchased. At £8,000 (£3m today) it was a costly operation for a company in receivership but having literally cleared the decks, Payne’s refit accelerated the emergence of the modem exhibition industry. He wooed and won the 3rd annual SMMT Motor Show, bringing it to Olympia in February 1905 It proved so successful that a repeat followed in November. The Royal Naval & Military Tournament finally switched from Islington in 1906, and the following year the ‘Aggie’ lost Montgomery’s International Building Trades Exhibition (later Interbuild) to Olympia. The Daily Mail Ideal Home Exhibition was launched there in 1908. Other trade and public events followed. Not all were winners, but a busily profitable calendar became established as Olympia led its industry into a new century of enduring growth.
1904 December. The ‘New Olympia Company’ acquires Olympia
Payne’s new approach promised better days for Olympia. It was with that expectation that the New Olympia Company Ltd was Incorporated on 28 December 1904 Its nominal capital comprised £89,100 in ordinary shares of £1.00, and £900 in £1.00 preferential management shares.
Vendors Allsopp & Sons received in payment an allotment of £89.093 in ordinary fully paid £1.00 shares - 99.99% of the issue - plus an option exercisable by them at any time on or before 25 March 1905 to require The New Olympia Company Ltd to issue to their nominee on payment of £1.00 per share all 900 of the preferential management shares, or any lesser number as required Additionally, The New Olympia Company would accept and settle the vendor’s Olympia-related debts and liabilities.
© Exhibition Study Group 2013