File 3877/1912 Pt 5 ‘Turkey in Asia: oil interests’ [‎29r] (59/60)

[This Document is the Property of His Britannic Majesty's Government.]
[B]
TURKEY.
[March 19.J
CONFIDENTIAL.
Section 2.
[12324]
No. 1.
Turkish Petroleum Concessions.
Arrangements for Fusion of the Interests in Turkish Petroleum Concessions of the
D’Arcy Group and of the Turkish Petroleum Company.
IT is agreed that the interests shall be divided as follows:—
Fifty per cent, to the D’Arcy group,
Twenty-five per cent, to the Deutsche Dank,
Twenty-five per cent, to the Anglo-Saxon Petroleum Company, and that, in order
to carry out this division—
1 . The shares in the Turkish Petroleum Company now held by the National Bank
of Turkey shall be transferred in equal moieties to the Deutsche Bank and the Anglo-
Saxon Company.
2. The capital of the Turkish Petroleum Company shall be increased to 160,000L
by the creation of 80,000 new shares of 11. each of the same class as those now
existing.
3. These 80,000 new shares shall be allotted to the D’Arcy group on terms to be
agreed upon between the parties.
4 . The Board of the Company shall consist of 8 members, of whom 4 will be
nominated by the D’Arcy group, 2 by the Deutsche Bank, and 2 by the Anglo-Saxon
Company.
5 . The capital of the Turkish Petroleum Company shall be employed only in
exploring, testing, and proving oilfields, a separate public company or companies being
formed to work any field or fields the examination of which has proved satisfactory.
6 . Such working company or companies shall issue to the Turkish Petroleum
Company fully paid ordinary shares as consideration for the acquisition of the rights
of the Company to the properties to be acquired ; such ordinary shares shall carry full
control of the working company or companies, which control shall in no circumstances
be parted with by the Turkish Petroleum Company.
7 . The working capital required by such working company or companies shall be
raised by means of preference shares and (or) debentures which shall be offered to the
public to such extent as the members of the Turkish Petroleum Company or any one
of them shall elect not to subscribe for themselves.
8 . The alterations in the memorandum and (or) articles of association of the
Turkish Petroleum Company necessary to carry out the above conditions shall be made
forthwith.
9 . Mr. C. S. Gulbenkian shall be entitled to a beneficiary 5 per cent, interest
without voting rights m the l urkish Petroleum Company, this 5 per cent, being
contributed equally by the D’Arcy group and the Anglo-Saxon Company out of their
respective holdings. The shares representing Mr. Gulbenkian’s interest shall be
registered in the names of nominees of the D’Arcy group and of the Anglo-Saxon
Company, and shall be held by them, but undertakings shall be exchanged between
these parties whereby—
(1.) Mr. Gulbenkian undertakes to pay the calls on the shares, and
(2.) The D’Arcy group and the Anglo-Saxon Company undertake that
If Mr. Gulbenkian shall desire to dispose of his interest, and also in the event of
his death, the D’Arcy group and the Anglo-Saxon Company shall have the option of
purchasing the interests standing in their names on the terms defined in article 30 ( 6 )
of the articles of association of the Turkish Petroleum Company.
Mr. Gulbenkian shall be entitled to all financial benefits of the shares.
[2067 t—2]