The data on Evode Ltd`s. associates in Australia are contained in 10 files.
The following files are deposited in the Stafford records Office:-
The following files are currently lodged on Stafford site.
2.1 Although the agreements in Files. No. 6,7, and 8 are with companies which acted as distributors for Evode products in Australia rather than licensees, this situation arose following the termination of the agreements with Laminex Industries and was part of the ongoing history of Evode`s dealings with Australian companies.
2.2. All of the early agreements were made with Laminex Industries (Pty). Ltd.,
463, Nepean Highway,
This address was later changed to
332, Bay Road,
2.3. It was not until new agreements were drawn up dated 1 June 1965 that
Camorley Holdings (Pty). Ltd,
500, Bourke Street,
appeared on the scene.
2.4. A distributor agreement dated 1 November 1974 was entered into with Ajax Distributors (Pty). Ltd., Birmingham Road, Lilidale, Victoria.
2.5. Later, an agreement was signed with
Acmil Plastics Products (Pty). Ltd.,
168, Walker Street,
which conducted its business as the Dimet Division at
2.6. An agreement was also entered into with
198, Young Street,
PO Box 29,
2.7. The possibility of setting up a Joint Venture in Australia was under discussion with two individuals but was abandoned.
2.8. A miscellaneous file contains background information and correspondence with various companies with which Evode Ltd. entered into discussions with the object of furthering business in Australia.
3.01. Agreements. File No.4.
3.02. A letter dated 16 November 1954 from Australian Consolidated Industries London office, Bedford Row, London WC1 to Mr. E. H. Beaumont, Sales Director of Evode Ltd. written by John Raxworthy indicated that Mr. R. Sykes wishes to conclude an agreement with Evode Ltd. to manufacture adhesives in Australia and New Zealand under license. Correspondence was also to be sent to Crown Crystal Glass (Pty). Ltd., Shands Road, Hornby, Christchurch, NZ. This company was, apparently a subsidiary of ACI.
3.1.2. 20 June 1955. This was a tri-partite agreement between Angier products Inc., Evode Ltd and Laminex Proprietary Ltd. The territory was defined as Australia and New Zealand. The royalty due was set at 5% of invoice value of sales of all products made under license, paying 40% of such royalties to Angier in $US and 60% to Evode in sterling. Minimum royalty payments were set at:-
|For the first 12 months. . .||£1,000.|
|For the second 12 months. . .||£1,500.|
|For the third 12 months and subsequently. . .||£2,000.|
If the royalties due did not amount to the above values Laminex would make up the difference.
The agreement was to run until 1 January 1970. Should the agreement be terminated for any reason other than the effluxion of time all rights due to Laminex under the terms of the agreement would cease to be exercised until an expiration of time of 5 years had passed or until 1 January 1970 whichever period was shorter. The consents of the Governments of Australia and the UK were necessary before the agreement could be exercised. Otherwise it followed the standard pattern of Evode Licensee agreements.
This agreement was signed only by two officers of Laminex. No signatures of officers of Angier or Evode are on the document.
This agreement is bound in the covers of Hedderwick, Fookes and Alston, Solicitors, 103, William Street, Melbourne but it was obviously composed by Allen & Overy. Presumably this was done to verify that it had been vetted by the Australian solicitors.
3.1.3. 20 June 1955.
This is a one page document excluding products made to formulae owned by Angier and Evode Ltd. which could be used for “the fixing of glazed tiles and mosaics to walls and floors and the slabbing of tiled fireplaces”.
3.1.4. 11 June 1956.
This agreement was concluded between Evode Ltd. and Laminex (Pty) Ltd. and was very similar to that of 1 June 1955 but excluding any mention of Angier Products Inc. presumably because of the acquisition of this company by Interchemical Corporation.
Clause A of this agreement is unusual as it reads “For the purpose of this agreement the expression “the products” shall mean all Evode Brand Products now or which may hereafter during the currency of this agreement shall be manufactured or sold by Evode other than Evo-Stik Adhesives. Presumably this clause means that Laminex were not entitled to use the Evo-Stik brand name.
Under the circumstance royalty payments were now only due to Evode Ltd. and were set as follows:-
|For the first 12 months. . .||£500.00|
|For the second 12 months. . .||£1,000.00|
|For the third 12 months. . .||£1,500.00|
|For the fourth 12 months and subsequently. . .||£2,000.00|
While the Evode Ltd. seal is embossed on the document it has not been signed by any officers of the company. It is signed by two directors of Laminex and the secretary.
During the course of June-September 1956 the arrangement between Angier products Inc. and Evode Ltd. was affected by the acquisition of the stock of Angier by Interchemical Corporation. It was agreed between the companies concerned that the rights of the agreements between Angier and Evode should be assigned to Evode Ltd. as Interchemical Corporation did not wish to participate in such licensee agreements negotiated by Evode Ltd. The process of informing the overseas licensees was left in the hands of Evode Ltd. and this was done in a series of letters and memoranda spanning this period.
It also meant that, in order to formalise the situation, new agreements had to be entered into with the licensees of Evode Ltd. and those in force had to be cancelled.
3.1.5. There is an undated, unsigned draft agreement between Bothfield Corporation (formerly Angier products Inc.) and Evode Ltd. which formally severs the technical link between the two companies. The specific clauses in this agreement, drawn up by Allen & Overy, state the following:-
This draft agreement was not signed by any of the participating parties, nor was it correctly dated.
188.8.131.52 April 1957.
This is a draft, tri-partite agreement between Cadie Chemical Products Ltd., Cadie Building, 603, West 130th. Street, New York 27, NY, USA, Evode Ltd and Laminex Pty. Ltd.
The agreement covered the divulgence of “the Cadie specialised knowledge” pertaining to polishing and cleaning cloths to Laminex Pty. Ltd. for sales in Australia and New Zealand.
This knowledge was to be made available to Laminex by Evode which assumes that Evode was already in possession of this knowledge through a previous agreement with Cadie Chemical Products.
Royalty payments were set at 5% of invoiced value of all sales, paying 40% of such royalties in $US to Cadie and 60% in sterling to Evode. Although there was a clause concerning minimum royalties no figures were included in this draft agreement.
There was a clause requiring “full and free exchange of knowledge and experience in the design, manufacture and sales of the products and any improvement designed by any of the parties hereto shall promptly be disclosed to the others for their use”.
The agreement was to run until 23 March 1970 subject to agreed instances when the agreement could be terminated.
This was a draft agreement which was not signed by any of the participating parties. No formal formal agreement was found in the files suggesting that it is doubtful whether an agreement was concluded.
3.1.7. 22 July 1957.
This document, sworn by Claude Brown, Vice President of Interchemical Corporation and Thomas H. Duggan, Assistant Secretary of the company before Violet Jensen, Notary Public of the State of New York on the above date, does, in the sum of one dollar, release Evode Ltd. from all claims of Interchemical Corporation as of 7 November 1957
3.1.8. 7 November 1957.
This is a formal recital informing Laminex Pty. Ltd. that, as of 30 April 1957, Evode Ltd. was completely free to use and license formulae and processes which were previously the subject of tri-partite agreements between Bothfield Corporation (previously Angier Products Inc.), Evode Ltd. and other overseas licensees, in this case Laminex (Pty). Ltd.
The seals of the companies and the signatures of the officers were duly appended.
3.1.9. 31 August 1959.
This was an agreement made between Evomastics Ltd. and Laminex (Pty). Ltd. to manufacture and sell products currently made or which would be made in the future by Evomastics Ltd.
This agreement followed the conventional lines, drawn up by Allen & Overy.
It required a royalty payment of 5% on invoiced sales of products manufactured under license. No annual minimum royalty returns were specified in this agreement which was to run for 15 years subject to agreed situations in which it could be terminated. When it came to an end Laminex would not be allowed to manufacture products based on Evode technology for a period of 5 years.
The agreement was duly signed by officers of both companies and the company seals embossed.
3.1.10. 10 July 1961.
This was a supplemental agreement to those dated 20 June 1955, 11 June 1956 and 7 November 1957. It allowed Laminex to use certain of the Evode trade names which were registered and would be registered in Australia to support sales of products in that country.
These trade names are specified as follows and each is identified against the registration number allocated in Australia:-
The agreement is signed by officers of both companies and the company seals embossed.
3.1.11. 10 July 1961.
This is a supplemental agreement to those dated 20 June 1955, 11 June 1956 and 7 November 1957. It allowed Laminex to use certain of the Evode trade names which were registered and would registered in New Zealand to support sales of products in that country.
These trade names are specified as follows and each is identified against a registration number allocated in New Zewaland :-
The agreement is signed by the appropriate officers of the companies and the company seals embossed.
3.1.12. 1 June 1965.
This agreement was draw up because Laminex (Pty). Ltd. underwent a change of name to Bay Road Properties (Pty). Ltd. apparently on 1 October 1962.
As Camorley Holdings Pty. Ltd. are also named in this agreement it was probably on that date when Camorley acquired the stock of Laminex, at the same address as Bay Road Properties.
The agreement names three parties; Bay Road Properties (Pty). Ltd., 500, Bourke Street, Melbourne, Victoria, Evode Ltd. and Camorley Holdings (Pty). Ltd., at the same address as Bay Road Properties. It was, in effect, transferring the rights assigned under license by Evode Ltd. to Laminex (Pty). Ltd. to Bay Road Properties on the change of name. As this appears to have taken place on 1 October 1962 it was a retrospective document. It transferred the rights assigned under the agreements dated
The assignment of the rights of Laminex (Pty). Ltd. were transferred to Bay Road Properties on 30
September 1962. However, the change of name did not occur until 18 January 1963, but the business
is still carried on under the name of Laminex (Pty). Ltd.
The agreement was deemed to have taken effect from 1 October 1962.
The document is signed by the appropriate officers of all of the companies named and the company seals embossed.
3.1.13. 1 June 1965.
A similar recital of the above date was enacted between Bay Road Properties (Pty). Ltd., Evomastics Ltd. and Camorley Holdings (Pty). Ltd. in order to transfer the assigned rights of the agreement dated 31 August 1959 from Laminex (Pty). Ltd. to Bay Road Properties (Pty). Ltd. on the change of name.
In effect Laminex assigned these rights to Bay Road Properties on 30 September 1962 and formally changed the name on 18 January 1963 but would continue to trade under the name of Laminex Industries.
The agreement was deemed to have taken effect from 1 October 1962.
The document is signed by the appropriate officers of all three companies and the company seals are embossed.
3.1.14. 31 August 1966.
This was an agreement between Evode Ltd. and Camorley Holdings (Pty). Ltd. to place on record the trade names held and registered by Evode Ltd. in Australia and which Camorley Holdings and Laminex Industries were desirous of using.
These trade names were specified as follows:-
Each product is listed against the registered number in Australia.
Why it was necessary to repeat this agreement is not clear when that of 19 July 1961 appeared to cover the situation adequately, unless it was to assign them to Camorley Holdings. There were also some additions to the list.
3.1.15. 18 December 1970.
In a letter of the above date from Mr. E. M. Roseman, General Manager, Laminates and Extrusion Division of Australian Consolidated Industries Ltd. he informed HS that after due consideration his company could not justify the expense or effort to take up the manufacturing rights negotiated in the agreement dated 31 August 1959 to make and sell the Evomastics range of products. He asked for this agreement to be terminated.
After an exchange of correspondence between HS and Allen & Overy, as no technical information had been passed to Laminex concerning the manufacture of Evomastic products the agreement could be regarded as never having become operative.
3.1.16. 7 December 1971.
A letter of the above date from Mr. E. M. Roseman to HS acknowledged a meeting with HS in London and confirmed that his company wished to terminate all of the agreements to manufacture adhesives in Australia which were in existence with Evode Ltd.
Royalties would continue to be paid until 30 September 1972 which was the effluxion date of the agreement.
The decision was said to be due to the intense competition which existed in the Australian market in the manufacture of adhesives.
3.2. Correspondence with Laminex (Pty). Ltd. December 1954-September 1962. File D5189/4/3/2.
3.2.1. 17 December 1954.
The first correspondence concerned the despatch of the draft agreement to Laminex addressed to Mr. R. Sykes.
3.2.2. 21 June 1955.
Mr. Sykes advised that the tri-partite agreement was signed and sealed on 20 June and that the company was going ahead with the purchase of machinery.
3.2.3. 30 December 1955.
Mr. Sykes was referring to “a new agreement” being prepared by their solicitors, receipt expected in the new year. This was presumably to cover the extension of the range of products to be made in addition to adhesives.
3.2.4. Numerous letters went back and forth between Evode, A&O, J. W. Hinks, Birmingham and Hedderwick, Fookes and Alston, Laminex`s solicitors on various aspects of the new agreement particularly concerning tax aspects.
3.2.5. 13 July 1956.
In a letter of the above date Mr. Sykes advises that the new agreement has been signed.
3.2.6. 7 August 1956.
Given that adhesives were already being made in Australia by other companies the question of infringing patents arose, basically on products made by B&B Chemicals. This question appeared to fade away with time.
3.2.7. 19 December 1956.
In a letter of the above date HS explains the evolving situation with Angiers Products Inc. and Interchemical Corporation and also advises that he has been appointed Managing Director of Vik Supplies Ltd.
3.2.8. 6 March 1957.
Lamigrip 1486, developed from Evo-Stik 528, was proving more successful in Australian conditions. Laminex also expressed the desire to proceed with an agreement to manufacture polishing cloths, for which Evode had an agreement with Cadie. By July the interest had extended to polishing waxes.
3.2.9. By early 1960 Mr. S. F. Rust had assumed the position of manager of Laminex (Pty). Ltd.
3.2.10. 13 April 1960.
From this correspondence it can be assumed that Laminex are now involved in the manufacture of Richafix products although there is no supporting correspondence to show how or when this developed.
3.2.11. 20 May 1960.
This letter brought to the notice of Evode that a product called 1022 was being supplied in Australia by Interchemical Corporation. It was pointed out to Laminex that, under the agreement reached between Evode and Interchemical sales of products based on formulations mutually held by the two companies would only be restricted so far as Interchemical was concerned for a period of three years into territories where Evode had manufacturing licensees. Since this time had elapsed there was nothing to prevent Interchemical selling such products into Australia.
3.2.12. Much of the correspondence in this file concerned Laminex`s interest in other Evode products, problems with formulations, requests for comparative information, trading conditions and discounts.
3.2.13. 10 November 1960.
This letter brought the first intention of Laminex`s desire to manufacture in New Zealand and the difficulties being encountered from the New Zealand authorities. There was a considerable amount of correspondence and reports on the New Zealand situation. It was suggested that a company called ADOS could manufacture in NZ using the Evode trade names. HS rejected this suggestion.
3.2.14. 23 August 1961.
Roof waterproofing products are discussed in this correspondence and the shortcomings of the Evode Roof Waterproofing System under Australian conditions.
3.3. Correspondence with Laminex (Pty). Ltd. mainly October 1964-September 1966. File No.5.
3.3.1. The correspondence covering the months of September 1964-January 1965 was mainly concerned with how ACI could set up an operation in New Zealand and includes contacts with Guild Rubber Ltd It also concerns details of a visit to be made to Australia and New Zealand by HS in February-March of 1965.
3.3.2. 29 January 1965.
A letter of the above date from Laminex to Evode Ltd. enquired about a Mr. R. J. Clutterbuck and his abilities as a salesman as he had worked for Evode in the period 1958-1961.
In his reply BL confirmed that this man had been an employee as an “Architectural Representative” and had not had experience selling adhesive products which was what Mr. Rust was looking for.
3.3.3. 22 March 1965.
A very detailed letter accompanied information on formulations, manufacturing and testing instructions, data on raw materials and sources, and sales information on the range of Evokote and Evoscreed epoxy resin floorings and epoxy pitch products. Literature on the products was included as was some advise on the production of tropical grades of these products.
3.3.4. 25 March 1965.
Information was sent to Laminex on the treatment of swimming pools with the Evodyne chlorinated rubber system.
3.3.5. 26 March 1965.
The contents of this letter from Evode to Laminex suggests that they were manufacturing Evode Insulating Paste Roof Waterproofing Treatment. Apparently, during HS`s visit some information was given to him about its use on the AMP building in Sydney Cove and a request was made by HS for photographs of this work for publicity purposes.
3.3.6. 30 March 1965.
As was their right under the agreement dated 31 August 1959 with Evomastics Ltd., following the visit by HS, details of formulations and manufacturing techniques for various products were sent to Laminex. These products included Plumbers Mait, Butyl 37, Evoden, Polevogun and single part polysulphide sealants.
As explained in 3.1.15 Laminex decided in December 1970 not to activated this agreement and asked for it to be terminated, by which time a considerable amount of confidential information was in their possession. However, from correspondence in this file, it is evident that samples of Plumbers Mait had been made and tested by the Melbourne Metropolitan Board of Works.
3.3.7. During the period May-June 1965 information passed internally and externally to Laminex on an Evode employee, Mr. J. D. Clayton, who had expressed the desire to emigrate to Australia. He had written to Laminex expressing his intention and asking whether they would be prepared to employ him, which prompted Max Shnider of Laminex, to approach Evode for information about the man. In June a position was offered to him, based in Sydney.
3.3.8. 9 July 1965.
As a point of interest Mr. Rust advised HS that a company called Sydney Cooke Ltd. had begun to produce contact cements and rubber based adhesives under a technical agreement with Interchemical Corporation and Angier Adhesives Co.
3.3.9. 16 February 1966.
Mr. Stan Rust informed HS that he was being transferred from Laminex on 30 June 1966 to be replaced by Mr. Max Shnider. He was being appointed as area manager of the ACI plant at Spotswood, Victoria. On this site were Australian Glass Manufacturers, ACI Engineering, Metal Stamping, ACI Insulators and Bruntons Bright Steel.
3.3.10. There was a considerable amount of correspondence on hot melt adhesives, the advances being made in various industries with these products for different applications and equipment on offer from various suppliers both in Europe and USA. It would appear that, at this time, the use of hot melt adhesives was very much in its infancy in Australia.
3.3.11. October 1972.
A letter in the Ajax file (see later) written to VV explained that about 12 months previously the Laminex business had been sold off to a company called A. V. Wehl by ACI. and all of the staff dispersed to other parts of the revamped organisation.
In many of the problems which Laminex encountered in staring up, they reflected the difficulties faced by companies which wished to break into a market already being served by domestic producers, they were situated long distances from some raw materials and, where they operated in countries with low population density, the governments tightly controlled import licenses for raw materials and production equipment, outflow of capital in terms of royalties and in many cases the imposition of very high tariffs on imported goods.
The correspondence also illustrates the classic mistakes made by new licensees. Invariably they faced a time lag in commencing production after signing a licensee agreement. Usually they had little or no expertise in manufacturing products they wished to sell into their allotted territory, they had no trained staff who could help them to get going quickly and, until they received confidential information from Evode some time after they had signed up, they were not in a position to explore their domestic markets for the availability of raw materials and manufacturing equipment.
All of this led to immense frustration for which Evode was usually and unjustifiably blamed. An additional problem was the desire to run before they could walk particularly with regard to the range of products which attracted them for the markets they wanted to serve. In the Laminex agreements there were a dozen or more products applicable to widely differing markets and they constantly enquired about adding more to the range, a recipe for getting bogged down.
In some areas such as Australia the question of double taxation had to be resolved which was another reason for the licensee to quibble over the level of royalty payments which he had signed up to pay.
The price of products offered to the market was a constant problem, dependant upon many of the factors cited above. There was an ongoing search for raw materials available domestically which would be suitable for use to manufacture Evode products without detriment to performance, which was the raison d`etre of the Licensee Laboratory in later years. Where building products were concerned there was always the problem of having them tested by the appropriate domestic authorities which was expensive and time consuming, an added frustration.
From the tone of his letters and the information given by Dr. Simon, who answered all overseas correspondence at this time, he was exceedingly proud of what had been achieved by Evode, being particularly adept at including commercial successes gained by the company in his replies.
Correspondence covering the period November 1971-August 1981. File No.6.
4.1. Laminex expressed the desire in December 1971 to terminate all of the agreements current with Evode Ltd.
4.2. In November 1971 HS met Mr. Peter Goodman in Paris to discuss possible co-operation in Australia.
Mr. Goodman was the director and general manager of Hollandia Proprietary Ltd., Box No.84, Lillydale 3140, Victoria.
Originally ownership of this company was 50% Bloch & Stibbe and/or their proprietors and 50% the Goodman family hence the company was involved in the shoe industry.
Currently the company was owned 75% by Dunlop with 25% remaining in the hands of the Goodman family with an option for Dunlop to acquire the remaining 25% within 18 months.
In his discussions with HS he asked for samples of Flashband to be sent to him with prices, similarly all examples of filmic adhesives made by Evode. He also expressed interest in a number of Vik products with a view to importation into Australia. HS discussed with him the situation which was evolving with Laminex.
4.3. 19 January 1973.
In a report of this date written by Mr, S. B. Knowlden, Sales Director of Evode (Export) Ltd. concerning a visit to Stafford by Mr. Goodman it is obvious that Ajax (Pty). Ltd. had been purchasing supplies of Flashband from Evode for some time and that a distribution system was already in place in Australia.
An arrangement was discussed whereby Ajax would become the exclusive importers, mainly of Flashband but any other “unique” products made by Evode which Mr. Goodman felt could be attractive to the Australian market.
Future sales would be dealt with on sight draft rather than letters of credit and all documentation would be sent to and be dealt with by the main Ajax office which would arrange for the shipments to be processed at the ports of entry by their agents at that port.
Previously Ajax had purchased only bright aluminium finish Flashband but samples of grey finish were requested to test the market. A markup of 20% was made on Flashband in most hardware stores in Sydney. Other products which were of interest to Mr. Goodman were Gun-O-Prene, Decorseal and Monopol, Bitufoil and Cladfast.
4.4. 24 January 1973.
A note contained in this letter from HS to Mr. Goodman advises that “….although Mr. Goodman is at this stage managing director of Hollandia, owned by Dunlop, he also controls Ajax (Pty). Ltd. which will be our new licensees in Australia”.
4.5. There was an exchange of letters dated December 1972 and May 1973 between Evode Ltd., Expandite and Ajax concerning the possibility of Expandite manufacturing sealants under the Evode brand name in Australia. Expandite-Rawlplug (Pty). were located at 157, Church Street, Ryde, NSW. It was proposed that this would be done in the Expandite facility there and, presumably,the sealants would be distributed by Ajax.
The suggestion was that the nearest equivalent of sealant made by Expandite would be given an Evode brand name but no formulation details would be exchanged.
4.6. For a reason undisclosed, Mr. Goodman suddenly became interested in Evo-Stik Timebond and wanted to get supplies on the market immediately. An exchange of correspondence between May-June 1973 refers.
It was explained that, by the nature of the product which was a thixotropic adhesive, it would not be possible to ship it to Australia because it became unstable at temperatures in excess of 46 degrees C, a temperature which could readily be reached in transit in tropical conditions.
The correspondence mentions a joint venture between Evode Ltd. and Ajax to manufacture adhesives but, as Ajax had no manufacturing equipment, long lead times would be involved in ordering and the making of the necessary kit to make Timebond. It was also a product which required strict temperature control during manufacture and filling out and an experienced control chemist to monitor the product at these stages and Ajax had none of these provisions available.
Mr. Goodman, ever keen to strike where competition was not present, was afraid that a domestic manufacturer would come up with a product similar to Timebond and in June advised HS that Norton & Selleys had begun to make such a product. HS asked for a sample.
4.7. 5 December 1972.
In a letter of the above date Mr. Goodman expressed interest in importing adhesives from Guild Industries in New Zealand. There was an exchange of correspondence with Guild Industries in which the latter supplied a list of products which could be exported to Australia.
In August 1973 Mr. Goodman advised that they were evaluating samples for paper, flooring and floor levelling supplied by Guild Industries.
4.8. 1 November 1974.
A standard Distributor Agreement of the above date was signed by Evode (Export) Ltd. and Ajax Distributors (Pty). Ltd.
This agreement covered Australia, was to run indefinitely but could be terminated by giving 12 months notice.
It covered “All products manufactured by Evode Ltd. as at 1 November 1974” and new products could be offered to Ajax as they became available the latter being added to the agreement with the intention of importation into Australia with 6 months of any new product being offered.
4.9. 26 July 1978.
An addendum to the above agreement was drawn up to exclude the State of Victoria for the supply of joint sealing compounds. (Presumably this was because Dimet was appearing on the scene).
4.10. 6 July 1981.
Following unspecified discussions held by G. B. Barrett, Overseas Sales Manager of Evode (Export) Ltd. during his visit to Australia, S. B. Knowlden, Sales Director, Evode (Export) Ltd. wrote to Ajax in a letter of the above date as follows:-
4.11. 10 July 1981.
These proposals were accepted by Ajax and the signed copy of the letter was received at Stafford on 20 July.
Evode (Export) Ltd. appointed this company to an Overseas Distributorship. It was a division of the Dimet Construction Products Division of Australian Consolidated Industries. In 1986 the Dimet Division was sold to ICI Australia.
5.1. 1 June 1981.
The Overseas Distributor Agreement allowed sales to be made within the territory of Australia and Papua-New Guinea.
The products included in the agreement included Evo-Stik Intucaulk, Inugard, Intufil, Flashband and Evode intumescent polysulphide sealant and such other products which may be from time to time agreed.
The agreement could be terminated by either party giving three calendar months notice in writing otherwise it followed the standard format of an Overseas Distributorship agreement, duly signed by officers of both companies.
5.2. 1 July 1981.
This agreement was one between Evode Ltd. and Acmil Plastics Products (Pty). Ltd. which gave them the status of a manufacturing licensee.
The royalty rate was set at 5% of invoiced sales and also to pay Mr. Ernst Laeuger of Melbourne, Victoria a separate royalty of 1% of invoiced sales. Minimum royalty rates were set at:-
|For the first period of 12 months . . .||£1,000.|
|For the second period of 12 months . . .||£2,000.|
|For the third and subsequent 12 monthly periods . . .||£3,000.|
Should the return in royalty fall below the above figures Acmil will make up the difference. The initial period of the agreement was set at 5 years with the option for continuation for a further five years.
The products specified for manufacture were Evo-Stik Intucaulk, Intugard and Intufil. The agreement was signed by officers of both companies.
5.3. 28 July 1981.
There is a signed statement on Evode (Export) Ltd. headed paper by “G. Thompson, General Manager” to the effect “We acknowledge the change to the Distributor Agreement for Flashband, Evode (Export) Ltd. letter dated 16 July 1981”. The letter of this date is not on file.
5.4. 14 December 1981.
In a letter of the above date from GBB to Dimet the offer was made to extend the license dated 1 July 1981 to cover polysulphide-based joint sealing compounds in addition to the intumescent range of sealants already specified, subject to the same conditions as set out in the original agreement.
5.5. 21 October 1982.
The letter of the above date to Acmil Plastics Products from GBB withdrew Flashband from the Overseas Distributors Agreement as this company had not exercised the option to sell the product on a non-exclusive basis.
5.6. 21 October 1982.
In a letter of the above date to Acmil Plastics Products from GBB he advised that the date fixed for the commencement of royalty payments on the sales of the Evo-Stik Intumescent range of sealants should not take effect until 1 October 1982. This was in view of the fact that difficulties had been experienced in sourcing raw materials for the manufacture of these products.
A signed receipt dated 10 November 1982 was returned to Evode (Export) Ltd.
5.7. 30 June 1983.
On this date a new agreement was enacted between Evode (Export) Ltd. and Acmil Platics Products (Pty).Ltd. acting through its Dimet Division. The manufacturing agreement extended the range of Evode sealants to include:-
The royalty return was set at 5% on invoiced sales with minimum royalties set at:-
The agreement was signed by the appropriate officers of both companies. While it followed the standard pattern of previous Evode licensee agreements it appears to have been compiled by Duncan Barren & Co., 44, Hunter Street, Sydney, 2000, as was the agreement of 1 July 1981.
In a letter dated 15 June 1983 appended to this agreement, Evode (Export) Ltd. acknowledges that Dimet already manufactures and sells polysulphide and silicone based sealants and asks for assurance that there will be no combination or confusion in technology or trade marks when the agreement becomes operative. This assurance was received in a signed copy of the above letter.
Also attached to the agreement is a letter from Evode (Export) Ltd. dated 18 August 1983 indicating that, at some future date, Acmil Plastics Products may be transferred to ACI Australia, both being part of ACI International Ltd. It acknowledges this fact and consents to the agreement being consigned to either of the above companies.
5.8. 21 July 1983.
A letter of the above date from Evode (Export) Ltd. to Acmil Plastics Products agrees to the inclusion of Evo-Stik Intucaulk 2828 to the schedule of products to be manufactured.
5.9. 18 April 1985.
This is a long letter of explanation written by Gordon Linsay, the newly appointed general manager of ACI Industries (Pty). Ltd., previously Acmil Plastics Products (Pty). Ltd.
It explains the historic experiences with all of the sealing compounds included in the agreement with Evode (Export) Ltd. and comments on why sales have not been achieved which would allow the minimum returns on royalties to be made. The reasons are laid mainly at the door of lack of technical knowledge of the products, ignorance of the markets targeted and misunderstanding of the strength and abilities of the competition.
His conclusion is that, of the products involved, ACI now only have interest in Intucaulk, Intuflex, Intugard and Polevo. This being the case he makes a plea for the renegotiation of the royalty clauses in the agreement while stating that he wishes to continue the co-operation with Evode.
5.10. 25 October 1985.
A telex message from Mr. R. C. Spooncer, Sales Representative of Evode (Export) Ltd. to Mr. P. Weikhardt, Manager of ICI Australia, concerns information received from Mr. Linsay that ICI has acquired Dimet from ACI and that this company will form part of the Specialised Buildings Products Division of ICI Australia. It explains that the agreement with Acmil Plastics Products (Dimet) is not transferable but Evode would agree to the use of its trade names until such time as a formal agreement was entered into with ICI.
5.11. In January- February 1986 Bill Pitchford, Manager of Evode (Export) Ltd. and Rodger Spooncer visited Australia in an attempt to re-negotiate the licensee agreement. In his report dated February- March 1986 Mr. Spooncer stated that:-
Mr. D. Butler wrote to Harry Venton, Chief Chemist of the Sealants Division, Evode Ltd., and enclosed the manufacturing information on Intugard, Intucaulk and Intufil. Batch logs for Intuflex and manufacturing data on Polevogun in all colours, curing agent and SRL 95/4 Primer were included. He advised that no data could be found in their files for Monopol, Airfield Sealant D200, Epoxy Polysulphide 2200, 2793, 2813, 2843 and Industrial Silicone Sealant.
6.1. 1 June 1981. An Overseas Distributors Agreement was negotiated with this company for the distribution and sales Evo-Stik Rok-Rap in Australia. This was a standard ODA signed by officers of both companies.
6.2. 18 April 1984. A letter of the above date written by Mr. G. B. Barrett acknowledges that the agreement of 1 June 1981 had been terminated as of the date of his letter because of a reorganisation within Kemp-Marr.
There was no other correspondence concerning this company.
7.1. Whilst on their visit to Australia in 1986, Bill Pitchford and Rodger Spooncer made contact with two people, Ron Frowd and Roy Rose. Both were at the time employed by ICI Australia but wished to go into business for themselves and were interested in forming a joint company with Evode Holdings Ltd. their interest being sealants, adhesives, flashings, powder coatings and industrial paints.
7.2. These men produced a substantial proposal for such a joint venture covering the above products, containing a market appraisal item by item and a financial plan.
The paper included details of the backgrounds and experience of both men.
Mr. Frowd was employed as a manger at ICI Building Products while Mr. Rose was a technical manager at Industrial Coatings, Dulux, Australia.
7.3. Following receipt of this proposal which involved both Evode Ltd. and Postans Ltd. internal correspondence was exchanged in which Roger Hatfield, MD of Postans expressed doubts about the timing of entering the Australian market, based on previous investigations.7.4. 12 May 1986.
Bill Pitchford wrote to Mr. Frowd to advise that Evode did not intend to pursue the matter further. Some background on Australia and the Australian licensees and agents Australia is the largest island and the smallest continent in the world, situated between the Indian and South Pacific oceans south east of Asia. It is bounded on the north by the Timor and Arafura Seas and the Torres Strait, on the east by the Coral and Tasman Seas on the south by the Bass Strait and Indian Ocean which also washes its western shores.
The land mass extends from east to west for about 2,485 miles and from north to south for about 2,300 miles, the area, including Tasmania being of the order of 2,966,151 sq. miles (UK 50,300 sq. miles). It is relatively flat, the Outback consisting of plains and plateaux which include the Great Sandy Desert, the Gibson Desert, the Great Victoria Desert and the Nullarbor Plain. The Great Barrier Reef, a world heritage site, extends for 1,250 miles along the east coast of Queensland from Cape York to Bundaberg.
Permanent rivers are limited due to the low rainfall and high evaporation rates except in the wetter east and south east the most important flowing eastwards into the Coral Sea, these being the Bundekin, Fitzroy and Hunter rivers. The only principal river which flows westwards from the Great Divide Range is the Murray, fed by its tributaries the Darling and Murrumbigee.
The climate varies from tropical (monsoonal) in the north to cool temperate in Tasmania but the majority of the country is hot and dry and the weather can be very unpredictable.
The primary produce of Australia is agricultural and it is self sufficient in food. It has an abundance of natural resources including fossil fuels, mineral deposits and precious stones. There are large deposits of uranium ore. The flora and fauna of Australia are in the main unique to the continent with about 22,000 species of plants 90% of which are indigenous. Similarly many of the animal species are not found in any other parts of the world due to the remoteness of the continent from other land masses.
Administratively the country comprises six States, New South Wales, Queensland, South Australia, Tasmania, Victoria and Western Australia and two Territories, the Australian Capital Territory and the Northern Territory. External dependencies are the Australian Antarctic Territory, Christmas Island, the Cocos Islands the Territory of Head Island and MacDonald Islands, Norfolk Island, the Ashmore and Cartier Islands and the Coral Sea Islands Territory. Canberra is the capital city of the country.
Almost 95% of Australians are of European descent. At the time of the first licensee agreement the population was estimated at around 9 million which currently has risen to about 20 million principally due to immigration, mainly resident in towns and cities along the eastern, south eastern and western seaboards and in Tasmania.
Australia is a self governing member of the Commonwealth with the Queen as head of State, represented by a Governor-General normally an Australian citizen, but the country is governed by a prime minister who is the head of the elected party chosen by universal suffrage. The parliament is bi-cameral consisting of a Senate comprising 76 elected members, 12 from each of the States and 2 from each Territory. They are elected for a 6 years term. The lower House of Representatives is elected in the numbers proportional to the population of each State or Territory, with at least 5 members from each. They are elected for a 3 year term.
There is a free Health Service financed by taxes and the Royal Flying Doctor Service provides medical care for people in the remote regions.
Australia was a founder member of the United Nations, the Commonwealth of Nations, is a member of OECD, the Colombo Plan and the South Pacific Forum.
As is adequately illustrated in this paper Australia proved to be a very difficult area for Evode to make progress in attracting sales for its products. The nature and size of the country dictated that it had to co-operate with a partner, be it licensee or agent to gain a foothold. However, the corporate structure of the potential partners proved to be extremely fluid consequently structural changes were implemented at regular intervals which led to a very unsatisfactory situation arising on numerous occasions.
Contrast can be drawn with the relatively successful operation in New Zealand which was in the hands of a small company, concentrating on a specific line of products into a market with which it was familiar whereas in Australia the partner was generally a small part of a large organisation subject to the wider aspirations of a remote board of management. Only in the case of Laminex, manufacturing a product for which Evo-Stik adhesives were very suitable and proven, was the partnership a success which began to fail when the corporate structure of ACI was changed.
Similarly the co-operation with Peter Goodman at Ajax was relatively successful at the outset until he began to widen the product base and try to operate in areas of expertise into which his experience did not extend.
The same pattern could be detected in the dealings with Acmil Plastics Products and Kemp-Marr which were subject to organisational changes.
I cannot recall much, if any, work being done on behalf of Laminex in the Licensee Laboratory and I cannot remember anyone from this organisation visiting Stafford. I did meet Peter Goodman on his numerous visits to Evode but when the arrangements were being negotiated with Acmil and Kemp-Marr I was engaged on other duties.