1.1. Over the years Evode Ltd. had attempted to negotiate terms with various
companies in South Africa to establish a licensee used Evode technology.
1.2. The ideal company would be one which was already in production on the margins
of the industries in which adhesives could be used.
1.3. It was also envisaged that the license could eventually be extended to the use of
Evode products which were employed in the building industry.
2.1. The information pertaining to the South African licensee is contained in nine
2.2. D5189/4/3/59 is lodged in the Stafford Records Office and contains details of
Graeme Stead`s visit to Stafford. File No.1.
2.3. D5189/4/3/60 is lodged in Stafford Record Office and contains plans of the
Elvolac factory. File No.2.
2.4. D5189/4/3/61 is lodged in Stafford Record Office and contains photographs of
the Elvolac factory. File No.3.
2.5. D5189/4/3/62 is lodged in Stafford record Office and contains Batch Logs used
by Elvolac in the manufacture of various adhesives. File No.4.
2.6. D5189/4/3/63 is lodged in Stafford Record Office and is a correspondence file
containing background data competitive products available in the Republic of
South Africa and also a few letters. File No.5.
2.7. D5189/4/3/64 is lodged in Stafford Record Office and contains brochures of
products made by Elvolac. File No.6.
2.8. D5189/4/3/65 is lodged in Stafford Record Office and contains correspondence
between Evode Ltd. and various organisations in South Africa which had
approached the company with a view to taking a license. File No.7.
2.9. This file contains an unsigned copy of the license for the manufacture of
adhesives in South Africa taken out between Evode Ltd. and Elvolac (Pty.) Ltd.
File No.8. At the time of writing this file is lodged on Stafford Site.
2.10. This file contains correspondence which passed between Evode Ltd. and
Elvolac (Pty.) Ltd. August 1971-September 1981. File No.9.
At the time of writing this file is lodged on Stafford site.
3.1. The copy of the agreement on file dated 2 December 1971 is not the original and
signators names are pencilled in.
3.2. The registered name, factory and offices of the licensee are given as:-
Elvolac (Pty.) Ltd.,
16, Ivy Road, Pinetown,
Republic of South Africa.
3.3. At the time of the signing of the agreement the Directors of the company are :-
R. W. Draper, Chairman
S. J. Draper
T. W. Draper
3.4. The other members of staff who signed the confidentiality agreement in October
1972 are given as:-
R. G. Finnie
S. R. McNair
A. D. Jeffries
3.5. This agreement followed the lines of other agreements reached by Evode Ltd.
with other licensees,
3.6. Sales were restricted to the Republic of South Africa.
3.7. The rates of royalty to be paid to Evode Ltd. were given as follows:-
5% on turnover up to and including £100,000
4% on turnover up to and including £200,000
3% to be paid in excess of £200,000.
Royalties to be paid free of any reduction whatsoever.
3.8. If the minimum royalties fell below the figures stated the licensee would pay the
deficiency to Evode Ltd. within 42 days:-
For the first period of 12 months the minimum royalty would be £500.
For the second period of 12 months the minimum royalty would be £1,000.
For the third and subsequent years the minimum royalty would be £2,500.
following the date of manufacture on a commercial scale, as agreed between the
(It was obvious that Evode Ltd. regarded the Republic of South Africa as a
lucrative market as the minimum royalty figures were set so high).
3.9. By virtue of this agreement the licensee could use the Evode Ltd. Trade Marks.
3.10. The period of the license was for 15 years with provision for an extension which could be negotiated between the principals.
3.11. The agreement and terms were subject to them being acceptable to the
government of the Republic of South Africa.
3.12. As with other agreements negotiated by HS this one was open ended which, in
effect, meant that the licensee could request and receive any information on the
range of products made by Evode Ltd., governing principally adhesive products.
3.13. HS and JEL have signed the agreement in pencil for Evode Ltd.
R. W. Draper has signed for Elvolac.
3.14. Supplementary Agreement.
3.15. This supplementary agreement between the original parties is dated 7 April
3.16. This agreement referred to that of 2 December 1971.
Although not specified in the original agreement Evode Ltd. apparently awarded
awarded a license to Elvolac to manufacture adhesives, mastics and sealants but
excluded Flashband, none of which are mentioned in the original agreement.
3.17. This supplemental agreement gave to Elvolac the rights to manufacture "any
other product or products as may be agreed in writing from time to time
between the parties and secret formulations associated with these products".
3.18. This supplemental agreement is not signed by any of the parties from either of
4. D5189/4/3/63. This file contains some relevant letters. File No.5.
4.1. 18 February 1972.
PWD wrote to G. R. Stead that Elvolac had acquired Braeman Agencies in Port
Elizabeth which distributed Persomol there. When Elvolac had a product to
replace Persomol they would begin to handle it. GRS was asked to evaluate the
products which Braeman Agencies made. At this time GRS was at Stafford.
4.2. 14 December 1972.
GRS wrote to WJL.
A company called Poly Resin Products were manufacturing Vinyl Products
adhesives under license but had now discontinued.
GRS sent details of the products made by Hoechst, Revertex and Triton (Rohm &
4.3. 18 October 1974.
PWD wrote to WJL following his visit to Elvolac.
Obviously this visit made a successful contribution to Elvolac`s attempt to break
into the adhesives market in the Republic.
4.4. This file mainly contains data on products made by other companies and which
Elvolac was assembling for possible use in a range of products to be made under
license. It also contains some information on raw materials data acquired by
Elvolac which were used during production.
5. D5189/4/3/65. Correspondence with other companies in South Africa.
5.1. As previously stated it was obvious that Evode Ltd had desires to appoint a
licensee in South Africa.
5.2. For a number of years correspondence had been conducted with various
organisations to find a suitable partner.
5.3. The companies which corresponded with Evode Ltd. included:
Industrial Chemical Products (Pty.) Ltd.
Vialit Road Products (Pty.) Ltd., a subsidiary of
The National Match Co. Ltd. of Pretoria.
W. J. Bush, South Africa Ltd.(Pty.) Ltd.
5.4. Nothing came of these exchanges.
6. Correspondence between 28 July 1971 - 21 September 1981.File No.9.
6.1. 28 July 1971.
R. W. Draper wrote to HS.
By implication this letter suggests that Elvolac, which is part of The Paint
Manufacturers Association and makers of industrial finishes, wishes to associate
themselves with Evode Ltd. to make and market adhesives of which they had no
RWD knew that Evode was exploring other possibilities and did not want to wait too long for a decision although Evode was his desired partner and HS had been impressed with Elvolac on a previous visit.
An early decision was requested.
(RWD was obviously the father of the family which owned Elvolac and RJ and PW Draper were his sons).
6.2. 2 August 1971.
HS replied to the above letter asking for a stay of one month when he expected
his negotiations to be complete.
6.3. 10 August 1971.
RWD agreed to the above suggestion.
6.4. 24 August 1971.
HS sent a telex to RWD advising that Elvolac could proceed with a license.
A letter followed.
6.5. 24 August 1971.
HS wrote to RWD.
This letter was in reply to a telex from RWD advising HS that Elvolac would now
go ahead with the license. There were obviously some points of contention with
the original agreement which could be discussed.
6.6. 25 August 1971.
RWD replied to the telex sent by HS advising that he would proceed with the
6.7. 30 August 1971.
RWD wrote to HS acknowledging his letter of 24 August and referring to his
telex of 25 August.
HS had sent a copy of a draft agreement to RWD and he replied as follows:-
1. As the types of products for which they were to be licensed were not
specifically described RWD wanted this aspect to be made clear. In a later
telegram he suggested that mastics and sealants should be included.
2. He also wished the territory allowed to Elvolac to be widened as they already
had associations in Mozambique, Angola and Rhodesia.
3. With regard to Clause 5A, Trade Marks, in order to generate business RWD
suggested that he should be allowed to provide products to other companies
which did not have the manufacturing facilities, in unlabelled containers. He
cited The Dunlop Rubber Co. in RSA as an example.
6.8. 3 September 1971.
HS replied to the questions raised in the above letter.
1. He agreed that mastics and sealants could be included as could sealing strips.
Evode already had an agent for Flashband in RSA so that product was
2. The license included adhesives for the shoe trade. Evode would prefer Elvolac
to co-operate with Colin D. Bailey (Pty.) in RSA.
3. Mozambique and Angola could not be allowed to Elvolac as these were part of
Somaco`s (licensee in Portugal) sales areas. Rhodesia did not raise a problem
but as Evode enjoyed large export sales to other African countries these were
4. The minimum royalties required were those stated in the appropriate section
of the agreement.
5. Private label selling was acceptable but, if Elvolac sold products subject to
the license to the market this must be done using Evode Ltd. Trade Marks.
6.9. 21 September 1971.
HS sent to RWD engrossed copies of the agreement by letter and one photostat
copy requesting that the engrossed copies were signed and returned. One
engrossed copy would be sent back to Elvolac.
6.10.5 October 1971.
HS acknowledged the return of the engrossed copies of the agreement.
However the transfer of royalties did not prove to be as simple as anticipated
due to the Company Law operating in RSA although the difficulties are not
specified. RWD was asked to resolve this matter as quickly as possible.
6.11. 29 October 1971.
HS advised RWD that, whilst in RSA, he had visited Mr. N. Griffin of
Weldmesh in the Transvaal. Mr. Griffin`s father is the Chairman of British
Reinforced Concrete in Stafford, with which Evode are on very friendly terms.
Apparently Weldmesh had applied for the Evode license in RSA and bore no ill
feelings that it went to Elvolac and they would like to distribute the products
which Elvolac make, but this was a decision for Elvolac.
HS pointed out that Weldmesh deal with the building trade and Evode could
offer a lot of experience in this area. RWD`s thoughts on this matter were
6.12. 29 November 1971.
RWD wrote to HS enclosing the copy of a letter received from Barclays
National Bank Ltd.
( The address to which this letter was sent was Messrs. Elvolac (Transvaal)
(Pty.) Ltd., P.O. Box 27123, Benrose, Transvaal which was different from the
RWD advised that the agreement had been approved by the Government.
Although the Government had imposed import controls which applied mainly to
consumer goods, permission had been granted to Elvolac to obtain raw materials
from abroad but the majority of them were available domestically.
6.13. 2 December 1971.
JEL sent the engrossments of the license to A&O together with a copy of the
letter from Barclays Bank.
The stamped engrossments were returned to Evode by A&O on 13 December
and then sent to Elvolac on 15 December.
6.14. 18 January 1972.
JJEF wrote to RWD concerning Trade Marks and spelled out that, where
"Evo-Stik Impact" was used "Impact" should always be shown in quotation
marks as it is an invented word. The descriptive word for the product is
"Contact" which is registered in RSA.
RWD was asked to let Evode know which version would be used.
As part of the agreement the use of Trade Marks could be extended to any of
Evode`s products. Where chosen the Trade Mark must be entered into the
Users Rights Agreement, signed by both parties and recorded by the appropriate
authority, giving the licensee the right to use the Trade Mark. This is done by
Evode`s Trade Mark Agent in London.
6.15. 16 February 1972.
RWD wrote to HS advising him that Elvolac had been selling adhesives
(presumably PVA-based products) to Sprite Caravans since late November
1971. These early products were based on an Elvolac formulation but they
changed to an Evode formulation subsequently.
The question posed by RWD was that, commercially, Elvolac would not start to
produce products under license until June or July 1972 and would like a view on
when the royalty payments would start.
6.16. 23 February 1972.
On 22 February HS wrote a memo to JEL asking for his advice on the above.
1. Clause 17.
Barclay`s letter of 22 November 1971 is quoted and it is assumed that
approval would have been given a few days prior to this.
2. The date of the signed agreement was 2 December 1971.
3. Clause 4(e).
This deals with the minimum royalties and should commence on either the
date of manufacture on a commercial scale or six months after the date of the
agreement, whichever is the earlier.
4. It was suggested that 1 July 1972 should be taken as when payment of
royalties should be started, taking into account the products sold by Elvolac
prior to this date.
Replying to Elvolac on this matter was left to JEL.
6.17. 25 February 1972.
JEL replied to RWD that:-
1. The date on which approval was given should stand so far as Clause 17 was
2. The minimum royalty should be paid for 6 months after November 1972 or
from an earlier date from when commercial production commenced.
It was noticed that, at this time, Graeme Stead who was Chief Chemist of Elvolac was visiting Stafford. He returned to Elvolac in March taking with him copies of the Supplemental Agreement which were to be signed and sent back to
The engrossed copies of the agreement were signed and returned to Evode on
19 April 1972. A copy was returned to Elvolac on 21 April after being stamped by A&O.
6.18. 9 July 1974.
TQDD wrote to RWD.
Apparently there had been discussion on the possibility of setting up an Evode
Ltd. company in RSA in conjunction with Elvolac.
TQDD wrote that he would be delighted to discuss this matter with RWD during
his forthcoming visit but, prior to that, Evode`s lawyers were being asked to
draw up a list of conditions and to calculate the approximate cost incurred.
He also asked for prices of mastics and sealants being paid by customers in the
building trade and details of import duty should Evode supply to Elvolac during
the interim period. He also wanted to know whether import permits were
6.19. 18 July 1974.
JEL had approached A&O for their opinion on setting up a new company in
RSA in conjunction with Elvolac.
Their opinion was:-
1. The name Evode should not be used.
2. If Evode was to be used in RSA
a) The new company must have a new name as soon as the distributor
agreements came to an end.
b) The new company should sell only Evode products.
6.20. 19 July 1974.
In a memo from HS to TQDD he expressed the desire that Evode should not be
used in a company name in RSA taking into consideration that it was close to
"Evo" and "Elvo".
6.21. 22 July 1974.
TQDD wrote to RWD advising that Evode`s lawyers had suggested that no new
company should be established in RSA unless it was wholly owned by Evode
and that its title contained the Evode name. This would be very expensive and
time consuming and, as such, was rejected by Evode.
In a memo of the same date HS was informed of the decision.
6.22. 7 May 1976.
TQDD wrote to RJD concerning an alteration in the license agreement which
Elvolac had submitted to Evode. This had been sent to Evode`s lawyers for
Their suggestions were enclosed with this letter and Elvolac`s comments were
Neither the draft of the lawyers suggestions not the comments that they
generated are on file.
6.23. 13 July 1977.
SBK wrote to Mr. R. B. Ritchie at Prolux Paints (Transvaal) (Pty.) Ltd. at
(EDMS) BPK, P.O. Box 4066, Alrode 1451, RSA.
The letter is headed "Amendment to the Agreement. Substitution of Elvolac by
Two copies of the Amendment of the Agreement were attached for signing. It
requested that both copies were returned to Evode Ltd. Subsequently
(presumably after engrossment) a copy would be passed back to RSA.
There is no evidence on file what this letter means. Presumably it was a change
of name of the company. It is speculated that Elvolac had been acquired by
As the Evode letter was written by SBK it can be assumed that TQDD had left
or was on the point of leaving the company.
6.24. 5 September 1977.
SBK wrote to PWD with a copy to K. M. Dienst, Prolux Paints Holdings.
Although the initials of TQDD are present on the letter he is not copied in.
It was obvious that this company had again begun to take an interest in mastics
and sealants. It had previously been dropped from the agreement as it was
considered not to be within the range of Elvolac.
In this case a number of questions were posed.
1. What was Prolux`s approach to concerned parties?
2. What sales force would be employed on this venture?
3. What product range would be offered?
4. What was the current market size for the products in question and what were the prices obtained?
5. What was the current works cost of Polevogun?
This data was required to assist Evode to progress the request.
6.25. 16 September 1977.
This was a letter from H. G. Swart, Secretary for Industry to the General
Manager, Exchange Control Dept., South Africa Reserve Bank, Pretoria, RSA.
It confirms that the company had undergone a change of name from Elvolac
(Pty.) Ltd. to Prolux Paints Holdings Ltd. and refers to the existing license
between Evode Ltd. and Elvolac and mentions Prolux Paints as a substitute
There is no objection to the change of name and gives the new licensees bank
as Barclays National Bank Ltd., Selby Branch, Johannesburg.
A copy of this letter was sent to EJ by Mr. Ritchie on 21 September 1977.
6.26. 30 March 1978.
SBK wrote to PWD
"Use of the Rockgrip Trade Mark". (Rockgrip was a Trade Mark of Prolux
Apparently the company wished to change the name in RSA but it was pointed
out that Evode would rather the use of "Rockgrip" be maintained as it was a
registered Trade Mark in RSA and that this formed part of the agreement with
Evode and Elvolac/Prolux Paints.
6.27. 2 May 1978.
This letter again concerns the use of "Rockgrip" without using the Trade Mark
It was pointed out that before the license was entered into with Elvolac Evode
exported "Evo-Stik" to RSA. It was a known brand and its use should not pose
6.28. 8 May 1978.
SBK wrote to PWD that his proposal that Prolux Paints should be able to sell
product in the Sychelles and Mautitius must be rejected. Evode Ltd. was already
well represented in these territories.
6.29. 29 August 1979.
This was a report prepared by SBK on his meeting with Mr. K. M. Dienst of
Prolux Paints Holdings.
Apparently PPH took over Elvolac Ltd. 18 months ago and regarded the license
agreement between them and Evode not to their liking. This meeting was to
obtain an exchange of views and the following was the result:-
1. PPH wanted to withdraw from providing adhesives for the shoe trade and also from industry in general.
2. The options considered were:-
a) Terminate the agreement. This was considered a negative approach as
Evode Ltd. wanted a strong partner in RSA.
b) Leave the agreement as it is. This was not satisfactory to either party.
c) PPH have their own chain of shops in which they sell paints, varnishes,
wallpaper and plastic coatings. They would like to continue to supply
adhesives to the DIY trade and leave Evode free to negotiate an
agreement with another company to provide industrial products.
The latter appeared to be the best option while retaining the link with PPH
although a conflict of interests could be foreseen.
d) They would like to use their own brand name "Rockgrip" for the sale of
Evode-based DIY adhesives.
This could be done by allowing PPH to continue to manufacture as an
Evode licensee or, if Evode came to an agreement with another company
it could supply PPH.
The new managing Director of Evode Export Ltd.,Sydney Wynne-Simmons
preferred a firm association with PPH.
e) PPH had run a very successful TV campaign on Easifil, it was selling well
and PPH wanted to buy the formulation.
As Evode wanted a successful wallpaper adhesive SBK suggested a trade off,
giving Easifil formulation to PPH in exchange for a good wallpaper adhesive,
without involving royalty costs.
f) PPH are not interested in mastics and sealants as they have their own
technology from ICI.
g) They were looking for a reduction in the rate of royalty which, to date, they have found difficult to assess. Also they wanted the values changed
changed from Sterling to Rands as this was closely linked to the American
h) The territories specified in the agreement were not to their liking as they
had manufacturing facilities in many African countries and shops in many
This report was made widely available as SJW-S was leaving for Africa on
6.30. 4 January 1980.
SBK Wrote to Mr. N. H. R. Pitts, Administration Officer of PPH. They had
obviously pressed Evode for an answer concerning a license agreement.
SBK advised that he had discussions with certain people concerning a new
licensee and had met Mr. Vosloo from Adchem Ltd., Port Elizabeth to try to
work out an agreement but nothing would be finalised until well into the
6.31. 9 September 1981.
PPH had been acquired by AECI Paints (Pty.) Ltd., 8, Juyn Street, Alrode 1450,
PO Box 3704, Alrode 1450, Transvaal, RSA.
Mr. R. B. Ritchie, a director of AECI wrote to SBK.
It was obvious that Evode Ltd. had not been successful in finding a suitable
licensee in RSA. This new company had ceased to use Evode technology and,
by this letter, advised that it wished to terminate the agreement with Evode Ltd.
as of 2 December 1982.
As they now had only small stocks of product made to Evode technology they
were assuming that the minimum royalty clause would not now be enforced.
Mr. Ritchie apologised that matters had turned out as they had.
6.32. 21 September 1981.
SBK wrote to Mr. Ritchie acknowledging his letter and accepting his
He advised that he would be visiting RSA before Christmas 1981 and would
continue to search for another licensee.
Some comments on the Republic of South Africa and the South African licensees.
The Republic of South Africa is the southernmost country of Africa, bordered on the north west by Namibia, on the north by Botswana and Zimbabwe, on the north east by Mozambique and Swaziland, on the east and south by the Indian Ocean and on the west by the Atlantic Ocean.
The land area of the country is 472,831 sq. mls. (UK50,300 sq. mls.) and consists mainly of high land throughout the country of over 900 meters. It consists of the Highveld, the Bushveld and the Middle Veld.
Pretoria is the legislative capital of the country while Bloemfontein serves as the judicial capital. Other major cities are Johannesburg, Pietersburg, Durban, Kimberley, Cape Town and Port Elizabeth.
The principal rivers draining the country are the Orange, Vaal and Limpopo.
Mountain ranges run from north to south of the country consisting of Witwatersrand, Drakensburg, Roggeveld, Snuee and Nuveld. The coastal plain on the eastern seaboard is the most fertile in the country in which Durban and east London lie.
The country has a temperate-sub-tropical climate with a wide variation of conditions due to its topography, the east of the country being subject to easterly trade winds off the Indian Ocean which take place in the summer months of October to April and deliver about 35 inches of rainfall. Other higher more westerly areas will only receive about 2 inches of rain. The Cape area is subject to the Atlantic winds and gets around 22 inches of rain during South Africa`s winter.
Temperature varies widely and is subject to its topography and location. It is dictated by elevation.
It is rich in mineral resources, particularly gold which is mined around Witwatersrand, diamonds in the Kimberley area and coal.
At the time of the license with Elvolac in 1971 the population was about 25 million but has grown very rapidly over the years. Blacks formed the greatest part of the population coming mainly from the Zulu, Xhosa, Twana and Sotha tribes. Whites were descended from Dutch (Africaans), German and French Huguenots. The British arrived after the purchase of the Cape Colony from the Dutch in 1814 for £6 million and soon took over. British became the official language in 1822 although Africaans is also recognised as are a number of native languages including Bantu. The British abolished slavery in 1833. Over the years people from the Asian areas have arrived in South Africa.
At the time of the license RSA consisted of four provinces, Cape, Natal, the Orange Free State and Transvaal the latter two being made self governing in 1906 and 1907 respectively before the Union of South Africa was founded in 1910.
Over the years the constitution of RSA has changed considerably but when Evode negotiated with Elvolac there were 48 members of the Senate elected for 10 years and 159 elected members of the House of Representatives elected for 5 years. All electors had to be of South African citizenship and of European descent. The franchise was given to female electors in 1930.
Apartheit was introduced into the Union in the 1940s and it was not until the 1970s that it began to break down. The first universal elections were held in 1994 after Nelson Mandela was released from prison but the country has always been troubled by politically motivated mobs.
In World War I lead by the pro-British President Botha their forces fought on the British side and defeated the Germans in South West Africa (Namibia). During WWII all members of the South African forces were volunteers and fought in the Western Desert and in Italy.
RSA belongs to the Community of Nations (it did not at the time of the signing of the licensee agreement), The Organisation of African Unity and The South African Development Corporation.
It is quite obvious that an enormous amount of the correspondence which passed between the companies is missing. The majority was between G. R. Stead and the Licensee Laboratory alluding to technical matters but ones which were essential to the success of Elvolac in the market place. It was very obvious from the outset that Elvolac was quite inexperienced so far as adhesives were concerned and did not know a great deal about the industrial workplace.
As previously pointed out the South African licensees were interviewed and appointed by HS being given an open ended license.
The time spent by GRS at Stafford and that by WJL in Pinetown assisted the progress of the company very much, although to my mind they had two very difficult problems to solve. One was the poor internal discipline in the factory. While they had been making paint in this factory for some years I found the factory manager smoking a cigarette on the shop floor and did not resolve the problem until I threatened to leave if the practice did not stop. Secondly was the labour problem which they faced. The majority was, of course, black labour who were used to leaving the job at the drop of a hat and going back to their villages. A lot of them were employed from outside the town. They came back to the factory and took up where they left off and no discipline was taken against them. It was a very difficult environment in which to run a business.
GRS was trained as a paint technologist and is basically why he joined Elvolac. He was not, at the outset, ready to take on adhesives but over the years he coped very well. He was married to a very dominant lady, had two girls, but slowly the marriage broke down. When we were together he many times told me of his desire to leave South Africa (it was at this time becoming quite lawless and uncomfortable to live in) and he wished to emigrate to Canada. Whether he did so I do not know but I do know that he eventually left the company.
With the expanding economy taking place in South Africa it was inevitable that Elvolac which was rather a small company surrounded by bigger players was taken over. It seemed that in the early stages some of the Draper family were kept on in the company. However the new owners were quite big in the market and in effect did not need Evode and its technology hence the agreement was terminated.