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21, Leadenhall Street, London, EC3

28th October 1918
James Burness & Sons

Dear Sirs,
Referring to Messrs Worms letter to you of the 23rd inst., and to our interview with Mr. Falconer, we write to explain the position with regard to the possibility of Messrs Worms & Co., purchasing some of the vessels which the British Government have decided to sell subject to their remaining on requisition until normal times.
As you are aware, none but British subjects can be registered as owners of British ships. A Company registered in England is treated as a British subject and can be registered as owners of a British ship. Since the War however various restrictive acts of Parliament with regard to British ships have been passed. In March 1915 an act was passed prohibiting the transfer of a British Vessel or a share in it to a person unqualified to own a British ship unless such transfer was approved by the Board of Trade. The object of this act was to prevent British shipping being sold to foreigners.
In August 1916, another act was passed extending the above mentioned act so as to apply to mortgages of ships made after the 10th August 1916, and also to apply to transfers of ships to "Foreign controlled companies" after the same date, and the act defined the expression "Foreign Controller Company" to mean any Corporation:-
(a) Where the majority of the Directors, or persons occupying the position of Directors by whatever name called, are not British subjects; or
(b) Where the majority of the voting power is in the
hands of persons who are not British subjects or who exercise their voting powers directly or indirectly on behalf of persons who are not British subjects; or
(c) Where the control is by any other means whatever in the hands of persons who are not British Subjects; or
(d) Where the executive is a foreign controlled company, or where the majority of the executive are appointed by a foreign controller company,
and the act went on to provide that any person who ceases to be a British Subject or becomes a foreign controlled company after the passing of the act his interest shall be subject to forfeiture. You will thus see that everything has been done to prevent the transfer or the control of British Shipping getting into the hands of other than British subjects.
We fully recognise the hardships upon Messrs Worms & Co., in having lost so much of their tonnage, and it is possible, though we think improbable, that the Government would transfer to them or to any British nominee of theirs any of the vessels which they have indicated they are willing to sell. It is quite clear that Messrs Worms could not satisfy the requirements of the Board of Trade at regards the declaration which has to he made on registration that no foreign company has any interest whatever in the Ship.
It is quite possible, however, that a British Company might purchase any of the vessels about to be put up for sale and at the same time enter into an agreement under which they would undertake to transfer the vessels to Messrs Worms at the end of the War and when permitted by the Government at a definite price. Of course it would have to be understood that the Company purchasing the vessel could themselves run her for their own profit in the meantime, as otherwise they could not make the necessary declaration to which we have above referred. The great point to be borne in mind is that the money which purchases the vessel must not be other than British money.
The Government would not concern themselves with any undertaking or agreement to transfer the vessel at a later period subject to the consent of the Government; that would be merely a matter as between the actual buyers and Messrs Worms.
We trust we have made ourselves clear.
Yours faithfully

Thomas Cooper & Co.