The Express.
London, England, 1852-10-02 00:00:00

EASTERN UNION RAILWAY.

Yesterday two meetings of the preference share,
holders of this company took place at Rad'ey's Hotel,
Bridge-street, Blackfriar?, one of the holders of the No.
shares, called by the directors " for the purpose or mn.
ousting to and approving of the said directors attaching to
the new shares created under the provisions of the said set
or any pert or number thereof, such preferential interest
or dividend (but not exceeding the rate of 4t. per center'
per annum), as such directors may determine ;' and the
other called by Messrs. Sturge and Scholey, on behalf of
the committee of preference shareholders—of the holden or
all classes of preference shares, " to concert mea.un sfw
their own protection as against the proposal of the dint.
tors:"

--the purpose of the second meeting being preliminary, ,j
was held at 12 o'clock, the directors having advertised their
meeting for two.
Mr.J.R.Baostrawe,the chairman of the preference share.
holders' committee, was voted to the chair, and Lsveg,
briefly opened the proceedings, called on
Mr. Sreieou, who proceeded to explain that the perigee
of the meeting which was to follow was nut, as was gene.
rally supposed, to obtain the consent of the shareholders to
the tune of the remainder of the 250,0001. preference stock
authorised by the act of last session to be raised fur payieg
off the debts of the company, sod of which the origins! 'Lac.
holders had refused to allow more than 50,0901. to issue,
but to enable them to issue 77,800/. beyond that, under
another provision of thu same act, which allowed them,
with the consent of four fifths of the No. 1 preference
holders, to issue new shares to the amount of the unbelted
and extinguished stock under the previous sets, which new
shares were to have a preference dividend over all other
preference stock, their-50,0001. creditor.' stock. Ile me-
tended, in the first place, that such extra issue was ewe,
emery to meet the debts unsecured at the time of pinui;
the act, the 250,0001. being 101310 12,0001. more than Mai,
cnt for that purpose, and that it was roostunrea-
sonable and unjust for the original shareholders to
expect those who had come forward to their relief
and advanced their money upon the condition of a prefe-
rence dividend to give a new elates of holders a preference
over them beyond those necessarily created for the liquida-
tion of the company's debts. it was quite e.ear that if
these new shares were.
Gi
entitled to a preferecceclividend of 1
reent. the existing preference holders would be rth, r
damaged to that extent. It was true the directors might
Inoue these additional shares without calling the exi,tieg
holders together, hut they could not attach a preferewe
dividend to them without the consent of four-fifths of the
No. 1 holders. Then, there was no security again‘t
directors issuing these shares below par, so as to give them
a higher dividend than 4 per cent. It was the duty of the
directors, if money was required beyond the 240,01101., to
forfeit all shires upon which the calls had not beta
made, and to realise all the other mitts of the
company, as the surplus !rod, the property at Ipswich, and
the Stour Valley and the liarwich shares, which he was
convinced would be more than suthei..nt to meet all their
liabilities, beyond what were provided fur by the creditor,'
stock. lie denied that the position of the original share-
holders was so hopeless as had Leen represented. The
present fined charge of 75,0001. was now in course of reelec-
tion, by calling in bonds and renewing them at a lower
rate of interest to 68,000/. ; most of the 6 per cent. and all
the 10 per cent. preference stock was redeemable at par,
which, supposing the estimate of traffic made by Mr. Wulf
during the negotiations with the Eastern Counties Com-
pany was correct, six. that the line would produce a set
105,0001. (and he, Mr. Surge, from a careful examination
was convinced it would produce at least 100,06 e."
be done gradually, and the original holders, in a few year!,
would come into dividend.

A PROPRIETOR inquired whether the requirement of the
Clauses Consolidation Act—that a detailed statement of the
liabilities of the company should be given by the directors
half•yearly—hsd been complied with.
Mr. Srtuon said it bud not, but he had been supplied
by the directors with sufficient information to enable him
to say that the 250,0001., together with the assets which
might be realised, would enable them to pay off their liabili-
ties.

Mr. lki'LkultB reminded the meeting that the issuing of
this 77,8001. together with the 240,000/. would take 15,000/.
a-year away from that which otherwise might mine to the
present preference holders nr dividend. At all events they
ought not to sanction this additional issue WWI the oriamai
shareholders had agreed to the WIMP of the whole of the
creditors' stock.

A Paoratirroa excalpated the directors from all blame
in the matter. They had attempted to issue the 250,0001.
but had been defeated by the proprietors, who had refused
to sanction the issue of more than 50,0001.
Another PROPRINTUR said that the reason why the
common stockholders refused to issue the whole '250,000/.
was because the preference hold( rs would not consent to
any arrangement for reducing the rate of interest payable
on their respective shares.
Mr. Srunon urged that the common stockholders were
not justified in repudiating the bargain they had made with
the preference holders. If the case was a hopeless one (as
he had once feared it was), he might be disposed to meet
them in another spirit ; but they had the mean' of freeing
the company from debt, of reducing their fixed charges,
and of going to the Eastern Counties, and making such an
arrangement with them as should secure them a return,
er, if no satisfactory arrangement could be come to, of
working the line by contract. He believed he was meets-
log the views of the majority of the preference holders,
when he said they were determined to insist upon their
rights, and would not submit to the attempts at repudia-
tion which a majority of the original holders were making.
lie suggested that if the original holden would not Act
justly, that the preference holders should subscribe to t
fund for the purpose of holding meetings, sending round
circulars to all the proprietors explaining the circumstances
of the case, and bringing public opinion to bear on them
by means of the press. To such a fund he was at once pre-
pared, if necessary, to put down his name for 130/. (Hear.)
What be had now to propose to them was that at the meet-
ing to be held presently they should meet the resolution of
the directors for attaching a preference interest to the pro-
posed new shares with a direct negative, at all events until
the remaining 200,0001. of creditors stock should be issued,
and that a committee should be appointed to watch over
the interests of the preference holders, to negotiate with the
directors, and take such steps as they might deem no-
ecassary.
After some conversation resolutions embodying both pro-
positions and appointing Messrs. Bagshawe, Sturge, and
Scholey, being the members of the previous preference
shareholders' committee, together with Messrs. Baker and
Ovendon, as the members of the new committee.
It being now two o'clock the directors entered the room,
and Mr. Cobbold, M.P., the chairman of the board having
taken his seat as president, the business of the meeting
summoned by the directors eocameneed.
The advertisement having been read,
Mr. Baker, Mr. Bturge, and other shareholders pro-
tested against the meeting as being illegal, it being ad-
mitted that a large proportion of the No. I preference
holders were not registered.
The CHAIRMAN explained that the registration bad been
left open for the convenience of the shareholders themselves
in order to facilitate the transfer, but every endeavour had
been made to induce the holden to come in and register.
He was advised that the holders of unregistered scrip could
not vote ; but, if the meeting desired it, he was prepared to
take such votes for as much as they might be worth.
In reply to a question from Mr. Lechmere,
The CHAIRMAN stated that the total amount of debts
and claims of all kinds for which the company was liable
was 414,0001., of which 32,0001. had been converted into
creditors' preference stock. He then proceeded to complain
that he had received no intimation of the private meeting
of shareholders, or what their intentions were. His object,
and that of his brother directors, was to deal fairly with
all classes of proprietors, and he altogether denied that
they desired to repudiate the claims of the preference
holders; but they felt that unless the ordinary share-
holders and the preference holders would work together,
and come to some understanding, it would be impossible to
rescue the company from its difficulties. The directors
gave no opinion adverse to the claims of tho preference
holders, but it was for those holden themselves to convince
the other proprietors of the injustice of which they com-
plained. The board itself was powerless, for whatever pro.
pond they brought forward might be rejected by the vote
of a minority of either class of shareholders. The resolu-
tion be had to submit was to the effect that the meeting
consents and approves of the direeton of the company
attaching to the new shares created under the
act of 1832, or any part thereof not being issued
under such interest or dividend, preferential or otherwise,
not exceeding 4 per ct. per annum, as they may determine,
provided the holders of the common stock shall previously
consent to the conversion into creditor stock of the 200,0001.
of debt due by the company, being the remainder of the
250,0001. authorised to be so converted by the same act,
such creditor stock not to ho issued or taken up under pnr.
Mr. Literimann, on the distinct understanding that the
77,8001., which the resolution proposed to issue at 4 per
cent., was to follow and not precede any part of the
200,0001., would second the motion.
Mr. OVIRDON moved an amendment, refusing the con-
sent of the meeting to the resolution, and repeated the
complaints and statements made by Mr. Sturge in the pre-
vious meeting.
Mr. STIIRON seconded the amendment. The propesed
issue of stock was unnecessary. He was convinced that
with 250,0001. creditor stock, and the available assets, he
could get the company out of all its difficulties ; and then,
at some future period, these 77,0001. odd of extinguished
shares might be used with advantage, es a means of redeem-
ing_some of the fixed charges.
The CHAIRMAN remarked, that if he had had the op-
portunity of hearing before the meeting, what he had heard
since, it was probable the resolution might not have been
proposed in the same terms. Ile doubted Mr. Sturge*s
power to clear off all the difficulties of the company, by the
means he bad suggested, without doing injustice to some
parties, whose interests they were bound to protect. If the
ordinary shareholders and the preference ehareholdert
would agree, which after all they must due in the end, he
thought it not too much to suppose that the latter would
consent to allow their shares to be redeemed off at par,
some arrangement being made for paying off the interest up
to a given time. (Cries of " Hear, hear," from all 'idol
It wee something of that kind that the directors thought of
suggesting, if a committee of joint shareholders hail been
agreed to.—(Near, hear.)
Mr. STUSIOB here intimated that the preference holder.
had just appointed a committee, for the purpose of emir:
to some arrangement.
The CHAIRMAN thought it would be batter if it had h 'en
done publicly at a public meetiug. It was not, however
too late to atlioint it publicly wAr—(cheer)—and no doubt
if it were armed with sufficient powers, and. was animated
with a spirit of concession and fairness, a satisfactory
rangement would result.

Lecisaaaa wished it to be eadeeseeed that he fee
gas ear,:gaise a Ihrthias el the acmeet fauna
dot os " Meth.
our leethbesei illemeies • vete vie hikes as the
.....tocet, whist wee netted by 13 to 3, the dieeetese bet
petal Min way.
suggilde• of the chairman of re-appeistiag the
Tw
missitive et peetheesee shareholders rabbet, was thew
adeptid, tb• iiiakrOMlNPa, , Mame. J. Y. Dershave,
otvge =, W. Ithd Oreselh Wei tlittee, led
/ewer th le then se make with the Amon est
Sidirinto et /camel alareheidere out an mean eisseelei
in* tt, laseeeste et the holders of protheses these%end
M old w their mothrt, the director: ON* the Meth
1,00 uedeelthis to eve then were he ell esseeste
mod Mx 11.
T ileseelthel thisiesisd with the arilasty vote et
thanks.