The Express.
London, England, 1853-02-01 00:00:00

SHREWSBURY AND BIRMINGHAM RAU,
WAY.

A special meeting of the shareholders of this com-
pany was held at Shrewsbury yesterday, "for the purposes
of adopting or otherwise the 32nd clause of the Great Wes-
tern, Shrewsbury and Birmingham, and Shrewsbury and
Clutter Companies' bill for an amalgamation of the three
companies, together with the resolutions referred to therein,
and passed at a meeting of the Board of Directors cf the
Great Western Company on the 30th of December. 1952;
and also for the purpose of submitting to tee proprietors the
several resolutions contained in the requisition." The
R. 11. CLIVat, M .P., presided.
The CHAIRMAN said—lt is my duty to brine the Limi-
ness of the day before you, and 1 shall endeavour to do so
with dietinctueu, clearness, and impartiality; and in
doing so, I cannot help congratulating the shareholders
on the different statements which have been published with
reference to this meeting; their good temper Ann the mode-
ration of their tone is a great credit to all emetics and I
hope that that fact may be taken as an indication that we
are coming to an amicable settlement of our unfortunate dis-
putes. 1 shall now place before you the proposals called
"A" and " B." The former is on the part of the Great
Western Company, and is is the shape of a resolution risking
for' the approval of the shareholders to the terms of the
guarantee offered to us by the Great Western Company;
the resolution "B" asks for either a modification of the
terms in a certain way, or to submit the whole question to
• committee of the Ilouse of Commons for their decision.
On the deposit of the Great Western bill on the 30th of
December, clause 32 was found in it, and, as appeared by a
minute of the Great Western board of that date, with their
approval. The clause was as follows
• And whereas the Great Western Railway Company are
willing, subject to the approval of parliament, to guarantee
in perpetuitythe annual interest or dividend and share of
profits next hereinafter mentioned upon and in respect of
certain shares in the said Shrewsbury and Birmingham and
Shrewsbury and Chester Railway Companies, the respective
holders whereof shall, before the 15th day of March, 1853,
have formally commuted in writing to accept of such gua-
rantee or share of profits in lieu of any ether dividend on
the said shares registered in their respective name., and
shall also have so consented to abide by and shall abide by
the conditions specified in certain resolutions of the direc-
tors of the Great Western Railway Company, under the
common seal of the said company, having reference to such
guarantee, and bearing date the 30th day of December,
1852; be it therefore enucted, that as respects all or any of
the said shares, the holders whereof shall have before the
said 15th day of March, 18.53, so signified in writing their
consent to accept of such guarantee, and who shall abide
by and fulfil the conditions specified in such re-
'solutions, and shall by notice in writing given to the
Great Western Railway Company at any time within two
months after the passing of this act express their desire to
accept of the annual interest or dividend and share of profit
hereiabefore referred to in lieu of any other dividend upon
Of in respect of the said shares, it shall be lawful for the
Great Wester* Railway Company, and they are hereby
required out of the proper monies of the Great Western
Railway Company, to pay to such shareholders as aforesaid
in lieu of any other participation in the profits of the sold
undertakings, or any of them, a dividend en the amount of
the said shares held by them respectively, equal to 31. per
cent. per annum, during the first three sears immediately
succeeding the passing of this act, and a dividend equal to
31. 10s. per cent. per annum for every succeeding year until
the date of amalgamation of the said companies herein pro-
vided for over and above one equal half-part or share of the
Iprofits in excess of the said respective dividends of 31., and
31. 10s. per cent. per annum, which may be earned, and
would otherwise have been divisable in respect of the said
shares during the said periods respectively, and the other
half of such profits in respect of the shares so auaranteed as
aforesaid shall go and belong to the Great Western Rail-
way Company ; awl from and after the date of such amal-
gamation there shall be added in perpetuity to the afore-
said rate of fixed dividend upon the said shares such a fixed
rate or sum of further dividend per cent. per annum
as shall be equal to half the excess over the said rate
of three pounds ten shillings per centum per annum, which
may be paid in every subsequent year by way of dividend
on the ordinary shares or cock in the capital of the united
company; and from and after the expiration of two mouths
from the date of such notice as aforesaid, and in considera-
tion of the annual payments so guaranteed as aforesaid, the
Great Western Railway Company shall be entitled to re-
ceive all the dividends and earnings upon the chutes in re-
spect of which such payments shall be made, and to exer-
cise all the rights and privileges in respect there of, which
might otherwise have been exercised by the holders of the
said shares, save and except the right of voting with refer-
ence Os the period of amalgamation of the said comuanies:
provided always, that nothing herein contained shall pre-
judice or affect the right of the shareholders in the said
last-mentioned companies, who shall exercise the right to
claim such guaranteed interest or dividend, as aforesaid, to
the proportionate amount of dividend out of the London
through traffic, which may accrue, or may have accrued to
them in respect of their shares up to the uate of the pasting
of this act, by virtue of any of the provisions herein an-
tamed : provided also, that any such guarantee of interest
or dividend. as aforesaid, shall not be made so as to preju-
dice or affect the rights or interests of the holders of any
shares or stock in the Great Western Railway Company
created before the passing of this act, and entitling such
holders in respect thereof to the payment of any preference
or fixed dividend out of the profits of the undertaking of
the said last-mentioned company."
I The foilowiug is the minute :
" Resolved—ihat the directors of this company do concur
in and sanction the provisions contained in the printed
clause No. 32 of the Amalgamation Bill about to be pre-
sented to parliament, and they hereby undertake (subject to
the following stipulations) to use their beat exertions to pass
the said clause, or one to the same effect, in the Amalga-
mation Act (18.53), for the purpose of securing the guarantee
defined therein, of 3 per cent. and 3i per et at., with half
of any surplus profit on shares (to be specified in a schedule)
to those shareholders in the Shrewsbury and Birmingham
anti Shrewsbury and Chester Railway Companies respec-
tively, wko may severally sign and deliver to the secretary
of this company on or before the 15th day of March next
an the annexed form) their acceptance of the said terms
and their consent and promise to abide by and perform all
the conditions, and who shall have fully abided by and
performed every condition up to the passing of the Amal-
gamation Aet (1853), upon the faith of which alone the said
guarantee is hereby consented to. 1. That an extraordinary
general meeting of each of the two companies be held during
the month of January, 1853 at which the said clause
and this resolution shall be submitted for approval,
and that the same be adopted at those meetings as
supplemental to and confirmatory of, the existing agree-
ments, and not in substitution thereof. 2. That the meet-
ings of each of the two companies to be held in pursuance
of any standing orders of parliament, shall, by the required
majorities, duly approve of the Amalgamation Bill, and of
any other bill necessary for ratifying existiag agreements
between the three companies. 3. That the Amalgamation
Bill shall pus into law during the session of 1853. 4. That
every shareholder in the two companies respectively shall
be entitled, within the time prescribed, subject to all the
conditions hereof, to declare his acceptan e of the said gna,-
runlet); but no person shall be deemed to have accepted the
said guarantee (without the special consent of this company
to the contrary first signified to him in writing), unless he
shall have duly signed the acceptance in the requisite form,
and shall have delivered the same, together with the certi-
ficate hereinafter mentioned, to the secretary of this com-
pany, ow or before the 15th March next. 6. That each of
the shareholders signing the said acceptance shall thence-
forth do and perform every act necessary to procure the
sanction of parliament to the intended Amalgamation
whether by voting or otherwise; ant shall agree to con-
firm and give validity to subsisting agreements between the
said three companies; and that each shareholder shall also
abstain from any act which may tend to postpone or defeat
the amalgamation bill, or any of the said agreements.
6. That any shareholder who may cease to be registered on
the books of the company, as the proprietor of the shares
scheduled in the form of acceptance, shall forfeit all right
and privilege for himself and his assigns, of any future op-
tion of the guarantee. 7. That in each cue the formal
acceptance in writing mast be accompanied by a certificate
from the secretary of the company, declaring that the sche-
duled share' were duly registered at the time, in the name
of the person signing the acceptance, so that the guarantee
be strictly limited to the shares specified therein. 8. That
the voting lists signed by the scrutineers duly appointed, or
by the chairman of any meeting, shall be deemed to be
conclusive evidence of the fact whether the shareholder bas
or has not abided by and performed the conditions, as far as
the voting at such meeting of the company shall affect his
sight to the guarantec.—A tree copy.—(Signed) Case. A.
SerneDwas, Secretary."
In compliance with that clause the directors wet e about
to call a meeting, when they received a requisition
from the shareholders, proceeding on Mr. Scott's lugged-
Hon, and to which the board gue the fullest attention;
the proposal of Mr. Scott being, that the shareholders
should accept the decision of a committee of the House of
Commons as a settlement of the matter in dispute, leaving
it to the two great companies to act as they pleased in the
House of Lords. After this letter of Mr. Scott was received,
a meeting of our board took place at the Prince of Wales,
near Paddington. The board assented to the principle
suggested by Mr. Scott, and proceeded at once to the Great
Western Company, before whom we laid the resolution of
the joint committee of the Shrewsbury and Birmingham
and Shrewsbury and Chester Companies, and which was
u follows
Resolved—That it is the opinion of this meeting that
the proposition suggested in Mr. Scott's letter can only be
considered as a question affecting equally both the Shrews-
bury companies. That it is most desirable to adopt such
cnioadedin: erdb enhe:condtolidfne
andreNorth Western Companies, test which is being carried on between two
sections of the shareholders of those companies. That an
I engagement by the shareholders to abide by the decision of
mmeepasturtehseascownill terminate in the present session of parlia-
ment
committee of the House of Commons, and to offer no op-
position at the Wharnclitfe meeting to the bill which may
etffheisct min'icehtinogbject. That it is flees's-
before being asked to sign a ro-
be submitted to them thereat, as the resosufltarofasthatht
cdeschisario:
tosa
call a meeting as suggested by
poste-sionholders
Mr. of the bills of the Great
noultatttrh;:l:n.
hecodtohopsnihi
spe-
cifyingWeste
the terms upon which the amalgamation is proposed
in each case to be carried into effect."

" MINI:TES OF OItEAT WESTERN DIRECTORS._

"Paddington Station, Nov. 30,1&51.—The GreatA estern
directors regret that they are unable to concur in the reso-
lutions which have been read to them by Mr. Clive as has
been passed this day by the two Shrewsbury boards in
reference to Mr. Scott's proposal to Mr. Clive. They are of
opinion that it may be desirable to enter into sonic arrange-
ment to avoid a technical difficulty in proceeding with any

tall the urn parliament from the want of due coirpliasee
with the W hunch& standing order. provided it can be done
openly red wr 'woolly, with the full coneent of the share-
holder . 1 the two ebrewsbury companies, and of the Great
Western slid London and North Western Companies, to
permit the two horn of parliament to riptide'. the merit•
of any tells offered for amalgamation before both commit
tees. But the Oren Waters Company cannot be parties to
approve of any relinquishment of the subsisting agreements
late which they have entered, or to recognise in any other
Stage teen the mere formal compliance with the Whirs-
there order any other bill for amalgamation than that
wend ta under the deed of the Nth May. ROI, to which
they cutrider the three companies pledged to give their
mippor through both bowies of parliament whatever Cif.
ausstellen may occur. For the same reasons they beg to
state that the first naregvaph in the second memorandum
markt d . 11,' read to them also by Mr. Clive, is • misappre-
emission at the views of the Great Western directors. If
Mr. Soot can satisfy all parties that the result of his sug-
gestion will in no way prejudice the position of this COM.
pray, ascepting as to the mere formal compliance with the
Whiancliffe order, applicable to any bills for amalgama-
tion, whether presented by the Great Western or London
and M.rth W. stern Company, but that the alliance wider
deed act lIey,ISSI, Is to he supported throughout, the Great
Western will entertain the suggestion, but not otherwise.
(Migne-11 C. Rtetrothe, Chairman."
The ..is. gentleman afterward,' entered at length into a
description of the vested questions, which have so long
*pitied the proprietors: he tonk it for granted, he said,
that the London and North Western were prepared to
carry out their agreement iii its fullest integrity; he
pouted out the difference between the offers made by the
two companies, and .:pressed himself as of opinion that it
would he nowise to create two classes of shareholders, as
eugge,ed by the Great Western Company; he bored that
those 'aims would be modified, believing, as he did, that
parliament would not sanction anything so completely
without precedent. The hon. gentlemen recommended a
complete union and amalgamation with the Shrewsbury sad
Cheater Company ; for this purpose a bill would be rub-
Emitted to the sharehreders ; believing, too, that it was the
lutes: ten of tho legislature when it allowed the broad
gauge to get to Birmingham, that there should be another
line to th,, Mersey, and certain that there was an abundance
of trete fur two, he moved a resolution, to the effect that
the shareholders approved of the provision contained in
the clause prieted above, and u approved by the Great
West. sea Company.
Mr. lithe, the Deputy-Chairman, seconded the mo-
tion.
Mr. Scorr moved the following amendment:
. I Thet in the opinion of the meeting the conditions
which, by the provision of the 32nd section of the Great
Weett rn Amalgamation Bill, and the resolutions of the
director....f that company, the shareholders an required to
°empty with, before they can entitle themselves to exercise
the opt:on of accepting, in lieu of the proposed terms of
amalgamation, a fitted dividend of 31 , 31 per cent. and half
profits, are impracticable and unjust, and that this meet-
ing r. quires that such 32nd section of the said Amalgama-
tioe Bill be altered so as to entitle all the shareholders of the
Shrewsbury and Birmingham Company unconditionally,
and without distinction, to exercise such option within two
mouths after the passing of the act.
.2. That the Traffic Arrangements Bill being, in the
opinion of this meeting, calculated only to embarrass the
real questions at issue between the two sections of the pro-
peneiry, the same ought to be withdrawn by this cont-
o 7•
3. That if the 32nd section of the Amalgamation Bill be
altered so as to comply with the first resolution, it is the
opinion of this meeting that the question of a Great Western
or a London and North Western alliance with the Shrews-
bury and Birmingham, and the Shrewsbury and Chester
companies, will be beet decided by the eammittee of parlia-
ment, to which the several bills promoted by these cata-
pult s will be referred, and that it will be the interest of
the shareholders to obtain such decision upon the merits of
the bills in the present session, and with that object to pro-
mote when required a compliance with the Wharneliffe
standing order of the House of Lords in favour of such bills
u shall par the House of Commons.
'• 4. That in the event of a decision of the committee of
the House of Commons upon the merits of the two classes
of bills in the present session, this meeting pledges itself to
rapport by voting. at the Wharocliffe meeting, or other-
wise, and to abstain from opposing in the House of Lords
such class of bills as shall have been adopted by the said
committee, upon the following conditions:—l. That the
32nd section of the Great Western Amalgamation Bill be
altered in conformity with the first resolution. 2. That the
Trate Arrangements Bill be abandoned, and the bill to
confer on the Great Western Company power to run over
and hay down additional rails on the Shrewsbury and Bir-
mingham lino be opposed, unless incorporated with, or pro-
ceeded with in its various stages after, the Amalgamates
Bill. 3 That the bills of the London and North Weems
Company are passed by the committee, so as to seems
absolutely and permanently to the shareholders of the
Shrewsbury and Birmingham Company the terms set forth
in their bill, via. :—• fixed dividend of-4
per cent., with the
option to its London anti North-Western Company to=
thine the Mesh et the Shrewsbury and Birmingham
pay se .Mg 4th. That the direness of the lama
is., awl Msmmgaam Company do MB: the mell ell Gee
empney le my petition or petitions to either beam et per-
Mement. sad do all other acts which counefigijegadethe to
be aseemery for ' all is say of the mile-
Sens into effect ; sue am et **armless to eseeidered
es without prejudice to my "grooms* alga to km Mee
mewed into with the areet Miasma et Imam esd North-
• Western Companies.
0 6. That • seemitlees welling et tee ameheiders to
be nominated at the mulles be ermined ee midi the
interests of the its.. em hi ptomain the Mega,
resolutions te be mind Me Wm.
In the some et a brigthesed spmeh the limennale
Cinandetailed the elgestions be mdertelsoll to
Great Wawa Ussapeare megabit esersh-
. tie: the distimlisa anesapea to masa
the shareheidow. and (lie said) It moie be hem
Is Wei that shareholders who signed as Great Weans
ilmations virtually signed away all their privileges m
ilenbliilift and goad themeless entirely at the enemy
et the semnirri to which be had referred. The ear
et the Lenin sid Nora Wasters Oempaity was *if mad
• Milan : they were willing, if the Ilas Ives banded over
to them, to Me it at ease, and to ham it made
eery that they should pay the dividing. taking=
the larewsbory sad Binalashala shares at par.
re ag: rd cuumeaded the withdrawal of am Gale
mats bill i a emolete amalgamation wee as mai=
lobe anima with Wass weer eared the two m
eentredieg ger it. sod erait, atieh padbessallefeal=
Tao gauge till he esnamed Stlll Men .imemish so
if it peeved this mespany would be hi the '
etretsil
bands of the Great Wanes Compaay, w SNOT
into conspetitio•—tea its trains over the and
Birmingham line—take all terminal ebarges—noeme wr de-
stroy long Maids, and in fact make full use ofehillas without
say at the eist of maintaining it. He Masi that be was
hostile to the Great Weems Company ; Me sae
was that the iniselehing amid be pitied be sash a
° Um that theruileliey shoat maim a Mir swat of rs-
museratien
Mr. Oohs meendrteMadmieit.
After ems amnia the tee resolutions ware
Put from the Aar, Mai the use meal by Mr. Seen was
declared to be omeend be a large sairlty, and so fat adverse
to the Great Winona Company.
A poll waa set , but Mr. Knot, at the chair-
man's request, sammed that the prozlei sent in to the
board wen as !lows:

Votes.

For resolution B, Mr. Scott's.... 625,6441. 10,433
A, Great Western.. 110,0281. 2,433
Proairs representing stock to the value of 45,3181. had
area sent in, leatiog it to the discretion of the chairman
and deputy-chairman as to which way they should be

ssed.
A committee of flee shareholders, consisting of MIMI.
(teach, M.P., Scott, Runt, Terra% and Webster, are
empowered to carry out Mr. Scott's resolution.
' A vote of thanks to the chairman terminated the business
of the meeting.

SHREWSBURY AND CHESTER RAILWAY.
A special meeting of this company was held after
the above meeting terminated, Mr. William, of Chester,
in the shah ; the objects of both were similar, and precisely
the same resolutions were moved.—Mr. Knox moved, and
Mr. Norris minded the resolution moved by the chairman
of the Shrewsbury and Birmingham Company as given is
the report.—Mr. Gordon Thompson moved and Mr. Bast
seconded the resolution moved by Mr. Scott.—A very long
and rather warm discussion ensued. On a show of hands
Mr. Gordon Thompson's amendment was declared to be
carried. A poll was demanded but afterwards withdrawn.
By • subsequent resqlution the directors were authorised
without prejudice to smiting agreements, to make such
arrangements as shall appear best calculated to effect, in
the present session of parliament, a satisfactory and final
settlement of the relations and position of this company in
regard to other companies, by omaining • decision of the
two houses of parliament on the merits of any billssubmitted
to them, without impediments arising from technical diffi-
culties, or non-compliance with standing orders.