The Express.
London, England, 1867-03-29 00:00:00

anr.t? WESTERN RAILWAY.-(THIS DAY.)

This afternoon, at 1 o'clock, the adjourned half-
yearly meeting of proprietors was held at the Paddington
Terminus Sir D. GOoell in the chair. The peculiar Mr-
cunistowei under which the meeting was held led to a
very large attendance.

The following circular, which has just been issued by
the board, was presented:—" When the directors re.
commended the adjournment of the general meeting,
held on the Bth inst., they did so in consequence
of the pendency of negotiations for raising a sufficient
sum of money to enable them to inset the pressing claims
on the company. A proposal was made to the govern-
ment for temporary assistance, %Lich, looking to the pe-
culiar circumstances of the ease, the large interests in-
volved, and the ample security the company were in a eon.
slition to offer, it was hoped would have been acceded to.
The directors, however, regret to state that their applica-
tion was ineffectual ; the government, whilst reserving
their ultimate freedom of action, having declined to adopt
the proposal submitted to them. Feeling the uncertainty
of any ,ex tenni assistance being obtained of sufficient
amount to relieve the company from the burthen of its
temporary loans and other immediate and pressing claims,
the directors renewed their appeal to the shareholders to
take up the unissued 6 per cent. stock to the extent of
1,000,000/., the calls thereon being spread over • con-
siderable period, and the subscriptions being made
subject to the condition that the whole amount
should be obtained. The directors regret to state that
the applications hitherto received from the proprietors in
answer to this appeal amount to little more than 250,000/.,
of which upwards of 50,1100/. has been subscribed by the
directors and officers of the conipany, in addition to their
previous subscriptions. The directors must again ear-
nestly impress upon the proprietors the consideration that
so long as the temporary loans are in existence, it is im-
possible, in the present state of the money market, to sus-
tain the credit of the company, or to place it in such a
financial position as to give to debenture holders that con-
fidence which its ample and improving revenue justifies.
They trust that those proprietors who have already offered
to subscribe will waive the condition on which they have
consented to do so ; and they would once more urge on
the remaining proprietors the policy, in their own interest,
and for the protection of their own property, of at once
coining forward and taking up the required amount of the
stock in question. The directors have already been able
to arrange for the renewal of • considerable portion of the
debentures falling due in the course of next month ; and
they trust that those debenture holders with whom such
arrangements have not been made may yet be induced to
postpone their claims for the repayment of their prin-
cip el.
Considering the large margin of net revenue,
amounting to more than 1,000,0001. per annum, after pay-
ment of all rent charges and debenture interest, there
cannot be a doubt as to the security of the interest on all
the debentures and debenture stocks of the company ; and
it may reasonably be hoped that, when the position of
these *securities is properly understood and appreciated,
confidence in them will be restored, and that some general
action will be taken by parliament to enable railway cons-
ianies to replace the whole of their debentures
y a permanent stock. The directors are them-
selves taking merosures in their bill of the pre-
emit session fur the issue of • debenture stock to the full
extent of their borrowing powers ; and in the meantime
an arrangement is being made with the Bank of England
to open an account there, to which will be paid, from time
to time, out of the weekly traffic receipts, • sum sufficient
to meet the interest on debentures anddebenture stocks.
Under the existing circumstances of the company the di-
rectors have no alternative but to recommend that the
shareholders' both preferential and ordinary, should be
paid their respective dividends in preference stock until
the temporary loans are paid off, and the finances of the
company are put in a sound and safe position. Assuming
that the affairs of the company are not complicated by
the pressure of debenture holders, and that its available
revenue can be appropriated in discharge of the temporary
loons, these liabilities might be extinguished in the course
of about twelve months. In lieu of dividend warrant*
it is therefore proposed that irredeemable prefer-
ence shares of 201. each, authorised by the Act
of 1866, bearing interest at 5 per cent., should be
issued to each shareholder in exchange for an equivalent
amount of dividend. For any fraction of • dividend not
amounting to 201. an obligation would be given, such obli-
gations being convertible into shares when presented for
that purpose, in amounts of 20/., the holders being at
liberty to pay up any difference in cash. Apart from the
claims in respect of renewable debentures and temporary
loans, the estimated capital to be expended by the company
for the next three years is as follows :—Works of construc-
tion in progress for improving the company's existing lines,
186,540/. ; new engines, carriages, waggons, machinery, Arc.,
ordered, 107,3971. ; reconstruction of viaducts and Barlow-
road, .50,0001. ; unsettled land purchases, 75,000/. ;
subecriptimus to other undertakings, 35,7001. ; lines and
works for which the company are responsible, 176,000/. ;
lines and works for which the company are responsible
jointly with other companies, 194,0001.—t0ta1, 824,637/.
The shove statement includes the capital required for the
construction of the goods stations at Birkenhead and Smith-
field ; but it does not include any liabilities to which
the company may be subject under the agreement
with the Metropolitan Company, which is now the subject
of negotiation, nor does it include the capital charge for
rolling stock purchased on deferred payments, the interest
on which is already borne by revenue. The directors, ins-
premed with the necessity of abstaining from making any
avoidable addition to the capital account, will endeavour
to reduce or postpone as far as possible their existing liabi-
lities, obtaining where necessary parliamentary powers for
the purpose. It has been the earnest wish and endeavour
of the board to limit the capital expenditure of the com-
pany to the smallest possible amount, and although in the
bill now before parliament powers are sought with refe-
rence to some new works which the company are at
present under obligation to carry out, the only line of
any extent which It will be necessary to proceed with is
that in the Bargoed Valley, the capital of which is
123,0004 The works there proposed to be sanctioned are
in substitution for a line which the West Midland Com-
pany was originally authorised to construct, and which
the company is now under penalty to complete. An
arrangement has been made in regard to this line, by
which the above cost will be divided in equal moieties
with a neighbouring company. The liability of the com-
pany in respect of lines agreed to be leased at fixed rentals,
which amounted for the year ending the 31st January last
to 240,000/., will be increased in the course of the next three
years by 51,000/., and eventually by about 58,0001. a year.
It may be anticipated, however, that this increase of lia-
bility will be partially, if not wholly, met by the increased
traffic to be derived from these lines of which 59 miles are
not yet opened. It will be understood that this statement
does not include the lines worked upon • percentage of
traffic receipts. The directors have in the above figures,
endeavoured to place before the shareholders an estimate
of the expenditure on capital account for the next three
years, and they feel confident that by adhering to the
policy of abstaining from extensions and capital expendi-
ture beyond what may be necessary for improving their
own undertaking, by close attention to the increase of
traffic, and by economy in working expenses, there will be
a gradual but certain increase of dividend to the ordinary
shareholders, for it must not be lost sight of that the
interest on so large • part of the capital of the company
being fixed, an increase of only 100,000/. per annum, or
the present net earnings of about 1,900,000/. would give the
ordinary shareholders in the original section an increased
dividend of one per cent, with • propot ;donate increase to
the ordinary shareholders in the Oxford and Newport
sections."

The CHAIRMAN said on the last occasion he asked for an
adjournment in hopes that the negotiations then pending
might relieie them front their more pressing liabilities.
The day after the meeting he had an interview with the
Chancellor of the Exchequer to request assistance, and
fully explained to bin, how temporary their necessities
were ; and he left with some kind of hope that assistance
would be given. On Monday be wrote to the right hon.
gentleman a letter respecting what be had said before,
and asking him to send an accountant to the station to
examine into the condition of affairs. After waiting •
few days the board received a courteous answer, in which
it was stated that the government were not prepared
Ito grant assistance. On a former occasion, he
I (the chairman), recommended the shareholders to meet
their difficulties themselves, but the result of the
appeal made was not half what was required. They had
now no ready cash to pay the dividends, and the money
market was in such • position that they were not
able to borrow money as they used to do. Had
the money market remained all it was a twelve-
month ago there would have been no difficulty
in raising money to pay the dividends for the last half-
year. After the failure of the appeal to the government,
and after finding that all outside resources had been cut
off, the only course left open to the board was to make a
fresh appeal. They had no claim to the 250,0001. offered,
because the condition that • million should be raised had
not been complied with. Under these circumstances,
the board thought it right and fair to offer the preference
shareholders the best they could offer instead of cash. At
a meeting of large shareholders yesterday it was suggested
that what was to be issued should bear six per cent. in-
terest, and to that course he had assented. (Hear.) He had
thought it right to sketch out in the circular just issued
the liabilities of the next three years. There were some
other liabilities not included, and be strongly advised the
proprietors to go to parliament next year in order
to get rid of those liabilities. (Hear, hear.) The