The Express.
London, England, 1866-05-28 00:00:00

IMPERIAL AND MERCANTILE CREDIT
ASSOCIATION.-( THIS DAY.)

An extraordinary general meeting of the share-
wain was held at 1 o'clock, at the London Tavern, to
„odder the propriety of a voluntary liquidation of the
aegis of the company. The room was densely crowded.
Sir W. CLAY having moved that Mr. W. Jackson, M.P.,
tap the chair, there were loud cries of " Where are the
oopotors?" To which Mr. Jackson replied, "They
K+ not here." (Rims, and cries of " Where's Mr.
Chrt)
CKSON then took the chair.
The following report was presented :
"At a meeting of between thirty and forty of the principal
Aereholders, hastily called together immediately on the
*wee, and held at the office of the association, on
fusiday , the 15th of May, the undersigned were ap-
pointed • committee to look into the affairs, and report to
meeting of the shareholders as to the beet mode
illesqnitidation. The committee have devoted a large
anount of time and attention to this matter, and with the
id of the provisional liquidator and the officers of the
samaiation, have obtained a fall insight into its affairs.
the committee have gone carefully over the meets, and
01 that there are comparatively few positive losses,
inbough a large amount of money has been locked up in
sesurities not realisable in time like the present, except at
paw, sacrifices ; but, with very few exceptions, the secu-
rities.; they believe to be substantially good. A large pro-
portion of the securities have been deposited with creditors
from whom advances have been obtained, and the main
object to be kept in view is, if possible, to protect these so-
white from being sacrificed by realisations at the present
lime, whereby the margins of valve which the creditors
hold would be lost. With reference to pending transac-
tions, it would be impossible to point out the obligations
which the associationare under without go into the par-
ticulars of each separate matter, but generally the corn-
softiee may observe that the association is under engage-
ments to find money to complete works in course of execu-
tion, and which in some cases cannot be abandoned or sus-
pended without serious damage. In other cases, the
association has engaged to renew bills and to carry over
credits for certain fixed periods, and if default be made
damages will, no doubt, be claimed against the association.
In one case, which occurred only a few days since it was
necessary to arrange for the Immediate renewal of bills for
20,000/, which were in the hands of third parties, other-
wise a guarantee held by the association for 100,0001.
would have been forfeited The committee mention these
matters to show the class of transactions requiring prompt
and energetic attention for some time, in order to protect
the association from serious risks and losses. The com-
mittee consider that if the arrangement recommended by
them is carried out, and the securities in the hands of the
creditors are protected from being sacrificed, the share-
holders will eventually get back their capital less the posi-
tive loam, and these, after allowing for recent failures,
would not, in their opinion, exceed 21. 10e. a share. If the
securities could be nursed, even this loss might be con-
siderably modified. The committee think it will be im-
possible to avoid making a further call of 51. a share. It
has not been possible, for want of time, to call any general
meeting of creditors as yet, but the committee invited the
principal creditors to a conference, and submitted to them
• proposal of which they expressed their approval, as fol-
lows, via.:—To pay the creditors 7s. 6d. in the pound by
Instalments extending over periods of three, six and
nine months respectively, interest to be paid at
the rate of one percent. above the present Bank rate. The
secured creditors to surrender securities to the association
of the value pro tante of the payments made ; the creditors
further to agree to the principle of protecting the securities
bold, and in no case to effect an immediate realisation
without the concurrence of the liquidator, but to be at
liberty to sell on giving ono month's notice. The balance,
after payment of the 7s. 6d. in the pound, is proposed to
be paid or arranged for within the twelve months, as to
which the committee anticipate no difficulty with the re-
leased securities which will then be available. The credi-
tors present at the conference expressed their strong ap-
proval of a voluntary liquidation, being convinced, as the
committee are, that a winding up in court would, having
regard to the nature of the assets and of the outstanding
engagements of the association, be almost impracticable
without the most serious delays, obstructions, and
losses. It will of course be part of the duty of
the liquidator, even under a voluntary winding up, to
Investigate all the transactions of the association, and to
bring before the shareholders any matters which he may
find open to exception, and it will then be for the share-
holders to determine for themselves what action shall be
taken on any such matters ; for, as the committee under-
stand the Companies Act, the main difference between a
winding-up in court and a voluntary winding-up is this,
that in the former case all matters are carried out under
the direction of a judge in Chancery, while in the latter
vise all matters of importance may be submitted to a
meeting of the shareholders ; and the committee submit
that all experience shows that administrative matters can
be far better carried out by the parties interested than by
any tribunal however well constituted, and it is hardly
necessary to add that at the present time the Court of
Chancery is, and for some time to come will in all probe-
bilitybe, more than ordinarily full of winding-up business,
and so much is that the case now that the committee are
secured that in the chambers of one of the judges
appointments cannot be obtained at less than a month's
Interval. The committee are advised that if after the
voluntary liquidation has been tried for a time it should
be found necessary or desirable to have the whole matter
brought into court, it will be open to any party interested
to apply to the court for that purpose, and upon a proper
case being made out the court would have power to order
it without disturbing any of the administrative matters,
which may in the mean time have been properly worked
out or narrowed into a small compass, and there would cer-
tainly be less objection to finishing the winding-up in
court, if difficult or contested questions should hereafter
arise to render that course necessary, than if the whole
matter were now forced into court, while there are
so many purely business matters requiring prompt
and energetic attention, in dealing with which the ma-
chinery of the court might rather impede than
assist. The committee are advised that it is coma
potent for any parties interested, even under a voluntary
winding-up, to bring before the court for decision, in a
summary and inexpensive mode, any question which may
arise, and thereby the decisions of all legal questions can
be speedily obtained, while the actual liquidation (viz.,
the administrative portion of it) is going on in the hands
of parties appointed by the shareholders and approved of
by the creditors. It will be for the shareholders, if they
determine on a voluntary liquidation and the creditors
concur therein, to appoint a liquidator or liquidators to act
either alone or in conjunction with a committee of the
principal shareholders.
(Signed) " W. Jaceene, W. MCANDREW,
4. G. H. JAY.
" 27, Lombard-street, London, May 25, Isd6."
The CHAIRMAN said he had left a bed of sickness to at-
tend that meeting, and having been asked to assume that
position, be had done so with great reluctance. At
the request of the committee, of whom he was
one, the di rectors were absent. Having gone
through the accounts he was prepared to lay his views
before the meeting ; but he and the other mem-
bers of the committee were not there to be insulted, and
If they were they would quit the meeting. He
held 250 shares. He deprecated discussion ; what was
wanted was simply a voluntary winding-up, and he
believed that if that was done properly it would
tarn out that there was a property that ought to be worth
in the pound. (Cheers) Let the meeting pass the
resolution which would be submitted, and within a twelve-
month he believed everything would be settled
and the company would yet be one of
the best in the kingdom. (Cheers.) The great
cause of all this mischief was that bankers had done the
business of finance companies, and finance companies had
done the bueiness'of bankers. He had himself been a
great sufferer from that confusion. They had a million
and a half paid up. [A Voice —" Why don't you iunalga-
meter] It was impossible to amalgamate or sell
till a resolution had been passed for a voluntary winding
en. Having again deprecated discussion, he concluded by
tiering that the report of the committee be received and
aleptel.
Mr. Eames seconded the motion. He hoped the CUTII-
- would not get into Chancery, as that would involve
greet expenses. He then proceeded to comment on the
conduct of the directors in proposing such large dividends,
and representing the company as having been in such great
prosperity. Such conduct was discreditable to the twenty-
one gentlemen who formed the board. Though he con-
curred in the report of the committee, he maintained that
they had a right to protest against these repeated failures,
brought about by mismanagement, which had ruined many
a poor shareholder and many a poorwidow. (Hear, hear.)
In his opinion the directors ought to be brought to book.
Mr Bores denied that Mr. Jackson had a right to pre-
vent the shareholders from expressing their opinion. In
his opinion the directors had shown a want of moral
cowardice by not attending on that occasion—(cheers)—
and he would all that he believed some of the transac-
tions showed great mismanagement. In the case of the
Great Western Bank of Scotland, the directors were
We'lted and had to refund 170,0001. (Hear, hear.)
l:id suggest that Mr. Ball should be associated with
Kr. Young as auditor, Mr. Young and Mr. Coleman being
Connected with sonic of the director. and with the winding-
np of Pete, Betts, and Co.
The CHAIRMAN begged to say that the directors were on
Ds premises and di not shrink from inquiry.
The motion was then put from the chair and carried
letanimously.
The Cemance said within a fortnight there must be
another meeting to confirm what was done on that wee-
Igoe. He fully agreed with Mr. Hoyes respecting Mr. Ball.
The report having been adopted unanimously,
The Ctfatausu then moved a resolution for a voluntary
lending-up, which was seconded, and carried unanimously.
A diaensaion haring ensued as to the legal position of
kr. Young as provisional liquidator, Mr. MORRIS (Ashurst,
Kerrie, and Co.) the company's solicitor united that Mr.
Toting having been appointed provisional liquidator by the
Court of Chancery, Mr. Ball's name could not
Is added without the consent of the court. He
added that the creditors would have to be elon-
gated on that point, and all that could be done
al behalf of the shareholders was to any that Minch a
mummeeting such a resolution was pared. The beat
course would be to leave the liquidator under a
voluntary winding-up, to apply to the court if be deemed it
Deennary. He then read the following resolution as that