The Sun.
London, England, 1851-08-28 00:00:00

once.") .
IVlejor bonat held. that it was time enough to
'produce proxies when a poll was demanded,' '
Mr. Le:Weeari;E•theiught •ri statement of theliumber
of proxies would greatly.shorten the proceedinge, ase
if there were sufficient to carry the prOposition of the'
directors; it Would 'be needless to remain to debate the
matter. • - ' •
Mr: SMITR said a good many proxies had been can-
celled', and -he believed- there were not enough to upset,
what was likely to be the sense of the meeting.
Some rather angry discussion followed, and subse-
quently
Smurt stated that the number of shares repre-
sented by proxy on 'the 15th of July amounted to
5,055, comprehending 1,424 votes; but a good many
of these had since been cancelled, the votes on 255
shares having been withdraten.
A SHAREHOLDER said two gentlemen had been
down in the country soliciting proprietors to come up
and vote for the agreement, promising at the same
time to pay their expenses.---(llear, hear, and Shame.)
The CHAIRMAN saidithe directors had asked for nu
proxieS, and they were quite ignorant of the practices
to which the Hon. Proprietor had just referred.
A letter 'front Mr. i. Walker, chairman of the
committee of shareholders, necessarily absent, was
here read, in which the writer stated that the terms
of the Gteat Western Company appeared like those of
a conquer-m.lO a conquered enemy, who should be
contented with small • mercies—that he agreed
with' the substance of the report presented by the
committee, and that his view of the policy they ought
to pursue was to fulfil all the obligations imposed on
them by law, and to make their line suitable for the
narrow gauge, which was likely to be the more im-
portant of the two, his belief being that the line had
within it the elements of a great trade, whether car-
ried on in connexion with other undertakings or un-
der the superintendence of a committee possessed of
the confidence of the shareholders.
A printed document, entitled " Remarks of the.
Directors on the Report of the Committee of
Shareholders," was then read, having reference
chiefly to details that would not interest the general
reader.
Mr. LAWRANCE then addressed the meeting in
support of the committee of shareholders. After
referring to the various aspects which he said the
question had assumed in different reports of the direc-
tors, till at' length they were told that no alternative
was left but that of accepting the agreement which
she Great Western Company offered, the Honourable
Proprietor said he would offer a few remarks on the
comparative advantages of the scheme now proposed
and a well considered connexion with the London
and North Western Company. The directors based
the whole of their argument on the assumption that
the'arrangement proposed with the Great Western
was equally beneficial with that which could be made
With the :London and North-Western. Ths was a
gross error, for the arrangement with the Great Wes•
tern • was neither .more nor les . than a praatjaa
surrender of their property ihr ever to-that company.
After Lord Cranworth's' decision, the whole question
had been fully and deliberately considered, and the
committee were satisfied that they were in a condi-
tion to make an arrangement with the London and
North-Western or any other company, not on the
tooting of a lease, for that it appeared they could not
make, but a traffic arrangement, by which both par-
ties would be • benefited without giving up the pro.
party of the Oxford and Wolverhampton line for
ever.—(Hear, hear.) They were in a condition to
make an arrangement by which liberty would be
given to any other company to pass their traffic over
the narrow guage of their line, leaving all the rights
of the Great Western intact, and :at the same time
enabling them to make such terms as they pleased
with regard to the broad guage part of their line.—
(Hear, hear.) The simple effect of the proposed
agreement with the Great Western would be that
they would become mere hewers of wood and drawers
of water to that powerful company. It was not a
lease that was proposed, for that included the idea of
rent; is was not a sale, for that supposed some
consideration in return ; it was simply a transfer, a
suicidal transfer of their whole property to the
Great Western Company. In the epitome of
the agreement it was stated that in return
for this surrender the Great Western agreed
to pay 35,0001. per annum to liquidate their
debenture interest ; but in the agreement itself it
was only said that after the Oxford and Wolver-
hampton Company had formed 94 miles of railway
there described this sum of 35,0001. per annum would
be paid. Could anything_ be more discrepant than.
this ? The meeting would observe that there were
three payments proposed to be made by the Great
Western. The first he had just adverted to, viz.,
35,0001. to pay the debenture interest; the second
charge was 47,6001., towards the preferential share
holders; the third was 60,0001., for working expenses.
Now, to test the Great Western Company, the com-
mittee made a request that they would consent to an
additional charge of 3 per cent. to be paid to the old
proprietors.—(Hear, hear.) They did not ask them
positively, to grant 3 per cent. to the old proprietors,
but simply to abstain from taking back the working
expenses, till the old proprietors should have received
the miserable pay of 3 per cent. This offer, however,
they , contumeliously rejected, though the profits
which must have flowed to them after paying these
sums could not but pay them most amply.—(Hear.)
This confirmed the committee in the opinion that
the, object of the Great Western in seeking this
lease was not to work the traffic, but to burk
tha line.—(Cheers.) Having had their terms re-
jected by the Great Western, how were they received
by the narrow gauge interest ? He was not, in a con•
dition to state terms, because they could not enter
into any, engagement, and therefore he could only lay
before the meeting the outlines of an arrangement
which he believed they would be able to conclude. Io
the first place, then, reserving all the Parliamentary
rights of the,Great Western Company, reserving to
themselves the right of making the line from Tipton to
Wolverhampton, the narrow gauge interest were will-
ing, for the mere passage across the narrow gauge
portion of the line, to allow such a sum out of the
gross traffic as would pay the whole interest on their
debenture debt, as would pay interest on the whole of
their preferential shares, and name a smaller sum for
working expeases than the Great Western Company
proposed to do.—(Hear, hear.) They would have al-
lowed them the working of their own line, they find-
ing the working stock; and, before the sum of
146,0001. was reached, the zero of the Great Western
agreement, they were to have at least two. per cent.
on the narrow gauge portion of the line.
A SIIAREHOLDER—FOT how 'many years was this
arrangement to be ?
Mr. LAWRANCE—For 21 years. These being the
terms the committee thought it their duty to ascer-
tain whether any legal obstruction lay in the way of
an arrangement. They accordingly took the opinion
of some of the most eminent men at the bar as to
whether a traffic arrangement would not be legally
binding. The agreement was submitted to the Soli-
citor-General, .who gave his opinion that it would be
legal and binding. To Sir F. Kelly they submitted
the question whether, under the Railway Clauses
Consolidation Act, there was not power given to make
a traffic arrangement such as be had now described ;
and his unhesitating opinion was that such a power
existed. The opinion of an eminent conveyancer was
also taken with a similar result. Of the legality of
such an arrangement, therefore, they had no doubt.—
(Hear, hear.) After some further observations, Mr.
Lawrence moving as a resolution :
consideration of the proposed lease
Thatran c e
theconcludedfurther
of this under! akir g be adjourned to the half-yearly meet-
ite eto be held this afternoon."
'll,r. BUTT seconded the resolution.
M:'jor COURT was prepared to prove that the terms
offered by the Great Western Company were the best
that could be given to the shareholders of the Oxford
and Worcester Company —(No, no.) He would
refer them to the report of the directors for January
last, which the committee of shareholders themselves
had approved of as affording the groundwork on which