The Sun.
London, England, 1860-01-12 00:00:00

RAILWAY INTELLIGENCE.

LONDON-AND SOUTH-WESTERN.
The following is the report of the directors to be
submitted to the shareholders for the special general
meeting of the company on Saturday next :
" At the last half-yearly meeting of the proprie-
tors the directors announced in their report that an
act had been passed for sanctioning the amalgama-
tion of the Portsmouth Railway with the system of
this company, and that, although the proprietors
were aware generally of the principle of the pro-
posed amalgamation, there were various details
needing adjustment. These, the directors trusted,
would promptly be settled, when the terms of ar-
rangement would, in their integrity, be submitted
for the final sanction of the respective proprietors
of both companies.
" It will, no doubt, be remembered that the origi
nal arrangement with the Portsmouth Company
was for a lease of that undertaking, for a virtual
perpetuity, at a rental of £lB,OOO a yeas, subject to
such conditions as the directors, in exercise of the
discretionary powers delegated to them, might con-
sider just and proper.
" To this general position the directors have in all
their dealings with the Portsmouth Company ad-
hered ; and although the measure now about to be
submitted is one of absolute amalgamation, instead
of one of lease, the directors believe that the alte-
ration is one which, whilst it makes no appreciable
addition to the pecuniary liabilities of this company,
will operate beneficially to the interests of both
companies.
" The main feature of the bargain being the ab-
solute absorption of the Portsmouth Company's un-
dertaking into that of this company at the price of
£lB,OOO a year, it has been a first duty with the
board to take care that the Portsmouth Company
should have satisfied, or that this company should
retain, out of the agreed consideration, sufficient
means of satisfying, the liabilities of the Portsmouth
Company. These liabilities have at length been
brought within a narrow compass, and whilst some,
as part of the original arrangement, have been
adopted by this company, full security has been
taken respecting the rest, so as to provide for their
liquidation by the Portsmouth proprietary.
"This company entered into possession of the
Portsmouth Railway in January, 1859, at a rent
£lB,OOO a year, commencing from the 15th of that
month, ana an exact year's rent will therefore fall
due to the Portsmouth Company on the 15th inst.
Hence it has become desirable that the amalgama-

tion of the companies should date from the last-
mentioned day, and hence, as such amalgamation
must be the act of the proprietors, the necessity
for the coming meeting.
"The share capital of the Portsmouth Company
is £350,000, in 17,500 shares of £2O each, and it was
at first arranged, that after making a sufficient re-
serve out of the £lB,OOO a year to meet the annual
interest on that company's debenture debt (which
this company was to adopt from July 15, 1859, at
an agreed rate of 41 per cent. per annum), the
yearly balance of the £lB,OOO should be divided
into 17,500 portions, and that the proprietors in the
Portsmouth Company should, on snrrenderihg
'their respective shares, be severally registered as
annuitants of this company.
" Adore recently and finally it has been agreed be-
tween the two boards, subject to confirmation by a
majority of three-fifths of the proprietors in each
company, at meetings of each convened for the 14th
inst., that instead of annuities, a preferential 4 per
cent, stock should be created by this company, the
aggregate of it bearing the same amount of prefer-
ential interest as the annuities would in the aggre-
gate have amounted to ; and that such preferential
stock should be divided rateably among the share-
holders in the Portsmouth Company-; and this is
the arrangement to which the proprietors will, at
the coming meeting, be advised to consent.
" The deenture debt of the Portsmouth Company
is £92,000, and interest at 41 per cent per annum
thereon (a rate which is somewhat less than the
rate which a part of the debt is for a short period
bearing, but which must be considered more than
enough to indemnify this company in the number
of years) will annually occupy £3,910 of the
£lB,OOO, and will annually leave £14,090 to be paid
as the interest upon £352,260 4 per cent. perpetual
preference stock: Of this amount of stock £280,000
is to be forthwith distributed by this company

amongst the Portsmouth proprietors on surrender
of their shares, and thus each such proprietor will
receive £l6 of stock in exchange for each surren-
dered Portsmouth share. Of the remaining £72,250
stock a part is to be immediately applied, with the
year's rent now due, in liquidation of certain liabili-
ties of the Portsmouth Company, and the final ba-
lance, after every unadopted claim on the Ports-
• mouth Company shall have been discharged, will be
distributed amongst the proprietors of that com-
a
p "The directors trust that the arrangement thus
reported will be satisfactory to the proprietors.
" It is anticipated that the deed of amalgamation
will be submitted to the coming meetine, in a com-
plete state, but should this not be the case, the
board will be prepared to give the most detailed
information respecting its terms, and will ask from
the proprietors a general authority to perfect the
arrangement, in conformity with the statements
now made, and the explanations which may be
added at the meeting.—By order,
"L. CROMBIE Secretary.
"'Waterloo-bridge Station, lan: 9;1860."