The Sun.
London, England, 1866-11-28 00:00:00

Railway and Other Companies.

LONDON, CHATHAM, AND DOVER.
A meeting of the common fund holders in this
company was held yesterday at the London Tavern,
for the purpose of considering the steps necessary to
be taken to maintain their rights.

Mr. W. HARTRIDGE, having been called to the
chair, said that the meeting had been convened by
himself and three other holders in the common fund
It had always been held that the cemmon fund
was a first charge upon the company after the pay-
ment of the working expenses. That had never been
denied by persons in authority until very recently,
when the common fund holders were assailed by
certain debenture holders. In consequence of that
he addressed the Board of Directors, inquiring
whether it was their intention to take any steps in
reference to the pending proceedings in the Court
of Chancery ; and in reply the Board stated that it
was not necessary to take any steps in the matter.
It was, therefore, thought by those :who had con-
vened the present meeting that the expense of con-
ducting the proceedings should be borne by each
holder according to the amount of stock held by
him. He represented £20,000 of the common fund
stock, and those with whom he acted represented
£115,000. It was proposed that the committee to
be appointed should take steps to place themselves
in association with the directors in order that a ge-
neral meetingshould be heldon the subject to ascer-
tain what shoull be done. What they had in con-
templation would involve a very heavy expense in
Parliament and in the Court of Chancery to protect
their property. They must endeavour to press upon
the directors the necessity of maintaining these sec-
tional movements, and he contended that the per-
sons atthe head of those movements should take an
active part in thereconstruction of the undertaking.
The present being a preliminary meeting for the
objects he had named, he did not think that it would
be advisable to enter generally upon the position
of the London, Chatham, and Dover Company.
Their sole object was to protect their po-
sition as shareholders in the " common fund"
of the undertaking. He then moved that a
committee of five common fund shareholders be ap-
pointed, with power to add to their number, for the
purpose of maintaining the priorities of payment and
other rights as specified by the London, Chatham,
and Dover Railway (additional powers) Act, 1862,
and to take such steps in Parliament, in the Coart
of Chancery, and elsewhere in relation thereto as
they might deem necessary.
Mr. BURBURY, in seconding the motion, said that
as a bill had been filed in the Court of Chancery
against the common fund shareholders, it was felt
incumbent upon them to take steps to protect their
property.
The motion was unanimously adopted ; and Mr.
W. Hartridge, Mr. Burbury, Mr. W. Denison,
Q.C., Mr. Glover, and Mr. Tuke were appointed
the committee, with power to add to their number.
A vote of thanks to the chairman concluded the
proceedings.

MARYPORT ANDI CARLISLE.

A special meeting of this company was held at
Maryport on Monday, Mr.G.W. Hartley in the chair.
_ _ . _ _

The CHAIRMAN said the meeting had been called
to enable the directors to carry into effect the bor-
rowing powers under the Derwent Valley Branch
Act. He then moved that the directors be autho-
rised to borrow the sum of £20,000, and stated that
the whole of the permanent rails, with the exception
of six chains, were laid, and in a month's time the
bridge over the Derwent would be completed.
_ _

Mr. SENHOUSE seconded the motion, and, after
some observations by Dr. Fidler, the motion was
carried, and the proceedings were concluded with a
vote of thanks to the chairman.

GENERAL CREDIT AND FINANCE OF LONDON

(LIMITED).

An extraordinary general meeting of this company
was held yesterday at the London Tavern ; Mr.
Bramley-Moore in the chair.
The report stated that the directors had had their
attention for some time past directed to the im-
portance of reducing the liability upon the shares of
the company so soon as a convenient opportunity
should present itself. This opportunity had now
arisen. The liabilities of the partnership on the 31st
of October were third parties as follows :—Bills
payable, £33,123 ; deposit receipts, £21,002 ; ac-
counts current, £17,300; and sundries, £3,650—
total, £258,975. The contingent liabilities were
for calls that might be made on sundry shares the
property of the company, £44,225, it being believed
that not more than half of this amount was likely
to be called for some years. The compa:4y was
under a covenant to lend money on the shares of
an English railway now in course of construction
(with an undoubted personal guarantee for the re-
payment) to the extent of £118,500 during the year
1867, repayable on the 31st of December, 1868.
The company was further under an engagement in
respect of a foreign Government loan to the extent
of about £45,000. On the other hand, the assets of
the company consisted of 19 items, including
£137,618 cash at bankers, £26,818 on Consols,
loans on various securities, making together a total
of £2,041,100. In other words, to meet the liabili-
ties of the partnership—to the public, 1258,075 ; to
themselves—capital £1,500,000; reserve £175,000;
making together £1,933,075 ; showing a balance of
£108,025. The directors did not mean to repre-
sent to the shareholders that every one of the items
of assets was perfectly good—they could hardly ex-
pect to pass through such a year without making
some losses—but the directors had not made any
debt which could at the present moment be pro-
nounced positively bad, though item No. 16, re-
lating to a railway in Portugal (£151,300), was in
an unsatisfactory state. The only actual losses
hitherto made were from sales of securities, the loss
on which had been wholly written off before making
up the foregoing statement of assets and liabilities ;
and further, after careful consideration of the out-
standing debts, the directors considered the doubt-
ful debts would be fully met within the limits of
the reserve fund. A new company, under the title
of the General Credit and Discount (limited),
was formed for the purpose of taking
over the business, the liabilities and the assets of
the old company as on and from the 31st of Decem-
ber next. The new company would have a capital
of £2,000,100, formed by 200,010 shares of £lO
each, £7 10s. being paid up. The shareholders in
the old company would in lieu of their present hold-
ing receive shares in the new company as follows :
For every five shares of £2O each, which a member
of the old company at present held, having already
paid thereon in all £3O, and being further liable for
£7O, he would receive four shares of £lO each, on
each of which £7 10s. would be credited as paid,
making together £3O paid, with a further liability
of only £lO. The new company would thus start
with a subscribed capital of £2,000,100, of which
£1,500,075 was paid up.
The CHAIRMAN, in moving the adoption of the
report, said it was so explicit that it left him very
little to say to convince every one of the importance
of that arrangement to the partners in the company.
It was a cause for congratulation that they had
Passed through the crisis successfully. He thanked
the shareholders who had so handsomely and
promptly responded to the call on the proprietors in
June last. The directors, after a great deal of con-
sideration, had adopted the propositions they had to
submit for the approval of the proprietors. He
would not take up their time in going through the
figures, which were as familiar to the shareholders
as they were to the directors, but would mention
that they had divided among the shareholders out of
profits £362,000, which was equivalent to £ll 2s.
per cent. per annum on the capital of £910,000. In
making up the accounts to Oct. 31 they had then
£500,000 in a liquid state—that was, in such
secu-
rities that they could all be realised at a day's notice.
They were in a position to change this company
into another if the shareholders should express their
wish to do so. The unpaid calls to Oct. 31 only
amounted to £26,000. With regard to the item
which was represented in the report to be in an
unsatisfactory state it was a sum of £151,000 lent to
a railway company in Portugal, The directors did
not mean to say that it was lost or jeopardised, they
believed there would be a delay in its realisation,
and that it would be recovered. From his know-

ledge of the Portuguese, who had always acted in
good faith, he believed the Government would never
consent to confiscate a property upon which above
£1,000,000 had been expended for the development
of the resources of that country. Negotiations were
going on at present, and two of the directors would
shortly go out to Portugal to assist in those nego-
tiations, so that a new company might be organised
there, and he had no doubt that every shilling would
be recovered. Ile would be glad to answer any
questions, and concluded by moving the adoption of
the report and a series of resolutions connected there-
with.

Mr. BLOUNT, a director, seconded the motion.
Mr. F. Mow Arr contended that the resolutions
should-be put separately.
Mr. TuLLocir, having pointed out some of the
advantages that would arise from forming the new
company, suggested that there would be less risk if
they confined their operations in future to a discount
business.

Colonel BATHURST agreed in the observations of
tho last speaker, and thought the shareholders should
have the privilege of examining the books of the
company, or at least they should be open to a
committee of shareholders when they thought pro-
per to examine them.

Mr. GALSWORTIIY said he was disposed to support
the general proposition, but he did not like the idea
of being bound by articles of association which they
had not seen, and thought copies of the articles
should have been circulated among the shareholders
before they were asked to sanction the arrangement.
A long discussion ensued, in which Dr. Coates,
Mr. Gustenburg, Mr. Bathurst, Mr. Stewart, and
other shareholders took part, principally in respect
of the articles of association of the new company,
the fees of the directors, and the mode of paying
dissentient shareholders.

Mr. ROSE, the solicitor, explained that they could
not discuss those questions at the present meeting.
If when they joined the new company, they objected
to any of the articles of association, they could alter
them in the usual legal form.

The CH AIRMAN replied to the various observations,
and explained that in some respects the articles of
association of the new company were an improvement
upon the articles of thelpresent company. The di-
rectors believed that the shareholders were unani-
mously of opinion that the proposition for the re-
duction of their liability should be carried out. It
was provided that those who might dissent from the
proposition should be paid the market value of their
shares subject to arbitration. It would be impos-
sible to carry on a discount business if shareholders
were to have the privilege of examining the books.
The auditors had extensive powers to examine the
books and securities, and to report to the shareholders.
He believed that the share capital was intact, and
that the reserve fund would be more than sufficient
to cover any loss it was probable they might sustain.

Mr. MACDONALD, the manager, explained the posi-
tion of the assets and liabilities of the company ap-
parently to the satisfaction of the meeting.
Mr. MOWATT moved an amendment to the effect
that the meeting be adjourned for a fortnight to en-
able the directors in the meantime to send a copy of
the articles of association of the new company to the
shareholders.

Mr. BLOUNT defended the course adopted by the
directors, and contended they had exerted them-
selves in every way to promote the interests of the
company.

The amendment not being seconded was of no
effect.

The CHAIRMAN then moved a formal resolution
approving the report, declaring a dividend of 6s. per
share for the year 1866, including the interim divi-
dend already paid of 2,!. per share; that the com-
pany be wound up voluntarily ; that Mr. J. Mac-
donald and Mr. R. J. Butler be the liquidators, and
that a new company be formed in accordance with
the recommendation in the report.
Mr. BLOUNT seconded the motion, which was car-
ried by a very large majority, there being only afew
dissentients, Mr. Mowatt being one of them.
The proceedings concluded with votes of thanks
to the chairman and directors.

ALBION MARINE INSURANCE.

A special meeting of the shareholders of this com-
pany was held at Liverpool yesterday, to discuss a
proposal for the voluntary winding-up of the com-
pany; Mr. Crosfield presided.
From the statement laid before the meeting it ap-
peared that the capital of £lOO,OOO had almost al
been lost, and the estimate iu view of proposed wind-
ing-up was that about £lO,OOO would be available
to cover any outstanding claims. It appeared that
£30,000 had been lost by the Calcutta cyclone.
A motion for voluntary winding-up was sub-
mitted, and an amendment for the appointment of a
committee of investigation was proposed, but after
discussion withdrawn, and the original motion was
unanimously adopted.