The Sun.
London, England, 1857-11-13 00:00:00

ment may be arranged so that, while securingthe object
which renders it necessary, it may be made to press with
LIVERPOOL, Nov. 12. as little severity as possible on the shareholdeo.
The adjourned general meeting of shareholdere
" ' The tneetinoot Tuesday having passed &resolution
to place the company ',der the Joint-Stock Dornpanies
was held at the bank this afternoon. The represen-
tativee of the press were not admitted, but our cor- Act of 1857, certain othert3 resolutions rcquiAte to carry
to-day.
outwnl fublely the objects for which that course was adopted
proposed to the adjourned meetirg
respondent has been furnished with the following
copy of the official minutes : I Should the shareholders, as they will see it to be their
``At an adjourned general meeting of the proprietors interest to do, approve them, the functions of this cern-
of the Liverpool Borough Bank, held on Nov. 12, 1857, inittee will naturally cease, unless it should ba the plea-
at the bank in Water-street, sure of the shareholders to ask for their farther services.
"Mr. W. Rathbone, chairman of the bank, in the " ' The committee have been too fully occupied to
chair, - allow of their going into any inquiry as to the origin of
" Present-100 persons holding 37,924 shares, and the present difficulties, feeling likewise that the time had
proxies were handed in for 37 persons holding 22,021 not arrived for such an investigation. Whether it shall
shares, be the pleasure of the shareholders to institute it throu4h
" The minutes of the proceedings at the general meet- them, or otherwise, must be left a subject for further
ing, held on the 10th inst., were read and confirmed. consideration.
"The Chairman mentioned that it was deemed expe- '" The committee cannot, however, conclude the
client to call another general meeting of the shareholders report without expressing the approval of the manner in
for the 24th inst., principally for the formal adoption and which the d,rectore of the bank have received the various
confirmation of the proceedings of this day, and that no- suggestions and recommendations they have made to
tics of such meeting would be issued this evening. them from time to time, and of the realities% with which
"The directors presented the following report to the they have during the whole period of their joint action
shareholder:, which was read : afforded to the committee every information in their
" ' Report of the Directors to the meeting of Share- power on the different subjects to which their attention
holders of the Liverpool Borough Bank, held at the has been directed.
bank on the 12th November, 1857. " JOHN B. BRANCKER.
" ' Gentlemen,—Since the last report to the share- ." ' Chairman of the Committee of Stiereholders.' "
holders at their annual meeting in July it became apps- The report of the accounts of Messrs. H. Banner
rent to the directors that the position of the beak in re- and Sun was next read. It stated that they had
spect to losses incurred and capital locked up and un- compiled a statement of the affairs of the bank, but
available rendered it impossible to carry on the bank, the committee, their legal advisers (Lace and Co.),
except at the risk of being suddenly stopped by a run and Mr. Field were of 4inion that it was not to
that might at any time ensue from the disclosure of these the interest of the shareholders teat that statement
losses, even if the constant drain on its resources which should be read. The interests of the shareholders
seemed to have set in did not compel its suspension depended upon two matters—first, on the necessity
within a short period. It was therefore decided that it
of neither doing nor saying anything which might
would be the wisest course to seek assistance in London. indirectly • •
or touch the position of any par-
The state of the money market madeit extremely difficult directly-
to obtain this assistance, and the bank, aftervarious pro-
ties who have engagements with the bank, espe-
tracted negotiations, failed to secure it in time to prevent dally in a case like this where there is a large quan-
thee necessttyptelosingeits ddorirat the moment when its-
itit y; of
to
and, paperbesecondly,m
efforts seemed to be successful,ecbyt the
pea
rban
ti
esk endorsement which
aeupon
ought
"' It then became the duty of the directors to place t themselves in such a position as would satisfy the at the present depreciated rate of such securities in
the market—rates
shareholders, the creditors, and the public that they that the assets have been valued
which, in realising, it is hoped
were doing everything that could be done for the inte-
rest of all concerned. Under the able advice of Mr. ould tend, by making known the depreciation
Field, whom they summoned from London to their tlO/13 C_
been
taken, to operate against
will be exceeded ; but any statement of those valua-
at which they have
.. . assistance, they called together a large number of
shareholders not previously connected with the mane -
went of the bank to assist the directors by their advicee respective properties, such , as,
and sanction in all the steps necessary and advisable what is considered the intrinsic value
in
nf
fact,the
in improved times would certainly in most
to be taken. The chairman of the committee then
formed by these shareholders will inform you more par.
consist be obtained. A large portion of these assets
onsist of securities of various kinds, in land, in
titularly of its proceedings, and the directors would only ships—some few in shares and other matters. To
briefly state that it was further deemed desirable, get the valuations of these securities as correctly
under the advice of Mr. Field, to summon a meeting of and as safely as possible, it obtained the assistance
the depositors, who elected a committee, with which the of Mr.
Culshaw and Mr. Lamport, whose estimates
directors and the Committtee of Shareholders have Aiwa
been in communication.
" ' Mr. Brancker, chairman of the Committee of are formed upon the present depreciated value of
the different properties submitted to them. It will
Shareholders, and Mr. Dixon, one of the managing di- be understood that such valuations can little be de-
rectors, were deputed to go to London and open oegotia- Fended upon all the prices which might be obtained
tions with the bill brokers there ; the result is that the when mercan ile matters settled do, .n again to their
London billholdere and a large proportion of the deposi. accustomed course ; and it will also be well under-
tore have agreed to accept the terms of payment pro- stood how largely the circumstances of the times
posed by the bank, viz., in instalments of 6, 12, 18,aed have operated against the interests of the share-
-24 months, with 7 per cent. interest ; and there is every holders, both as regards the value of the property
prospect that the remainder of the depositors 'and which they hold, and the increase in the liabilities
the tow other bill holders who have yet to be comm Me- of the bank, which latter has almost daily been tak-
cated with will fall in with the terms which so large a ing place by the suspension of mercantile houses
majority have already in this short space of time so with engagements bearing its endorsement. The
readily acceded to. estimate of these engagements is large certainly ;
"To provide against the possibility of angry feelings but, after all, it is merely an estimate, and it is
exciting shareholders and creditors to a course of action
quite impossible to say whether or not the amount
which, though natural in iis motives, might lead to re-
sultsbe
exceedingly detrimental to the interests of all con- may '
"Into the accounts upon which the losses have oc-
cerned, creditors as well as shareholders, the directors
cursed continuos the report, " I have not had time to
adopted the suggestion of appointing mediators, who cu ,
enter closely. They have most of them been current
might step in to calm irritation, and to point out the
upon the books of the bank for eotne years, and I see absolute necessity of all parties—shareholders, directors:that
large amounts have been written off from time to
and officers of the bank—uniting in one general effort of .
time to the debit of profit and loss, the sum of
cordial co-operation to make such a settlement with the
creditors of the bank as would be moat conducive to 371,178/. 19e. ld. having been written off between June,
Mr. e the interests of shareholders, whose forbearance in seek-
1854, the year in which
ing the fullest information that can be afforded is only same time in 1857. Coverin Oliver stopped, and th g
a period of four years
desired in so far and eo long as the exercise of it is abso-
only it has been thought, and probably with reason,
lutely necessary for their own interests, • that one or two prosperous years would place these
" ' Mr. George Holt, Mr. James Robinson, Mr. accounts upon a legitimate footing, and meantime tbe
Ed.ard Moon, and Mr. James Aikin have kindly business of the bank was so large and the real profit so
occur
great that any deficiency ring might be made good
consented to accept the office of mediators, and the -
out of the annually undivided portion of those profits.
directors have only to txpeees the wish that their
kindness in so accepting an onerous duty for Unfortunately this project has not been realized, and the
the sake of the good results to the welfare of crisis which has now come upon this institution has been
all connected with the bank may be reciprocated as it in its consequences, and still is, most disastrous. In
desei yes by the determination to make the call for their conclusion I have to say that I have thought it right
good offices as little needed as possible.
to the proprietors to examine the accounts of the three-
"' With reference to the pecuniary position of the tore and managers. The latter have always been iu
hank the directors have to state that more than one-fourth credit, and of the former two only have overdrawn ha•
covered to a considerable extent, and i s
et the capital is gone—an amount which under the deed lances—one .
renders it imperative upon them to give the shareholders mere than this difference is now about being brought in.
in cash, the other will, doubtless, shortly be arranged,
the option of winding up the affairs of the bank, and
I find a Mr. Smith. late ' manager,was a purchaser
that three-fourths of the capital is so locked up as to be
f sharest ate lately'
as May last,tberloo aid being 10/.
at present unavailable for banking purposes. These are °
regards
cv tahhe
reference
coef tthoe
tphree present mrael e ting
the only two points that it is essential to state as far as 6s. 3d, per share ;. and your reapPeetedpcbairman has
been a purchaser still more recently. I find also that
ttrheeradeirlyecatounrscnueltedtohaarrrdilvyesattacteontohlantsiiot
d i 6 •
niee affairsta.ht e
taot
will
timesitlilecobn avenexk- the onl y shares held by the directors which have changed
sni
vo :lay as
ingt to
suchthe probable
very !area re
amounts,sul t results ofw
sepses-i nd i 3 hands for many years
. web., small lot transferred by one
director to another in 856.
up ioatbluei ajuittePrrsesisi EIARMOOD 'W. BANNER, Accountant."
aek
mle l
tybaaarritrd aa
st t:imaceer
snboue,eim,
ifinee
wishes
ewtpemeli
ihinreiaernutnneo
en topehlewae
play They
fh n n varyinger aspectp:o:adi d oefr commercialh
heomw oe i syseyr ,-
da it
it: %Dar: The following resolutions were passed unanimously:—
" 1. That the report of the directors, including that
made by Mr. Banner, now read, be and the same is
entities of unexampled intensity bring new elements of hereby adopted.
"That the several acts done and measures taken by
they have ground to hope that a portion of the capital the committee of shareholders appointed by the board of
may be preserved •; the amount so preserved will mainly directors, and an informal meeting of shareholders, held
depend upon the good management and judicieus nor- on the 30th day of October, 1857, be and the same are
sir gof assets, which the arrangement now proposed will hereby adopted and confirmed.
enable those gentlemen to exercise who are about to take "That the report of the committee of shareholders,
charge of the bank's affairs. mentioned in the last resolution now road, be and the
" ' The resolutions which will be submitted for your same is hereby adopted.
adoption have for their object the voluntary winding up 4. That the gentlemen constituting
.the committee
of shareholders referred to in the preceding resolutions
C
of the bank under and in accordance with the provisions
of the act of 1857, which was framed with the intention that hits say, Mr. J. B. Brancker, Mr. Samuel Martin,
of leaving the conduct of affairs in the bands of share- Mr. John Dickinson, Mr. Gilbert Henderson, Mr. John
whenect oitnliye
rteolutilereedirtiteerefeemrepnecel
aonf Laird, Mr. John Marriott, Mr. H. J. Webster, Mr.
...n.lkie, Mr. Thomas Blythe, Mr. Branuley Moore, Mr.
the holders Court t h en mf
Chancerysel
lee_.ri.t ;mietScbmeirthit Mr. Thomas Hiblsebrtn, ABlrristJnowhn
Bristow—be
aark,
ve
s su
subject
majority,
f a shareholdersjeri
ty an d te orea rtnecr etdnbitet oresn
tnt o. a
and Mr. J
Pointed a ocannlgteeres, on behalf of the shareholders PLO
yieldne
rBtvisoi di
atet
thri
them order
oterpiftoaywer to enforce on r I ta
inshare-
superinte in • • • -
superintend, conjunction with the board of directors,
the future conduct of the affairs of the bank ; and that
to enable the bank to discharge its liabilities,
calls made on
such committee be empowered to add to their number,
'" The directors are happy to inform you that the re-
to appoint a sub-c • , and to make such resole
gistration of the company resolved on last Tuesday is ,
bone for transacting their as they shall see fit.
now completed.
"5. That the thanks of this meeting be offered to
of the
" ' Having thus laid before you a statement . Mr. Holt, Mr Robinson, Mr. Aikio, and Mr.P. Moon
'of the directors with reference to. the =-
proceedings for consenting on the re uisition of the directors aud the
meeting, and
curnstences which have given rise to this committee of sharehol lecirs to act as mediators in all
having indicated the steps proposed to you in the ore-questions arising between the bank and its creditors,
beg to refer to what
sent posture of affairs, the directors
.and between the shareholders in the bank inter se, and
en of the
will be stated by Mr. Brancker, the chairman that they be requested to continue to give the bank the
Committee of Shareholders, and to what Mr. Harwood benefit of their valuable services in the same cepa& y.
Banner may wish to say. "6. That it appears to this meeting that the losses of
" ' Wsr_ RATIBOIII3, Chairman.
the company have exhausted the fund in the deed of
" `Liverpool Borough B• nk, Liverpool, Nev. 12.' " . settlement of the company called tbe "Reserved Sur-
Mr. J. B. Brancker, chairman of the Sharehold- plus Fund," and also one-fourth part of tee capital of
ens' Committee, then presented the following re- the company actually paid up by the proprietors ; and it
port on behalf of the committee, which wa • s read:— also appears that three-fourths of the said capital have
"The Committee of Shareholders of the Liverpool become unavailable by reason of the aforesaid losses of
but pre- the company, and of the remaining capital thereof being
Borough Bank, informally appointed, no doubt,
invested on 'securities which are nut at present conver-
senting at the time, as has been since eminently proved,
tible.
the instrument most ready at hand, tinder all circum-
"7. That having. regard to the circumstances teen-
stances, best calculated to aid the directors in deceling . , .
honed in the last resolution, all the proprietors of the
on such measures as the urgency of the circumstances
company present at this meeting require that the com-
required, beg to present. the following report :
pony be f-rthwith dissolved, and diners that the same
" ' After agreeing on a recommendation to the direc-
stands and is dissolved accordingly, subject, neverthe-
tors to convene a meeting of the shareholders, the corn- to the provisions of the deed of settlement of the
mittee proceeded to take into consideration the best less,
mode of approaching the creditors of the hank, in which company, and of the Joint-Stock Banking Companies
consideration two points of vital im entente were in-
Act,
up the company its corporate estate and all
1857, whereby it is provided that for the purpose
p
volved, the one being the probable successive periods at of winding
its corporate powers shall continue.
which assets might be expected to be realised, so as to
e 8. That
the event having *scarred upon the occur-
base thereon some definite proposal, the other as to show
it isprovided by '
pence of which .
how long it could reasonably be expected that the ore-
company is to be the company be
ditors of the bank would consent to defer the settlement that thedissolved,
of their claims, wound up voluntarily under the Joint-Stock Banking
" ' After some mature deliberation it was decided to Companies Act, 1857, and the acts incorporated there-
recommend the payment in cash of all deposits under with.
2001, eo soon as the directors should be in a position to dg o ' That J. B. Brancker, of Liverpool, in the county
do so, and to offer to all the other creditors of the bank of Lancaster, broker, J. _ Dixen
the same place, broker, Philip
, of the same place, mer-
alike the bank's promissory note at 6, 12, 18, and chant,
P. Serjeantson, of
pace, insurance broker, and 11. W,
l
24 months' date, with interest at the rate of 7 percent. Rawson, of the same
per annum. Onerous as this latter condition may Benner, of the carne place,liquidators,
forors, the purpose ofwinding
accountant, be and they are
appear, it was only with great difficulty that a large hereby appointed
and influential portion of the creditors could be brought up the affairs of the company and distributing the assets
to give their assent to it. That difficulty having, how. thereof.
ever, been
overcome, and a large number representing "10. That as between the liquidators and the company
in amount nearly three fourths of the whole having the authority given by the Joint-Stock Companies Act,
now acceeded to the propositions, it may be fairly as- 1856, to any two of the liquidators to exercise ail the
stoned that they bear upon them the stamp of reason- powers thereby given to the liquidators, shall only be
ableness, both in respect of the creditors and of the exercised subject to such restrictions and qualifications,
shareholders. if any, as the liquidators, or a majority of them, may

" It is further hoped that the unanimity exhibited at
the meeting of Tuesday and the determination evinced
to proceed with the liquidation of the bank's affairs in
the best possible manner will not bo without its effect in
influencing such creditors as have not yet assented to
come into the arrangement.
" The Sub-Committee of the Shareholders' Com-
mittee having had a somewhat more intimate access to
the bank's affairs, it may be expected that this report
should contain some allusion to it.
"' So far as the shortness of the time they have been
able to devote to the inquiry and their previous utter
ignorance as to the real state of the accounts will admit
of their arriving at any conclusion whatever, they ven-
ture ti) Express their opinion that of not only the original
capital of the bank, but also of the assets held by them,
a considerable portion is so locked up in various kinds of
securities that much time, great forbearance, and good
management will be required to insure their advantage-
ous realisation, and that upon the due combination of
these several elements will mainly depend the eventual
result as regards the original capital of the bank.
" Such being the case, and the bank being about to
issue its obligations to its creditors, as before stated, it
becomes imperative on the Shareholders' Committee, in
order to insure the punctual fulfilment of those obliga-
tion-,, to recommend to the directors to make a call on
the shareholders; indeed, this condition bad been already
insi,ted on by the creditors.
' They trust, however, that the dates for its pay-

- _
from time to time appoint ; but no creditor or other third
party shall be bound 'to inquire whether the acts of any
two
press notice that they are
not so authorised.
d
c' 11. That the liquidators be requested to consult
the liquidators b
e affe cte e
by duly
e x
authorised under this re-
solution;
solut o i
of nt, h '
or
from time to time with the directors' and the sharehol-
ders' committee as to the best mode of dealing with the
interests of the bask, and, as far as they fiad they can
properly do so, to carry out the winding-up of the affairs
of the company with the sanction and concurrence of
these bodies.
" 12. That in the event of any vacancy by death or
otherwise occurring in the office of any of the liquidators
now or hereafter to be appointed, the company, is filling
up such vacancy, shall adopt the following principles,
that is tosay :—lf either of them, the said J. B. Braucher
and J. Dixon, or any person hereafter to be appointed
in the place of either of them, shall cease to be a liqui
dator, the company may supply the vacancy occasioned
thereby in such manner as it shall think fit. If the said
P. Serjeantson, or any person hereafter to be appointed
in his place 141141 cease to be a liquidator, the company
(until the debts of the London creditors shall be paid or
secured to their satisfaction) shall only appoint such
person to supply the vacancy occasioned thereby as shall
be approved by the Loudon creditors of the company. I
the said P. Rawson, or any person hereafter to be ap-
pointed in his place shall cease to be a liquidator, the
company (until the debts of the Liverpool creditors of the