The Sun.
London, England, 1845-11-10 00:00:00

GRAND JUNCTION RAILWAY.

LIVERPOOL, FRIDAY, FOUR r.M.—The important question of
the amalgamation of the Graud Junction and the London and
Birmingham Railways, for which an agreement had been entered
into between the respective Directors, was considered this day at a
meeting, specially convened, of proprietors in the Grand Junction
Company. The attendance was exceedingly numerous. Mr.
Charles Lawrence presided.
The SECRETARY then read the following report :—" The Direc-
tors have convened the present meeting to recommend the adop-
tion of an agreement of amalgamation which has been concluded
by the London and Birmingham and Grand Junction Boards, sub-
ject to approval and confirmation by the proprietors of each Com-
pany respectively. In settling the terms of this important com-
pact, the Directors have been anxious that a fair estimate
should be made of the position and capabilities of each con.
cern ; and they have considered it desirable that, due regard be-
ing had to the circumstances of each Company in respect of
expenditure, revenue, engagements, and share capital, a balance
should be struck, and an adjustment definitely made, in
rder that hereafter the two Companies may be subject to
the same liabilities, and receive the same rate of dividend,
out of one common fund. The Directors of the two boards
have accordingly taken into account the expenditure, re.
venue, share capital, and other circumstances of the respective
Companies; and for the requisite and final adjustment between
the two concerns, they have agreed, subject to confirmation by
the proprietors, that the capital of the London and Birmingham
Company shall be taken at 8,653 750/., and the capital of the
Grand Junction at 5,788,560! ; and that for the purpose of this
adjustment of the respective capitals, the Grand Junction Com-
pany shall Issue coupons of consolidated stock, to be considered
as paid up capital, to each of the Grand Junction shareholders,
after the rate of 30/. new stock for every 100/. of present Grand
Junction stock, and for the Grand Junction shares (whether paid
up or not) in the same proportion; such issue of stock to be en.
tiled from the Ist of October last to dividends, and all other pri.
Tilers r..teable with the whole amalgamated stock of shares.
The receipts of the two Companies to form a common fund from
the Ist of July last. The Directors have given their best
consideration to the terms of this agreement. Being based
on the actual position of the two concerns, the data are prin-
cipally to be found in a careful consideration and estimate of
the published reports and statements of accounts of the
two Companies; and the Directors confidently rely that the
step which they have taken on behalf of the Proprietors will meet
with their prompt and cordial concurrence. In regard to the ma-
nagement of the amalgamated concern, it is agreed, that for the
first five years there shall be one united board meeting, monthly,
or as may be found expedient, and consisting of members selected,
in the first instance, from the present direction of each Company,
in the proportion of eight London and Birmingham Directors to
six Grand Junction. The united beard to discuss and settle all
matters of general policy. The London and Birmingham line
proper being worked, as respects all details, under a Committee,
sitting in Loudon, composed of twenty-four London and Birming-
ham Directors ; and the Grand Junction line proper being worked,
as respects all details, under a committee, sitting in Liverpool, and
composed of eighteen Grand Junction Directors, or sub-committees
of either respectively. The Directors have only further to observe
that, while they consider they have reason to congratulate the
Proprietors on the establishment of permanent peace and union
with the London and Birmingham Company, by which the re.
sources of an undivided and continuous line will be secured, they
have additional satisfaction in expressing heir assurance, that they
shall be enabled thereby to effect such completeness of arrangement
and of appointments, and to afford such moderate rates and fares, as
will give ample satisfaction to the public."
The CHAIRMAN said—Your Directors do take it for granted that
it is sound policy to consolidate these two great lines, and if you,
our Proprietors, agree in that principle, our object has been only
to settle the terms. Our course has been quite clear on this ques-
tion. We had to protect your interests, and, at the same time, to
make no demand which we could not satisfactorily substantiate.—

(Cheers.) I trust we have succeeded in these measures. and at
the London meeting, to be held this day, for submitting the same
agreement to the London Proprietors, we rely with confidence that,
if any surprise should escape the holders of London stock at the
high value put on our shares, that their Chairman will satisfy

them of the correctness and fairness of our proceeding, in the
same manner that Mr. Glyn, their Chairman, was satisfied by my
able coadjutor, Mr. Rotheram, who stated our case so clearly and
satisfactorily. The only other important matter is the management.
The usual practice of immediately forming a joint board would,
perhaps, not work well, and the Directors recommend what I
conceive most judicious, and if, after a limited time and expe-
rience, anether system is found necessary, the Proprietors will take
care it is attended to.

Mr. SWIFT here read the formal resolutions, which were a mere
echo of the report, and proposed them seriatim. The first, which
affirmed the amalgamation, was carried unanimously, amidst the

loudest checrs.

Mr. MELIA said it appeared they proposed to go in with a divi.
sion of the profits, just as the amalgamation had been completed.
Was it not necessary to have an Act of Parliament to sanction the
amalgamation ? Was there no doubt of the amalgamation being
completed ?

Mr. SWIFT—We do not apprehend any doubt. The importance
of beginning at once to divide the profits was so apparent, that the
Directors thought the doubt of carrying the amalgamation hardly
worth considering.

The CHAIRMAN—They followed the same course in the Mid.
lands Company. They gave notice of their intention to divide
the funds, and then to go to Parliament to make it law. The
capital seems large, but it takes in all liabities, and no further
capital is to be raised by either party than what is Wended in this.
A PROPRIETOR asked if the quarter shares, announced sometime
time ago, were to be withheld ?
The CHAIRMAN—By no means. They are included in the gene.
ral management. They are now ready for issuing.
Mr. Swirr— And in the same way the holders of quarter shares
are entitled to their proportion of the new 201. stares.
A PROPRIETOR asked if anything was to be done in relation to
the amalgamation of the London and Birmingham with the Man.
cheater and Birmingham ? _

, .
Mr. Swtrr replied there war a negotiation pending between the
London and Birmingham and the Manchester and Birmingham for
an amalgamation ; and, if carried, of course It would be ineluded in
the arrangement with this Company.
The PROPRIETOR—Is the capital included in your report ?
Mr. Sty:yr—No.
The same Proprietor asked whether the London and Binning
ham were to become their own carriers ?
Mr. SWIFT--That is a question of detail which the Directors. f
the amalgamated Company will deal with.
Mr. MELLY moved a vote of thanks to the Chairman, Mr. ito..
therham, and the Directors, for their admirable conduct in this im-
portant business.
Mr. G. MAXWELL seconded the motion, and it was carried
amidst very great applause.
Mr. Errs" after some complimentary observations upon the
talents of Mr Locke, the Engineer, moved that it be an instruction
to the Directors to bring before the next meeting the subject of a
fitting testimonial to that gentleman for his long and valuable ser-
vices as engineer.
Mr. Lewis MOZLEY seconded the motion, and it was carried
unanimously. He then moved the thanks of the Proprietors to
Messrs. Swift ;the law clerk), Booth, and Huish, for their eminent
services.
Mr. LANCTON seconded the motion, and it was carried unani-
mously.
Mr. Swirr and Mr. BOOTH severally returned thanks; and
Captain fit:l3N in his address in reply to the vote, stated the
fact that the receipts of " the Great London and Liverpool Rail-
way, far the last ei;hteeu weeks, exceeded the receipts of the
corresponding eighteen weeks last year, by upwards of 100,0001."
--(Cheers).
The meeting, which occupied three quarters of an hour, then
separated.

646
1,283
292
738
2,218
4,325
1,468

720
12,332

15,320

16,074

778
4"89
1,135

5,892

BRISTOL and EXETER RAILWAY
REJECTION of the PROPOSIrioN of SALE.
On Friday a most numerous meeting of the proprietors sf the
Bristol and Exeter line was held at the White Lion, Bristol, for the
purpose of bearing the terms upon which the Directors proposed to
sell the line to the Great Western Company, when the term of
their lease should expire, which would take place in three years
hence.
Mr. J. Gibbs having taken the chair, the Secretary read the
terms upon which it was proposed to sell the line, which were, that
the Bristol and Exeter Company sell and dispose of all their pro.
perty, rights, privileges, and interest whatsoever, whether in that
line, or any line or project promoted or supported by them in con-
nexion with the said line, and also all the assets, shares, or other
efects belonging to them, or held in trust for them, with the
Great Western Company, in consideration of the following pay-
ments :—The Great Western Company are to pay, from let of
January next, by half-yearly payments 5 per cent. per annum on
the sums called up on the said shares, amounting to 1,080,000/.
They are also to defray the concurrent interest upon all
debts or liabilities of the Bristol and Exeter Com-
pany, commencing from the same date, and to• defray all
liabilities which may nut be covered by the calls to be made on
the proprietors in respect of the capital still uncalled. That
calls shall be mad* on the 1001. shares, so as to pay up the
440,0001. outstanding, at times to be fixed by the Great Western
Company, at intervals of not less than six months between each
call of 10/. per share ; and when such calls shall be made, 5 per
cent, shall be allowed thereon; but the whole shall be called by
January, 1849. In like manner calls shall be made on the third
shares as may be required by the Great Western Company, with
intervals of not less than six months between each, but the whole
shall be called by January, 1852. That the Great Western Com-
pany shall have full power to create debentures to the client of
one-third of the Bristol and Exeter Company, in case they shall be
required to do so. That after the Ist of January, 1849, the Great
Western Company shall pay, by way of rent charge, a sum equal to
6 per cent. on the capital of 2,000,0001., if the whole is paid up,
or on so much as may have been paid up ; and subsequently will
pay 6 per cent. on the remaining sums as they are called up, sub-
ject to the following proviso, :—ln the event of any competing
line, on the narrow gauge, being granted between Exeter and
London, whether to join the South. Western or otherwise, in op-
position to the Great Western Company, in such case
the rate of rent charge is to be reduced to it per
cent. This agreement is to be considered final on both Com.
panics, subject only to the confirmation of general
meetings of proprietors; but if any difference arises in the con-
struction of this agreement, it shall be referred •to Mr. Brunel for
adjustment.—(Laughter and sneers.) Wben the above was read,
a supplemental agreement followed, which was to the effect that the
third shares were to be put upon an equality with the whole shares.
The CHAIRMAN then rose and said—lt now becomes my duty to
enter upon those explanations which are necessary to justify my
colleagues and myself in concluding Ihe arrangements we now
sub.rit to your consideration, the conditions of which, with one
exception, to which I shall have occasion hereafter to allude, we
are unanimously of opinion are fair and equitable. We are sorry
and surprised it was not considered satisfactory by many of the
shareholders; but we think we have great reason to complain of
the treatment we have received by those who have procured proxies
to use at this meeting. The Chairmen then went into a long
statement, which contained in effect uoth.ng more than" that which
is stated in the proposed terms of sale. In the conclusion of his
speech, he received a:good deal of interruption, io consequence of
the mention of the name of Mr. Brunel as the third party to be
called in. When he had concluded,
Mr. Situtaetrr followed, in a very long speech, in which he en-
deavoured to explain and defend the course pursued by the
Directors: •
. Mr. Berl-rue opposed the preposition in a long statistical speech,
intended to show from the gradual receipts of the Bristol and
Exeter, the ineligibility of the terms proposed by the Great
Western. He said,,ln the ease of the Bristol.and Exeter Rail-
way, in addition to the ordinary development of traffic, we obeli