The Sun.
London, England, 1845-09-13 00:00:00

JAMES MAC GREGOR, Chairman, in the chair,

the advertisement convening the meeting was' read, and the follow.
ing resolutions were unanimously passed :-
1. That the common seal of the Company be affixed to the re•
gister of Proprietors.
[The seal was affixed accordingly in the presence of the meeting.]

2. That the report of the Directors, and statement of accounts
as now read to this meeting be received and adopted, and that the
same be printed and circulated amongst the Proprietors.
3. That a dividend, less the income-tax, of 16s. per share, on the
shares paid up, and of 4s. per share on the shares created on the 19th
of March, 1844, and of 2s. 2d. per share on the shares created on the
7th day of November, 1844, be now declared, and be made payable
on the Ist day of October, 1845.
4. That the Right Hon. Viscount Torrington, who has been elected
a Director of this Company by the other Directors to 1111 a vacancy
in the Direction on the resignation of Charles Knight Murray, Esq.,
be continued a Director of this Company.
5. That it is expedient, by the creation of new shares in further-
ance of the resolution of the general meeting held on the 6th day of
February last, to provide funds for the formation and completion of
the branch railway from Tunbridge to Tunbridge Wells, the branch
railway from 3linster to Deal, and extension of the Canterbury,
Ramsgate, and Margate Railway, the branch railway from Ashford
to Hastings, and the widening of the London and Greenwich Rail-
way, authorised by the several Acts passed during the last session of
Parliament.

That for such purposes the sum of 630,0001. be raised by calls on
the shares authorised to be created by the resolutions referred to, in
addition to the sum of 315,000/. already received on them.

That it is expedient to consolidate and register the scrip shares
issued in pursuance of the same resolutions ; and that for that pur-
pose every holder of four or more of the said scrip shares shall be
entitled, on delivering them up, to ba registered as the proprietor of
one new-consolidated share in respect of every four scrip shares held
by him, subject to the payment of 20/. for every such new share in
addition to the sum of 2/. 10s. already paid on each scrip share ; such
sum of 201. to be paid by such instalments, not exceeding 5/. each,
and at such intervals (not being less than-Ave months each), as the
Directors may determine.
That the holders of scrip shares shall not be entitled to the new
shares under the last resolution unless they shall claim the same and
deliver up the scrip shares on or before the 25th day of September,
1845,- except in such case as the Directors in their discretion shall
parmit the later consolidation and exchange of any such shares.
That every instalment paid on every such new share, as well as
the payments already made on the scrip shares which shall be com-
muted for the same, shall be entered in the Company's books as pay-
ments in the proportion that 301. bears to 501., and shall entitle the
holder to dividends accordingly ; but that no dividend shall be pay-
able in respect of any such new share, or of any such instalment so
paid, until six months after the day to which a dividend shall have
been declared on the now existing shares of the Company next fol-
lowing the opening for traffic of the latest in point of execution of
the new lines of railway and works referred to in the preceding part
of this resolution, and that all profits accruing from any of the same
new lines, which may have been wholly or partially opened before
such day, shall be divisible among the Proprietors for the time being
of the now existing shares.
6. That it is expedient to apply to Parliament In the next session
for authority to make, and to provide additional funds by the creation
of new shares for making, the following lines of railway, viz. :
A direct line of railway from Hungerford-bridge by North Kent,
to Dover, with branches.

A direct line of railway from Tlungerford-bridge to Maidstone, Tun,
bridge, and Ashford, with branches.

A line of railway:continuing the Tunbridge Wells Branch to Hast
ings, Rye, and St. Leonard's.
A line of railway from Maidstone to Rochester.

A line of railwa-Y from Reigate to Dorking. •
With such deviations, extensions, contractions, and variations of
any of the said lines, and such branches and incidental works, as the
Directors shall think expedient, or shall become necessary in the
progress of the Bills through Parliament.
7. That the additional capital required for constrncting and opening
for traffic all the last-mentioned lines be raised by the issue of 289,000
new shares, of the nominal amount of 251. each, to parties who shall
pay for the same 151. per share, by instalments as after mentioned,
and who shall duly execute the subscription contract required by the
Standing Orders of Parliament, and the subscribers' agreement (if
any) settled by the Directors.

That the first instalment of 21. 10s. per share be paid on the Ist day
of October, 1845, and the remaining instalments of such amounts
(not exceeding 21. 10s. per share, and at such intervals of not less
than two months), as the Directors shall, after the passing of any act
or acts in relation to the before-mentioned new lines, or any of them,
determine to call the same.
That twenty-one days' notice of each such call, and the like notice
also of the times and places at which the subscription contract and
snbscribers' agreement, if any, are to be executed, shall be given by
advertisement in the London Gazette and two London daily morn-
ing newspapers, and two newspapers published in Kant.
That upon payment of all such instalments, or upon payment of
such proportion thereof as the Directors shall declare to be required,
and upon condition also of the due execution by the subscribers of
the subscription contract and the subscribers' agreement, if any, the
shares, on account whereof the same payments shall have been made,
shall be forthwith issued and registered ; but that if default shall be
made in the due payment of any instalment upon any share for the
space of thirty days after the same shall have become due, or upon
default of the holders to execute the subscription contract and the
subscribers' agreement, if any, within the appointed time, all pre-
vious instalments in respect of the same share shall be absolutely
forfeited to the Company; and no party in respect of such pre-
vious instalments shall be entitled to any share, or have any
claim on the Company; and that all instalments paid after the
time when the same shall have become due shall be paid with in-
terest at the rate of Si. per centum per annum, computed from that
time.

That every such instalment paid shall be deemed to be and shall
be entered in the Company's books as a payment in the same pro-
portion to 25/. as the instalment so paid actually bears to 15/.
That no dividend shall be payable in respect of any such new
share, or of any instalment so paid, until six months after the day
on which a dividend shall have been declared on the now existing
shares of the Company next following the opening for traffic of the
latest in point of execution of the new lines of railway to be con-
structed by means of the additional capital raised by the same new
shares, and that all profits accruing from any of the new lines which
may have been wholly or partially opened before such day shall be
divisible among the proprietors for the time being entitled to share
the profits of the other lines and works of the Company.
8. That every registered proprietor of now existing registered
shares shall be entitled to one such new share in respect of every two
now existing registered shares held by him, provided he shall signify
his acceptance of such new share by payment of the first instalment
of 2/. 10s. per share to ens of the bankers of the Company, and
shall execute the subscription contract, and subscribers' agreement,
if any, at such times as shall be appointed for those purposes by the
Directors, by circular letters to be sent by post to the registered ad-
dress of each proprietor from the office of the Company.
That every registered proprietor on the 25th day of September,
1845, of every two shares consolidated under the authority of the
foregoing resolutions, shall be entitled in respect of every two such
consolidated shares to 18 new shares so to be issued as before men-
tioned, provided that he shall signify his acceptance of such new
shares by payment of the first instalment of 2/. 10s. per share to one
of the bankers of the Company, and shall execute the subscription
contract and the subscribers' agreement (if any) at such time as
shall be appointed for those purposes by the Directors, by circular let-
ters to be sent by post to the registered address of each proprietor
from the office of the Company.

That the Directors shall be at liberty to issue, upon such terms and
in such manner as they shall think proper, all the said new shares to
which no parties shall become entitled upon the foregoing conditions.
• 9. That the thanks of the proprietors be given to Sir John Kirk-
land for ins valuable services as Chairman of the Company.
JAMES MAC GREGOR, Chairman.
10. That the thanks of the 'meeting be given to Mr. Mac Gregor,
the present Chairman, accompanied by an assurance of the confidence
of the proprietors in the Board of Directors. '
London Terminus, Sept. 11, 1845. W. O'BRIEN, Secretary.

Registered Previsionally.
ESSEX and SUFFOLK RAILWAY COM-
PANY.

From the Norwich and Brandon Railway at Thetford, by Bury St.
Edmund's, Lavenham, Milford, Sudbury, Halstead and Braintree, to

the Eastern Counties Line at Chelmsford, and thence to the Port of
Ifaldon, with a branch to Cavendish and Clar.
Offices, 24, 3loorgate-street, London, and Sudbury, Suffolk.
Capital, 1,000,0001. in Shares of 251. each.
The Provisional Directors beg to inform the Shareholders, that
negotiations are in progress for a satisfactory arrangement with the
Eastern Counties and Norwich and Brandon Railway Companies,
the full particulars of which will shortly be submitted for their con-
sideration.

In the "meantime, ppplications for Shares may be made to the
Company's offices, 24, Moorgate-street, or the solicitors, 1, Gray's
Inn-square, or Sudbury ; and to the following sharebrokers :
Messrs. Hichens and llarrison, 18, Threadneedle-street, London;
Mr. J. Jameson, Leeds ; Mr. J. Greaves, Liverpool ; Messrs. Card-
well and Sons, Manchester; Messrs. Henry Beaumont and Co.,
Exeter ; Mr. D. Pane, Glasgow ; Messrs. Drury and Richardson,
Newcastle-upon-Tyne; Messrs. E. 3l`Callum and Co., Edinburgh ;
Mr. John Wright, Birmingham ; Messrs. Collinson and Flint, Hull.
Shareholders in the Eastern Counties, Northern and Eastern, and
Norwich and Brandon Railways, and original subscribers to the
Norwich Direct Railway, will please to notify the same in their ap-
plications.

A preference will be given to them, as far as possible, in the allot
ment. By order,

It. MAPLETOFT, Secretary.
EASTERN COUNTIES RAILWAY COMPANY.
The Directors of the Eastern Counties Railway Company, observ-
ing that, in the Advertisements of the Chelmsford and Bury Railway
Company, it is stated that their particular line is supported and
sanctioned by the Eastern Counties Railway Company, have to an-
nounce that no such support or sanction has been given.
The Company's engineer, Mr. Robert Stephenson, has been in-
structed to examine the entire district, and to advise upon the line
of railway to be constructed through it, which the Eastern Counties
Railway Company must sanction as most conducive to public inte-
rest. By order of the Board,
A BULKELEY, Secretary.
Offices, London Terminus, Aug. 12, 1845

SSEX and SUFFOLK RAILWAY OFFICE,
24, 3foorgate-street, September 5, 1845.
Notice is hereby given that NO APPLICATION for SHARES in
311 s undertaking can be RECEIVED after TUESDAY, the 16th inst.,
and that the Allotment of Shares will take place as soon as possible
thereafter. By order,
ROBERT MAPLETOFT, Secretary.

LYONS and AVIGNON RAILWAY.
(COMPAGNIE SEBASTIANI.)

REPORT TO THE ENGLISH SUBSCRIBERS.
GENTLENEN,—We regret our not being able to report that we have
succeeded in our efforts to obtain for you the objects of our Associa-
tion ; our best energies have been devoted to the subject, but from
the altered state of the circumstances which has now arisen, our
Company, as at present constituted, is not in a position to compete
for the Lease.

At the time our Company was formed, it was understood that the
Government would provide the land for the line and stations, and
possibly would undertake the earthworks. The capital we then
proposed (GO millions of francs), was considered sufficient to provide
all that the Company, under that state of circumstances, would have
required ; but after much doubt and delay, the Government have at
length dztermined that their lessees shoul I undertake the purchase of
the land, as well as the entire construction and working of the Rail-
way. The Bill has now passed the Chambers in that form, and has
fixed the Capital at 80 millions (irrespective of the Grenoble
Branch).

Having, as we interpret our engagement to the Subscribers,
neither power to undertake on their behalf the purchase of land, nor
adequate funds for that larger purpose, we are under the necessity of
announcing the dissolution of the present Subscription, and we have
accordingly only fbrther on this head to inform you, that we now
hold the deposits subject to the order of the several Subscribers, and
ready to be immediatelyreturned in exchange for the letters of allot-
ment and banker's receipts.
We would now invite your attention to the copy of the
statutes, which have been framed and adopted for the regulation of
a new Company for making and working the proposed line. You
will observe, that it Is mainly under the same direction, and in many
respects of the same character as that which we originally proposed.
The capital is necessarily larger, and the powers vested in those who
have the conduct of the undertaking of a much more general charac-
ter. We desire to retbr you in particular to articles 4-22-23-
24-28-56.

We are empowered to offer to each Shareholder in the former
Company who shall, on or before the 20th of September next, and
in the manner we are about to mention, declare his option to accept
them, the same number of Shares in the new Company as he holds
in the original Company, with or without one additional Share in
respect of every five original Shares, and in order to fact itate the
nece-sary arrangements, we have prepared such forms as will enable
the Subscribers to express their wishes with convenience. They are
ready, and may be applied for at 62, King William-street, City, be-
tween Eleven o'clock, A.M. and Three o'clock P.M.
We beg to add, that in the event of receiving at this office no com-
munication respecting any particular allotment of Shares in the
original Company on or before the 20th of September next, the de-
posit thereon will be held subject to the order of the party entitled to
it, and it will be entirely out of our power to extend beyond 14fe
above-mentioned day the option which we have secured for the pre-
sent Proprietors to join the new Company.
It is right
_we should express our continued confidence in the
merits, of the undertaking, and our recommendation to the Sub-
scribers to renew their investments in the new Company.
We are, Gentlemen, your very obedient Servants,
W. J. CHAPLIN.
CHARLES DEVAUK.
J. MOSS.
J. MASTERMAN, jun.
trZaLLI.

Londcm, September 1, 1845.