RAILWAY INTELLIGENCE.
GUILDFORD JUNCTION RAILWAY.
A special general meeting of the proprietors was held yesterday at the Hall of Commerce, for the purpose of taking into consideration the selling or leasing the line, and for authorising the directors to apply to parliament for the necessary powers and provisions for carrying the same into effect. Mr. R. F. Mangles, M.P., was in the chair.
The Chairman said the present meeting had been called in order that the report of the directors, respecting the proceedings which they had taken for the protection of the interests of the company, might be laid before the share-holders. It was not his intention to detain them by any remarks of his own, and he would at once call upon Mr. Rand to read the report.
The report was then read as follows :—
"Since our last meeting, the state of the money market, and the general bent of the public mind towards enterprise in new lines of railroad, have affected the concern in which you are engaged, in a manner which no one could at that time have anticipated, and have compelled those to whom you have intrusted your interests to take prompt and decided steps for their effectual protection. Your directors have called you together this day that they may inform you of the present position of your affairs, and ask your approval and confirmation of the measures above referred to.
"You must be aware that in the last session of parliament, parties connected with the Croydon Company obtained an act authorising them to construct a line of railway on the atmospheric principle, to connect the Croydon Railroad with Epsom. The same party have since projected an extension of that line through Dorking and Godalming, running close to the south of Guildford, to Petersfield and Portsmouth; and this scheme having been put forward in a very plausible form, a company was quickly formed to carry it into effect, and the shares in it rose to a premium.
"Your directors did not fail to perceive that this scheme could not be carried into effect without extreme detriment to your interest. They had always contemplated the probability that the Guildford Junction Railroad would be extended to Godalming at least, if not further, and whether this were done or not, all their calculations of traffic had been based upon the assumption that the communication of Godalming and the country for many miles to the south of it with the metropolis, would certainly be carried on by means of that line. The projected line through Godalming and Dorking would effectually cut off all that tract of country and leave your railway dependent upon the town of Guildford alone.
"It was manifest that it was necessary to act with promptitude, to protect you from serious loss. In considering how this might best be done, your directors said that the South-Western Company, having a common cause of apprehension, were your natural allies; and they said, too, that they had a strong interest in an immediate amalgamation, upon such terms as would give them a parliamentary footing in the ensuing session, as having already reached Guildford, on the way to Chichester and Portsmouth. On the other hand, they were aware that your line would become comparatively valueless, in the event of the Atmospheric Company obtaining their act of parliament; and they also perceived, that although a combination of interests was very desirable for the South-Western Company, a demand on your part of terms altogether unreasonable might induce that company to solicit, and the legislature to grant, an independent line from Woking or Farnborough to the southward, parallel to and passing by your railroad.
"Bearing all these considerations in mind, your directors entered upon a negociation with the South- Western Company, which neither party can be said to have commenced, but which each felt to be essential to its immediate interests. It was indispensable however to a satisfactory arrangement, that your directors should be able to offer on their part, a line by which the trains of the South-Western Company might run without interruption to Guildford, and consequently a line of iron rails of corresponding gauge. It was requisite, therefore, to find the means of inducing Prosser's Patent Guide Wheel Company, to whom this company was pledged to form and work the line upon their principle, to forego their claim in that respect, and an understanding with the gentlemen representing Prosser's Company necessarily preceded the final negociation with the South-Western Company.
"Not to trouble you with further details, the arrangement, for which your directors now ask your sanction, was this — the South Western Company agreed to purchase the Guildford Junction Railway, completed with a single line of iron rails, for 75,000l., your directors having previously stipulated to pay 20,000l. out of whatever might remain of the gross sum, after fulfilling their bargain with the South Western Company, to Prosser's Patent Guide Wheel Company, 
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in consideration of their consenting to abandon all the advantages of an experimental trial of their system in a very favourable position in relation to the metropolis, which was, in fact, a sacrifice of the sole object for which they had embarked in an undertaking which it is but justice to the gentlemen representing that company to say, would, but for the impulse which they gave to it, never have existed.
"Your directors trust that after fulfilling their agreement with the South Western Company, and paying to Prosser's Company the 20,000l. above mentioned, sufficient will remain to reimburse the proprietors of the Guildford Junction Railway, together with good interest upon their outlay in the undertaking. They do not anticipate the necessity of making any further calls beyond that of 10l. per share, fixed for the 10th of next month."
The Chairman said that if any gentle nan wished for further Information than the report afforded he should be happy to give it.
Mr. Haddon had much pleasure in moving that the report be received and adopted. In doing this, perhaps, he might be permitted to ask whether the shareholders of this company might not and ought not to have the opportunity of taking shares in the extension line (hear). The share-holders had been taken by surprise on learning all at once that they were to be paid off, without even a guarantee that they would receive interest upon the investment they had made.
The Chairman said that the directors, in making the arrangement with the South-Western did not act as free agents. They had been compelled to act under circumstances over which they could not exercise any control. When this junction was formed from Woking to Guildford, he did not conceive, and he thought no one had any conception, that a railroad would be projected behind them; a railroad cutting off all traffic from them. In selling the railroad to the South-Western Company, the directors had acted under a pressure of circumstances—circumstances, as he had already observed, beyond their control ; and if they had not so acted they would have subjected the proprietors to much loss. And he must observe to the proprietors that if the directors had refused to afford the South Western Company facilities in possessing themselves of the line as far as Guildford, and that company had also remained passive, and the atmospheric line were carried through without opposition — he said that in this case the Guildford Junction would have been comparatively valueless. Seeing this it only remained for the directors to make the best bargain they could. The directors, when they met those of the South-Western Company, demanded that they should be paid 75,000l. worth of shares in such a railway as had now been projected to Chichester and Portsmouth. The demand was not that they should be paid in cash, but that the South-Western should carry on the junction to Chichester and Portsmouth with a guarantee of 4 per cent, as the minimum interest, with a division of profits in the same manner as they had now done; but at that time it was the intention of the South-Western Company to form that railroad them- selves, and not by an independent company, as it was at present intended to be effected. To this part of the demand the South-Western directors demurred, they claiming the option of deciding, within a week, as to paying the 75,000l. in cash, or in shares in such a railroad as had been alluded to. At the end of the week the South-Western directors stated they had made up their minds to pay in cash. Since then the directors of that company have changed their minds, and determined to carry out the line by such a company as the directors of the junction company had pressed upon them to form. As to the question put by Mr. Haddon, he was able to say that if any proprietors wished, within certain limits, to transfer their shares in the Guildford Junction Railroad — if they wished for an equal number in the Woking, Guildford, and Chichester line, he was authorised to say they would be granted. Mr. Haddon thought the question he had put had been very satisfactorily answered ; and he felt they owed great thanks to the directors for the care they had taken of the interest of the proprietors.
The Chairman, in answer to a question from Mr. Hurst, said the Junction Railway had been sold absolutely to the South-Western Company, whether that company got their extension line or not.
Mr. Loe seconded the motion for the adoption of the report, which was carried unanimously.
Mr. Hadley moved that the directors be authorised to take all necessary steps to complete the contract for the sale of the Guildford Junction line to the South-Western Railway Company.
Mr. Blackmore seconded the motion.
Mr. Thomas wished to know whether it would be necessary to have an act of parliament, in order to effect the sale of the junction line?
The Chairman had been told that it would be necessary, and the preliminary steps for the purpose of obtaining an act had been taken.
The resolution was then put and carried.
Several proprietors here expressed a desire to exchange their shares for others in the proposed extension line, and the chairman took their names down, in order to effect the transfer.
A Proprietor wished to know whether the same privilege would be extended to absent proprietors?
The Chairman said this exchange of shares had been conceded to the shareholders of the Junction Company as a favour by the other company. All he could say was, that if any proprietors of the Guildford Junction Railway would write to him within a week, expressing a desire to exchange their shares for others in the extension line, he would personally try to get them so changed (hear, hear).
A vote of thanks was then given to the chairman, and the meeting separated.