The First Severn Valley Railway Company
This article takes a look at the The First Severn Valley Railway Company (the Company), its directors who promoted the idea in the late 1840s and early 1850s, and gained the powers, raised the money and oversaw the building of the Severn Valley Railway (SVR) in the late 1850s and early 1860s and through its initial operations, before absorption into the Great Western Railway in 1871.
Little has been written about the Company, even in the definitive history books by John Marshall and Gerald Nabarro. In researching this, it is clear that the directors dedicated a lot of time in pursuit of the railway with careful juggling of the finances, attention to the shareholders needs and following through changing legislation. The main sources used are the Company records in the National Archives (RAIL 606), Ancestry UK and the British Newspaper Archive. Short biographical details of the 20 directors who served are given in Brief Biographies of Severn Valley Railway Directors (1852 to 1872).
There were a large number of proposals in the 1840s for railways to run along the valley of the Severn between Worcester and Shrewsbury of which the successful ones only touched on the route. These were the Oxford, Worcester and Wolverhampton Railway (OWWR) which received its Parliamentary powers in 1845 and the Shropshire Union Railway and Canal Company who received powers in 1846. While the latter company helped open a line from Shrewsbury to Stafford on 1st June 1849 (the only one it built), the former didn't open the line from Evesham to Stourbridge via Worcester until 3rd May 1852. There had been renewed interest on the full route with an advert placed in the Worcestershire Chronicle on 28th July 1847 – "Preliminary announcement of a company being formed for constructing a railway from Shrewsbury to Worcester along the valley of the Severn. The landowners have been communicated with and are generally favourable. A preliminary survey has been made and a detailed prospectus will be issued shortly – communications to agents Morley Chubb". The landowners mentioned were: His Grace the Duke of Cleveland, Lord Forester of Willey Hall, Lord Sudeley, Sir John Dean Paul, William Lacon Childe of Kinlet Hall, William Wolryche Whitmore of Dudmaston Hall, Walter Moseley of Buildwas Park and the Coalbrookdale Company.
The Thorp era edit
On 9th August 1848 the Worcestershire Chronicle was reporting having received a draft Prospectus for a line from Hartlebury to Madeley with a capital sum to be raised of £500,000 in £25 shares, however no advert has been found. Engineer Robert Nicholson, from Newcastle upon Tyne, was engaged to undertake a detailed survey in 1849 for a line from Hartlebury (on the under construction OWWR) to the Madeley branch (authorised in 1847) on the Shrewsbury and Birmingham Railway, also under construction. It was to pass east of Bewdley and Bridgnorth but serve them. Who paid for this survey is not clear but it was likely to have been some of the future directors. It was not until the advertisement placed in the Herepath's Journal of 26th June 1852, which repeated the 1847 one, except the capital sum was now £350,000 for a 26-mile line – communication was now to go to H&W Toogood, Parliamentary Agents - that the proposal was clearly well advanced.
The first board meeting was held on 25 August 1852 in Toogood's offices in Parliament Street, Westminster. The meeting agreed to form a board of directors; three of whom were already directors of the OWWR (Jonathan Thorp, Michael Grazebrook and Major Charles Tyndale); William Reed, a director of the London and South Western Railway; Right Hon Francis Parker, a director of the Great Northern Railway; local interests were represented by Sir Robert Pigot MP for Bridgnorth and Colonel GCW Forester, MP for Wenlock. A Prospectus was in preparation and Toogoods were appointed solicitors and agents and Robert Nicholson, engineer. The 'Prospectus' was advertised the following month with capital now set at £300,000, selling shares at £20 each with a deposit of only 2 guineas. Proposed traffic arrangements had already been discussed with the OWWR. The list of landowners consulted and directors named were set out as before.
The next board meeting on 6th September 1852, with Jonathan Thorp as chairman, agreed to appoint Charles Edward Reed of Hanworth, Middlesex as Secretary for £300 per year (subject to him being released by the North and South West Junction Railway) plus bankers and brokers. Public meetings were to be arranged to gain local support for the railway and these took place at Ironbridge, Bewdley and Bridgnorth on the 7th, 8th, and 9th October respectively. Local dignitaries and manufacturers were largely sceptical as there had been many failed schemes in the previous decade but there was firm support for going directly to Shrewsbury rather than only to Madeley. Jonathan Thorp and William Reed attended the public meetings with support from Robert Nicholson, Charles Reed and William Toogood. The board on 13th October 1852 agreed to instruct Nicholson on planning the line to Shrewsbury and asked Toogood's to prepare a draft Bill for presentation to Parliament by 30th November 1852.
The capital now sought on the advice of Nicholson was £600,000 made up of 30,000 £20 shares so a revised offering was needed for the longer, 40mile, double track line, including a short branch to Coalbrookdale and finishing north of Shrewsbury on the Chester line (longer distance traffic to and from Liverpool was still being targeted). While the share sales were said to be going well, of the £454,000 subscribed at the end of the year, only £35,000 from 51 applicants were said to be 'local' – 87 applicants for the remainder. The draft Bill was duly submitted at the end of November 1852 and, with the help of contractor shareholders Brassey and Peto contributing £47,250, the Parliamentary deposit of £90,000 was paid. The board meeting on 6th December 1852 agreed to rent offices at 31 Parliament Street, Westminster for six months for £90. The meeting on 1st January 1853 agreed to appoint, provisionally, Norman Hilton Macdonald as a director to replace Sir Robert Pigot.
Parliamentary hearings began on 9th May 1853 with three local MPs (including Forester and Pigot) appearing in support of the Bill together with local manufacturers and traders. The Royal Assent was given (thus becoming the Severn Valley Railway 1853 Act) on 20th August with the company now becoming a 'body corporate' with perpetual succession and a common seal. At the board meeting on 1st September 1853 Jonathan Thorp was elected Chairman with William Reed appointed Deputy Chairman. Land and Works Sub-Committees were to be set up with a minimum of two directors serving. Robert Nicholson was re-appointed Engineer for £1,000 per annum plus £200 expenses and the Secretary was now to be paid £500 per annum. The first Ordinary General Meeting with shareholders was held at 31 Parliament Street on Monday 19th September 1853. The directors Jonathan Thorp (Chairman), William Reed, Colonel Forester, Major Tyndale, Francis Parker, Norman H Macdonald and Richard Tull were elected and awarded a sum of £500 (£62 50s each with double for Chairman) for past services. Thanks were given to Michael Grazebrook for unwearied exertions (retiring due to ill health) and the Secretary's salary was endorsed.
At the board meeting on 27th October 1853, it was proposed that the line should be shortened at the Shrewsbury end to join the Shrewsbury and Hereford line south of Shrewsbury and share the station. This had been put forward by Sir John Hawkshaw, the eminent engineer, at the Parliamentary hearing on 6th August 1853 to save £40,000. Nicholson was instructed to survey and prepare a Bill for the 1854 session. The meeting agreed to Nicholson appointing two surveyors (Adam Oliver for £300 and JA Harrison for £250) and Richard Tull as a director for 6 months. The meeting on 16th November 1853 gave consideration to a letter from Samuel Morton Peto of Somerleyton Hall in Suffolk, a major shareholder and railway contractor, who urged that no expense should be incurred until they were ready to proceed, as the money markets had been 'spooked'. The board concurred and expenditure was reduced. Two members of staff at the London office were dismissed, the Secretary's salary reduced and Nicholson informed that only his professional fees were going to be paid. The problems in raising money stemmed from the restrictions in the 1853 Act. Although the Company were allowed to borrow up to £200,000, this was only when the capital was subscribed and half paid for. Calls from subscribers were restricted to a maximum of £3 per share with at least 3 months between calls. Therefore, they had to resort to short-term loans. There was a notice placed in local newspapers in early February that 'all persons holding scrip of the Company or Banker's receipts for deposit on such shares are required to transmit the same to the Secretary at 31 Parliament Street by 16th February 1854'. – a Form of Registration was attached to obtain sealed certificates.
At the board meeting on 13th February 1854, the directors decided to pause the hearings after the House of Commons second reading with little progress on securing the outstanding capital. At the Second Ordinary meeting on 27th February, Thorp confirmed that they had reached agreement with the Shrewsbury and Hereford Railway on using their line into Shrewsbury and they were considering approaching shareholders for further monies. The prepared Bill, which was due before Parliament on 17th March 1854, included a clause continuing the existing directors in office until completion of the works. It precipitated a letter exchange between Morton Peto and the Chairman, Jonathan Thorp. Peto had been informed on progress by Major Tyndale (they were both on the board of the Norfolk Railway) and wrote on 11th April objecting to the clause and saying he would oppose the Bill in Parliament. Thorp responded that it was inserted at the request of Toogoods, the company solicitors. Further correspondence resulted in Peto being appointed a director on 3rd May, the Bill being withdrawn on the 8th May and Thorp (with Parker) resigning on 19th May and William Jackson MP elected a director. Samuel Morton Peto MP was elected the new Chairman on that date.
The Peto era edit
The Shrewsbury Chronicle reported in early June 1854 that they had 'reliably' been informed that Mr Peto MP had purchased shares to the extent of £250,000 in the SVR Company with an intimation of an advance of £90,000 if necessary. Herepath's Railway Journal of 8th July 1854 contained notice of the first call of £2 18s/share making £5 paid all told which was required by 31st July to one of the four named banks – interest of £5 per cent per annum would apply if they remained unpaid. The half-yearly meeting due to take place at the offices in Parliament Street on Saturday 19th August was adjourned as insufficient shareholders attended. It went ahead on Monday 21st with William Reed in the Chair – accounts were submitted but no report of the directors; Peto and Jackson were re-elected directors. The draft Bill was resubmitted to Parliament at the end of November 1854 without the offending clauses but with a wholesale rewriting of the 1853 Act overseen by Peto's hand with further economies through deviations.
The 12th January 1855 board meeting recorded condolences following the death of Major Tyndale while the fourth Ordinary General meeting of the Company due on 27th February again had insufficient shareholders attending. The directors confirmed they would be following closely the bill now before Parliament. At the 15th May 1855 board meeting John Parson (Deputy Chairman of the OWWR and a friend of Peto) was welcomed as a director. The week previous had seen the death of Engineer Robert Nicholson at the early age of 46 – the Engineer to the OWWR, John Fowler, age 38, was appointed to replace him. A special meeting (known as 'Wharncliffe' after the Lord's amendment) was held on 11th June 1855 at the Parliament Street offices to consider the Bill before Parliament, with Sir Morton Peto in the Chair. Toogood, the solicitor read the 'heads of terms' to the shareholders present. These comprised certain deviations to the route and the capital reduced from £600,000 to £400,000. Thorp moved adoption of the report and Jessell seconded. The Chairman said his first action was to see if the capital required could be reduced – proposing 3 deviations and a junction south of Shrewsbury. The estimated cost was now £12,000 per mile compared to £17,000 per mile previously. He had reviewed the traffic predictions – the OWWR was producing £36/mile/week receipts and the Shrewsbury lines to Hereford and Crewe similar. He thought the SVR as an agricultural line would achieve £25/mile/week. The report was adopted with Peto saying that as soon as the Bill had passed the House of Lords, he would press the merits of the company with friends and visit landowners and the Coalbrookdale Company to elicit support.
While the progress of the Bill was relatively smooth, Herepath's Journal on 7th July reported that the recital authorising the OWWR to become shareholders of the undertaking had been removed. The concerns in the House of Lords at the clauses on potential amalgamation with the OWWR were also addressed. Royal Assent to what was now the Severn Valley Railway Act 1855 was given on 30th July 1855. It was almost twice as long as the 1853 Act and replaced most of the clauses. Morton Peto accompanied by John Fowler visited Bridgnorth on 8th August 1855 and then travelled down the River Severn to Bewdley – they met local dignitaries. That month saw the start of construction on the Wellington and Severn Junction Railway which was meant to join the SVR in the future. Much of the remainder of the year was taken up with preparing a further Bill for additional route changes, extending time for construction and provision regarding share capital. It was duly submitted at the end of November 1855.
The Bridgnorth Journal reported on 2nd February 1856 that Mr Toogood had been in the neighbourhood the previous week soliciting parties to become shareholders. The journalist expected work to commence immediately at Shrewsbury and proceed as far as Ironbridge with the latest Bill allowing the navvies to be fully employed at Bridgnorth! This was of course premature as the land required had still to be purchased. A series of public meetings were arranged at Bridgnorth on 26th March, Bewdley on the 13th April, Stourport on the 6th May and Ironbridge on the 1st July 1856 to explain the new proposals and illicit support. Sir Morton Peto attended with Toogood and Fowler and the local directors. He was clearly welcomed warmly and received promises from additional shareholders and landowners indicating that they would make their land available. As required, a 'Wharncliffe' meeting was held at the Parliament Street offices on 19th June 1856 to approve the latest Bill. Peto was in the chair and Toogood read the heads of terms to authorise two further deviations from the current line (at Hartlebury and north of Bridgnorth), extending the time for purchase of the land and executing the works and making provision for converting shares to half-shares. The Bill was supported and Peto indicated that an ordinary general meeting would be held the following month. In fact, it was re-arranged for Tuesday 5th August but there were insufficient shareholders attending to transact any business. Meanwhile the SVR Act of 1856 received the Royal Assent on Monday 21st July. On 30th July 1856 the directors received a letter from John Jay, contractor of Abron House, City Road in London, offering to construct the railway including the 2 branches(?) for £725,000 excluding land purchase and all stations, having discussed what was required with Fowler and studying recent contracts including those of the Tredwells. Nothing more is heard of this in the papers.
With the route pretty well finalised (Fowler had agreed the exact course of the line through the Apley estate north of Bridgnorth at the end of July 1856), Peto instructed Fowler to produce the land plans and the contract drawings and specification. At the board meeting on 28th January 1857, it was agreed to oppose the London and North Western Railways' bill for a branch from Wellington to Coalport. The shareholders meeting planned for 24th February 1857 was once again postponed although the papers were reporting that the whole of the capital was subscribed and works could commence if the landowners co-operated. Indeed, Fowler arranged for the London contractors, Smith and Knight, to visit the line and the surveyor F Fuller from London to begin negotiating the purchase of the land required (as reported in the Bridgnorth Journal on 14th March, when they were seen visiting the route). As Fowler was to include in the specification references to the East Kent Railway as an exemplar (where he was the Engineer and Smith and Knight were the contractors), it is not altogether surprising.
On 10th July 1857 the board resolved to consider the tender from Smith and Knight but the Chairman, Morton Peto, wrote to the board on 28th July to explain his current position with the Company. Arrangements should now be made for the construction of the line and the understanding he had reached when he and his friends had invested £225,000, was that his firm were to be the contractors for the works at prices to be agreed with the Company's engineer. He felt that under his direction the Company's finances had improved and with additional funds the undertaking could be contracted. He therefore tendered his resignation as a director as it would be incompatible with submitting a tender. His resignation was accepted by the board with Colonel Forester being asked to take over.
The Forester era edit
Forester was a reluctant Chairman – a task he wanted to share with John Parson; both being OWWR directors. At the 14th October 1857 meeting, it was agreed that it would be desirable for 'gentlemen of the district to join the board'. Colonel Forester therefore met with George Pritchard MP, Thomas Whitmore and others on 4th November but, with money market difficulties, they only offered to help where they could. Two options were therefore prepared which were presented to a special meeting of proprietors at the Company's offices on 29th December 1857 with John Parson chairing. The options, which formed the 1857 Severn Valley Railway Bill before Parliament, were to abandon the undertaking or to apply for an extension of time for building in whole or in part. Parson said that the Company had been unable to make their line owing to the capital not being fully subscribed. There had been difficulties in the money markets in 1852, 1853, 1854 and now 1857. The time for purchase of the land to do the works between Shrewsbury and Ironbridge expired in August 1858 and for building Ironbridge to Hartlebury in July 1859. This was an impossible timescale. However, the money markets were greatly improved and key parties wanted to go ahead. He confirmed that as a director of the OWWR, they were not willing to invest but would guarantee debentures which are due before the next half-yearly meeting, due in February 1858. The proposition by Parson, which was seconded by Jackson, was agreed with the share call to continue until that meeting.
At the board meeting on 20th February 1858, Forester agreed to become Chairman, John Slaney Pakington (a director of the OWWR) was elected a director to replace Norman Hilton Macdonald who had died at the end of December and John Alfred Chowne was elected to replace Richard Tull who had resigned. A tender from Brassey, Peto and Betts had been received for £363,000 for single line with stations which the directors were minded to accept and around 16 miles of land acquired (confirmed by Parson when he appeared before the House of Commons Select Committee on 9th July). The half-yearly meeting was held on 26th February 1858 at Parliament Street with Colonel Forester in the chair, to be followed by a special meeting to consider what to do with the Bill before Parliament. Secretary Reed read the report which said the subscribed capital was reduced to £480,000 and the power of borrowing to £160,000. The directors had ascertained the cost of land; legal and officers time would amount to £170,000. Together with the tender received for construction, this totalled around £530,000, i.e. £13,000 per mile. The tender assumed the contractors would be paid £240,000 in shares, leaving £130,000 to find from shareholders. The call of £2 18s per share which had been in abeyance would be wanted by 15th March. The balance sheet until the end of 1857 showed £68,124 received and expended including £35,374 deposited with the Court of Chancery. The recommendation to proceed with the tender was agreed and the special meeting agreed to withdraw the abandonment part of the Bill and go ahead with additional time part.
The board meeting on 10th March 1858 agreed to accept the tender of £2,150 from Fuller and Whitehall for negotiating the purchase of land – estimated to cost £86,000 plus £14,000 to Mr Whitmore and the meeting on 21st April 1858 authorised £16,000 to John Fowler for all past and future services to completion – which he accepted. The contract for the works was sealed on 26th May with only the completion of the Bill before Parliament holding up work commencing, although Brassey had delivered a lot of materials to Ironbridge and Bridgnorth by the end of June (with 500 men said to be on stand-by). The Royal Assent was received on 23rd July 1858 which extended the time for completion to 23rd July 1861. At the half-yearly meeting on 9th August 1858 at the new offices at 4 Victoria Street, with Deputy Chairman Parson in the chair, the directors report confirmed the acceptance of the tender, withdrawal of the abandonment option and the extension of time for completion by three years. The land acquired was sufficient for the contractors to start at Bewdley, Highley, Bridgnorth and Broseley. Parson was hoping the line could be opened in two years. He proposed that the number of directors be increased to 7 with one experienced in such matters being entrusted to look after the details of construction. He suggested the sum of £1,600 per annum for the directors during the construction phase being sub-divided as necessary. Fowler wished to record the desirability of accepting the offer of the contractors to make the line a double one. A third call from shares for £3 was sent out at the end of September by Reed and William Wagstaff was appointed a director. He had been put forward by Thomas Brassey.
The pattern of directors' board meetings was quite intense over the years 1859 to 1861 with the need to monitor progress on acquisition of land, works construction and, in particular, managing the expenditure against the response to share calls which were usually for £3 per share every four months (the last and sixth call was in May 1860). An Engineer's Report was presented to the half-yearly shareholders meetings; the first one was on 23rd February 1859 with John Parson in the chair. He was able to report an improved financial position with £6,000 of loans paid off and £10,000 spent on land with a balance at the bank of £8,000. They were seeking release of the Court of Chancery held funds. Notice was given to the contractors by the end of December requiring them to widen the earthworks and tunnels sufficient for double track at a cost of £26,000 but requiring them to postpone those works until the traffic need was clear. Bills for railways from Broseley to Wenlock and Bewdley to Tenbury were before Parliament and the directors were happy to yield all reasonable facilities. The outline agreement for working of the line by the OWWR was approved.
The summer half-yearly meeting was held at 4 Victoria Street on 29th August 1859 with John Parson again in the chair. Satisfactory progress was reported in land acquisition and construction but the directors had been obliged to forfeit 5,140 shares on which the deposit and calls were irrecoverable. The Company's Acts authorised the proprietors to issue these as 'preference' shares but they hope not to need to do this if remaining calls are met. They are also obliged to give the option of converting shares to half shares as opted by the Great Northern Railway – 'A' for deferred and 'B' for guaranteed. Shareholders had suggested that the time had arrived. The Company had now spent £160,000 and when they had spent £80,000 more, they could exercise their borrowing powers. Reed seconded the motion which was carried.
The winter half-yearly meeting in 1860 was held on 15th February at the Victoria Street offices with Colonel Forester in the chair. The directors hoped that the line could open in the summer of 1861. There were two bills before Parliament – the OWWR Bill which included leasing of the SVR, where closer working was envisaged and the Tenbury and Bewdley Railway Bill which the OWWR were willing to work. The directors would be considering subscribing. The option given to shareholders of division into two classes of share, A and B, had not generally been acted upon – only 1,238 shares so divided, but the time to take up the option was extended. The 'Wharncliffe' meeting was held on 30th March with Colonel Forester in the chair. It was to consider the Bills for the OWWR taking on the lease of the SVR for 999 years with an increased payment to the SVR of 55% of the receipts (previously 50%) together with the liberty of the OWWR to purchase the SVR shares at par within 10 years – the accounts to be kept separate. The shareholders agreed to support the Tenbury and Bewdley Railway Bill including the ability to contribute £7,000 towards the cost of the line.
Meanwhile, the OWWR had agreed to amalgamate with the Newport, Abergavenny and Hereford Railway and the still incomplete Hereford and Worcester Railway. This took place on 1st July 1860 becoming the West Midland Railway (WMR) although the management of the new Company was virtually that of the OWWR. The half-yearly meeting on 1st August 1860 was held at the Victoria Street offices with John Parson chairing. Secretary Reed read the Directors' report – satisfactory progress with construction and the Tenbury and Bewdley Railway and the OWWR proposal to lease the SVR had been sanctioned by Parliament in early July. The terms of the lease reported to proprietors on 30th March remained unaltered and the directors had hoped the draft of the lease would have been available for this meeting but insufficient time. An extra-ordinary meeting for this was adjourned until 31st October. The forfeiture of 375 shares for non-payment of calls was confirmed. The WMR (who inherited the OWWR's commitments) agreed the lease terms at a meeting on 1st November and the SVR Company the day before.
The directors and the solicitor were busy at this time preparing yet another Bill – this time jointly with the WMR Company. It was for the construction of a railway from the SVR at Buildwas to the Wellington and Severn Junction Railway at Lightmoor together with a link from Bewdley to Kidderminster. The former was included in powers for the Wellington and Severn Junction Railway but not built (costly section) while the latter had been originally proposed as an extension to the Tenbury and Bewdley Railway. This time the original John Fowler plans for crossing the River Severn and passing across the Coalbrookdale Works were slightly modified by Edward Wilson, the engineer to the WMR although the bridge over the Severn designed by Fowler remains to this day. The Bill included for the SVR to make and maintain the railways and the WMR to purchase or take on the lease which could be jointly with the Great Western Railway (GWR) or the London and North Western Railway (LNWR). It was submitted to Parliament at the end of November 1860.
The first meeting of the proprietors in 1861 was held at 4 Victoria Street on 6th February with John Parson in the chair. He said there was little to report – the terms of the lease agreed at the 31st October 1860 meeting, had been sealed by the SVR and WMR Companies. The WMR and SVR Bill for building the new line from Bewdley to Kidderminster (loop line) and the missing link at Ironbridge was before Parliament. The Ironbridge link was struck out at the Commons Committee in June favour of the one proposed by the Wenlock Railway Company, known as the Much Wenlock, Craven Arms and Coalbrookdale Railway Bill designed by Fowler. The 'Wharncliffe' meeting to consider the loop line was held on 26th June with John Parson again chairing. The Company's Chairman in moving approval, said the loop would cost £60,000 and facilitate traffic to South Staffordshire and vice-versa. The SVR were willing to take responsibility for construction but would await until arrangements with the WMR were agreed including a guarantee that they would take it over.
The Company Secretary advertised tenders for debentures for sums greater than £100 for 3,5 or 7 years on 31st July (the calls now completed meant that that source could no longer be 'tapped') saying the line would be opened soon. Royal Assent to the West Midlands and Severn Valley Railways Act 1861 was received on 1st August 1861. It was the Great Western Railway (keen on achieving the likely returns from the manufacturing district) who took over construction of the Albert Edward Bridge and the viaduct through Coalbrookdale. The Summer general meeting took place on 7th August at 4 Victoria Street. The directors report regretted that there was a further delay in opening the line due to earth slips, hoping October would be possible subject to the Board of Trade visit. They had considered the position of the company in consequence of recent arrangements between the WMR and GWR (an alternative route was now available between Worcester and Shrewsbury via Wolverhampton). They were happy to report that revised terms had been arranged with the directors of the WMR and concurrence of the GWR directors. This would give SVR shareholders after payment on interest on debentures and other obligations, a dividend on the ordinary stock for 2 years after opening 3% per annum, after 3 years 3.5%, from 4 to 6 years 4%. The special meeting planned was adjourned until the terms were agreed; also, that for creating preference shares to meet the requirements of land purchase and additional station accommodation.
The adjourned special meeting was held on 10th October 1861 with Colonel Forester in the chair. The secretary read the notice of the meeting to consider the proposed agreement with the WMR. Unfortunately, Parson explained that the agreement was not entirely settled so it would be necessary to postpone the meeting. It was not clear if an application would be needed to Parliament to sanction the arrangements. When settled, it was next planned to fix the rate at which preference shares should be issued to complete the capital and pay off liabilities. The contractor, Brassey, had agreed to take all the due amounts at the proposed rate of 4.5% preference stock. It was hoped the line would be open the following month. The second adjourned meeting was held on 12th December 1861 with Colonel Forester in the chair. Forester said that the directors had two resolutions to submit – firstly, that 4,947 forfeited shares, not sold or disposed of, be cancelled and new shares be created in lieu of these and, from time to time, be issued with right to a guaranteed preferential dividend at such rate or rates not exceeding 5% as determined by the directors, and, secondly, approval of the revised agreement with the WMR. The latter was deferred until 15th January 1862 as a new Bill was before Parliament to deal with the arrangement. Parson seconded and the motion was carried. Colonel William Yolland of the Board of Trade inspected the 'finished' line in December and his report dated 30th December 1861, made several recommendations to be carried out before he would sanction opening.
The half-yearly meeting was held on 25th February 1862 at the Victoria Street offices with Colonel Forrester in the chair. The directors report confirmed the line had opened to traffic on 1st February and was now in the hands of the WMR. The deed of agreement between the two companies had been settled and, subject to trifling modifications would be submitted for approval. Receipts for the last year amounted to £523,396 against expenditure of £521,098. The special meeting was adjourned but the altered agreement was considered with the terms approved and the directors were authorised to seal and execute the same. The 'Wharncliffe' meeting was held on 21st May with Colonel Forester in the chair. The purpose was to approve the Bill – 'authorise an alteration in the terms of the lease of the SVR to the WMR and for other purposes'. Wagstaff said the closer working between the WMR and GWR would result in amalgamation. This would demote the SVR to branch line status rather than a through route. The directors were therefore concerned at a lease that relied on a percentage of future receipts; so, discussions meant that the WMR income would now be fixed. As the representative of the shareholder with more than half the shares, he could recommend the new arrangement. The Bill was approved. By the WMR (Additional Works) Act 1862 the WMR were authorised to issue mortgage in respect of debenture debts of the SVR Company and it was deemed expedient that debenture stock should be allowed in lieu of raising money by mortgage.
The half-yearly meeting was held on 20th August 1862 with Parson in the chair. The directors reported that the Royal Assent was given on 29th July to the WM and SVR Act. Under the provisions, the WMR were to pay rent to the SVR shareholders of the line, half yearly in the same period as fixed payments of the line. As it opened on 1st February, rent was payable for 5 months only. In future, shareholders will receive their dividends at full rates – preference shares at 4.5% from 30th June last. At the end of December 1871 or earlier if the WMR require, the WMR Company are to purchase the SVR, paying shareholders the amount they have paid for their shares. The WMR Company in their recent accounts, debited themselves with a sum equal to the amount of several payments they have to make to the SVR shareholders for the past half-year and the directors assume that satisfactory arrangements will be made for future warrants. During the past six months, directors have been engaged in completing most land purchases but have yet to close the accounts with Peto, Brassey and Betts – hope to have done this by the next meeting. They expect to wind-down the directors' duties so do not propose to take their service remuneration. In moving the report, Parson said business was building up – receipts only £7 per mile in the first month, in June they were £16 per mile – insufficient to pay the working expenses but yet to open to the Shropshire mining district. At the end of the year, they expect to receive their capital in full. Chowne seconded and the motion was passed with the first dividends declared.
The first half-yearly meeting in 1863 was held on 25th February with Colonel Forrester in the chair. The directors were determined to petition against the amalgamation bill of the GWR and the WMR to obtain security for the performance arrangements already agreed with the WMR. The report was adopted and the 3% dividend declared with the directors authorised to sell or re-issue as preference shares the 671 which had been forfeited. At the board meeting on 1st July William Reed tendered his resignation on health grounds. On 14th July 1863 the case of Whitmore versus Severn Valley Railway Company was heard in Vice-Chancellor Wood's Court. The bill was filed by Thomas Charles Whitmore of the Apley estate who argued that the agreement dated 1st June 1855, where the SVR agreed to pay £14,000 compensation for all damage to his estate and to purchase the land at £150 per acre, remained valid. As the line had been altered in the 1856 Act, the SVR argued that the 1855 agreement no longer applied. Years of negotiations had taken place without a settlement (one of many land cases). After hearing the arguments put forward by the QCs for both sides, VC Sir William Page Wood found in favour of Whitmore, but the award was to drag on for more years. From 1st August 1863 the WMR had been absorbed within the Great Western Railway who were now responsible for running the line and paying the lease costs to the SVR Company. The line was now known as the Severn Valley Branch of the GWR.
The ordinary general meeting was held on 26th August 1863 at 4 Victoria Street with Charles Reed (!) in the chair. The secretary said that a protective clause had been added into the GWR and WMR Amalgamation Act, within the provisions of the lease of the SVR, to protect traffic and secure the payments of dividends. The dividend on preference shares of 4.5% and ordinary shares of 3% was declared for the half year ending 30th June. The balance sheet showed receipts totalling £618,267 and expenditure of £616,484. The Company was publishing a notice on 12th November of an application to Parliament for leave to bring in another Bill to (a) authorise the SVR to create and issue new shares either as preference or ordinary shares or that the GWR on behalf of the SVR raises further sums by mortgage or bond or the issue of debenture stock in lieu of borrowing; (b) authorise the SVR to widen and improve the approach road to Arley station; (c) authorise the SVR to make and maintain a level crossing on a road near Hartlebury station; together with land acquisition powers required.
The half-yearly meeting was held on 26th February 1864 at the Victoria Street offices with General Forester in the chair. The dividend for the half year ending 31st December 1863 was agreed at 4.5% for preference shares and 3.5% for ordinary shares. £250 was awarded to the now 5 directors for services during the year. The 'Wharncliffe' meeting was held on 18th May 1864 with General Forester in the chair. The solicitor read the heads of the Bill before Parliament, which was to enable the Company to raise further capital, to discharge certain debts, improve the approaches to Arley and Hartlebury stations and execute other works within four years. The additional capital amounted to £120,000 in shares and £40,000 in loans. It sanctioned agreements with the GWR for a guarantee of interest on the proposed capital or as needed. The interests of ordinary and guaranteed shareholders under the lease of the line to the GWR were protected by clauses in the Bill. The Chairman pointed out that in 1871 ordinary shareholders would have the option of requiring the GWR to take on Severn Valley shares at par and the latter would then be entitled to 4.5% per annum. The Bill was approved.
The Tenbury and Bewdley Railway opened to traffic on 13th August 1864 prior the next half-yearly meeting on 31st August 1864 with General Forester in the chair. The dividend declared for the half year was in accordance with the agreement with the WMR as in February. The Chairman said it was necessary to postpone the special meeting which was planned to follow on to consider arrangements with the GWR for raising additional capital authorised by the WM and SVR Companies Act 1861 and SVR Act 1864 and for varying the lease terms. A date of 9th November was suggested. That was a busy month as the Buildwas to Coalbrookdale link opened on 1st and on the 11th November an important meeting between SVR and GWR directors took place. Parson and Wagstaff attended for the SVR and General Manager Potter and Saunders for the GWR. Thomas Brassey was also in attendance. The outcomes were: 1. GWR to have the surplus lands and pay for sidings at Jackfield; 2. The £10,000 owed to Whitmore was to be re-paid as £400 per annum; 3. The subscription to the Tenbury and Bewdley line (£13,500 from WMR and SVR) was to be paid for; 4. The cost of the Loop Line was to be settled with Mr Brassey (agreed between Edward Wilson and William Field as £59,302) and paid by debentures and stock; 5. Two GWR directors were to be appointed to the SVR board; 6. the outstanding land to be purchased by the GWR agents. This arrangement prevented the need for the delayed special meeting of shareholders.
The first meeting of the shareholders in 1865 was held on 28th February with General Forester in the chair. There was no report as the only business was to declare the dividend of 4.5% for preference and 3.5% for ordinary shares with the Chairman reminding those present that the ordinary rate would rise to 4% next time. This was held on 30th August 1865 with Pakington in the chair. A special meeting was held at 4 Victoria Street on 1st December 1865 with Parson in the chair. He said this was practically the final meeting of the Company as that, at last, they had come to terms with the GWR through the efforts of Mr Wagstaff. The capital of the SVR was sufficient for all their engagement minus £7-8,000 assuming they issued the un-issued preference shares created in 1862 and 1864 at a price representing 90% of their stock. The rate of interest secured on the stock was 4.5% which would not enable so small a company to issue their stock at par – hence the cause of their difficulties. It was temporary loans from time to time and differing rates of interest they had been paying, that had contributed to the deficit. If the ordinary shareholders would pass the resolution and be prepared to sacrifice their dividend the next half year, the balance sheet would be cleared. The directors were authorised to dispose of the unissued preference capital of £36,740 at such prices and terms to be determined. If necessary, a further portion could be issued, not exceeding £25,000, which was authorised by the 1864 Act. The resolution was approved unanimously.
The Parson era edit
The ordinary general meeting held on 31st August 1866 took place at the Victoria Street offices with John Parson in the chair. In accordance with the resolutions of the special general meeting of 1st December 1865 and the general meeting of 27th February 1866, they had reduced the liabilities of the Company from £32,390 to £7,170 and had reason to believe they had sufficient assets to discharge the remaining liabilities. Part of these assets are represented by the value of 86 ordinary shares, the calls on which cannot be recovered, so they would have to be forfeited. The directors will need to call a special meeting to give full notice and to authorise the sale of the shares. An extension of time for the construction of the Bewdley Spur had been obtained by the GWR and the directors had not yet been requested to take any further steps with reference to construction. The directors regretted to announce the resignation of General Forester and JS Pakington but in view of the GWR expecting to exercise the powers to appoint two directors they were not asking to fill the vacancies at present. Dividends of 4% on ordinary shares and 4.5% on preference shares were agreed. As the number of directors were now down to three, Pakington did agree to continue until the two GWR nominees took up their positions with John Parson the new Chairman.
The first half-yearly meeting of 1867 was held on 28th February at Victoria Street with Parson in the chair. The directors had further reduced the liabilities in the last six months by paying off the temporary loan of £3,500 to the Company's bankers and £1,008 on the land account. The whole of the bank loans was now paid off and all of the preference shares permanently placed and fully paid up. There were some unsettled land claims and also some general expenses but the assets, when realised, should be sufficient to meet the liabilities. There was a need to confirm forfeiture of the ordinary shares referred to in the report to the August 1866 meeting and to authorise the directors to sell on terms they saw fit. Warrants for the dividend of 4.5% preference shares and 4% on ordinary shares would be paid as soon as they received the rent from the GWR. The August meeting took place at 4 Victoria Street on the 29th with Parson in the chair. He said that during the past half-year a further portion of the assets of the Company had been realised and appropriated to reduce liabilities. Since 30th June forfeited shares authorised at the last meeting had been disposed of and the directors hope that the proceeds and other assets will be sufficient to meet the few outstanding liabilities enabling the capital account to be closed by the end of the year. From 31st January 1868 the office will be moved to the GWR Company in exercise of the option given by the WM and SVR Act of 1862. Warrants for the half year dividend ending 30th June were declared as 4.5% for preference shares and 4% for ordinary shares and would be paid on receipt of the moneys from the GWR. He apologised for late payment of the December 1866 dividends due to the postponement of the rent. In November a delegation of GWR directors visited the line and others nearby, including the Chairman, Sir Daniel Gooch. They were accompanied by Mr Grierson, the General Manager, and Mr Tyrrell, the Superintendent of the Line. They made inquiries as to the traffic and staff employed with a view to reducing expenses and developing traffic. On 18th December Pakington finally resigned with John Meesom Parsons elected a director.
The ordinary general meeting was held on 26th February 1868 at the Victoria Street office with Wagstaff in the chair. He confirmed that warrants for the dividend for the last half year would be issue after receipt of the requisite monies from the GWR – 4.5% for preference shares and 4% for ordinary. After January 1868 the ordinary shares would rise to 4.5% until the end of 1871 (or earlier if GWR were to pay off the shares at par). The board meetings only covered share dealings, accounts and the remaining land purchases. The first one at the GWR's Paddington offices took place on 20th May 1868. With the dividends fixed, shareholder meetings were poorly attended and only Chowne of the directors turned up at the half-yearly meeting on 31st August 1868 at Paddington. The directors' report was, however, somewhat different. The accounts prior to this had simply showed an overall balance sheet although split into shares sold, loans etc on the income side and expenditure on land, salaries etc on the expenditure side. Following the Railway Companies Act of 1867 and the Regulation of Railways Act of 1868, over 15 separate account statements were required which were to be available to shareholders well before the half-yearly meeting. The yearly rent from the GWR amounted to £22,865 which was fully passed on in the form of dividends. Chowne took the chair and confirmed the dividend which he hoped they could issue on 24th September. The two GWR director nominees were William Charles King and Charles Alexander Wood (Deputy Chairman of the GWR). Nominated in 1868, King attended a board meeting first and then Wood in 1869. They brought the numbers back up to 6.
The regular half-yearly meeting reports continued from 1869 to 1871 although the accounts barely changed (mainly small land purchases) and the dividends remained the same. Directors' meetings were taken up with trying to resolve the outstanding land cases e.g. the 25th February 1869 meeting considered a claim of damage during construction of Bridgnorth tunnel. While it was considered dubious, it was agreed to pay the £20 claim. A claim by Mr Harries of Cruckton was brought before an assessor at the end of July for damages to houses in Jackfield below the SVR embankment. The SVR had already paid compensation but Harries was awarded a further 800 guineas. Meanwhile Francis Lewis Bodenham was made a director in June 1869 but only lasted until January 1870. JM Parsons passed away at the end of March 1870 and JA Chowne in February 1871; Thomas Brassey MP was appointed to replace Parsons in February 1871.
In accordance with the Regulations of Railways Act 1868, an 'Address Book of SVR Shareholders' was published for 1st December 1870. This reveals a total of 229 shareholders of which 122 were relatively local (with 35 from Bridgnorth area, 27 from Bewdley area and 21 from Ironbridge area). Of the 24 shareholders with over £1,000 invested, only 2 were local – General Forester MP and John Pritchard MP. The accounts reveal a split of shares with 360,340 ordinary, 119,660 first preference and 28,100 second preference shares. The report to the 28th February 1871 half-yearly meeting reminded proprietors of the likely purchase of the Company by the GWR not later than the end of the year with the price equivalent to the aggregate nominal value of the ordinary share capital, with the GWR assuming the debenture debt, preferential shares and other fixed liabilities. Reference was made to the GWR's bill before Parliament which provided for alternative stock payments to preferential shareholders and alternative arrangements for ordinary shareholders. At the end of the meeting a special meeting was due to be held to consider the SVR Company's response, however the record has not been found. In any case, the report to the August 1871 meeting on 30th said such provisions had been withdrawn from the Bill by mutual consent. A directors meeting was held with GWR on that day to discuss the purchase. The GWR agreed to purchase under Section 19 of the GWR Act 1870 (assumed £324,000 of stock). However there appeared to be certain irregularities in the land purchase which were being inquired into. Wagstaff and Brassey agreed to issue an indemnity with regard to the assessed liabilities of £1,700 (perhaps it included the Harries monies) being paid by 30th December - looking to fund through deducting £1 2s 6d/% per annum from the last half-yearly dividend.
The Shareholders meeting of 30th August 1871 saw CA Wood in the chair but with no quorum present, he simply declared a dividend of 4%. The GWR submitted clauses within a November 1871 submission to Parliament to provide for vesting the SVR Company in the GWR, dissolution of the Company and exercise the powers of that Company including land purchase and an extension of time for construction of the 'Kidderminster Curve'. The directors report to the GWR half-yearly meeting on 29th February 1872 confirmed that a sum of £358,565 1s 10d had been paid in the last half year to purchase the SVR. Under an arrangement entered into with the WMR Company in 1862, a dividend of 4.5% per annum has been paid upon SVR ordinary stock until 31st December 1871. Preference dividends and other fixed charges of the SVR Company are as from 1st January 1872 to be assumed by the GWR under provisions of the 1862 Act - the full amount of these charges had already been subsumed in the revenue account. The next half-yearly meeting on 29th August 1872 contained a resolution (which was passed) to create and issue consolidated preference stock in exchange for and in lieu of an equivalent amount of SVR preference shares. That might have appeared to terminate the SVR Company, except a letter from Wagstaff, dated 5th June 1873, contained within the SVR board papers, says 'Company matters are still not completed'. He had been forced to issue a notice with G Cottam (who was still Acting Secretary), dated 21st May 1873, to Preference Shareholders calling them to a Special Meeting. This was held on 9th June 1873 when it was agreed to exchange £20 SVR shares for £18 GWR Consolidated Preference Stock, backdated to 1st February 1873 with guaranteed £5 dividends for the next few years. That terminated 20 years of Company and Shareholders meetings in the first era.
See also edit
- Brief Biographies of Severn Valley Railway Directors (1852 to 1872)
- The Severn Valley Railway Company (19th Century) (overview)
- The Severn Valley Railway under GWR/BR ownership
References edit
Article prepared by Chris Haynes, mainly using sources:
- Company records in the National Archives (RAIL 606)
- Ancestry UK
- The British Newspaper Archive.