Authors: Clare Francis
George, aided by Julia, was setting up shop outside the door, with piles of Hartford brochures and information sheets for any shareholders who for some reason had not received them through the post. There were also copies of the resolution that I had drafted and formally tabled for the meeting, requiring the Cumberland board to explain why they had not accepted the highest bid.
George looked harassed and downcast, and I guessed that our final tally of proxies hadn’t exceeded the discouraging eighteen per cent we had logged last night.
‘Press coverage.’ George passed me a folder of cuttings.
Most of it was small stuff, paragraphs tucked away on business pages, but one of the tabloids had run a longer piece just that morning, an emotional David and Goliath story in which Cumberland was portrayed as a heartless monolith, needlessly and cruelly consigning a skilled workforce to the scrapheap.
George commented gruffly, ‘Every little helps – so they say.’
But we both knew that publicity wouldn’t be enough to win us our resolution, let alone the vote of confidence. Nor would the support of the private shareholders who were beginning to trickle in through the doors. The real control lay in the hands of the institutional shareholders, the pension funds and unit trusts whose vast blocks of equity gave them dominant voting power. Knowing George and Alan had spent the whole of the previous day phoning around some of the institutions, I asked, ‘Any luck yesterday?’
‘A lot said they’d given their proxies to Cumberland.’ He shrugged.
‘But some might still be uncommitted?’
George gave me a look that said: If only.
Julia handed me an envelope and began to tell us about a pension fund manager she had been in touch with, but recognising the handwriting on the letter I moved to one side and opened it.
Dearest Hugh, I’ve got all my fingers and toes crossed for you!
Mary had written.
But look – if it’s simply a question of more money, please count me in! Probably too late for all that, but if you do need any more, then I’d really like to help. Went to my trustees – yes, I’ve still got trustees – and found I have bags more to spare than I thought. Up to half a million. I really mean it, Hugh. If it’ll make any difference to winning, it would be the proudest moment of my life.
Really!
With tons and tons of love, Mary
.
My first reaction was profound gratitude; my next sharp suspicion, made all the more mortifying by the affection that had come before. Where had Mary suddenly found such an enormous sum of money? Why had she left the offer so late? In fact what had prompted her to offer it at all? Giving my darkest thoughts full rein, it seemed to me that this could only have come from David, that only David could possibly have this sort of money lying around. Following on from this came a further rush of unwelcome thoughts: that David was trying to buy me off in some way, and that, being him, he was confident of succeeding; alternatively, that in his proud inarticulate way he was simply trying to help and did not like to do it in person. I wasn’t sure which idea made me most uncomfortable. Either way, it was shabby to use Mary.
And then again, perhaps the demons in this were all of my own making. Perhaps this offer was exactly what it seemed. Perhaps Mary in her generosity was simply trying to help and had told David nothing. Perhaps I was simply becoming paranoid, like Ginny. Two frightened people, reacting badly. It was an oddly heartening thought.
Thrusting the note into my pocket, I headed back towards the doors to be intercepted by Julia, brandishing her mobile phone. She hissed under her breath, ‘
Howard
.’
I moved out of earshot.
‘Hugh?’ came the smooth tones. ‘Listen, can you spare a few minutes?’
‘Is this business or social, Howard?’
‘Something we might want to discuss. Something that might be helpful to both of us.’
‘You’re sure about that?’
‘Would I bother you otherwise? I’m upstairs. Suite 223.’
‘I’ll need to bring George with me.’
‘Fine.’ Ever the orchestrator, he was already sounding pleased with himself.
George pulled an astonished face when I told him. ‘What,
now
? We’ve only got twenty minutes.’
‘That’s probably the whole point.’
As we headed for the stairs, George said, ‘But what can he want?’
‘It’ll be an offer of some sort, I imagine.’
‘God,’ he chuckled nervously. ‘A
deal?
’
‘A softener, more like. A consolation prize, Howard-style. Which means,’ I said caustically, ‘that there won’t be much in it for us.’
Howard was waiting at the door of the suite. ‘Welcome,’ he smiled, at his most gracious. He appeared to harbour no animosity towards me over my telephone tirade, but then Howard had always regarded people who got angry with him as having a personality defect.
He waved us to a seat. ‘Coffee? No? Are you sure?’
As he went and poured himself a cup at a pace that was deliberately unhurried I could see George beginning to fret over the time, but I knew that Howard would have calculated it down to the last minute and there was no point in rushing him.
Sinking elegantly into a chair, Howard smiled, ‘Well, I must say, you’ve mounted a most impressive campaign. Very thorough. The shareholders, the press and so on. Excellent stuff.’
George, taking this at face value, said, ‘Thanks.’
‘Pity it had no hope of success. From your point of view, I mean. But, well – it was hardly to be expected, was it?’
‘You’ve got your fifty per cent, have you?’ I asked: the proxies he needed to carry the day.
‘Of course,’ Howard smiled as though it had always been a foregone conclusion.
I wanted to say: Then why are we here? But I knew better than to ask such an obvious question.
‘However . . .’ Howard sipped at his coffee and gave us a beneficent gaze. ‘The situation has changed somewhat. New considerations have come to light. And, without wanting to go into detail – without being
free
to – suffice it to say that events have shifted to the extent that the board might be prepared to review your bid in a more favourable light.’
Startled, I tried to imagine what could possibly have changed. Donington’s share value? As far as I knew it hadn’t dropped significantly. Or maybe Cumberland’s lawyers had uncovered something they didn’t like, some fancy footwork in the small print of Donington’s offer.
I could see George sparking with excitement but, deliberately failing to catch his eye, I asked Howard, ‘What are the terms?’
‘Terms?’ Howard echoed with the air of cool surprise he assumed when someone spoiled his timing. ‘Oh . . . as before,’ he stated as though this should have been obvious. ‘As before. With an adjustment for the differential between the two bids, of course. To make good our shortfall. You know how it is,’ he beamed. ‘Duty to the shareholders.’
I had known there would be a catch. ‘But our bid was as good as Donington’s,’ I pointed out. ‘If not better.’
‘Ah, but you have to allow for the appreciation of the Donington shares. A steady-growth company. We were banking on an annual stock appreciation of at least seven per cent.’
This was rubbish. No one could bank on steady growth at the moment, particularly in china and glass, which had always been a volatile performer in times of economic uncertainty. It was a load of nonsense, but then Howard knew this as well as I did.
‘This
notional
differential,’ I said. ‘What did you have in mind,
allowing
for the fact that our offer is already pitched at, and maybe even beyond, the maximum value of the company?
Allowing
for the fact that we couldn’t justify going to our backers and asking them to invest a penny more?
Allowing
for the fact that we have precisely ten minutes to sort this out?
Allowing
for the fact that brinkmanship goes both ways?’
Howard grinned quietly. He liked nothing better than a good fight. ‘Well, we’re prepared to compromise, to forego some of this
notional
gain, as you put it. We’re prepared to settle for half a million.’
I felt a pull in my stomach, a chill of disbelief. I told myself that it was a coincidence. I told myself that stranger things had happened. I tried to keep calm, to conceal the resentment and suspicion that had rushed into my face.
‘Can’t be done,’ I said.
‘Oh?’ Howard affected surprise. ‘We’d give you two weeks to arrange the funding.’
‘Not at that price.’
Howard looked pained. ‘Couldn’t square any less with the board. Or indeed the shareholders. The figure’s been agreed, you see, as the most generous we could possibly offer. It’s not open to negotiation.’
‘There’s no more money.’ And the violence in my tone made them stare at me.
George ventured at last, ‘Perhaps we could have a few minutes?’
‘Surely.’ Howard finished his coffee and pulled himself lazily to his feet. ‘I’ll be next door.’ Scooping up his mobile, he disappeared through a connecting door.
‘It’s extortion,’ I protested before George could say a word. ‘Blackmail. And we’re not going to pay a single penny.’
George began to make hasty calculations on his notepad. ‘But all this publicity might make it easier to raise the money—’
‘It’s not the money, George, it’s the principle!’
George threw me a baffled look, then another, as if he really couldn’t work out what I was talking about. ‘Maybe they’ll come down a bit.’
‘But we’d still be paying over the odds, damn it!’
‘Yes, but not much. And this is going to be the end of it, isn’t it? They won’t be able to go back on their word a second time, will they? We’ll be home and dry.’
He was right, but I wasn’t in any mood to hear the truth, and while he continued to play with numbers I paced up and down the room, nursing a sense of betrayal and impotence, made all the worse for knowing that my feelings were irrelevant.
‘The additional interest wouldn’t kill us,’ George announced. ‘But look, we should grab Alan and get him to go through this—’
‘No time. That’s the whole point, for heaven’s sake. We have no time.’ I stopped by the window and stared out into the featureless London street, and in that moment the last of my resentment trickled away like so much useless energy, and I gave in to the inevitable. Yet if I had been outmanoeuvred somewhere along the line, if I had been set up, I told myself that I had not yet been bought, and if anyone thought otherwise they would quickly discover the difference.
‘We’ve got the money,’ I admitted.
‘
What?
’
‘We have the promise of the money. A private investor.’
‘
Good God!
You mean— Then—’
As if on cue a soft knock announced Howard’s return. ‘Don’t mean to hurry you,’ he said in his most honeyed tones.
‘Just supposing we were able to reach an agreement now,’ I said immediately, ‘what would happen downstairs?’
‘Ah . . . The board would announce that we were reconsidering your bid in every expectation of reaching a favourable outcome.’
‘And Donington?’
‘By implication, that bid would have run into difficulties, wouldn’t it?’
‘And our resolution?’
‘You’d want to withdraw it, I imagine.’
I turned on my heel and headed for the door. I waited at the top of the stairs for Howard to catch up. ‘Half a million is a ludicrous sum,’ I said as we started down.
He gave a small laugh. ‘That was our valuation, Hugh.’
‘Don’t give me that crap, Howard. It’s just a face-saver, isn’t it? A way for your board to go back to the shareholders and say they’re getting them a better deal. Anything less than half a million would make you look stupid, wouldn’t it? Isn’t that more like it? So what’s happened to Donington, Howard? Have they pulled out altogether? Have they discovered they can’t do business with you?’
‘Nothing like that,’ he asserted confidently. ‘They still have their hat very much in the ring.’ Howard was such an excellent liar that it was impossible to tell if this statement bore any relation to the truth.
We halted short of the conference room, and still I was bothered by the fact that I didn’t understand what the hell was really going on.
Howard lifted both palms questioningly. ‘Are we agreed?’
‘No going back,’ I warned.
‘
Hardly
,’ he exclaimed with a look of injury.
I held out my hand. ‘You take my hand at your peril, you shit.’
Grasping it, he smiled with something like affection. ‘I knew we could do business, Hugh.’
Watching him walk away, I had the sensation of having travelled a long way only to return to the same point. Howard’s deviousness did at least have a comforting familiarity.
Julia caught me on the way into the meeting. ‘Two unit trust managers have turned up!’ she whispered excitedly. ‘One I’ve been talking to all week. He introduced himself just now and pointed out another one. If two have actually bothered to turn up, they can’t have given their proxies! And there might be more. Maybe some pension fund managers. I contacted all the unions, you know, every single one. There might be a whole
slab
of votes going begging.’
Maybe that was it. Maybe Howard had lied to me. Maybe the Cumberland board hadn’t got the vote in the bag. Maybe we could have won the day on the no-confidence vote and saved ourselves half a million pounds.
‘Maybe a lot of things,’ I murmured to Julia.
Going into the meeting, I touched the note in my pocket and Ginny’s words floated reproachfully into my mind.
Mary isn’t Howard’s sister for nothing
.
Grainger’s chambers were situated in a dark building overlooking a secretive courtyard of the Inner Temple, just beyond the soot-stained buttresses of the church. The recessed doorway with its ladder of names reminded me of my old staircase at Trinity, but once inside all resemblance to college was dispelled by the lavish carpets and speckling of spotlights, the rag-rolled walls and confident glow of the reproduction furniture.
Grainger’s room had extravagantly draped curtains over matching roman blinds, large Impressionist prints, a scattering of bulbous table lamps with pale silk shades, and a large gas log fire. The effect was of a drawing room seconded for office use, and only the wall of legal tomes behind us and the oversize desk ahead of us with its stacks of papers and box-files gave the lie to the mood of elegant inactivity.