by Alan Bristow
In the face of such forthright advice it was impossible to continue. I agreed to allow the bid to lapse, and the others fell into line. Kleinworts arranged to make the appropriate minutes and to instruct the brokers to do no further buying, and the offer was withdrawn. Next morning, all hell broke loose. Westland shares went through the floor, the banks called in their loans once they discovered the undeclared £41 million loan, the Board was cleared out and Sir John Cuckney was appointed chairman.
Cuckney was a nice enough chap; he’d been MI5 during the war, he was chairman of Cook’s Travel and he was nobody’s mug. There has never been as curious a relationship between a private ‘company doctor’ and a Prime Minister as that which existed between Sir John Cuckney and Margaret Thatcher. When civil servants transmitted information to Downing Street it was passed simultaneously to Sir John, long before it reached the Ministry of Defence or the Department of Trade and Industry. Cuckney actually sat in on Cabinet committee meetings. One of Cuckney’s first actions was to sack Westland’s merchant bankers, Schroeder Wagg, and replace them with Lazards, whose chairman was Sir John Nott, Margaret Thatcher’s former Defence Secretary. Unlike Michael Heseltine, Nott was a personal friend of the Prime Minister. Nott spent much of his time in late 1985 at Westland’s London offices. Cuckney also hired Sir Gordon Reece, who ran the publicity machine for Conservative Central Office and who was a personal adviser and friend of Mrs Thatcher. Within days of Cuckney’s appointment, Bill Paul of United Technologies arrived in London with a Sikorsky team to do a deal.
As General Haig later made clear to me, Sikorsky’s interest in Westland was to sell its Black Hawk helicopter in parts of the world where Americans were unwelcome. While the EH101 rotor head technology was a valuable asset to them, Black Hawk sales were the primary motivation for Haig’s request, made in a phone call to Downing Street in the autumn of 1985, that Thatcher sell Sikorsky forty-nine per cent of Westland. American companies were watching with awe and envy in 1985 as Britain stitched up an arms export deal with the Saudis called Al Yamamah, a deal that is still in place today and which could be worth up to £85 billion to Britain in the long term. Sikorsky’s intention was to muscle in on Al Yamamah by passing the Black Hawk off as a Westland product. In order to make the Black Hawk ‘British’ on the world market, it would be necessary for British forces to be equipped with it, and according to General Haig it was implicitly agreed by Downing Street that Britain would buy the Black Hawk if it were manufactured by Westland. This ran counter to everything the Ministry of Defence and the armed forces had said to me; they had evaluated the Black Hawk and didn’t want it. One of the reasons Haig disliked Mrs Thatcher was because he felt she had double-crossed him on this part of the deal.
Michael Heseltine, who knew nothing of Haig’s phone call to Mrs Thatcher, was instructed by Cabinet against her urging to continue visiting government representatives and helicopter manufacturers in Europe to put together an alternative bid for Westland, one that eventually involved Aerospatiale of France, the German company Messerschmitt-Bölkow-Blohm, Agusta of Italy, and on the British side, GEC and British Aerospace. Heseltine’s European consortium was a serious alternative to Sikorsky, and there were rumblings of discontent in Parliament, among shareholders and in the media about why Sir John Cuckney effectively refused to engage with them. It must have become clear to Cuckney and Nott that some show must be made of entertaining the European option, even while work continued to package up Westland for General Haig. In her memoirs, Mrs Thatcher claimed that efforts were made by Sir John Cuckney to find a European buyer, but they came to nothing. In fact Cuckney did meet with a number of executives representing the European faction, but his accounts of these meetings invariably conflicted with those of others present. Raffaello Teti, president of Agusta, told me Cuckney had refused to give him even the most basic financial information about Westland. MBB and Aerospatiale sent executives to London, but Cuckney dismissed them almost out of hand. BAe’s chairman Austin Pearce and Lord Weinstock of GEC met separately with Cuckney, and again, their versions of what was said differ sharply from his. While they say they made solid financial proposals, Cuckney denied it. It was quite clear to me that Cuckney was just going through the motions. He was fixated on Sikorsky, and was following his orders from Downing Street to the letter.
Aerospatiale were particularly keen to buy into Westland. Their chairman Henri Martre visited me at home, and he was most anxious to know which way I was going to vote my shares. It was a difficult conversation because legally, I could answer certain questions and not others. The meeting took place in my sun lounge, me with Don Williams of my lawyers Linklaters at my side, Henri with his entourage. It was very much a lawyer-to-lawyer discussion. Had I succeeded with my bid, Aerospatiale were keen to partner with me, and they would have been a good partner. They were a progressive company who had started building the AS350 helicopter with automated jigs and a workable production line – they were years ahead of Westland and even the Americans in their thinking. The sun lounge meeting came at a critical time, and had I sold my shares to Aerospatiale there and then, I think the outcome of the Westland Affair might have been different. But I still had a strong desire to run Westland myself, and not on behalf of anyone else, European or American.
As time went on and the European solution refused to die despite the efforts of the Westland Board and its advisers, the Prime Minister became more and more exasperated. The Trade and Industry Secretary Leon Brittan – Tebbit had been moved to the Party Chairmanship – had started out backing the European option but was soon whipped into line behind Sikorsky by Mrs Thatcher. Nonetheless, the European group kept gaining ground until in a bizarre twist, Sikorsky teamed up with the Italian car-maker Fiat to mount what was described as a joint bid for Westland ‘with a European flavour’. Fiat’s chairman Giovanni Agnelli was a director of Sikorsky’s parent UTC. I thought it was a fairly transparent fig leaf for Sikorsky and said so to Sir John Cuckney, with whom I remained on good terms right up to the point where I managed to get the original Sikorsky bid thrown out.
‘What on earth is this Fiat nonsense all about, John?’ I asked.
‘Well, they want forty-nine per cent of Westland, split between them and Sikorsky,’ he said.
‘What’s in it for Fiat?’
‘Westland’s going to be making doors for their trucks,’ said Sir John.
I laughed out loud. ‘What the hell are you telling me? Westland’s never made a truck door in their lives and they’re not going to start now.’
He was unabashed. ‘Well, that’s what we’re going to do.’
Towards the end of 1985 Westland’s results came out, and they’d lost £100 million. The Sikorsky team insisted that the £41 million ‘launch aid’ for the WG30 be written off, and Leon Brittan finally agreed to do so. Under pressure from Mrs Thatcher, and in return for £65 million in aid money, India took twenty-one of the twenty-five WG30s they’d signed up for. The deal was done by Don Berrington, a friend of mine at Westland who gave me a copy of a letter in which the British government agreed to give India an extra £10 million so they could afford spare parts. It must be one of the most expensive face-saving exercises the taxpayer has ever had to fund. The Indians grounded the aircraft soon afterwards, and today, twenty-five years on, they’re still languishing in hangars in Bombay and Delhi, and India is still looking for a buyer. But the ‘sale’ produced a small wave of optimism that the WG30 had a future, and Mrs Thatcher went full ahead to close the Sikorsky deal. She demanded that all Cabinet ministers sign up to a version of events that in effect painted the Europeans as unreliable and their offer as an insubstantial spoiler. For Michael Heseltine, this meant publicly abrogating tomorrow everything he had said today – an impossible position to be in. On 9 January 1986, he resigned.
Leon Brittan’s agreement to set aside the £41 million launch aid made Westland as attractive as it had seemed when I launched my takeover bid, and I was once again buying shares at around 1
09p. I had received an unexpected approach for my shares through Hoare Govett from an unidentified third party whom I later discovered to be Lord Hanson, one of Mrs Thatcher’s inner circle of unofficial advisors. He was offering me a substantial profit. Hanson’s interest seems solely to have been to shore up Sikorsky’s position in support of Mrs Thatcher’s intentions. Again, I refused to sell, but Hanson was able to buy elsewhere, using numbered accounts in Switzerland, Australia and Panama.
Sikorsky’s bid was worth about £72 million, the European consortium’s was £73 million. Sikorsky threw in £2 million more when the Europeans showed their hand. The issue was to be decided at Westland’s Annual General Meeting, scheduled for the Connaught Rooms in London on 14 January 1986. Westland’s Articles of Association stipulated that the Board needed seventy-five per cent of the shareholders’ vote to carry the day, and they were far from certain of getting it. In order to give Hanson and other enlisted buyers a chance to amass more shares, Sir John Cuckney made an excuse to postpone the AGM. The Connaught Rooms, he said, were too small to accommodate the mass of shareholders expected to attend. The AGM would instead be held at the Albert Hall the following week. Cuckney also denied all knowledge of the ‘mystery’ share buyer, despite the fact that Hanson’s intervention had been arranged by Westland’s own stockbroker, Rowe & Pitman.
On the day the AGM was due to have been held I was invited to lunch by a man I hardly knew called Hubert Faure, who was chairman of Otis Elevators. Otis was part of United Technologies, owners of Sikorsky, and Faure wanted to talk about buying my shares. I don’t know why he was put on to me – I suppose it was to keep the Sikorsky people at arm’s length – but he was prepared to make a profitable offer.
‘I’m sure we can do a deal,’ he said. ‘We’d like to have you on the Board of Westland, and we’ll pay you well for your shares.’
‘Surely I should be talking to somebody from Sikorsky,’ I said.
‘Well, you’re talking to a man who’s on the Board that controls Sikorsky,’ Faure replied.
Again I said, as I had to the Aerospatiale delegation, that I could not give him an answer at that time. Under Stock Exchange rules, Sikorsky was at that stage prohibited from buying shares in Westland. Otis Elevators was hardly a disinterested party where Sikorsky was concerned. But Faure asked me to a follow-up meeting with Bill Paul of Sikorsky at Claridge’s a couple of days later, saying he wanted to discuss the future of the Black Hawk.
The meeting took place in room 517, and the first two men I saw when I walked in were Sir John Cuckney and Gordon White, Lord Hanson’s business partner. It was clear that I’d been set up. With little preamble Cuckney offered me 135p for my shares, a guaranteed seat on the Westland Board and the opportunity to buy back my shares at a preferential rate after the Sikorsky deal had been completed. One didn’t have to be a legal expert to know that his offer was far beyond any grey area in the law, and I told him his approach was immoral and illegal. Gordon White later called me a drunkard and a liar, an allegation that appeared on the front page of a newspaper, so I sued him. He settled out of court, giving me the right to hangar my private aircraft free, for life, at Hanson’s airfield at Blackbushe in Surrey, with all maintenance costs paid by them.
From Claridge’s I went back to my office and called Norman Tebbit. I gave him a run-down of the barrage of offers I’d had for my shares and asked what advice he had to offer. Tebbit was by then Tory Party Chairman, and as such I thought he may have heard something – after all, it was ‘friends of the Party’ who were buying up shares. Tebbit dodged the issue, saying I must do what I thought was right – just what Mrs Thatcher had said when she first raised the possibility of my buying into Westland.
Next morning I was in my office when the phone rang. I recognised the voice – Lord King, one of Margaret Thatcher’s business favourites. I’d known John King for decades, ever since he’d been chairman of Pollard Bearings, and he often came to shoot on my estate. He thought I’d been helpful to him when I helped him square away his problems with Freddie Laker over the collapse of Skytrain. I was a regular at the political lunches he would throw to keep Tory Party fundraisers happy. There was a group of us whom he referred to as the ‘carpetbaggers’, who went around to industry strong-arming contributions. We’d been particularly active in raising funds for Mrs Thatcher before the 1979 election – King and myself, Keith Showering, Gerald Ronson, Alastair McAlpine, Nick Cayzer and a few others. We got on very well.
‘Alan, what’s all this messing about on Westland?’ said John.
I put some of my practical objections to him. ‘Leaving aside the Black Hawk, it’s a betrayal of British technology,’ I said. ‘That EH101 rotor head system is maybe five years ahead of anything they have in the States. They get the know-how, all the stress work, all the rig testing and everything. I just don’t like the idea of Westland building Black Hawk and Sikorsky getting the inside track on the EH101.’
‘Oh, it doesn’t really matter, does it?’ he said.
‘I’m afraid it does matter, John.’
‘Why don’t you come over and we can chat about it.’
John had an office in the corner of St James’s Square. He looked at me over the top of his spectacles and came straight to the point. ‘I’ll tell you what I’ll do, I’ll offer you 135p a share, I’ll get you a knighthood and put you on the Board of Westland. How’s that?’
‘John, I reckon I’ve got enough shares to get on the Board myself.’
‘Not the knighthood, though,’ he said.
‘I’ll think about it.’
I was being driven home in the car, and as I rounded Hyde Park corner I got a phone call.
‘Alan, it’s Charles Forte. Can you pop round to see if we can find a solution to this problem?’
I knew Charlie Forte even better than I knew John King. We used to shoot together, we did business together, and we raised funds for the Tory Party together – he had been ennobled by Mrs Thatcher for his services to the party. One day about a year before Westland blew up, when we were walking between shoots on his estate at Ripley, he had said to me: ‘You know, Alan, it’s about time you earned yourself recognition for all the work you’ve done for the industry and all the hard currency you’ve brought into the country. I’m going to put you forward for a K.’ I didn’t take him seriously, and I heard nothing more.
‘I’m just around the corner, Charles,’ I said. ‘I’ll be there in a moment.’
Forte’s office was in the Grosvenor Hotel in Park Avenue. He stood up to greet me. ‘Alan, I very much want you to vote for this Westland motion that’s coming up at the Albert Hall. What can be done about it?’
‘It’s a bad deal, Charles,’ I said. ‘They want to push the Black Hawk onto us and the Forces don’t want it. Believe me, I’ve canvassed all of them – Air Chief Marshal Craig, Sir William Staveley, Major General Richardson – none of them want Black Hawk. It’s too big for the Army, not big enough for the Navy, and not good enough for the RAF. There’s no market for it here, and if we don’t buy it ourselves, there’ll be no export market for it. The future lies with the EH101, in concert with Aerospatiale.’
Charles wouldn’t know a Black Hawk from a hot air balloon and wasn’t responsive to practical argument. ‘What about getting you a job at Westland,’ he said. ‘Would that make a difference?’
‘Not in the slightest,’ I said. ‘I’ve no interest in sitting on a Board that’s nodding through Sikorsky’s plans because they’re wrong for the company and for the country.’
‘This is very important, Alan,’ Charles said. ‘You can have a very good price for your equity, and I think you’re long overdue a K. You deserve one.’
He pushed a button on his desk. ‘Get me the Prime Minister, please.’ There was a brief pause before a voice came on the loudspeaker. It was Denis Thatcher.
‘Charles, Margaret’s busy. Can I help?’
‘Hello, Denis. I think I can get a solution to this Westland business,’
Charles said into the speaker. ‘Can you come over?’
Denis sounded uncertain. ‘Well, all right,’ he said. ‘I’ll be round in fifteen minutes.’
When Denis arrived, Charles made the introductions. ‘Could you give us a moment please, Alan,’ he said. I stepped out of his office while the two of them conferred. Within minutes Denis came out. He looked like he was in a hurry to get somewhere.
‘I don’t think I’d better have anything to do with this,’ he said. ‘Good luck, but leave me out of it.’ And off he went.
Charles looked crestfallen. ‘Perhaps I should talk to Willie Whitelaw,’ he said.
‘What about?’ I asked him.
‘About your K.’
‘Charles, none of this will make any difference to my position on Westland. It’s the wrong deal, and there’s no way around that fact.’
But I admit I was tempted. The pressure was starting to get to me. King’s offer of 135p meant I’d bank a £2.2 million profit after tax. I went for lunch with Don Gosling at Scott’s. ‘Take it,’ he said. ‘Take the money, take the knighthood.’
‘I’m surprised to hear you say that, Donald. It’s a bribe.’
‘Oh well, it’s a bribe, so what? It’ll be wrapped up in tomorrow’s fish and chips in a week’s time. Nobody’ll worry. I shouldn’t let it bother you.’
That evening I had dinner with Charles Clore. What did he think I should do?
‘Don’t touch it,’ said Clore. ‘Stick to what you believe.’
John Sunley said the same. Sir Philip Shelbourne was furious that I’d even entertained the idea of selling out. I went home and discussed it with Heather, the lady who was to become my second wife.
‘The long and the short of it is, how am I going to look people in the face if I sold out?’ I said.