Due Diligence

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Due Diligence Page 12

by Grant Sutherland


  ‘A takeover doesn’t make sense. If Sandersons get us, where’s the benefit to them?’

  ‘He isn’t often wrong, Raef, you know that.’

  ‘He isn’t perfect.’

  ‘Nevertheless...'

  ‘I can handle Darren Lyle.’

  He makes no comment. He peruses the list, the lamplight throwing shadows over his eyes. Suspicions.

  The names on the list give a rough sketch of who has real influence over the affairs of the bank. Through Boddington Investments our family has a twenty per cent stake, by far the biggest single holding. After that come two pension funds, each with seven and a half per cent, American Pacific with five, then one of McKinnon’s funds with seven per cent. A grand total of forty-seven per cent, more than enough to give us effective control provided everyone stays in line. My father sits on one of the pension-fund boards, and the other fund’s chairman is my grandfather's godson. With American Pacific, we have a standstill agreement. None of these have been selling. But McKinnon’s holding his slipped, and some of the smaller names, too, are offloading. My father looks troubled.

  ‘If Sandersons, want to get in there,’ I say, ‘they can’t do it quietly.’

  ‘That won’t worry Lyle.’

  ‘We’ll see him coming. If he buys in the market we’ll see him. If he starts touting around the major shareholders, we’ll hear.’

  ‘Still, I’d like to be ready.’

  Precisely what I’ve been telling him: we’re already prepared. But I don’t press the point, he must be more tired than I thought. I ask if he's heard any more from the Select Committee.

  He turns his head.

  ‘Nobody’s mentioned Odin?'

  At this, he looks pained. ‘Raef, it’s done with. As far as the Ministry’s concerned, Odin never existed.’

  He bows his head to read. He really doesn’t want to talk about this. And me? What is it that drives me now? Why do I find myself, halfway through life, a sudden convert to the cause of truth? There have always been veiled places where my father worked, questions it was understood I’d never ask. Why now?

  ‘Do you remember when I came to see you last Wednesday?’ I ask. No response; he continues to read. ‘I told you about Daniel. I told you he’d found out about Odin. I mentioned he might go public with it.’

  He takes up a pen and scribbles with a look of deep concentration. He isn’t going to make this easy for me.

  Steeling myself, I remind him of what he said: he said that he would take care of it.

  He doesn’t look up, and I know that if I don’t ask him now I never will.

  ‘What did you mean?’

  His head stays down. He goes on scribbling for a while as if the question was never spoken. Then he puts down his pen and takes up another sheet, and reads.

  ‘Father?’

  ‘How much,’ he says, ‘shall we put aside for the harvester?’

  The flimsy bridge of doubt that has supported me till now suddenly cracks, and buckles beneath my feet. And then I am falling.

  TUESDAY

  1

  * * *

  Most of Daniel’s mornings started like this: a meeting. Henry and William Butler, our Chief Economist, would go to Daniel’s office, and the three of them would put their heads together for twenty minutes comparing notes on the overnight news: modern-day priests, digging through the entrails. But today it’s my office they’ve come to. And being the first Tuesday of the month, Tony Mannetti’s here as well. We discuss some recently published economic figures — trade balances, interest and inflation rates, and the US unemployment number due out tonight. This is going on all over the City right now, everyone trying to second-guess the markets before trading begins. Henry has the trader’s view, he knows all the rumours and has a keen eye for when the big corporates are likely to move. He makes his points succinctly. William, on the other hand, is a chartist. He believes that with a handful of repeating patterns he can read the mind of man. And he makes his points with painful slowness.

  Mannetti doesn’t even try to disguise his disdain, he examines his fingernails, occasionally clicking out an imaginary speck of dirt. The meeting doesn’t take long. The US dollar picked up after last week’s rate rise, but William’s sure it hasn’t broken out of its primary downtrend. He shows us the chart. Henry says he’s heard that two oil majors are moving money offshore, funding Far Eastern investments: Sterling might come under pressure this week. William makes a note. Without Daniel to bounce their ideas off, the pair of them are unusually subdued. Mannetti stifles a yawn.

  ‘If that’s it?’ I say.

  ‘What’s the news on Daniel?’ Mannetti’s hand drops from his mouth. ‘The clients are asking some questions.’

  ‘Tell them to sod off,’ Henry mutters.

  Mannetti shoots a cold look at him. Then William intervenes, saying that he is being asked about Daniel too.

  ‘Henry?’ I say.

  He nods reluctantly. ‘Yeah, same in the Dealing Room.’

  To be expected, I suppose. And there is absolutely nothing we can do about it.

  ‘Just tell them the police are following up some leads. Say it was a mugging if you like. Whatever it was—’ I look at the three of them ‘—it was nothing to do with the bank.’

  ‘Right,’ says Mannetti.

  Henry turns on him. ‘What the fuck does that mean? Right.’

  ‘Henry.’ I raise a hand. We have enough problems without these two falling out. ‘I’ll let everyone know as soon as the police find anything more. Until then, anyone asks, they get the same answer. Clear?’

  Avoiding my eyes, Henry nods; then the other two. Tapping my new watch, I suggest that they now get on with their day.

  William gathers together his charts and heads out to the Dealing Room, there to spread the mornings gospel: Sterling weak, Dollar strong.

  Mannetti stands, pushing a loose curl from his forehead. He’s a good four or five inches taller than Henry, and handsome. But his Adonis-like look would be more attractive if he wasn’t quite so aware of it. ‘Sometimes,’ he says to Henry, smiling frostily, ‘right just means right.’

  Henry watches him go, then turns sharply to me. I raise a hand again, and Henry smiles wryly. ‘Didn’t say a thing.’ Then he wanders across to the shelves and takes down a book. ‘Mind if I borrow this?’ He turns a few pages, but he isn’t reading.

  ‘What is it?’ I ask. ‘Dealing for Beginners?’

  He grins. It’s been a very long time since Henry was a beginner. He started out with us as a clerk in Settlements, and got his break as a trainee in the Dealing Room more than ten years ago. Talent and hard work have raised him to the Chief Dealership, but someone like him, without a degree, wouldn’t normally have a chance of moving higher. Daniel’s death might have changed that.

  ‘Something up?’

  He closes the book. ‘Well, yeah,’ he says. ‘Maybe I shouldn’t ask, but, you know, what’s gonna happen with Daniel’s old job?’

  ‘There’ll be a decision this week. Come Monday there’ll be a new Head of Treasury.’

  ‘Not you?’

  No, I tell him, not me.

  His awkwardness is almost embarrassing. He entered the Dealing Room young, his whole adult life has been shaped by the place, and now outside its confines, even here in my office, he seems strangely at sea.

  ‘Your name’s in the barrel, Henry, along with one or two others.’

  ‘I was just wonderin’, you know.’ He nods to himself. ‘Owen’s running a book on it. Maybe I’ll have ten quid on me.’

  ‘Your money.’ I pick up a pen and tap the desk, waiting for him to go. But he doesn't get the message, he just stands there. Gauche, that’s what Daniel called him. And Daniel had a point. ‘Did Karen speak to you?’ I ask Henry.

  ‘The Ice Maiden? Yeah, she was on my back yesterday. Ancient history. What is it with her?’

  ‘It’s her job.’

  ‘You seen that new paperwork she dreamed up?’
<
br />   I remind him that she’s working for me.

  ‘Sign three times before you take a leak?’ He holds up a hand as he goes out. ‘Look at this. Callouses.’

  Outside the door, I hear him sharing a joke with Becky before he heads back to the Dealing Room. The prospect of promotion has raised his spirits. But it’s Becky’s laughter that makes me realize just how quickly Daniel’s murder is slipping into the past. For most of those who knew him, the tears have dried; questions remain, but the living are getting on with their lives. Most but not all. Not me or my father. Not Ryan.

  Vance comes in without knocking, he drops the FT on my desk. ‘Read the “Lex”?’

  I haven’t, so I read it now. The Financial Times sets its best and brightest loose on several City stories each day: their short, well-informed pieces appear in the ‘Lex’ column. Its reputation has declined lately, but it remains a useful sounding board for the City. This morning there’s a piece on the Meyer bid, and the opinions it offers on the Parnells’ board and management are scathing.

  ‘Malign neglect? Close to libellous, isn’t it?’

  ‘Not our worry.’ Vance takes back the paper and gives it a second perusal. ‘I’ve faxed it over to the Meyers, make sure they see it.’

  I ask if the Meyers are drawing down the rest of the credit line.

  He admits that he hasn’t raised the subject with them yet. ‘I didn’t want to rock the boat,’ he says. ‘We’re nearly there.’

  I remind him that we’re also nearly in breach of Capital Adequacy, the ratio of capital to borrowings, set by international statute, that governs our loan book. Gordon Shields, our Finance Director, has been onto me about it already this morning. The Meyer bid is really stretching us thin. Times without number I’ve seen Vance take someone on his team aside to tell them not to confuse the interests of the client with those of Carltons. Now I recite the lesson to him.

  ‘I'll have Cawley and Haywood take a look at the options,’ he says. ‘See what they can turn up.’ Then he fixes me with a steady look. ‘We might have capital adequacy problems, but if this bid falls apart you’re going to have a meltdown in Corporate Finance.’

  ‘Whose opinion’s that?'

  ‘lt’s not an opinion, Raef. The headhunters are gathering.’ He goes to the door. ‘By the way, Lyle seems to be getting personally involved in the Parnells defence. Any reason for that?’

  ‘You know Lyle,’ I say, and Vance makes a sound. He knows Lyle all right. ‘Stephen, have any headhunters contacted you?’

  He smiles at me but doesn't answer. When he turns and goes out, closing the door gently behind him, the hairs prickle up my neck.

  I phone Sir John immediately. No time for the usual discursive approach, so I ask him directly if he’s unwound that deal yet, the one with the clearing bank. He tries to deflect me. ‘John,’ I say, ‘have you done it? Yes or no?’ A moment's silence, then he answers, ‘No.’ His tardiness, for once, is welcome. I tell him to leave it in place for now, and he seems quite pleased.

  Hanging up, I press my hands to my face. I can’t imagine Carltons without Stephen Vance, I really can’t. An old saw of my grandfather's comes to mind. No friends, no leverage: no leverage, no friends. A cynical truth that explains many of the City’s dark ways. And I have a sudden queasy feeling that very soon here at Carlton Brothers, we will need all the friends we can get.

  2

  * * *

  The Meyers have their headquarters in Spitalfields, behind Brick Lane. Forty years ago they rented a shopfront in the same building. They were in the rag-trade then, but after moving into property they gradually bought out the other tenants. The brick exterior is shabby, but the reception is all plush carpeting, pale blue, and mahogany-panelled walls.

  As we step inside, Vance mutters, ‘Once more into the breach.’

  We have had some more bad news overnight. Bainbridge, an arbitrageur, South African but based in London this past year, has built up a four per cent stake in Parnells. Apparently David Meyer has taken the news badly; he wants someone to blame. Stephen Vance has been summoned.

  Normally I'd be content to let Stephen deal with it alone, he’s easily a match for David Meyer. But when I got into work this morning, and saw him, I changed my mind. Stephen does not look well. Lack of sleep; pressures of the bid; worries about Ryan: I don’t know what’s done it, but today he seems to be carrying the weight of the world. He was surprised when I said I’d come with him. No need, he said. But I assured him I had nothing better to do.

  On the way over he gave me the dossier that Haywood had prepared on Bainbridge in the early hours of this morning. There are articles from the financial press in South Africa, Canada and Australia, the markets in which Bainbridge made his name as a player in mining stocks; pieces which related a familiar and depressing story. Bainbridge’s arrival on a company’s register was the signal for the canny investor to get out. Those who didn’t generally found themselves pushed to the sidelines, voiceless, as he transferred any worthwhile assets into his personal holding company before departing to perform the same stunt elsewhere. A profile from the FT in the dossier puts his fortune at around eighty million pounds.

  As we enter the office Reuben rises to greet us. But David Meyer doesn’t bother: he starts straight in.

  ‘So tell us the sob-story,’ he says. ‘What went wrong this time? Who dropped the ball?’

  Reuben invites us to sit. Then he sits down himself and rests his clasped hands on his stomach. He asks Vance to explain. David paces the room.

  Deliberate and concise, Stephen gives an account of the Bainbridge holding. There isn’t much sign of his earlier weariness now: he seems to have this enviable ability to call up some hidden resource just when he most needs it. David interrupts, but when I hand him our dossier on Bainbridge, he slumps into a chair and reads.

  Once Vance is done there’s a brief silence, then David closes the Bainbridge dossier. He looks from me to Vance. ‘You fucked up again.’

  Vance bristles. ‘With respect—’

  ‘Don’t give us that.’ David slaps the dossier down on the floor. ‘We’re not paying for excuses. You told us 180 and we’d get Parnells. Now you’re telling us what? Sorry, you made a mistake?’

  ‘We weren’t to know Bainbridge’d get involved.’

  ‘Wrong,’ David shouts, leaping to his feet and pointing at Vance. ‘Knowing when a prick like this Bainbridge is coming in, that's your job. That’s why we pay you.’

  Reuben says something in Yiddish. David answers in the same language, then turns back to Vance. ‘You’re saying we can’t get Parnells now? We upped the bid-’

  ‘We can do it with your support,’ Vance says.

  ‘Then go ahead.’

  It isn’t like Vance to let things get under his skin, but I can see that he’s had more than enough of David Meyer. Reuben intervenes. He asks Stephen if the Bainbridge holding has been confirmed. Vance explains that we’re expecting the Stock Exchange confirmation later this morning, then he points to the dossier in David’s hands. ‘One thing I can tell you, he won’t be making a bid for Parnells himself. He’s a spoiler, not a manager.’

  Reuben asks exactly how much of Parnells we’ve secured. Vance tells him.

  ‘Now Bainbridge has four per cent,’ Reuben muses aloud.

  ‘And you schlemiels,’ David points at Vance again, ‘have one per cent.’ At this blunt reminder of our cock-up, Vance winces. David Meyer mutters to himself, the one word I hear clearly is ‘shambles’.

  I address Reuben. ‘Stephen’s appearing before the Panel this morning. Indications are, we’ll be slapped over the wrists. The Meyer Group won’t be dragged into it.’

  David Meyer laughs bitterly. ‘Why not? You’ve already got us answering questions in a murder investigation.’ He waves a hand airily. ‘Takeover, murder. Another day, another fuck-up.’

  Reuben looks from his brother back to me. I’m beginning to realize just how hard Vance must have worked to get the dea
l this far. ‘We don't doubt your good intentions,’ Reuben says. ‘It’s your results that concern us.’

  It is my turn to wince. We have, by any measure, handled the Meyers’ interests very poorly. But I assure Reuben that we will still win Parnells.

  But there’s no reaction from Reuben. David smiles unpleasantly. And then Vance, as he's done so often before, comes to my rescue. He gives them a short dispassionate assessment of how the bid currently stands. He, too, concludes with an assurance of victory.

  ‘Remind me,’ David says. ‘Have I heard that one before?’

  But Vance has taken the bit between his teeth now. Unruffled, he reaches into his briefcase and takes out a file. Then he goes across to Reuben’s desk and begins his performance.A minute later he has Reuben on one side, David on the other, and all three of them are bent over the open file, talking numbers. Stephen Vance really is something. When I first started in corporate finance, he used to take me along to a lot of his meetings, and I generally felt then, just as I feel now, surplus to requirements. He could talk under wet cement; and not only talk, but convince and inspire. But I think the thing I admire most about him is that, unlike so many in our business, he has real and genuine standards. One of those early meetings he took me to, I have never forgotten.

  It was at the head office of a major industrial, and it lasted about ten seconds. The company was interviewing a number of banks, a beauty contest: they wanted to select one of us to manage their affairs in the City. It was a big deal at the time; we’d been working on it for weeks, even my grandfather was involved. When Vance and I walked in we found the company executives seated in line behind a table. There was one chair in the centre of the room, the whole thing laid out to intimidate. The Chairman didn’t introduce himself. He said we should keep our presentation brief, and he pointed to a small bell on the table. When I’ve heard enough, he said smirking, I’ll ring the bell. The rudeness was pointed and deliberate. Vance looked at me and smiled. Then he walked to the table, picked up the bell and rang it in the Chairman’s ear. I don’t think I’ve ever seen a man look more surprised. We didn’t get the business, but that gesture stood ever after as a benchmark for me. It taught me that there exists a level below which even a corporate banker shouldn’t sink in pursuit of the deal; it taught me to maintain my self-respect.

 

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