Due Diligence

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Due Diligence Page 58

by Grant Sutherland


  ‘You and the boys are the sole beneficiaries.’

  When I hand it over, she looks from the will back to me, and then she has to sit down.

  ‘I knew it’d be all right,’ she says. ‘I knew it would be.’

  Her cheerful bright red clothes, and the smile: all a front. She’s actually on the verge of tears. Embarrassed for her, I drop my eyes. Daniel. The pain he caused.

  And then I see it: the edge of a yellow page jutting from the folder. It’s the colour that catches my eye, the same colour as that paper I found in Daniel’s hidden drawer, the page describing the Odin deal. While Celia dabs at her eyes, I pull out the page. A row of numbers appears. I draw it out further, and now letters appear right to left. When the whole word is revealed, I just stare.

  ‘Shall I take it?’ Celia says.

  I look up. She is holding out the will.

  ‘Sure. I’ll drop the file around later.’

  As I rise and come around the desk to show her out, I glance down again at what I’ve found. It’s still there. I am not imagining it. Black letters on a yellow page, and the word underlined: Twintech.

  I need to find Hugh Morgan.

  13

  * * *

  ‘This was where?’

  ‘In his personal papers. A file from his study at home.’

  Hugh bites his lip, studying the yellow page. We’re outside the IT room at the back of Settlements, he’s taken off his jacket and loosened his tie. Still examining the page, he leads me inside.

  ‘His wife knew it was there?’

  ‘No.’

  Hugh takes out a slip of white paper from his jacket on the chair, and hands it to me. A list of numbers. ‘Familiar?’ he says.

  But it’s much more than familiar: it’s an almost identical list of deals to that on the yellow sheet I’ve just given him. We look at one another. Finally I flick the white page. ‘What is it?’

  ‘The deals Twintech put through during the last twelve months.’ He takes the white list back from me, and holds the two pages side-by-side. ‘You’re sure you’ve only just found this?’

  I tell him Celia left five minutes ago, and the circumstances, and that the folder’s still lying open down on my desk.

  ‘Daniel never gave any indication he was up to something?’ he asks.

  ‘Never.’ But Daniel, as I know too well, had no trouble keeping a secret when he chose. I tell Hugh that too. ‘But he didn't need the money. I don’t get it.’

  ‘You don’t have to,’ he says, raising the page. ‘This more or less proves it. Daniel was Twintech.’

  ‘Then who sent the note to Penfield?’

  ‘I’ don’t know.’

  ‘We can’t be sure Daniel was Twintech.’

  ‘True.’ He lifts the yellow page. ‘But how else do you explain this?’

  We both look at the sheet. What, I wonder, would Ryan make of it?

  ‘But Daniel couldn’t have been the only one in on it,’ Hugh decides. ‘Someone killed him.’

  ‘A partner?’

  ‘I’ll have the program finished in five minutes.’ He hands back the yellow sheet. ‘Hang onto it. When I’m done, I'll call down.’

  I can see that this sudden discovery doesn’t sit well with Hugh. He drops into his chair and starts work on his computer program: the trap. Hugh’s big idea.

  14

  * * *

  Becky asks where I’ve been hiding. ‘Calls?’ she says. ‘You want them alphabetical?’

  Standing in the doorway, she recites: Penfield has called twice, plus Fenwick, Leicester and several others; nothing from Darren Lyle. When she's gone, I ring Penfield and brace myself.

  ‘Well,’ he says sarcastically, ‘managed to find a minute, have we?’

  ‘Morgan thinks he’s found a name.’

  There’s a pause. ‘Yes?’

  ‘We’re pretty sure it’s been done through a company called Twintech. He’s still working on it.’

  ‘How bad?’

  The big question, the one that will decide Penfield’s own fate. If Carltons can take the loss on the chin, Penfield will ride out any subsequent inquiry; but if the loss isn’t containable, if the Bank of England has to intervene publicly, his head goes on the block.

  ‘Containable,' I tell him. 'The losses aren’t a problem.’ I can actually hear him breathing. ‘Less than two million,’ I say.

  ‘First decent news you’ve given me all week.’

  ‘Roger, we need more time to find out who’s behind it. A few more days.’

  He erupts. ‘Time!’ A string of expletives follows, coupled with some very pointed advice. I hold the phone away from my ear. Twice I try to cut in, but each time he roars over me. ‘Have you seen your bloody share price? Have you?’ he shouts. ‘Because the BIS have; I’ve been on the bloody phone to them for half an hour assuring them you’re not going down. Do you hear that? Close-of-trade Friday night!’ He slams down his phone.

  I sit dazed a moment. Any hope of reprieve from Penfield is gone. But what has really unnerved me is his mention of the Bank of International Settlements: the central banker’s Central Bank simply can’t be ignored; not by Penfield, and certainly not by us.

  I hit the intercom and ask Becky to have Gordon Shields come up. ‘He’s been trying to get you too,’ she says.

  I’m not at all surprised.

  Gordon, when he arrives, is agitated but under control. Just. ‘Finally,’ he mutters. He makes his displeasure clear by a look, then he sits and spells out our capital position: our deposit base is haemorrhaging; we’re moving perilously close to a breach in capital adequacy. Gordon delivers this information in a voice leaden with foreboding. I suggest some possible asset revaluations, but he tells me that this is just playing at the edges of our problem.

  ‘If you can’t stop the fall in Carltons’ share price,’ he says, ‘we won’t stop the withdrawals.’

  ‘The BIS have been onto Penfield. We’ve been noticed.’

  Gordon groans. We discuss the situation a minute longer, but it’s obvious that we’re both equally helpless in the face of the falling share price. He says he feels like he’s walking through a nightmare. I am beginning to know the feeling only too well myself. Finally he leaves me, going back to manage the decline in our fortunes as best he can.

  Alone for a moment, I try to collect myself. My grandfather used to say that behind every crisis there was always someone who’d lost his head; and by that definition, we’re moving close to a crisis now. Gordon isn’t a man who would break easily, but he’s definitely rattled.

  So now where are we? We still have no idea who murdered Daniel, and Carltons, following this week’s endless troubles, is starting to crumble away. Ryan still believes the murderer is in the bank, Hugh thinks Daniel was part of the Twintech fraud, and Penfield, God help us, is sending in his Investigation Unit tomorrow night. Our problems won’t be solved by unmasking the fraudster, not now. This whole thing has been pushed from behind closed doors into the marketplace. If Penfield were to publicly give Carltons a clean bill of health, even that wouldn’t save us.

  What the market wants to see is a real financial commitment from someone; what the market wants to see, as always, is cash. I jot some numbers on my pad; cross these out, and guess again. How much, I wonder, is Boddington actually worth?

  15

  * * *

  My father tugs at his earlobe, and nods occasionally to show he’s listening. When I mention the BIS, and repeat Gordon’s opinion that we'll be in breach of Capital Adequacy by Monday, he frowns. Then I find myself faltering. We’ve yet to speak a word on the subject, but we both know there’s only one question to be decided between us: do we risk Boddington and make an attempt to save Carltons, or do we let the bank go without a fight? Finally I take a breath, about to raise the subject, but my father interrupts.

  ‘Penfield’s been onto me. There’s a possibility of a merger.’

  It stops me dead. ‘Not Sandersons.’

&nb
sp; My father looks horrified. ‘God no. American Pacific. I’ve just left Charles over there with Gifford. It looks like he might be amenable.’

  This leaves me floundering a moment. Instead of being at the forefront of this whole business, as I’d thought, I’m actually several paces behind.

  ‘When’s all this happened?’

  ‘I couldn’t get hold of you, Raef. Nothing’s decided yet. I thought it was best to be prepared though.’

  ‘Is Penfield pushing this?’

  ‘Charles and I raised the possibility with him earlier this afternoon. He said he was already thinking along the same lines. A merger, I mean.’

  So Penfield already knew about this when he chewed my ear off. ‘How’s this been left with Gifford?’ I ask, put out. ‘What’s Charles discussing with him? The price?’

  ‘Raef, they’re just preliminary discussions. We can’t even be sure Gifford will want us after this.’ He nods to the Reuters. The slide in Carltons continues. My face flushes hot with anger and shame. This is a measure of how far we’ve fallen: a year ago Gifford would have paid a substantial premium to get us, but now Charles Aldridge is over there pleading, cap in hand. Suddenly we need a big brother.

  ‘I think there’s an alternative.’

  ‘Yes.’ He inclines his head. ‘But do you agree a merger with American Pacific would be best, should any alternative fail?’

  As usual, the oblique approach.

  ‘It wouldn’t be a merger,’ I tell him. ‘We’d be lucky if Gifford let us keep our name on the door.’

  ‘It’s a fall-back position.’

  ‘It’s a surrender.’

  ‘Raef,’ he says. ‘Please.’

  I ask him how much we’re talking about.

  ‘We can discuss that. For now I just need to know that you agree.’

  Crossing to my desk, I sit down. Somehow this whole business seems unreal. This is Carlton Brothers we’re discussing here. A week ago this was one of the few remaining independent merchant banks in the country. A week ago I was getting ready to leave for the party on the boat; and now my oldest friend is dead, and here I am with my father discussing how best to manage the Carlton family’s departure from the City. But this is actually happening. Worse, I have to admit to myself that my father has probably done what’s best. We can’t just hang on and hope. If Gifford can be convinced of our worth, we’d be well advised to cut some kind of deal with him while we still have an asset to sell. I squeeze my temples.

  ‘All right,’I concede. ‘If all else fails, I agree. We merge with American Pacific.’

  Unexpectedly, a lump rises to my throat. And when I look at my father I see that he too is quite shaken. The magnitude of the decision, of what it means for our family, penetrates deep.

  ‘If all else fails,’ I repeat, more firmly. ‘But first we try the alternative.’

  He nods. ‘Boddington?’ he says.

  We look at one another. Then before he has a chance to muster his objections, I launch into my argument: I say that if we act fast we might raise ten million against the estate; I say that once the market sees us buying it will give everyone pause. He cuts me off in mid-flow.

  ‘I’ve already done it, Raef. I’ve raised twelve million.’

  I stop and stare.

  ‘Boddington, and a few other odds and ends.’ He tells me who has lent us the money: another British merchant. He misunderstands my silent response. ‘It was the best I could do, Raef.’

  ‘No.’ I shake my head. ‘I mean, excellent. Twelve.’

  ‘Twelve, and a touch more.’ He hands me a slip of paper and I read the number: almost twelve and a quarter.

  I look up. ‘You’re sure about this?’

  He names the broker we use for our personal dealings. He says that we have credit for the full sum.

  ‘I meant about Boddington. You’re sure you want to put it on the line.’

  He points to the slip. Not an answer, but the best I will get. God knows what it must have cost him to reach this decision; and then to act.

  ‘One other thing,’ he says. ‘The bidding can’t be done by committee. Even a committee of two. I’m leaving it in your hands.’

  ‘That isn’t necessary.’

  ‘I believe it is, Raef. This is moving too fast now. You have a feel for these things. I don't.’ He stands. ‘Believe me, if I thought there was a better way ...’ He spreads his hands. If he thought there was a better way he would never have risked Boddington.

  ‘When do we expect an answer from Gifford?’

  ‘We’re at his place for supper. Will you come, Raef?’

  I look down at the number again: twelve and a quarter. Boddington. Without argument, my father has placed the most important thing in his life completely and utterly in my care. The foundations of the relationship between us seem to shift, and a new weight settles on my shoulders.

  ‘I think we should have some cut-off figure in the Carltons share price,’ he says. He points to the slip in my hand. ‘You try to stop the fall with that. If you succeed, well and good. If you don’t, I think we should have a cut-off.’

  ‘Then we merge?’

  ‘If Carltons drops to our agreed figure, then we do everythinglin our power to sell to Gifford.’

  A fair suggestion. I can’t object to this. Once I’ve spent the twelve and a quarter buying Carltons shares, we’ll have shot our last bolt. If our share price continues to slide, we either agree a merger with Gifford or face financial annihilation; that, or a takeover by Sandersons.

  Then I see something else: if we sell out to Gifford, we can redeem the pledge against Boddington. No doubt my father has thought of this too.

  I tap the Reuters, the last trade in Carltons was at 245p.

  ‘What figure were you thinking of?’

  He considers. ‘How does 200 sound?’

  ‘Make it 195.’

  ‘If it touches 195,’ he concedes, ‘we sell out. Family rules.’

  I agree. This is strictly between my father and me.

  16

  * * *

  ‘Bid,’ I say to the broker down the line. ‘Yes. Bid, as in buy. And I’m not averse to letting the market know it’s my family. Stay on line. I’ll put you on the squawkbox.’ I hit the button and put down the phone.

  ‘Still there, Raef?’

  ‘I’m here. I can’t see my bid up on the screen yet.’

  But then up it comes: 245p. It stays there five seconds, then disappears.

  ‘You’re done at 245,’ the broker tells me.

  One hundred thousand shares at 245p. Plus stamp duty.

  ‘Bid 243,’ I say. ‘Another hundred.’

  I watch the screen. The bid flashes up, but almost at once the broker comes back.

  ‘You’re filled at 243.’

  The bid on the screen winks out. Brutal confirmation, if I still needed it, of just what we’re fighting. Everyone wants to get out of Carltons. Against this I have the rather meagre weapon of twelve million pounds.

  ‘Bid again,’ I tell the broker. ‘241 for a hundred.’

  I have to be careful how I do this. If I keep bidding in small amounts, and dropping the bid, I might cause the very thing that I want to avoid; but if I stand at one price, and fight with everything I have, what happens when I run out of ammunition? It’s the kind of judgement I generally left to Daniel.

  Remembering this, I call through to Becky and tell her to have Henry come down.

  By the time he enters, I have a bid on of 239, and I’ve already spent a million pounds. I outline the situation briefly, not revealing how limited my resources truly are.

  ‘Mm. I’ve been watching it,’ he says. ‘Billy’s done Carltons’ chart.’ Carltons’ chart: a graph of the recent history of our share price. In the eyes of chartists like Billy, a sure fire predictor of future performance. ‘One line. goes down till it hits two hundred, then splits.’ Henry gestures with his finger. ‘A black line bounces back up. A red line keeps going down.’


  ‘I thought you didn’t believe in charts.’

  ‘Five million idiots can’t be wrong. Not in a market.’

  I ask if he thinks I should wait till it drops then defend the price at 200.

  ‘No way. Put your name about. The market sees you buyin’, there might be second thoughts.’ He nods to the screen. ‘I wouldn’t piss around with small lots. Put a decent bid in every 10p fall. Make it look like you’re serious.’

  I speak to the broker, changing the amount on the bid.

  ‘Maybe it’s none of my business,’ Henry ventures, ‘but I woulda thought there’d be some friendly support, you know, for Carltons.’

  I remind him of the salvage operation in the Dealing Room midweek. We have blown all our favours.

  I'm expecting him to leave now, but he doesn’t.

  ‘That Inspector Ryan keeps comin’ back here,’ he says. ‘Everyone’s wonderin’ why he’s so interested in us. Owen's runnin’ a book on who gets arrested. I’m fifty to one. Vance is down to even money.’

  ‘Tell Owen that if he doesn’t close that book, he’s fired.’

  Henry smiles at first, then he sees that I’m serious. He takes another look at the screen.

  ‘If the Meyer bid comes unstuck,’ he says, ‘Carltons won’t even pause for a breather at 200 on the way down.’

  The broker shouts over the box: I have bought a million and a half more Carltons at 239.

  17

  * * *

  239, 234, 229. Nerve-racking: I know what that means now. A million and a half pounds every 10p fall, but the fall’s slowing as word gets around. After the deal at 239, Brian McKinnon came through on my private line to check on the rumour he’d heard: was I buying? ‘Confirmed,’ I told him. He asked me if I knew something I didn’t. ‘Well,’ I said, ‘I know that 239’s a bargain.’ He laughed and hung up. Now, approaching close of trade, my bid of 119 sits on the screen beside someone else’s offer of 229. The price has sat untouched for almost quarter of an hour: the market has paused to reconsider. And I am beginning to hope.

 

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