Takeover

by Brian Freemantle

  “Enough,” declared Buckland, calling a halt.

  Everyone drew apart and stood around uncertainly. Rudd looked to where Bunch was standing with the English lawyers and said, “Why don’t you get the detailed contracts agreed?”

  Looking generally around the room Buckland called out, “I think there should be the formality of completing the board meeting. There are things to be recorded.”

  Rudd stood back politely, watching the Buckland house directors file ahead of him. They moved in two groups, Buckland, Condway, Penhardy and Gore-Pelham first, then Snaith, Smallwood and Prince Faysel. At the door Buckland turned, extending his hand. “Come on,” he said.

  Rudd went in alongside the Englishman and allowed himself to be shown to a seat: it was between Gore-Pelham and the Arab.

  Looking towards the separate secretariat table at which the stenographers were assembled, Buckland said, “I’d like the minutes of this meeting to record that draft contracts have been signed between Buckland House and Best Rest for the acquisition of the liner fleet. Ten per cent of the purchase price of $27,500,000 dollars has already been paid, the remainder upon completion. That full payment is to be made up of $20,000,000 cash, the remainder in share exchange between the two groups.…”

  Buckland looked away from the secretaries towards the American. “I would like to welcome Harry Rudd, chairman of Best Rest and now, because of the earlier unanimous agreement of Buckland House directors, a member of this board.”

  “Thank you,” said Rudd.

  “I would also like this board to know that throughout the negotiations which have been concluded so successfully I have found Mr Rudd a man of fair dealing, honesty and integrity.”

  Rudd looked away, feeling a hollowness in his stomach. Christ! he thought.

  Buckland continued. “I have every hope and expectation that this link-up will prove mutually beneficial.”

  “Hear, hear,” said the always reliable Penhardy.

  Aware that something was expected from him, Rudd said, “I, too hope it will be mutually beneficial. I’m glad that your chairman has agreed to serve upon the board of the company to be formed to run the fleet.”

  “I think there should also be a record of thanks to Prince Faysel,” said Buckland, continuing the congratulatory mood. “It was he who initiated the first approaches that have ended so well here today.”

  “Hear, hear,” said Penhardy.

  If his takeover were successful, there would have to be some changes, decided Rudd, looking around the table; he had the impression of sitting in a museum. One that was infrequently visited.

  “Time’s getting on,” reminded Condway, to the chairman’s right.

  “Quite so,” said Buckland. “I think we can agree that today is a moment for celebration. I’ve arranged lunch in a private room at the Berridge.”

  Buckland began to gather his papers from the bottom of the table, but Snaith said, “This meeting hasn’t been properly concluded.”

  Buckland had been smiling towards Rudd. The expression went and he turned to the merchant banker. “What now!” he said impatiently.

  “There’s an agenda item for any other business,” reminded Snaith.

  Wearily Buckland leaned back over his papers and said, “Any other business?”

  “Yes,” said Snaith at once. “The composition and formation of this board permits, upon submission of a special request, an extraordinary board meeting being called by the signatures of two directors.” From a folder before him Snaith distributed copies of the request to each director. There was one for Rudd.

  “What are you talking about?” frowned Buckland.

  “I am making such a request,” said Snaith. “I am the signatory, supported by Smallwood. The requirements are for the meeting to be held within seven days.”

  “But what for?”

  Snaith stared directly up the table. “For the directors to discuss the suitability of Sir Ian Buckland remaining chairman and director of Buckland House,” he declared.

  The celebration lunch was a stilted, awkward affair, with Condway, Penhardy and Gore-Pelham over-compensating in their support for Buckland, even insisting upon embarrassing impromptu speeches and toasts. Made confident by that morning’s agreement to bring Rudd on to the board and the brandy that followed the claret, the conversation was firmly geared towards disposing of Haffaford as a merchant bank and removing Snaith from a board upon which he was nothing more than an irritant.

  Rudd had briefed Hallett before going in for the meal, so by the time he reached his now abandoned suite, the personal assistant had recalled Bunch from his legal meetings.

  “Sorry to interrupt you,” said Rudd at once.

  “I’d virtually finished anyway,” said the lawyer. He nodded towards Hallett. “I know what happened,” he said.

  “What do the company formation rules say?” asked Prince Faysel.

  “That if by his behaviour a director loses the confidence of his other directors then by unanimous vote he can be asked to resign,” quoted the lawyer.

  “But not Buckland, surely!” said Rudd. “He’s got the share strength.”

  “Obviously the rule was created for directors outside the family,” agreed Bunch. “For him to be forced off, there would have to be a vote of no confidence from the shareholders. And not just the Initial holders, the Preferential as well.”

  “How can it work then?” said Rudd.

  “Embarrassment,” said Bunch simply. “He might prefer to resign rather than have his faults discussed in front of hundreds of shareholders.”

  “Then where would we be?” said Faysel.

  “God knows,” said Rudd. He turned to the lawyer. “Are Snaith and Smallwood powerful enough?”

  “Snaith represents quite a few shareholders through his bank,” said Bunch. “But I wouldn’t have thought he was that strong, not unless he can persuade people like Condway, Gore-Pelham and Penhardy to change sides.”

  “We’ve just sat through three hours of maudlin promises of undying friendship,” said Rudd.

  “If it leaks out – and it would be good strategy for Haffafords to leak it – then it’ll make the shares uncertain.”

  “Yes,” agreed Rudd distantly, his head bowed.

  “Shouldn’t we set up some sort of buying operation to prevent them going too far?” suggested Faysel.

  “Not immediately,” decided Rudd. “We don’t have a lot of liquidity if we base our takeover on cash. The lower the shares, the more attractive our offer might be.”

  “It’ll badly affect what we’ve just transferred in the stock exchange,” said Bunch. “An almost immediate loss.”

  “That’s a justifiable gamble,” said Rudd. “If everything works out, they’ll firm up again soon enough.”

  “What do you want me to do about finance?” said Bunch. “In New York we judged about $3,000,000 borrowing but it works out a bit higher than that. I think that in addition to the liquidity we hold we’re going to need $5,000,000.”

  “Where’s the cheapest money market?” said Rudd.

  “It’s a toss-up between Germany and France,” said Bunch. “Both quoting about eleven per cent for business loans.”

  “Roll-up?” demanded Rudd.

  Bunch shook his head. “Difficult to arrange. They seem to prefer usual interest procedure rather than waiting until the end of a property transaction.”

  “The hotels definitely are property,” said Rudd. “So we’d qualify for roll-up if we borrowed on the English market. If we got fixed-term roll-up here, we’d be three per cent better off than paying monthly at eleven per cent on the continent.”

  “I’ll go to the city then,” said Bunch.

  “Stay quiet,” warned Rudd. “I don’t want Haffaford’s getting the vaguest smell of this.”

  “Anything else?”

  Rudd looked between Hallett and Bunch. “I want a complete breakdown of shareholding in Buckland House, individual, big investors, trusts and private. If i
t comes down to a shareholders’ decision I want a guide to how the odds will be staked.”

  “This is a complication we didn’t expect, isn’t it?” said Faysel.

  “There are too many complications,” agreed Rudd. “Far too many.” And just when he thought he’d solved them.

  Rudd put his arm out and she put her head into his shoulder, their bodies sticking wetly together. “We fit,” she said.

  “We just have.”

  She put her hand on him and he tensed and she said, “It’s mine. I want to hold it.”

  That’s all she did and he relaxed again. Rudd wished he’d brought the wine up from the downstairs room. “I became a director of Buckland House this morning,” he said.

  “I know.”

  “What else did Ian say?”

  “Nothing.”

  Rudd wondered what embarrassment Haffaford’s intended producing; it was bound to affect her if it went beyond the boardroom. He pulled her closer and she turned her head, kissing his chest. This was going beyond fantasy, thought Margaret. She felt vaguely frightened.

  “You’re all greasy,” she said.

  “So are you.”

  “I like getting this way. With you.”

  “I felt a shit this morning,” he said.

  There was an almost imperceptible movement away. “Don’t you think I do too? He’s my friend as well as my husband.”

  “I like him.”

  “So do I. What’s that got to do with it?”

  “Nothing, I suppose. I just wanted to say it.”

  “Why?”

  “I don’t know.”

  “It’s not just Ian, is it?” she said. “The guilt, I mean.”

  “I don’t know what you’re talking about,” he lied.

  “You feel you’ve let Angela down, don’t you?”

  Rudd wondered if it had been obvious to Joanne: perhaps it was different because she was professional. “Yes,” he said.

  “That’s silly.”

  “I know. I can’t help it.”

  “Do you mind talking about her?”

  “No,” he said. He never had before, he realized. Bunch knew but then Bunch had been there and seen it all. He didn’t have any other friends, just acquaintances, and they’d never asked.

  “What was she like?”

  Rudd closed his eyes, waiting for the hurt, but no hurt came: not even discomfort at talking of his dead wife while next to him lay a woman to whom he’d just made love. He swallowed, remembering. “Quite small,” he said. “And shy. She always wanted to hold my hand in a crowd. Very shy.…” His voice lapsed. “Dark-haired,” he continued. “She used to be embarrassed about it, on her legs. She was always trying out new creams and treatments. She talked in her sleep. Not things you could understand, just odd words. She could always remember her dreams. I never can.”

  “Where did you meet?”

  “At university in Boston. Her father didn’t want her to go there. She could have gone anywhere. Yale or Vassar. But she wanted to go to Boston because Boston was home. She wasn’t very adventurous. Shy, like I said.”

  “She set up home with you and became pregnant; that’s adventurous.”

  “I’ve never thought about it like that before,” admitted Rudd. It would have been so out of character that it would have been the first and perhaps the most definite indication to Morrison that he had unduly influenced her, particularly after the positive ban on their relationship. He decided he didn’t want to talk about Angela any more. “What about you?” he said.

  “I told you about me. Ordinary.”

  “If I’d believed that, we wouldn’t be where we are now.”

  She kissed him again, on the chest. “There was never any doubt between the families that Ian and I would marry: it was like one of those arranged things that happened in the middle ages, children programmed to accept their parents’ choice. We’ve always liked each other: respected each other, too, I suppose. But that’s all. And that isn’t enough. He’s never been cruel or beastly to me, never once in his life. And I’ve tried not to be with him.”

  “It sounds very strange.”

  “I suppose it is. It doesn’t seem so, to either of us. The English establishment have two faces: the one that everyone else sees and the one that they look at themselves, in the bathroom mirror.”

  “Is that what you are, English establishment?”

  “Yes, I suppose we are. It’s a stupid, out-of-date anachronism, I know, but despite all the banner-waving it exists and persists.” She moved her hand away from his crotch, idly tracing patterns across his stomach. “I don’t suppose Ian really qualifies,” she said. “His grandfather was a clerk in Glasgow. Most of the titled families in England either come from kings’ bastards or villains but there’s the benefit of several hundred years’ gap.”

  “You sound cynical.”

  “I’m not trying to be,” she said, immediately honest. “I’ve enjoyed the advantages.”

  “Do you descend from a king’s bastard?”

  She shook her head. “There’s another way,” she said. “The dilligent, unquestioning servant. My family have been diplomats since Charles II. They were always opportunists, which was why they didn’t choose Charles I and risk getting killed by Cromwell. We’re masters of convenience.”

  “People of convenience and marriages of convenience,” said Rudd.

  “Now you’re sounding cynical.”

  “I wasn’t trying to either,” he said.

  “What was your father?” she asked suddenly.

  “A baggage loader at Boston airport,” said Rudd. “He got hit by a forklift truck when he was only forty-five and I know he died bitter as hell because never once in his life had he managed to earn ten dollars more than my mother. She was a stenographer in one of the harbour offices. I often think he suspected she got the money for doing something more than being a good secretary but I’m pretty sure she didn’t.”

  “Would it have mattered to you like it did to him?”

  “I suppose it should have done,” he said reflectively. “I never really thought about it; I believed her, you see.”

  “You’re the American dream, aren’t you?” she said suddenly. “The poor boy who became a millionaire.”

  “I never really thought about that either.”

  “It’s a funny thing about America,” she said. “You could be the beginning of a new aristocracy: create a lineage for a hundred years’ time. That doesn’t seem to be happening in Britain. It’s all backward-looking. Nothing seems to be starting fresh any more.”

  “I don’t have a wife or a son to start a lineage.” reminded Rudd.

  Margaret was silent for a long time and then she said, “You could marry again, couldn’t you?”

  “Yes,” he said.

  Richard Haffaford replaced the telephone and smiled across at the men facing him in the office.

  “Now there’s an interesting call,” he said.

  “What?” asked Snaith.

  “This time Condway wants to host the lunch at the Connaught.”

  It was a damned good job he’d written the letter to Hong Kong, Buckland decided. And telephoned Sinclair as well. The man would want a reward, but if it had anything to do with whatever move it was that Snaith was planning, then the man deserved it. Should he do anything about Fiona, he wondered. No, he decided. He’d wait to see what the attack was first.

  22

  It had been his father’s edict to confront trouble the moment it appeared, which was why Buckland convened the special board meeting within twenty-four hours of the merchant banker’s demand. Before the meeting Buckland gathered in his office the directors upon whom he knew he could rely; Rudd and Prince Faysel were included because he knew they were supporters after the link-up. Buckland was observing another inherited rule; divide and conquer. One of the early lessons to be preached, just after he’d come down from Cambridge and moved into the annexe office next door to the old man. Divide and conquer
the opposition but remain unified ourselves. The share structure, making them inviolable whatever the setback, was the most positive example of that.

  It was right that the American should be prepared for what was to come. Buckland said, “I’m sorry there’s had to be this unpleasantness so soon after your joining us.”

  “How unpleasant is it going to be?” said Rudd.

  “At the beginning of the year I settled a private debt, a gambling matter, from company funds,” said Buckland. “I accept it was wrong, but I fully intended to rectify it. I just forgot. The thing’s been settled now, of course, but the damned merchant bank is worrying it like a dog with a bone.”

  “Is that all there is, Ian?”

  Buckland looked startled at Condway’s question. “That’s not the sort of thing I expected you to ask, George,” he said.

  “Private gambling debts being settled with company money isn’t the sort of thing we expect either,” said the peer.

  Buckland’s attitude became uncertain at the unexpected hostility. “We’ve discussed this; resolved it,” he said. “I’ve mentioned it before the meeting only to acquaint our new director with what might come up.”

  “I know we’ve settled it,” said Condway. “I just want to make sure that if we’re being prepared, then we’re completely prepared for anything Haffaford’s have to say.”

  “Rows are bad for public confidence,” said Penhardy.

  Buckland looked worriedly between the two men of whom he had been so sure and then turned towards Rudd, embarrassed. This wasn’t going at all as it should have done. “Public confidence in Buckland House is unshakable,” he said. “It always has been.”

  “Let’s hope it stays that way,” said Condway. “You haven’t answered my question.”