Takeover

by Brian Freemantle

  “I haven’t kept you waiting?”

  “No.”

  “Good.”

  There was the politeness of strangers between them.

  “Can I get you a drink?” offered Buckland.

  “No thank you.”

  “I think I’ll have one.” He went to the drinks and with his back to her said, “How was the drive up?”

  “Usual.”

  He seemed to be taking a long time making the drink she thought.

  “You said it was important to see me,” he said, still not looking at her.

  “It is.”

  “What about?”

  “Don’t be stupid, Ian.”

  Buckland stood waiting.

  “I’m leaving.” She babbled the words out, wanting to look at him when she said them but unable to, at the last moment.

  “Of course,” he said empty-voiced.

  It was not the reaction she’d anticipated. “You didn’t expect me to stay did you?”

  “I hoped you would.”

  “Christ!” She wished he didn’t appear so pathetic.

  “When?” he said.

  She moved her shoulders. “I haven’t decided.” That sounded ridiculous. She should have had suitcases packed, the car waiting outside. This should have been brief; curt and adult and brief.

  “I’m sorry.”

  “You’ve said that before,” she reminded him.

  “I didn’t mean that … sorry that you’re leaving.”

  “Because of further scandal,” she said. Why wouldn’t he get angry?

  Buckland shook his head wearily. “There’s been too much of that for any more to do any harm.” He became aware of the drink in his hand. Untouched he put it on to a side table. “I’ll do whatever you want … about the divorce, I mean … I …” He halted abruptly, snatching out for the drink and gulping heavily from it.

  Margaret felt a great wash of pity.

  “Please don’t!” the plea burst from him, his voice anguished. “Please …”

  Buckland scrubbed his hand across his eyes and Margaret jerked up from her chair and went to the window with her back to him so she didn’t have to see him cry. She’d never seen a man cry: they weren’t supposed to.

  “I’ve made my decision,” she said.

  “If you go it will all be gone,” he said.

  “What do you mean?” She stayed at the window, wanting him fully to recover.

  “I know it’s make-believe, about me retaining anything except a title if Harry wins. I’ll be an employee, perhaps more than anyone else. Checked and watched, told what to do and what not to do. Maybe other people won’t know. I will.”

  She turned at last. He was sitting, the glass cupped between both hands. He wasn’t looking at her. “I’ll do it, of course,” he said. “For the family and for what’s left of the reputation …” He made the vaguest gesture, to indicate the house. “… for this and for Cambridgeshire … for mother, so she won’t despise me completely.…” He turned to her at last. “You must despise me,” he said. “For what I did. And now this.”

  She realized, surprised, that he was speaking objectively, without any self-pity. “No,” she said.

  “That’s kind,” he said disbelievingly.

  “What happens if Harry doesn’t win?”

  “God knows,” he said. “Then I really lose, I suppose.”

  “God!” she said exasperated. “Didn’t you fuck everything up!”

  “Yes,” he said. “I really did.” For several moments he was silent and then he said. “I’m very ashamed.”

  She said “It’s a bit late for that.”

  “It wasn’t an apology,” said Buckland. “I wanted you to know.” He looked up at her again. “I didn’t ever want to hurt you: that’s the most ridiculous part of the whole thing.”

  “A bit late,” she said again.

  “Yes.”

  “I’d like a gin,” she said.

  “If course.”

  He made a drink for her and another for himself, carrying the glass to her. “I love you,” he said.

  “Don’t!”

  “I’m …” he started, then stopped. He reached out and grasped her hand: consciously she did not respond. “Please,” he said again.

  She was glad he wasn’t crying any more.

  There had been a conference, of little purpose at Sir Henry Dray’s chambers and afterwards they’d returned to Grosvenor Square. Hallett served drinks and they sat around with little to say: after so long, they were talked out.

  “Well,” said Bunch, breaking a silence. “By this time tomorrow we’ll know.”

  “Yes,” said Rudd. He wasn’t thinking about the court case, he realized.

  40

  The hearing before Mr Justice Perivale was in chambers, which restricted the attendance. Only Buckland appeared for the family. Rudd sat immediately alongside. Again he was represented by Sir Henry Dray and Sir Walter Blair appeared for Buckland. Richard Haffaford and John Snaith were at the far end of the same bench as Rudd and Buckland. Their counsel was Arthur Jenkins. He was younger than the other two QCs, a dark, saturnine man, with a hurried, nervous way of talking as if he was afraid of being interrupted. The application was for an injunction against Buckland and his family, preventing their disposing of the Initial shares in the way they had, to enable a fuller court hearing at which an application could be sought for them to be offered on the open market. The arguments and counter-arguments comprised technical, esoteric and convoluted points of company law being disputed and then challenged and then disputed again.

  Because the action only concerned the Buckland family shares, there had been three days for a market reaction to Rudd’s bid. It hadn’t been good. There had been a lot of trading in Ordinary shares, soaking up the money he had personally committed, but they were giving him very little voting power. The funds were almost unanimously holding back for the better offer which Haffaford’s had hinted at in their announcement, and the movement in the nominee stocks was also slow. Rudd and Bunch had carried out a minute analysis of the movement at the close the previous night and calculated that without the Buckland shares, they had twenty-seven per cent. If they were allowed to keep the Buckland allocation, it would bring them up to forty. Which was still far short of what he needed.

  Sellers were obviously holding back for the result of the hearing and if it were in favour he supposed it would mean the release of a few more, but it would be unrealistic to expect it to be the remaining eleven per cent that was necessary. And if the ruling were against him, then the situation was hopeless.

  Either way, he’d lost.

  He’d worked from pride instead of business sense, caused God knows how much damage and achieved absolutely nothing, except possibly bankrupting himself. Perhaps if there hadn’t been the distraction of Margaret.… Rudd stopped, refusing to accept the excuse. She’d been a distraction, certainly and was still. But she hadn’t affected his thinking on the takeover, not in any substantial way. Pride, he decided positively. The pride of a man who had always won refusing to accept a time had arisen when it was not going to happen. He deserved the censure that was building up in New York.

  The legal submission took two hours and then there was an adjournment for Perivale to consider the written ruling of Mr Justice Godber. During the break Rudd telephoned Hallett at the Connaught. The personal assistant had just completed a round-up of the brokers with whom they had buy orders; they’d picked up more Ordinary shares, without any effect upon the voting.

  “I never want to see this place again,” said Buckland, when Rudd emerged from the kiosk.

  “No,” said Rudd. Neither did he, he thought. “There’s no substantial selling.”

  “They’re holding back for the result.”

  “There’s still a long way to go, even if we win.”

  “Blair seems confident.”

  “He was before,” reminded Rudd. “He was wrong that time.”

  Buckland was su
ddenly reminded of his secret meeting with Haffaford. The merchant banker hadn’t said he would be expelled from the board; merely that he couldn’t provide any guarantee. Surely he hadn’t made a mistake, backing the American offer? “You meant what you said about me, if you won?” the Englishman demanded worriedly.

  “The contract is being drawn,” assured Rudd, conscious of the man’s nervousness. How long would it be before Penhardy ran for cover? Faysel would have to switch, he supposed, to protect his investment. Even he’d have to concur in the end, in any effort to get back some of the expenditure. Surrendering at the first shots, he thought bitterly. He wouldn’t surrender. He wouldn’t go cap in hand, eager to apologize to the stockholders. He’d argue like hell to get the bid ceiling lifted, so that he could come back and bid against whatever Haffaford put forward. The urgent determination faltered, as quickly as it had come. He’d argue, because he had to. But he wouldn’t get any concessions.

  Perivale resumed quicker than any of them had expected, so quickly that Blair had to be summoned from another court in which he was leading but which he had left under a junior’s care.

  Rudd strained forward to hear the decision.

  “I have studied in detail the ruling of Mr Justice Godber,” said Perivale. “And I have listened in even greater detail to the arguments put before me this morning. It is true that a complaint of sharpness might be levelled at the behaviour of Mr Rudd for Best Rest in making the proposal he did in advance of the share decision, just as it could be expressed against Sir Ian Buckland and his family for their eager acceptance. But sharpness can also be astuteness and there is nothing legally reprehensible about astuteness in business. Mr Justice Godber’s decision was that there should be a dispersal. There was no direction in that dispersal, nor any sought, in the earlier application. I can find nothing in any of the arguments that have been put to me today to withhold from Sir Ian Buckland and his family permission to dispossess themselves of the holdings in the manner they have chosen to do.”

  Rudd felt a hand gripping his arm and turned to Buckland. “We’ve won!” said the Englishman. Rudd thought there was a reserve to the excitement.

  It took a further fifteen minutes for the proceedings to close formally. As soon as they emerged into the corridor outside, Rudd hurried to his counsel and said, “Is there going to be an appeal?”

  Dray shook his head. “I was waiting for notice to be given,” he admitted. “I gather from Jenkins that his people thought it would take too long.”

  “What then?”

  “I think they’re going to rely upon a counter-bid to swamp you.”

  * * *

  The decision came at midday, with an afternoon’s trading to go. Rudd had both Hallett and Bunch monitor the reaction through their brokers, going personally to the gallery of the Exchange. Hallett got back to Grosvenor Square first, with Bunch following ten minutes behind. With the previous night’s analysis already available, it only took the lawyer minutes to make his calculations.

  He looked up to Rudd, shaking his head. “We’ve committed ourselves to another $1,500,000 on margin,” he said. “And as far as I can calculate we’ve only picked up another six per cent of the votes.”

  “Forty-six per cent,” said Rudd reflectively.

  “You’re too short, Harry,” said Bunch. “Way too short.”

  “There’ll be more, on a full day’s trading.”

  Bunch shook his head again. “One per cent, maybe two at the outside. The big holders are waiting.”

  “How long do you think I’ve got?” said Rudd.

  “Talk in the City this afternoon was a week. Maybe ten days at the outside.”

  “I could always top Haffaford’s,” said Rudd. “I’ve still got a lot of liquidity left.”

  “For margins, not completion,” said Bunch. “Don’t dig a deeper hole for yourself than you’re in already.”

  “And even margin buying is going to become more expensive,” warned Hallett. “The Ordinary and Preferential are going up, in anticipation of Haffaford’s offer.”

  Rudd laughed, a humourless sound. “Doesn’t sound much does it, five per cent!” he said.

  “As far as you’re concerned, Harry, it’s as wide as the Grand Canyon,” said Bunch.

  “I thought you’d be more excited,” said Margaret.

  “We won a battle, not the war,” said Buckland. “He’s still six per cent short.”

  “I’m sorry for you,” said Margaret sincerely.

  “It was predictable.”

  “Goodbye,” she said.

  “Goodbye.”

  41

  Rudd moved nervously around the flat, anxious for her to arrive. There weren’t any flowers, he realized; she’d liked flowers. He looked at his watch. Too late to get any now. Should he have thought about food? He didn’t want to eat. What if she did? They could go out. He grimaced at the thought. They’d never been out publicly. He’d suggested it, more than once, but Margaret had always held back, nervous of their being seen. Was her decision to hold back? Or to come with him? In his anxiety Rudd began seeking omens. She could have rejected him finally on the telephone, without the need for a meeting. And she’d made the call to him. His spirits lifted. It was an obvious conclusion and he was irritated it hadn’t occurred to him before. He looked at his watch again. He’d expected her before now. What if she’d changed her mind? The concern rose and fell like a leaf in the wind. There would have been some contact, if she weren’t coming. She’d be there sometime. He went to the window overlooking the square, straining out to look for her. He thought he saw her once, walking down from the direction of the embassy, and smiled instinctively in anticipation before realizing it wasn’t her: soon after a taxi pulled up directly outside and he leaned against the window. A man got out and went into an adjoining building. Rudd turned away, gazing back into the empty apartment. Had he lost in his effort to control Buckland House? It didn’t look good, he decided objectively. The likelihood was of his picking up one or two per cent, that was all. Only a miracle could get him more and Rudd didn’t believe in miracles.

  The effect of this realization registered and Rudd frowned. Here he was, expecting a woman to announce she was going to leave a millionaire husband for him and what did he have to offer? Everything he owned was being committed to what now appeared to be a futile attempt to achieve the takeover and realistically he had to accept his future with Best Rest was uncertain. Was it fair to ask her to make the financial sacrifice as well as every other sacrifice that would be involved?

  She didn’t use her own key but rang for him to admit her from the street, from the push-button internal security lock. He stood at the door of the apartment, holding it open for her when she emerged from the lift. She was wearing one of the black dresses she had worn in court, and a hat and gloves. He thought she looked business-like and efficient and wondered if that were the intention. If it were, the hesitation in the tiny vestibule spoiled it. He smiled and said, “Hello.”

  “Hello,” she said. She didn’t smile.

  He stood back for her to enter. The first time since the row, he thought; and since other things. He thought she looked beautiful and he wanted her so much.

  “It’s good to see you again,” said Rudd. “Like this I mean.”

  Margaret didn’t make any response.

  “Can I get you something?” he said.

  “No thank you.” She sat down demurely, knees tight together, her hands in her lap.

  “I didn’t mean it to happen like it did,” said Rudd, nervously apologetic. “The embarrassment … the publicity, all that sort of thing.”

  “It did though, didn’t it?”

  “It wouldn’t have been so bad if there hadn’t been the shareholders’ meeting: everyone was prepared after that.”

  “It’s immaterial now,” she said dismissively.

  “Not if it hurt you, it isn’t,” he said.

  “It did,” she said. “It hurt like hell.”

&nbs
p; The silence stretched between them awkwardly. Rudd tried to think of all the things he’d planned to say but the words weren’t in his head any more. “Nothing’s changed,” he said. “As far as I’m concerned, nothing’s changed.”

  “I tried to hate you,” she said, finding it as difficult as he was. “When it was all going on I told myself it was all your fault and that all the filth was coming out because of you and I tried to hate you. But nothing came.”

  Rudd felt the hope deep within him, a physical sensation of warmth; if she didn’t hate him there was only one other feeling she could have.

  “I love you too,” he said.

  She stared at him for a long time. Then she said, “Did Ian tell you what happened in Cambridge last weekend?”

  Rudd shook his head. “No,” he said.

  “I refused to give up any of my personal Initial holdings: said I’d been abandoned enough. His mother surrendered four per cent and Vanessa three. Ian had to make over his entire personal holding of nine per cent. He’s only got the joint holdings left.”

  “What’s this got to do with us?”

  “Ian says your offer isn’t being taken up.”

  “We’re short,” admitted Rudd. “About six per cent.”

  “I’ve got six per cent,” she said.

  “I don’t want to talk about shares and takeovers,” he said, irritably. “You said you’d decided.”

  “No, Harry,” she announced, simply. She was surprised her voice was so strong.

  He stared at her, shaking his head in disbelief. “You don’t mean that,” he said.

  “I do.”

  “You’re scared.”

  “Right,” she said at once. “I’m scared to death.”