Due Diligence

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Due Diligence Page 33

by Grant Sutherland


  He opens his hands. ‘I’m sorry?’

  ‘We’ve traced Twintech to source.’

  For the briefest moment I see that I’ve pierced his armour. But then it’s gone, and he’s laying his hand on the agreement.

  ‘If there’s been a fraud, that would constitute a material change in Carlton Brothers’ circumstances. You realize that.’

  ‘Whose idea was it?’ I ask him.

  He folds his arms. He tells me that in the light of this new information he might have to reassess his bid.

  ‘Oh, I’m sure you will.’ I pick up the agreement. ‘Because at 218 a share, it’s a steal.’

  ‘Your father disagrees.’

  ‘My father doesn’t know what I know, Mr Gifford. Not yet. But if you wish me to tell him, I'll oblige.’ I toss the agreement back onto the table. Gifford regards me steadily. ‘You’ll have to change the number,’ I say.

  He doesn’t flinch. He tells me he’s not sure what we are discussing. How? How did I not see this? Whitehall and Westminster? What do those two places have to teach a New York banker about duplicity and deceit?

  ‘A revised bid,’ I tell him. ‘A change in the terms of the merger.’

  ‘In the light of this fraud?’

  ‘Among other things. You pay three American Pacific shares for one Carltons, Mr Gifford, or the deal’s off.’

  He murmurs that the idea is ridiculous. I point to the unsigned agreement.

  ‘Ridiculous, Mr Gifford, is taking someone like Tony Mannetti and making him the Managing Director of a bank like Carlton Brothers.’

  ‘He’s a professional.’

  ‘Of a kind. So professional that our compliance people couldn’t figure out how he’d managed to make such a complete balls-up over Parnells. Why he went on holiday, leaving orders for a share purchase that nearly scuppered the Meyers’ bid. I expect you noticed what that reference to the Takeover Panel did to our share price?’

  ‘I’m not answerable for your employees. And if the . agreement’s unacceptable to you, I don’t see that we have anything further to discuss.’

  ‘We can discuss who Mannetti’s really been working for since he joined Carlton Brothers,’ I say. ‘Me, or you.’

  Gifford rises from his chair and turns to leave.

  ‘If you don’t sit down,’ I tell him quietly, ‘you’re going to finish the night in a police interrogation room. Take your pick.’

  He faces me again. But he doesn’t sit.

  ‘Twintech,’ I say. ‘Does the name seem familiar?’

  ‘Make your point.’

  ‘Twintech was the vehicle for the fraud. Twintech was being run by Owen Baxter, and Owen Baxter was being run by Charles Aldridge. And Aldridge ’ - I point — ‘was being run by you.’

  Gifford smiles. ‘Really?’ he says, shaking his head, and at this moment I could quite happily knock his gleaming teeth down his throat. But instead I stand and begin a slow circuit of the room. ‘You wanted Carltons, but you knew that without the agreement of my family — my father and me — you had no chance. So you approached Charles Aldridge. Or he approached you?’ I look at Gifford. He makes no comment. ‘Together you came up with a way to shake us loose. Mannetti was a Trojan Horse. With one stupid deal he made both our Funds Management department and Corporate Finance look ridiculous. In the meantime, I was chasing my tail with Twintech.’ I stop by the fireplace. ‘It wasn’t Daniel who sent that anonymous note to Penfield, was it? It was you.’

  ‘This is absurd.’

  ‘Do you know Gerald Wolsey?’

  He says the name means about as much to him as my story.

  ‘He’s with the DTI. When their inspectors came calling, I thought it was Wolsey doing the dirty work for Darren Lyle. I spoke to Wolsey two hours ago. He’s quite adamant it was Aldridge who caused the visit.’

  ‘This seems to be a roundabout way of saying that you're not selling.’

  ‘Oh, but I am.’ Returning to the table, I place a hand on the agreement. ‘Three American Pacific for one Carltons.’

  Gifford reminds me of Carltons’ closing price this afternoon: 203.

  I lean towards him. ‘You had Daniel murdered, Mr Gifford. What’s it worth to you not to spend the rest of your life in gaol?’

  He doesn’t so much as blink. He remains quite still.

  ‘I presume I had a motive,’ he says, as if humouring me.

  What was it that Hugh said way back at the start of this? His friend at Scotland Yard? Love or money: the only two motives for murder.

  ‘Twintech was your fail-safe,’ I say. 'The bomb you were going to explode under us if you couldn’t shake us free any other way. But Daniel found Twintech. And he found Owen.’

  ‘That gives your Mr Baxter a motive. Not me.’

  ‘But what if Owen had told Daniel the same thing he’s telling Ryan right now? That Twintech was a systems check. Speak to Aldridge.’

  Gifford holds my look.

  ‘Or even simpler. Owen panicked when he found Daniel was onto him, and that panicked Charles Aldridge. Charles sent the panic up the line to you.’

  ‘I see,’ he says, smiling again. ‘And then I shot him.’

  Far from unsettling Gifford, my speculation appears to have convinced him that I don’t know enough to cause him any real harm. And the truth is, he’s right. There isn’t one bit of this that can be pinned on him directly. Not only did he not pull the trigger, but all the rest of it went on at one remove as well. Mannetti. Owen Baxter. Even Aldridge. Gifford has built up the separating layers like a fortress. And he’s done more than just that: with Aldridge’s help, he has set Owen up to be arrested for the murder. Sooner or later, Ryan would have heard that tape; and by sending that anonymous note to Penfield, Gifford has ensured that Twintech’s been uncovered, and that Owen has named Aldridge. Gifford's allies, though they don’t realize it, are being cut free.

  Gifford is surprised by what I’ve managed to uncover, I’m sure of that. But he isn’t frightened. Plausible deniability: he has it in spades.

  And so I deal my one ace, straight from the bottom of the pack.

  ‘No,’I say. ‘You didn’t need to shoot Daniel. You hired Axel Dortmund for that.’

  It catches him clean, his mouth opens in surprise. The name of the murderer: I know it, and Gifford doesn’t know how. There’s absolutely no doubt in my mind now.

  I move around the table. ‘Daniel’s murder what was that to you? A successful piece of opportunism? Another chance to stick the knife into Carltons while you set Baxter up?’ My voice is low and hoarse. A flicker of real fear passes over Gifford’s face. ‘After I what you’ve done, do you think I'm going to let you stroll away with Carlton Brothers for 218?’

  He grips the back of the chair. With a visible effort, he holds himself steady.

  I lean in, very close to him now. ‘You pay up, or I take the statement I have from Axel Dortmund, and I give it to Inspector Ryan.’

  Fear. He doesn’t go to pieces — that’s not how he is. But I see the fear at the back of his eyes. Given that I’ve somehow tracked Dortmund down, this lie about the existence of a statement is quite plausible to Gifford. And it’s getting through to him that I am in deadly earnest.

  ‘And if that doesn’t bother you,’ I conclude, ‘I’ll walk out of this door right now, I’ll get up in front of everyone out there — and that’s everyone you’ll need if you ever want to do business on this side of the Atlantic again — and I’ll tell them what I know. And, Mr Gifford, if you think you can survive a court case, I promise you, in the City you’ll disappear without trace.’ I drop my pen onto the unsigned agreement, ‘Three for one. Change the number, and sign it. Now.’

  He looks down at the papers. In cash terms, an extra 109p for every share in Carltons. All up, it will cost Gifford’s bank just over one hundred million pounds. He looks to be trying to puzzle out some way of struggling free from the snare; trying, and failing.

  ‘What happens to the statement?’


  Not a confession, he’s too sharp for that; but a tacit admission of guilt.

  ‘It’s with my lawyer. If I happen to have a mysterious accident, he knows what to do with it.’

  ‘I'll have to consult my board.’

  ‘You can call them after we’ve made the announcement.’

  ‘They’ll object.’

  ‘Then you’ll have to convince them, won’t you.’

  His board, as we both know, is completely his creature; they will do as he says. And as he turns my proposition over, the fear seems to leave him. He thinks he’s getting my measure now. I am not the zealot he feared. All I want is more money. I am a banker, just like him.

  He touches the agreement. ‘And what guarantee do I have that this is the end of the matter?’

  I lean down close to him, and I say it very quietly. ‘My word is my bond.’

  He is back there where I want him now, uncertain, and a little afraid. There’s a noise outside the door. He glances over his shoulder.

  ‘Change the number and sign it before they get back, Mr Gifford. Or you’re done.’

  He hesitates. The money doesn’t worry him: American Pacific spent almost a billion dollars on acquisitions last year, not a cent of it came from Gifford’s pocket. No, what worries him is me; he’s not sure that I can be trusted. But whether he trusts me or not, he has no choice here. Slowly he seems to realize that. Eric Gifford, Daniel Stewart’s murderer, is screwed.

  At last he picks up my pen, amends the number, and signs.

  21

  * * *

  ‘What the devil happened?’ My father whispers it from the corner of his mouth.

  We’re standing side-by-side on the platform. In front of us the room has fallen silent, everyone facing Gifford who has stepped forward to make the announcement.

  I raise a finger to my lips.

  Later, I say.

  Then we listen. Gifford makes it brief. Speaking through a fixed smile, he recounts the virtues of Carlton Brothers: tradition, a sense of fair play and integrity, the usual City roll-call. He dwells a little longer on the qualities of American Pacific. The upturned faces, the City worthies and their wives, all nod their complacent agreement. There's a ripple of applause when he mentions the name of someone in the room. I notice Vance and Penfield off to one side: having seen the amended price, they’re watching Gifford with bafflement, waiting for some explanation as to why he’s thrown so much money away. When Gifford nears the end of his announcement, he lowers his voice and hurries over the terms of the agreement. At the news of my father’s immediate retirement, and my departure within the month, heads turn our way. There are whispers, but no one’s really surprised: a changing of the guard was inevitable. The whispering dies as Gifford comes to the real matter of interest, the only question that ever counts here in the Square Mile: how much has he paid?

  Finally it comes.

  ‘The consideration for which,’ Gifford says, ‘shall be three ordinary class shares in American Pacific for every one in Carlton Brothers.’ And immediately he steps down from the platform.

  Some at the back haven’t caught the figure, but down at the front people turn to each other and give free rein to their surprise. Gifford, politely but firmly, is shouldering his way to the exit. The murmur grows. It’s dawning on everyone that the humbling of the Carlton family hasn’t turned out quite as expected.

  Penfield senses the mood, he steps onto the platform and shakes my father’s hand. ‘Well done,’ he says.‘Congratulations.’ Polite applause starts, and a few voices call their own congratulations from the floor. My father looks at me, still uncertain. When we shake hands, there’s more applause. I lean forward.

  ‘I’ll see you at home later.’

  Stepping down from the platform, I make my way through the crowd to the door. Everyone wants to shake my hand. I smile and smile, and shake hands and keep moving. As I pass from the throng, Vance’s' voice rises behind me. He calls on my father to make a speech.

  When I turn, my eyes meet Vance’s over the sea of heads. He gives me a dry, somewhat doubtful smile, then lifts his glass in a private toast above the crowd. Later, I know, he’ll want an explanation: as with Hugh, he won't get one.

  My father begins his speech, the last rites of Carlton Brothers. With a parting nod to Vance, I turn and leave.

  22

  * * *

  The house seems more empty than ever. My weekend bag sits unzipped at the foot of the bed, the wardrobe doors are open, and I still haven’t finished packing for tomorrow. The day has been every bit as bad as I expected. And now, at 12.00 p.m., my father has finally arrived. He climbs the stairs calling my name.

  ‘In here,’ I answer. ‘The bedroom.’

  A moment later he’s standing in the doorway. I swing my feet over the edge of the bed and sit up.

  ‘Gifford’s not taking my calls,’ he says.

  Rising, I cross to the wardrobe, searching the drawers for another pair of thick socks. I remark that Gifford’s probably halfway to New York by now.

  ‘Shouldn’t be surprised,’ my father says. ‘Not the way he left after the announcement.’

  Turning, I lob a pair of rolled socks into the bag. My father sits. I bring out a jumper and some vests and drop them into the bag too. Then I shut the wardrobe doors and zip the bag closed.

  ‘What happened, Raef?’

  ‘He was underpaying.’

  ‘That’s not what I asked.’

  I study the zip a moment. If it was just Gifford, I would have no hesitation; but what do I tell my father about Charles Aldridge? How do I explain that he has been betrayed by a friend?

  ‘Gifford paid the right price. I suppose we can’t leave it at that?’

  I look up. He turns his head, eyeing me steadily: he wants an answer. Sliding the bag across to the door, I tell him this will have to be family rules. He nods and waits. There really is no avoiding this.

  ‘Gifford was behind the Twintech fraud,’ I say. ‘And that cock-up that landed us in front of the Takeover Panel. That too.’

  He just sits there. For a moment I wonder if he’s understood what I've said. But then he says, ‘Johnstone?’

  ‘No. Mannetti said it was Johnstone. But Mannetti set that up, he's been working for Gifford all along. The Managing Director’s office at Carltons was going to be Mannetti’s pay-off.’

  My father looks appalled. As well he might.

  ‘It gets worse,’ I warn him.

  ‘Eric Gifford. But why?’

  ‘He had to shake us free. Mannetti’s deal in Parnells made Carltons look bad in Funds Management. And in Corporate Finance. If that didn’t work, he had Twintech up his sleeve. He was battering away on all fronts.’

  My father can’t take this in. ‘Gifford?’ he says again.

  ‘Eric Gifford. Our American friend.’

  I lean against the doorframe now, arms folded, giving him a minute to recover. And I look at him. Suspicions. Bats in the twilight.

  ‘But we approached him,’ he says, confused. ‘He wasn’t the instigator, we were.’

  ‘I wasn’t.’ When he looks up sharply, I add, ‘And I’m not so sure that you were either.’

  He turns this over. His face clouds. ‘Charles?’

  ‘Remember last Saturday night at Boddington? After the shoot? Who was it that said Lyle was going to take a run at us?’

  ‘But Lyle was going to.’

  ‘No he wasn’t. Lyle never had any intention of bidding for us. But as long as we thought Lyle was behind our troubles, we weren't looking anywhere else. I had my eyes off the ball.’

  ‘You said it was Lyle spreading that rumoyr.'

  ‘About reneging on a payment? Yes, that was Lyle. But that was much later. He was just getting in on the act. He wanted to stop the Meyers’ bid. He saw us on our knees, so he put the boot in. Darren at his best.’

  My father shakes his head. Not Charles. Not his friend. He reminds me that it was he himself who invited Gifford down
to Boddington last Sunday. And it was then that the first overtures were made.

  ‘Think back,’ I tell him. ‘You know how Charles operates. Are you sure you weren’t responding to any prompts? Over the past few weeks, or months maybe, are you sure Charles wasn’t pointing you in a certain direction? The direction he wanted you to go?’

  He reflects a moment. And what he remembers bows his shoulders. My guess, I surmise, was right.

  ‘Last Sunday wasn’t the beginning,’ I say. ‘It was the end of Charles’ campaign to have you open the door to Gifford.’

  And then I take him through every little detail of the operation piece by piece, all the problems we’ve had this past week. I tell him what Karen Haldane found on Mannetti, and how Hugh trapped Owen Baxter. I take him right up to my final meeting with Sir Charles this afternoon. I explain that when Owen named Charles, a lot of small things seemed to click into place for me. Charles, naturally, dismissed the charge out of hand; in fact he barely acknowledged the accusation. Why should he? Who was going to take the word of a suspected murderer over that of Charles Aldridge? Plausible deniability. But then Aldridge made that call from his study. And who was the first person Charles rang after being told of Owen Baxter’s arrest? Eric Gifford.

  And when I read that number on Aldridge's phone, at long last the full picture fell into place. I went to see Wolsey: not only weren’t the inspectors sent by him, he also had nothing to do with that scene at the Select Committee hearing. Charles Aldridge again. I contacted Johnstone too, he confirmed what Karen had found. And finally, at the livery hall tonight, I had my five minutes with the man himself: Gifford. The only thing I do not mention to my father now is the tie-up with Daniel’s murder. The way he looks, pole- axed by what Charles Aldridge has tried to do to us, that final piece of knowledge can wait.

  When I finish, he seems shattered. His eyes are moist. ‘Raef,’ he whispers.

  That’s all, just my name; but that is enough, now I know. The last vestige of doubt finally clears. Charles Aldridge, I am absolutely certain, was not acting in concert with my father. Unburdened, I go and place a hand on his shoulder.

 

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