by J G Alva
Harold Thomas patted down his suit and straightened his tie. He looked uneasy. His eyes flicked to Nick as if he was responsible for his bosses dark thoughts. That showed an encouraging amount of perception.
“Well,” Harold said, and fussed some more with his tie. “Mitchell Cole is on the London Stock Exchange. If you were to acquire a sizeable amount of the shares, all things being equal, it could be yours.”
“Wait,” Nick said. “I don’t know anything about shares. When was it put on the stock exchange? And why?”
“When Mr Karipidis called,” Harold said, handling some notes, “I did a little research. To answer one of your questions: when, was a year ago. As for the why, well...for one very good reason: to generate investment capital. It was a good move.”
“Why was it a good move?” Nick asked.
“Well,” Harold said, “in order for a company to expand you need investment capital, and floating it on the stock exchange is perhaps the best way of generating it. Unlike a loan, there is nothing to pay back. And shortly after the previous managing director died, uh...” – Harold flicked through his notes – “a Mr Nicholas Mitchell, the new managing director, Mr Michael Ross, put forward a sound plan of expansion.”
“Okay,” Nick said.
Harold looked at him, clearly fearing he had not understood anything.
“In order for a company to be floated on the stock market – in this case, the London Stock Exchange – the company has to approach an issuing house, which will either be a bank or a stockbroker, who pretty much mastermind the whole thing. In this case, Mitchell Cole approached their bank, Merchant Hammond. They drew up something called a prospectus, which is a document detailing the company’s operating history, a sound business plan, and a robust operating system. The application to float Mitchell Cole is known as an initial public offering, or IPO for short, and in the case of Mitchell Cole, at the time of the IPO, ten million shares were issued at £1.10 per share.”
“Is that good or bad?” Nick asked.
Harold nodded curtly.
“Good for a company of this size, but the share figure is not just derived from the value of the company itself, but also from things like the state of the market at the time. Ten million shares at £1.10 a share meant that Mitchell Cole was worth approximately £11 million at the time of the IPO.”
Nick looked quickly at Yilmaz.
“So how do we go about getting it?” He asked.
Harold said impatiently, “I’m getting to that. Shareholders have a vote in how that company is run, but as a rule this is generally left to the directors. As it should be. In the case of Mitchell Cole, Michael Ross and his board of directors – namely Arthur Keats and of course the wife of the late Mr Mitchell – together own 50.1% of the shares. This means they have the controlling interest, and no outside shareholder, or group of shareholders, can overrule any decision they make. And why should they? This, however, does not give us any way of being able to mount a takeover bid with any success, as we could only, theoretically, acquire 49.9% of the shares. Assuming we could get all of the other shareholders to part with their shares, that is. And that’s highly unlikely.”
“What is it you are meaning, theoretically?” Yilmaz asked.
Nick thought that Harold might be enjoying this. His manner was open and enthusiastic.
“There are procedures in place that govern a takeover bid, to ensure nothing underhand goes on. For example, if two or more shareholders working together own 5% or more of the shares, they have to declare themselves. They are a ‘concert party’. And if the combined shares of these individuals working together equals 29.9% of the shares or more then they have to automatically make a bid for the rest of the shares. And if that happened, in this case, I believe you would not be able to acquire all the shares, and the takeover would stop before it had started. And if a takeover fails, you have to wait another year before you can try again.”
“I don’t like it,” Nick said to Yilmaz. “They would see us coming.”
“Yes,” Harold said, his careful eye on Nick. “They would see you coming. And even if you could acquire 49.9% of the shares, a takeover bid has to be agreed by the remaining shareholders – in this case, if you actually had 49.9%, this would only leave the board of directors. A takeover is rarely a straightforward procedure. And if they continued to own the controlling interest, I see no reason why they should accept the takeover bid.”
“Why not?” Nick asked.
Harold sighed as if he had a very dull pupil on his hands.
“Mitchell Cole is a successful company. Month by month the share price has continued to rise. Financially, they are very healthy. I’ve read a little bit about them, and they have invested their capital soundly. There would be no need for any of the directors to sell their shares.” Harold shrugged.
“So that’s it?” Nick exclaimed, angry despite himself.
Harold blinked at him behind his thick glasses.
Yilmaz made a calming motion with his hands towards Nick. He turned to Harold.
“We are wanting this company. Money is not a problem. Tell me how we can get this company. How is it to be done?”
“Legally, there is no way,” Harold said. A little desperately, Nick thought.
“But,” Yilmaz said, his eyes flicking quickly to Nick, “if we could bend the rules to make it so, what must we do?”
Harold was again flustered.
“Mr Karipidis, you can’t do anything, there are procedures – "
“Mr Thomas, you are a good man, and it is to you a credit, but many companies are taken over every day, and this cannot all be done within the rules, no? So I am asking what there is to do to make the company – how shall we say? – available. Is there not ways to do this?”
“Well,” Harold said hesitantly, and then played with his tie.
“Yes?” Yilmaz prompted.
“There are two ways, I suppose. One way is to harm the company itself. Somehow. Make it desperate for more capital. If the company was floundering the share price would automatically come down, and then the directors would have to raise capital to bolster the business any way they could. Hedge funds, and so forth. Get a loan from the bank in exchange for preference shares, that sort of thing.” Harold shrugged.
“So the question is how to make the company flounder,” Yilmaz said.
Harold looked deeply upset in that moment.
“Mr Karipidis, I am not comfortable with these sorts of questions – "
Yilmaz said softly, irresistibly, “do not worry yourself, Mr Thomas. Leave that to me. How is this to be done?”
Harold chewed on something and then said, “there are several ways it could be done. Share price is based on confidence in the company, and if rumours got out that there were problems the share price would drop. A lot of shareholders would lose a lot of money, and the directors would have to do something about that. With nobody buying the shares, the company would be in debt, to the point where they might be financially crippled. Even have to stop trading altogether. If they had to raise capital the directors themselves might sell their shares, and then a takeover bid truly would be possible, but...to attack the company itself would make acquiring it pointless. A company that isn’t trading isn’t a company at all; you’d get only asset value for it. And who would want to buy a dead company anyway?”
Yilmaz said thoughtfully, “who indeed.”
Nick said, “you said there were several ways. What’s the other?”
Harold said, “Mitchell Cole is a strong company. I, personally, believe that rumours wouldn’t really do it much harm. It has a broad customer base, and it provides technical solutions in a market not altogether swimming in options. Short of a fire, there really would be only one way to...to make it flounder.”
Nick said, “how?”
Harold looked at Nick.
“The bank. At the moment all their transactions are with Merchant Hammond. I know, I’ve checked. Merchant Hammond have even purchased shares,
10% I think. If the bank were to withdraw its support...”
“They’d be stuck,” Nick finished for him.
“But the bank won’t withdraw trading with them,” Harold said quickly. “Mitchell Cole is a sound investment. A bank would have to be out of its mind to turn its back on that.”
“Without some – what is the word? – influence, no?” Yilmaz suggested.
Harold turned to him.
“Without something to replace it, at the very least.”
“Hm.” Yilmaz was thoughtful. “What is the name of this bank again?”
“Merchant Hammond,” Nick said, smiling.
All of a sudden, Harold Thomas looked more than nervous; he looked scared. As if he had suddenly realised that this wasn’t all a hypothetical game they’d been playing.
Nick said, “you said there were two ways. To acquire the shares. You said one way was to harm the company. We’ve established the ways to do that. What’s the other way to get the shares?”
Harold licked his lips. Sweat had popped out on his top lip. He looked pleadingly at Yilmaz.
“Mr Karipidis – "
“My friend is waiting an answer,” Yilmaz said.
Harold stared down at his desk, and then looked at Nick.
“Harm the directors in some way,” he said. “I mean, on a personal level. Get them to a point where they have to sell their shares. If even one of the directors sells their shares they no longer have a controlling interest, and if you then had 50.1% of the shares or more you could call something called an extraordinary board meeting and use your shares to vote the other directors off the board, and replace them with whomever you want.” He spread his hands. “The company would be yours.”
Nick looked at Yilmaz. They stared at each other a moment, neither of them saying a word. Nick’s mind was spinning with all of the possibilities they had been presented with.
Yilmaz broke the moment by turning to Harold and saying, “I would like you to begin buying shares, Mr Thomas. I do not want people to know that it is myself, so you will buy them through my different companies, only small pieces, lots of small pieces. Can you do this?”
Harold licked his lips again, stared at Yilmaz, and then bowed to the inevitable.
“Of course,” he said.
“Very good.” He turned to Nick. “And we must visit the bank, I think. Yes?”
◆◆◆
"Honestly, I feel fine," Rebekah said.
Dr Collins examined the scar with a penlight.
He made a strange noise in the back of his throat.
"How did this happen?" The doctor asked.
Yilmaz said, "an accident of hunting."
The medical man looked at Yilmaz with dry eyes. He was old enough to have seen everything, more than once. His bald pate was liver spotted, and what hair he had left was a dark grey and grew down to his collar. He stared at Yilmaz for a long time.
"And you're her father?"
Yilmaz nodded.
"Yes."
He looked to Nick.
"And who are you?"
Nick smiled.
"Boyfriend."
"Right."
The doctor turned back to Rebekah.
He stared at her, and then sighed as if giving up on her.
"Everything looks alright, but I'll order X-rays," he said. "It shouldn't take more than a couple of hours. If you wouldn't mind waiting in the Lounge, I'll have someone come and get you when we're done."
◆◆◆
Yilmaz's generous pockets had once again opened doors, this time to a private clinic in Clifton. It was more like an office block than a doctor's surgery, and the Lounge was more like someone's living room than a waiting room. A flat screen TV on the wall was tuned to the BBC news channel. Yilmaz turned it off as soon as they entered.
Nick sat on the larger of the two cream leather sofas and pinched the bridge of his nose. He was starting to get a headache.
"She is fine," Yilmaz said.
"I know."
"Do not worry."
Nick shook his head.
"Yilmaz, she was shot and survived for two years on an island with no medical assistance. She's pretty hardy."
"Then why are you worried?"
Nick shook his head again.
"I don't know," he admitted.
◆◆◆
A nurse collected them from the Lounge and led them back to Dr Collins' office.
Rebekah was sat in a chair in front of his desk when they entered. She turned to him and gave him a wan smile. She looked like she had been crying.
"Rebekah?" He said, his heart rate going up a notch. "Is everything alright?" He searched her eyes, and then checked the doctor.
Dr Collins gave him a long searching look.
As if giving up on him too, he dropped a pen on his desk and said, "she's fine. No bullet. No infection. She's okay."
"See?" Rebekah said, smiling that sad smile.
She got out of the chair and came to him. She wrapped her arms around him. He enveloped her.
Quickly, she pulled back, grasping his hands instead.
"You looked worried," she said.
"I'm not worried."
"Liar."
Dr Collins said, "you have a small amount of Hypertrophic scarring, but it's nothing to worry about. Still, to be on the safe side, I'm going to write you a prescription for some mild steroid cream. Just put a small amount over the scar twice a day for the next few weeks. It should get rid of the residual swelling."
Dr Collins wrote a prescription quickly and ripped it from the pad. He held it out to Rebekah and she came and took it.
He said, "we also offer some excellent plastic surgery services here. I wouldn't suggest that you do anything now, but in the future, if it bothers you, then there are some painless procedures that can minimise the scarring."
Rebekah said, "but I don't need it."
"No," Collins said, staring at her thoughtfully. He sighed again, as if bored with it all. "You're perfectly healthy."
Rebekah nodded.
She turned to Nick.
"I told you," she said.
"You did."
"Anyway, I kind of like the scar," she said, touching it with her fingers. "It's like a badge of honour."
"A battle scar," Nick said.
"Exactly," Rebekah said, staring into his eyes. She looked sad suddenly, and abruptly turned away. "Can we go now?"
◆◆◆
There were tears at the door to the penthouse suite.
Kate and Rebekah cried a little at first, and then Rebekah and Agathe cried a lot. They hugged like old friends, and the sight of them seemed to melt some of the sourness that had been building in Nick. These were all good people, he thought, and until his recent misfortune he hadn’t realised how rare that was.
It got to the stage where Nick had to break them up, lest they be stuck in the hallway saying goodbye forever.
“You must call,” Agathe said to Rebekah.
“You know I will, Agathe,” Rebekah said, hugging her again.
“Are we ready?” Nick asked, for about the hundredth time.
“Yes,” Rebekah said, pulling away from Agathe and patting her cheeks free of tears. She turned to Yilmaz. “Yilmaz. My hero. Give me a hug.”
Yilmaz hugged her.
“You are a very special person, Rebekah,” Yilmaz said. “Very strong.”
She pulled back from him and fixed him with that brilliant blue stare.
“Will you do me a favour, and look after Nick for me?” She asked.
They both looked at Nick.
“What?” Nick said.
Yilmaz smiled.
“Of course.”
She hugged him again.
“Thank you.”
She released Yilmaz, picked up a holdall on the floor at her feet, and without looking back strolled down the hall to the lifts where Nick was waiting. Nick raised a hand to Yilmaz and went after her as she entered the lift.
She stood wiping tears from her eyes.
“Here,” he said, bending to reach for her bag. “Let me take that.”
It was all he could think of to do for her.
◆◆◆
Rebekah's aunt had moved back to Reading.
It took a good hour and a half to get there, but in Yilmaz's comfortable limousine it was an easy hour and a half. Their driver hardly spoke, and that was just fine with them.
“My mother died when I was young,” Rebekah said, in the back of the limousine. “Committed suicide.”
“Jesus,” Nick said, shocked. “You never told me that.”
“I don’t really remember anything about her. Agathe’s like the mum I never had. Or older sister. God, I’m going to miss her. And Kate. She’s like my little sister. I’m going to miss all of them.”
“You’ll see them again.”
“I suppose.”
There was silence a moment.
“I don’t understand why Yilmaz named her Kate,” Nick said.
“Oh,” Rebekah said. “It’s because they spend a lot of their time in England, and they wanted her to go to school here, and they wanted her to fit in. So they gave her an English name.”
“Right. Makes sense.”
As they neared Reading, Rebekah’s face grew tight.
The day was overcast and the light did little to lessen the pinched look on her face; she didn’t really want to go back to her aunt but, as she had told Nick the night before, she couldn’t reside on Yilmaz’s good graces forever. She had already stayed long enough.
It was early afternoon when they finally reached Reading, and stopped down the street from her aunt’s house. Reading seemed a friendly enough place, at least to Nick’s eye. It was a town of a reasonable size, with a lot of history: a crumbling Abbey, a museum with a Victorian replica of the Bayeux tapestry hanging in it, and of course the university. It was busy…but not too busy.
Rebekah’s aunt’s house was a pleasant bungalow that squatted under the wings of a ragged pine tree. The house was a little bland, but other than that seemed comfortable.
Nick turned to her.
“Do you want me to go in with you?” Nick asked. “It’s going to be a bit of a shock for her, I think.”
“No,” Rebekah said, staring at the house. Nick was ashamed to feel so relieved. “It’s best if I’m on my own.” She looked at him then, took his hand. “So,” she said, smiling a small sad hurt smile. “Here we are.”
