Pay Off (6 page)

'Who?' she asked.

'David,' I said. 'My daft brother.'

She drove in silence, handling the car expertly in and out of the twisting bends back towards Edinburgh.

'I have to go back to London. Tonight,' I said and winced inwardly as her face fell.

'No, you don't,' she answered and flicked her pony tail in annoyance. 'I meant what I said about the cracks starting to show. I've got a couple of big headaches and I need your help.'

'Tell me,' I said, prepared to be convinced.

'The main one concerns Crest Electronics. I'm having trouble convincing them that they should go ahead with their employee share ownership scheme. They know they can afford it, they know the benefits it'll bring, and I've trotted out all the old arguments until I'm blue in the face. They've got one foot poised over the edge, they just have to be persuaded to take the plunge. I think you'd swing the balance. Will you stay?'

I couldn't help but smile. 'Yes, I'll stay. You knew I would.'

'I hoped.'

'One day,' I said. 'One day is all I can spare. Then I have to get back to London.' Tony could wait twenty-four hours.

'Agreed,' she said, and drove me to her Edinburgh flat where we spent the night, together but apart.

Shona and I had made the unspoken decision years ago not to get involved. Friends yes, lovers no. People who 47 knew us as a pair found it hard to believe that it was possible for us to work so closely together and to perform as well as we did as a team without going to bed.

We'd never talked about it but it came to a head a couple of months after we'd set up Scottish Corporate Advisors, and were spending the night in a hotel in Aberdeen after helping an up-and-coming diving firm negotiate a six-fgure loan from the Clydesdale Bank.

We'd booked separate rooms but we were so high on the adrenaline of a job well done that we spent most of the evening at Gerards, a top class restaurant, not just for the food and drink but for the sheer pleasure of each other's company, basking in the glow of mutual success. We were talking and laughing and touching as the waiters waited patiently to close up for the night, and then we reached the point where our eyes met and the air was thick and time stopped and we either had to take it further or kill it.

I can still remember the moment as we both silently came to the same conclusion, and we smiled and Shona shook her head slowly. What we had was too important, too special, too precious, to risk spoiling. It would follow a pattern that could end with us losing everything. I read it in a book once, one of Stephen King's I think, but I can't remember which one. 'First it was love,' he wrote, 'then it was like love, and then it was over.' Becoming lovers would have given it a beginning, a middle and an end, and I didn't want ever not to know Shona.

I guess what we had now was love without being lovers. And we had the business. We knew we were heading for the top, together but apart.

We were in the office bright and early going through the newspapers.

It's surprising just how much business you can pick up that way, from profiles of businessmen on the way up, recruitment advertisements pointing to a firm expand- ing and maybe in need of new capital, rumours of multinationals moving into Scotland to take advantage of Scottish Development Agency incentives and the twenty per cent unemployment rate, all were opportunities waiting to be grasped.

I ploughed through the Glasgow Herald while Shona read the Scotsman. Glasgow and Edinburgh are separated by a forty-minute train ride but they're poles apart, and nowhere is that more reflected than in their newspapers. Neither is a true national newspaper, they are far too parochial for that. There's hardly any overlap in circulation, which has led to both becoming complacent in their newsgathering, each maintaining only a token presence in the other's camp. There's no competition because a Glaswegian would no more think of buying the Scotsman than he would of giving up his seat to a lady on the bus. Equally, if you see a copy of the Herald in the capital then it was probably brought over by a passenger on the early morning train, and he was almost certainly riding in the first-class compartment. But any Scottish businessman worth his salt reads both.

My sortie down south had cut me off from much of the Scottish news, which always gets a poor showing in the English papers and London-based television. It's a different country, no doubt about it.

The people from Crest arrived at ten, there were three of them carrying identical black briefcases, middle-aged men starting to thicken around the waist after too many expense account lunches and too many hours at their desks.

Normally Shona and I tried to meet our clients on their home ground, it puts them at ease, but they'd wanted to get away from their factory for a few hours.

It was a coddle. Shona had been right; the three of them, the managing director, his deputy, and the financial director, all knew what they wanted, their minds were already made up. All they wanted was to be told what clever chaps they were and to have their egos massaged. By both of us.

I'm in two minds about employee share schemes. Its supporters will tell you that it gives the workforce an interest in their company as well as an incentive to keep the firm on a healthy profits curve. It's supposed to cut down absenteeism, reduce strikes, slash wastage and probably cure the common cold.

I suppose I'd better explain how it works. A company agrees to set aside a proportion of its profits, usually above a certain limit which it sets itself, and it converts the cash into shares which it then divides among the workforce according to salary, length of service and so on. Some of the country's biggest firms do it - ICI has one of the longest running and they reckon it's a great success. Me, I'm a cynic. I reckon most employees prefer a cash bonus to the shares and anyway it usually ends up getting pissed against a wall. And there's a lot to be said for working for one company and holding shares in a competitor - that way if your employer goes bust you don't lose your savings as well. Still, we were getting a very healthy fee from Crest for setting up their scheme, so who am I to knock it?

Crest Electronics is one of the Scottish new wave companies, non-union, full of earnest young men and women grateful to have a job and keen to work long and hard for the good of the firm. They'd have been right at home in Japan, in fact it was the land of the rising yen that had saved many of them from the dole queue. The Japanese had set up a few assembly plants in Scotland along with their American counterparts, and before long they'd created the socalled Silicon Glen, and anybody who was anybody, Motorola, IBM, National Semiconductor, had to be represented north of the border. Soon the big boys were investing 50 ~

millions in wafer fabrication facilities to churn out tailormade silicon chips, and there was a golden opportunity for local entrepreneurs to get in on the act, supplying services and components.

But unlike Aberdeen, where the locals were quick to make a killing by ripping off the oil industry, the Scots were slow to exploit the sunrise industries, with one or two notable exceptions.

Crest is one of those exceptions, manufacturing things like circuit boards and electronic bits and bobs that I couldn't begin to understand. Profits had risen through the roof and they'd be going public before long, assuming the bubble didn't burst.

They wanted to share their good fortune with the workforce and Scottish Corporate Advisors was more than pleased to help.

There were a few minor creases to be ironed out, and they'd wanted to redo their profit forecasts in the light of a pick-up in advance orders, but they left after an hour and a half eager to tell the workers the good news at the next daily industrial liaison discussion circle, or maybe they'd interrupt the lunchtime aerobics class. Whatever, our five-figure fee would be in the post.

'You didn't really need me today,' I told Shona as she drove me to the airport.

'Don't you believe it,' she said. 'They aren't the only clients who are getting edgy because you're not around. We're not a one-man band, we're a team. When we bill them it's on the basis that they're getting both of us, our combined experience and skills, not just mine. Your 51 presence convinces them that they're getting their money's worth.' The voice hardened, it had an edge that I didn't like, I'd heard her use it on bolshy carpark attendants and unhelpful shop assistants. On a good day she could use it to slice cheese. 'Let's be honest, you're not pulling your weight. For the moment I can handle it, but not for much longer.'

Message received, Shona, loud and clear, don't rub it in. 'I'll be back soon, I promise. Three weeks maximum. Cross my heart.'

She nodded curtly and didn't say another word until she dropped me at the airport and kissed me on the cheek. 'Be careful,' was all she said before driving off. At least she didn't say 'Don't go.'

The first time I met Tony Walker was more of a head-on collision than a meeting. We were both after a small meat processing firm in Paisley, outside Glasgow. It did little more than take in ecarcases at one end and throw out plasticpackaged joints and chops at the other. It had been a family-run business for years but the directors were a far cry from the nineteenth-century founders.

They all drew very high salaries, ridiculously high in view of the dwindling sales and non-existent profits. They drove around in brand new BMWs, except for the old man of the firm who kept the chairman's title, salary and Rolls.

In its heyday Young's Meat Processing pie was a gold mine, and during the sixties it had gone public with investors desperate to buy shares. Things started to go wrong some fifteen years later, and by the time Tony and I were interested it was on the slippery slope to liquidation while 52 the family swanned around in their flash cars and spent more time on the golf course than they did in the office.

The main factory was run-down and nothing short of demolition would put it right, and customers were vanishing as the big supermarket chains pushed north of the border. Young's once had a healthy stack of gilts and for a long time the interest from them had boosted profits, but they had gradually been sold to pay off borrowings and the firm was now sinking deeper and deeper into debt.

It did have one worthwhile asset, though, and it was more than enough to keep the vultures hovering. Young's had a Stock Exchange listing, and I was approached by an upand-coming grocery chain which wanted to go public but which didn't want the expense or the trouble of going to the market on its own.

My brief was to arrange a mutually beneficial takeover, an agreed bid that would give my client the prestige of a public company - and access to City fund raising - and give the Young's family the chance of taking the money and running. Or more likely driving away in the BMWs. Easy enough, you'd think, and normally it would have been but in this case I'd reckoned without Tony Walker.

He'd spotted the potential of Young's as a shell company all the way from London and had managed to buy up about three per cent of the shares in the market for �72,000. He'd then persuaded one of the older directors to sell him his stake for cash and that took Tony's holding to twelve per cent, and then he started putting pressure on for a seat on the board.

Tony had started professional life as an accountant, but soon realized he could do a lot better by running companies himself instead of just looking after their books. He'd borrowed something like a quarter of a million pounds from his father, a retired farmer, and started buying strategic stakes in companies ripe for takeover.

It was a bit like betting on racehorses, but more often 53 than not the favourite romped home and the winnings piled up. Then he came to the conclusion that he could do even better if he took part in the race himself, buying shares in companies and then negotiating for them to be taken over, more often than not from a position of authority within the firm. He usually made a double profit, a healthy manage- ment fee from the company and a boost to the value of his shareholding, which he would sell soon after the bid went through.

He was doing the same at Young's and had just got his seat on the board and had a West Midlands electronics company all ready to reverse into it when I came onto the scene. By then the share price was already on the way up, partly because the market was well aware of Walker's reputation and also because you can't do anything in this business without making ripples and the brokers knew there was a battle in the offing. My only chance was to put together an agreed bid, a package that all the directors would accept and recommend to the rest of the shareholders.

My tack was to appeal to their chauvinism and play on the Scottish roots of my client, 'Wouldn't it be a terrible shame to let this proud Scottish name be taken over by a crowd of heathen Sassenachs, remember Culloden', and so on. My pleas fell on deaf ears and glazed eyes while Tony was out wining and dining the sixty-eight-year-old matriarch of the Young's clan and playing golf with the rest of the board at a level well below his seven handicap.

I was fighting an uphill battle and the City watchers of the Clasgow Herald and Scotsman had just about given up on me when I decided to take Shona for a meal in one of Edinburgh's plusher restaurants.

We'd planned to overhaul our strategy in a bid to snatch victory from the jaws of this wide-mouthed London predator, but as it turned out we saw Tony Walker shoving smoked salmon and shrimps into his mouth in a secluded booth with the chairman who had hired me to spearhead his S4 offer for Young's. Shona and I turned on the spot and drove back to our office in Charlotte Square without speaking.

Not until we had walked through the door did she say, 'Bastard, bastard, bastard' with a venom that was not com- pletely out of character. She flung herself into her dark green leather chair and put her feet on her desk, knocking the blotter to one side. 'Bastard, bastard, bastard.'

There were any number of reasons why Tony could be having a quiet tete-a-tete with our client: a shared interest in good food was one, a chance meeting was another, but they were both about as likely as scoring a hole in one on the Old Course at St Andrews by teeing off at Bearsden Golf Club.