Page 143 of Guilty Pleasures

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Roger looked enviously around the grand Hampstead home of his friend Alan Parker, desperate to get the pleasantries over with so that they could talk business. He had little in common with his old school pal and talk at the dinner table of Alan’s life in his City firm of solicitors and the renovation of their new Umbrian villa had almost driven Roger to tears.

‘That was splendid, Beatrice,’ smiled Alan, looking fondly at his wife as she cleared away the remains of the pannacotta.

‘Coffee for everyone?’ said Beatrice, clearly eager to busy herself with more domesticity.

‘Rebecca, why don’t you go and help?’ said Roger. ‘I just have to go and discuss a few matters with Alan.’

Rebecca pulled her mouth into a tiny pout before acquiescing. Roger had called Alan several days earlier for some off-the-record legal advice about the eco-hotels proposition. He hadn’t yet mentioned it to Rebecca – she would have got too excited – without knowing first if he could afford to jump in with Ricardo, both financially and legally.

‘So, to business,’ smiled Alan, walking out of the room and returning with a manila folder and a decanter of brandy. He shut the dining-room door and returned to his seat.

‘You have a 20 per cent shareholding in Milford that you want to get rid of,’ he said, pouring Roger and himself a generous measure. ‘Is that correct?’

‘That’s right. A superb business opportunity has come my way so I want to liquidize a few of my assets,’ said Roger a little boastfully.

‘Do you have to sell the Milford shares?’ said Alan taking a sip of his claret.

Roger bristled at Alan’s implication.

‘Of course not,’ said Roger blustering. ‘but frankly, now Saul is no longer with us I’m losing interest in the company. I feel my money would be better tied up elsewhere.’

Alan pulled a slight face that irritated Roger immensely. A look that said: I disagree with you.

‘Well, I’m no expert in the luxury goods sector but from what I read in the business pages, your niece appears to be turning the company around nicely. Perhaps if you held off on selling them for another year or so … ?’

‘I shouldn’t be saying this,’ said Roger, leaning forward as if to share a secret, ‘but Milford is all smoke and mirrors. A party in a shop and a few bags hanging off the arms of celebrities does not a corporate renaissance make.’

Alan nodded.

‘In which case, you should take a look at this.’ Alan opened the file and pulled out a thin document which had various paragraphs of text highlighted.

‘Thank you for getting me copies of Milford’s Articles of Association and Memorandum. Have you actually ever read them?’

Roger shook his head.

‘It’s what we pay lawyers to do,’ he blustered.

‘Everything looks very straightforward, nothing too onerous – except paragraph four of the attached shareholders agreement.’

He handed it to Roger whose eyes scanned the page.

‘So other shareholders have a first refusal option on the shares?’ he said, looking up at Alan.

‘Do you think they will want them?’ replied Alan.

Roger shook his head condescendingly. ‘My sisters Julia and Virginia who each have 5 per cent have neither the desire nor the money to do so. But Emma is on such a power trip that perhaps she will be sniffing around them.’

‘She’ll almost certainly want them,’ agreed Alan taking a sip of brandy. ‘Buying your shareholding would take her over 75 per cent and she could control the passing of special resolutions. Essentially it would put her in an unassailable position.’

Roger snorted, his face looked pinched. He hated the thought of Emma claiming an even bigger prize.

‘Well, she might want the shares but I seriously doubt she could personally raise the money to buy them. Milford might be a donkey but to somebody who knows what they’re doing, it’s a potentially valuable business. What do you reckon it’s worth then?’

‘I have no idea. I’d need to see the accounts, assess company debts, its assets,’ replied Alan. ‘It’s a recovering company but it’s hardly Gucci.’

‘Ball park?’ said Roger eagerly. ‘Fifty million? Which would make my shareholding worth nearly ten mill.’ He had stood up now and was pacing around the room. ‘I figured about ten million,’ he muttered as if he was talking to himself. ‘Emma couldn’t afford that. So we’d throw it open, maybe get a few companies interested. I was thinking LVMH or the Richemont Group, or maybe one of those private equity organizations. That would push the price up – there’s plenty of people prepared to pay top dollar for a heritage company like ours.’