Malcolm flinched at the Memorandum of Understanding in Dixon’s outstretched hand. He turned away, deliberately refusing even to touch it. ‘Where did you get that?’
‘During our brief conversation in the car park at Oake this morning,’ continued Dixon, ‘you made a remark that seems very interesting in the light of this document. You said the cider farm had been in your family for five generations and you were hoping it would stay that way. You said much the same at the wassailing.’
‘It’s a family company, always has been and always should be. All of us want it to stay that way, except our majority shareholder.’ He sat down in a leather office chair, behind a large desk with matching leather inlay, and lit a cigar. ‘My brother, Robert, was the eldest, then there’s my sister, and I’m the youngest. My father, in his infinite wisdom, decided to leave the eldest child the majority shareholding, so instead of leaving us one-third each, he gave fifty per cent plus one to my brother and basically twenty-five per cent each to me and my sister. It’s the plus one that gave my brother control of the company. Father’s thinking was that it would avoid disagreements if one of us had outright control.’
‘What happened when your father died?’
‘Robert was in Saudi Arabia, so he came home to run the company. I was operations director, and I’d been working at the cider farm since I left school – but, no, he came home and took over.’ He left the cigar balanced on the edge of an ashtray, the plume of smoke gradually fizzling out. ‘In fairness to him he did a good job. We’d been bottles only up to that point, but he decided cans were the way forward, then we expanded into exports, and now almost all of our production is for the overseas market. The new canning plant was his brainchild too, and the day it was opened he was out on that bloody motorbike of his, and bang. Dead.’
‘And now Jos is the majority shareholder?’
‘Appointed himself chairman and chief executive when he turned eighteen. I’m still the operations director, though, and my sister is the finance director.’
‘What does Jos know about the cider business?’ asked Dixon. A deliberately leading question.
‘You might well ask.’ Malcolm flicked the ash off his cigar. ‘He didn’t even complete his A levels. I was hoping he’d go to university and do business studies, or something like that, but it wasn’t to be.’
‘Your brother’s will left his shares to Jos rather than his wife?’
‘Diana was well provided for, and it was inheritance tax efficient.’ Malcolm shrugged. ‘The company shares were eligible for business property relief and the rest went to Diana under the spouse exemption, so there was no inheritance tax to pay at all.’
Dixon was standing with his back to the fireplace, not that the wood burning stove was lit. He’d already looked at the photographs: children at various ages, playing sport or on stage at the school play. Some of Malcolm skydiving. It seemed he owned a glider too.
‘What about the approach from Diagent?’
‘They’d been sniffing around for years. Ever since we started exporting in earnest, I suppose. We’ve got a healthy turnover and we’re an attractive proposition for them. Profitable, and the deal would open up new markets for their other products. They’re exclusively beer, wines and spirits, so it would be a good fit.’
‘But you’re against it?’
‘I am. And my sister is. There’s no way my brother would’ve gone for it, either, and my father would turn in his grave at the very thought. It’s a family business. Always has been. We employ forty people, and they’re as much a part of the Oake family as we are.’
‘You’ll do quite well out of it, though, surely?’
‘That’s not the point. I do quite well enough as it is, thank you. I don’t need the money, or want it for that matter, but my sister and I don’t seem to have a lot of choice. Jos is the majority shareholder and he’s decided the sale is going ahead. We took legal advice on it, but short of going to court, there’s nothing we can do. And even if we fought it, we’d probably lose.’
‘I’m guessing there are drag-along rights in the Articles of Association in that case?’ asked Dixon.
‘He can drag us along with him – kicking and screaming – if the company is being sold; force us to sell our shares to the buyer whether we want to or not. If we wanted to fight it, we’d have to prove it was unfairly prejudicial to the minority shareholders, and we were advised we’d be unlikely to succeed. The provision has been in the Articles since before we became shareholders, so . . .’
The door opened, a head appearing. ‘Are you coming back to the party, darling? Eddie is about to make his speech, then we’re going to do the raffle.’
‘Give me a minute.’ Malcolm stood up, waiting until the door closed behind his wife. ‘Eddie is our parliamentary candidate,’ he said, rolling his eyes. ‘He’s a nice chap, but thick as two short planks. Don’t quote me on that.’
‘How advanced is the sale?’ asked Dixon.
‘Very. And it’s been conducted in absolute secrecy up to now – negotiations, everything. Nobody outside the family knows, so I’d be grateful if this was treated in the strictest confidence.’
‘The staff don’t know?’ asked Jane.
‘Especially not the staff, and if the press got hold of it before the official announcement is made, I dread to think what might happen. It’ll need to be very carefully managed. There are people coming down from Diagent’s PR company on Tuesday. There are all sorts of confidentiality clauses in the contract, as you might imagine. It’s a bloody nightmare, really. There’ll be hell to pay with the staff when they do find out.’
‘When is completion?’
‘Monday. The team from Diagent and their lawyers are travelling down from London in the morning, and there’s a meeting in the boardroom at Oake starting at midday. Disclosure first and, all being well, completion after that. I’m told it will go on for as long as it takes and it could be a late night.’
‘One hundred and twenty million,’ said Dixon.
‘That’s the figure in the Memorandum of Understanding,’ replied Malcolm, edging his way towards the door. ‘It’s since been tweaked a bit, so it’s sixty million in cash, and the remainder in shares in Diagent Plc. There are earnouts and share options too. I’m going to remain as operations director, so actually it’ll make very little difference to me on a daily basis, it’s more the principle of the thing I’m struggling with. A twenty-one-year-old boy decides we’re going to sell the family company and there’s nothing I can do about it.’
‘Are you angry about it?’
‘No, I’m not angry. I wouldn’t say I was angry. More fucking livid, if you’ll pardon my language.’
Chapter Thirty-Six
He was aware of the pain first. A dull ache from the left side of his forehead, radiating across the top of his skull. A searing pain behind his eyes too; he hadn’t had a headache like this since that fist fight at the rugby club when he lost his front tooth. Concussion, he’d been diagnosed with, and there’d been no painkillers known to man that had touched it for days.
Eyes still closed, Cole was listening to the sound of running water behind him – in a drainpipe, possibly. Listening for anything else.
His arms were behind him, the feeling slowly returning, but he couldn’t move them. They were tied at the wrists; it felt like cable ties to the back of a chair. Legs too, cable ties at the ankles. Tight, cutting in.
Sitting upright at least.
He tried to open his eyes, but they felt as if they were glued shut. Congealed blood, if the taste in his mouth was anything to go by.
He ran his tongue over his front teeth; both still there. Small mercies.
He raised his shoulder as high as he could, turned his head, trying to wipe his eyes on his coat. Grimaced, unable to reach.
