‘Now I know this looks bad,’ he was saying, ‘but I was really just checking on the soundness of the construction materials. It’s absolutely essential that we know our investment is being—’
‘Look, mate, I’ve read about people like you in the papers. There are words for people like you: not very nice words, most of them.’
‘Perhaps this isn’t the best moment,’ said Thomas, ‘but I really am a huge fan of yours. I don’t suppose you could manage an autograph at all …?’
‘You’ve really slipped up this time, matey. The thing about Shirley, you see, she’s a lovely girl. Very popular round here. Young, too. So you’re in big trouble if you ever get caught doing this sort of thing again.’
‘I do hope we’ll be seeing you back on the television soon,’ said Thomas desperately, wincing from the pressure on his arm. ‘Another series of Hancock’s Half Hour, perhaps?’
They had reached a door to the outside world. Sid pushed it open and let go of Thomas, who breathed a heavy sigh of relief and started brushing down his trousers. When he turned to look at Sid, he was surprised to see his face now contorted with fury.
‘Don’t you read the papers, you ignorant pillock? Me and Tony are history. Finished. Kaput.’
‘I’m sorry, I hadn’t heard.’
And it was at this point that Sid James took a deep breath, pointed a wagging finger at Thomas, and sent him on his way with the parting words which were still fresh in the old man’s mind nearly thirty years later, as he sat chuckling over the incident with his brother Henry by the warm, homely fireside of the Heartland Club.
Perhaps inspired by his visit to Twickenham Studios, Thomas had a number of peepholes installed in various key locations at the Stewards offices when he became chairman of the bank. He liked to know that he could spy on his juniors’ meetings whenever he wanted, and to feel that he had an advantage over everyone else who visited or worked in the building. It was for this same reason that he considered the chairman’s office itself to be such a masterpiece of design: for the oak panelling on the walls was, to all appearances, unbroken, and any visitor trying to leave at the end of an unsuccessful interview might spend several fumbling minutes looking for the door before Thomas would rise to his assistance with an air of tired expertise.
This feature was itself symptomatic of the secrecy in which all of Stewards’ business was habitually cloaked. It was not until the 1980s that merchant banking began to lose its gentlemanly, recreational image and take on a sort of glamour which threatened to encourage a tiny (though still, in Thomas’s view, profoundly unhealthy) flicker of public interest. To some extent he brought it upon himself. Recognizing the huge profits which were to be made from advising the government on its privatization programme, he took aggressive steps to ensure that Stewards secured itself a substantial share of this well-publicized business. He thoroughly enjoyed snatching these huge state-owned companies from the taxpayers’ hands and carving them up among a minority of profit-hungry shareholders: the knowledge that he was helping to deny ownership to many and concentrate it in the hands of a few filled him with a deep and calming sense of rightness. It satisfied something primeval in him. The only place Thomas could find even greater, more lasting fulfilment, perhaps, was in the area of mergers and takeovers.
For a while Stewards led the way in the upsurge of takeover business which swept through the City during the first half of Mrs Thatcher’s reign. It rapidly became clear that if a bank could prove itself capable, against the odds, of helping its clients to swallow up other, more profitable companies (not necessarily smaller ones), then there was no limit to the kind of services it would be able to sell them in the future. Competition between the banks intensified. New terms such as ‘bid fees’ and ‘success fees’ were introduced into City parlance, and it became an increasingly important part of Thomas’s job to mobilize ‘bid teams’ made up of banks, brokers, accountants, lawyers and PR advisers. New methods of financing the bids were devised — using the bank’s own money, for instance, to buy shares in the target companies, or underwriting generous cash alternatives to share offers — which were benignly waved through by the City’s self-regulating watch-dogs. By comparison, the series of largely uncontested mergers which Thomas had negotiated on behalf of his cousin Dorothy and her Brunwin group during the 1960s and 1970s now seemed very modest.
The Guinness trial, carefully timed during the run-up to a general election to prove that the government was taking a strong line on financial malpractice, put a temporary check on the more ruthless procedures. To find a classic instance of Thomas’s methods, then, you would have to look back to the halcyon years at the beginning of the decade, when Stewards’ profits from corporate finance were running at about £25 million and they were advising on thirty to forty takeovers a year. Of these, the case of Phocas Motor Services is about as representative as any.
Phocas was a profitable and highly regarded engineering firm based in the Midlands, supplying a wide range of parts, designs and accessories to the motor industry. They made batteries, central locking devices, in-car stereos, heaters, ventilators, fans and most small electrical components, and had a permanent research and development team working on safer, more responsive versions of existing steering and braking systems. At the beginning of 1982 it became known that a multi-national company working in a similar field was interested in buying them up. There was every reason to believe that the takeover would have been a friendly and beneficial one: the company in question had a track record of realistic expansion and good industrial relations.
Their bid, however, was contested by a flamboyant tycoon who happened to be one of Stewards’ most prestigious clients. He knew very little about the motor industry — most of his holdings were in publishing, retail and sport — and many City observers found it hard to see why he had decided to involve himself at all; but his entry now ensured that this would become one of the most closely fought takeover battles of the year. Both companies were intending to bid for Phocas with their own shares, and so it became the task of their respective bankers to quietly set about the business of mounting share support operations.
It was never going to be a fair contest. At Stewards, Thomas had a limitless range of contacts to whom he could turn for help, both in industry and the City; he was also unhampered by scruple, and had the not inconsiderable advantage of being on terms of close personal friendship with some of the most important members of the Takeover Panel. It was unlikely that any of his more belligerent tactics would earn anything worse than a gentle rap on the knuckles. Precise details are hard to come by, but it’s believed that he clinched the deal by going to another, smaller merchant bank and persuading them to buy several million pounds’ worth of his client’s shares; when their price soared in the closing days of the bid, the bank came back to him and told him they were thinking of selling; and to forestall this disaster, he persuaded his client to mollify them with a deposit, interest free, of the exact sterling equivalent of the current price of the shares in an unnumbered Swiss bank account. Even though this practice — the use of a company’s own money (or, if we’re going to be finicky about this, the money of its employees and shareholders) to support its own share price — was to become the subject of a criminal prosecution in the wake of the Guinness scandal, Thomas was never able to see anything wrong with it. He liked to refer to it as a ‘victimless crime’. It was something of a gamble, admittedly, but one which in his experience almost invariably paid off, and if there was anything at risk, how could he be expected to see it? Blinded by the many screens which had been put up between himself and the rest of the world, he was no longer in a position to catch even the most fleeting glimpse of the people whose money he was gambling with.