Corporate partner Martin Saywell (right) led a Simmons & Simmons team which helped his shipbroking client Horace Clarkson give £8m back to shareholders after an unsolicited bid.
After rejecting a 130p-a-share offer from mutuals manager Charles Taylor Group, the board realised it would quickly have to boost the shareholder's value, including share price – which then stood at 129.5p. It needed to buy back shares, but Stock Exchange rules force companies to wait 15 days to implement a buy-back through tender offer.
The quicker option – getting a broker to buy the shares directly from the market – would not have given the company much control of the price at which shares were bought.
The solution was for broker Cazenove to make a tender offer rather than the company. Saywell and Cazenove believe this is the first time this has been done. Cazenove made a “tender” offer to shareholders to buy shares between 130 pence and 160 pence per share. The company was then able to buy from Cazenove 30 per cent of the share capital at the lower end of the price – 130p. However, the move does not appear to have boosted the share price. Last Wednesday shares were trading at only 97.5p.
Alongside Saywell in the Simmons team were head of corporate Jerry Walter, tax partner Nick Cronkshaw and assistant Hedley Goldberg.