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The new director pointed out that the part of them could form a quorum and hold a directors’ meeting able to pass a resolution binding on the company. At the major’s insistence, a letter was still sent to the other four directors, simply stating that it was intended to hold a board meeting to discuss company business, including the possibility of making a share issue.
In the event, only the company secretary, the City solicitor, turned up. The resolution was passed and the a
Existing shareholders were given first choice to buy the stock and were sent allotment letters for the appropriate number of new shares. They were also given the right to apply for any shares not subscribed by those to whom they were originally offered.
Within a week, papers and checks signed by Messrs. Adams, Ball, Carter, and Davies, forwarded by the Zwingli Bank, were in the company secretary’s hands.
Each man opted to buy fifty thousand of the new shares, including those originally allotted to him because of his existent holdings.
The shares had to be issued at par, which was four shillings each, and, with the existing shares standing at less than a third of that price, it was an unattractive offer. Two City speculators noticed the press a
Some idiot in Wales agreed to buy a thousand shares, even at the too high price, and another three thousand were bought by eighteen other shareholders scattered around the country, who apparently could not do basic arithmetic or were clairvoyant. Mr. Roberts, as a nominee director, was not in a position to buy for himself, since he owned no stock. But at three in the afternoon of May 20, the closing date of the offer, he subscribed for all the 296,000 remaining unsold shares in the name of the Zwingli Bank, which in turn was buying these on behalf of two of its customers. Their names happened to be Edwards and Frost. Again the bank used designated accounts of its nominee company.
In no case were the rules of the Companies Act regarding disclosure broken. Messrs. Adams, Ball, Carter, and Davies each owned 75,000 of the shares from their first purchase and 50,000 from their second. But as the number of shares now in circulation had risen from 1 million to 1.5 million, each man held less than 10 per cent and was able to remain anonymous. Messrs. Edwards and Frost each owned 148,000 shares, just under the 10-per-cent limit.
What did not appear in public, or even to the directors, was that Sir James Manson owned 796,000 shares in Bormac, an overwhelming majority. He controlled, through Martin Thorpe, the six nonexistent shareholders who had bought so heavily. They could, through Martin Thorpe, direct the Zwingli Bank in its dealings with the company, and the bank controlled his contracted servant, Mr. Roberts. Using their proxies, the six invisible men behind the Zwingli Bank, operating through Harold Roberts, could make the company do anything they wished.
It had cost Sir James Manson £ 60,000 to buy the original shares, and £ 100,000 to buy up the bulk of the new issue of half a million. But when the shares reached the predicted £100 each, which he was sure they would do after the chance “discovery” of the Crystal Mountain in the heart of Bormac’s Zangaran franchise, he stood to make £ 80 million.
Mr. Roberts was a contented man when he left the Bormac offices after hearing how many shares his six Swiss-based stockholders had been allotted. He knew that when he placed the share certificates in the hands of Dr. Martin Steinhofer, there would be a handsome bonus for him. Although he was not a poor man, he was relieved to know his retirement in comfort was secured.
In Dinant, Sha
“Tune to be going,” said the Belgian.
Sha
“That’s when we go over,” said Marc. “We ought to get these trucks out of town before they become too noticeable. We can park by the roadside for the rest of the night.”
They did park, but none of the men slept any more. Instead they smoked and played cards with the pack Vlaminck kept in the glove compartment of his truck. Sitting under the trees by the Belgian roadside in the darkness, waiting for the dawn, feeling the night air on their faces, each could almost think he was back in the African bush again, about to go into action, except for the flashing lights through the trees where cars headed south on the road to France.
As they sat through the wee small hours, tired of playing cards, too tensed to sleep, each fell back into his old habits. Tiny Marc munched the remnants of the bread and cheese his girl, A
18
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