CITY AND SUBURBAN
High noon in the Abraham Lincoln Room for the Bishop of the Savoy
CHRISTOPHER FILDES
It is almost worth buying a Savoy share to go to next week's meeting. A 'B' share will cost you £260, but the humble 'A' share, cheaper because a 'B' carries 20 times as many votes, will still get you in. Make your way to the Abraham Lincoln Room. Observe the Savoy's glittering board — Sir Anthony Tuke (Barclays, RTZ and the MCC), Sir George Christie (Glyndebourne), John Kemp-Welch (Cazenove), Michael Richardson, the old Cazenove hand who has made N.M. Roth- schild a formidable force once again in City fights. Look out for a figure whom you may well take for a benevolent bishop. This is Sir Hugh Wontner, director of the Savoy for 47 years and chairman for 36. Beaming, roseate, guileful, he saw off all the master bidders of his long day, and remains at the centre of the struggle for control between Trust House Forte (with more shares) and the Savoy defenders (with more votes). In that struggle, this meeting could be decisive. It is being fought over a deal of the early 1970s, when the Savoy took over the Lancaster Hotel in Paris, paying in cash and shares which were allotted to its owner, Emile Wolf. The 'B' shares in this transaction finished up in the hands of a newly established charitable foundation based in Switzerland. This foundation was governed by a group of four, including Sir Hugh, his daughter, and his son-in-law. The foundation is regarded by the Takeover Panel as acting with the board in defence of the Savoy, and holds 5.77 per cent of the votes. With them, the defence has a small working majority, without them its majority would be too small to be, for long, tenable. The Com- panies Acts require a holding of this size to be disclosed, but the Foundation only got round to this two years ago — its governing group explaining, with a pretty confusion, that it had not realised that English law applied to Swiss shareholders. If Sir Hugh really missed that point, it must have been the only one. It is on him that THF is now concentrating its attack. It maintains that he arranged for the shares owned by the foundation to be issued under cover of the purchase of the Lancaster, but that they did not form part of the purchase price. It maintains that the allotment and issue of these shares was invalid, and that they should be taken off the register. It wants to ask the courts so to rule. Sir Hugh denies all THF's allegations. The shares were properly issued and allotted, he says, and some months after the purchase of the Lancaster it was agreed between M. Wolf and him that they should be settled on a suitable charity, to supplement the Savoy's training facilities in promoting excellence in hotel management. Now a committee of Savoy directors has called next week's meeting, to ask shareholders to resolve that no legal action should be taken by the company or in its name, and to ratify the allotment and issue of the foundation's shares. If the resolution is carried, the Savoy board would resist THF in the courts by arguing that disputes between sharehol- ders should be decided by shareholders as was ruled in the case of Foss v. Harbottle, two Victorian litigants after whom the Savoy's managing director has named his goldfish. This time, though, the Savoy defenders cannot rely on their nor- mal working majority. The foundation (more precisely, the bank nominees acting for it) will not vote. Every other vote will tell. The Savoy directors are rallying the doubters with a powerful appeal to their pockets, based on the only point where they and THF come close to agreement. THF says the share prices are too high, the Savoy says that if THF got control without making a bid the prices would collapse, THF says that it would make a 'fair' offer. Keeping up the struggle is what keeps up the share prices. The meeting next week will be a close run thing, but, after many years of watching the Savoy's directors in action, I do not think they would have called the meeting if they did not believe they had the votes to win it.
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