City grandees gather in Bumi battle that puts reputations on the line



When, in the spring of 2010, Nat Rothschild came up with the idea of raising money to take advantage of the continued boom in the mining sector, not even he could have predicted the outcome.

Within six months, the cash shell, Vallar, struck a deal with Indonesia's Bakrie family to reverse a number of Indonesian coal assets into it and what could have been a beautiful working friendship was born.

The outright end of the remains of that friendship the result of a series of complex twists and turns well documented in this paper and others was on display for all to see on Thursday at the headquarters of the Honourable Artillery Company, on the edge of the Square Mile.

Behind the barracks' black painted grills and amid tight security, around 200 or so people gathered to hear claim and counter-claim from Rothschild, scion of the banking dynasty, and his foes on the board of Bumi (Other OTC: VLLRF - news) , the company Vallar eventually became.

But the one thing that was striking, given this has been one of the most high-profile corporate spats the City of London (LSE: CIN.L - news) has seen in years some would argue more than a decade was that the number of actual individual shareholders gathered for this extraordinary general meeting (EGM) was minimal.

Yes, there were the usual long-winded questions from a small number of small shareholders that are the lifeblood of any public company general meeting.

One, Michael Napier, even went so far as to ask that given Rothschild's skills as a financier, and the Bakries' connections in Indonesia, why couldn't everyone just get along for the greater good? Unfortunately, Napier was missing the point.

Rather than private investors, those gathered in the HAC's Prince Consort Rooms included bankers, lawyers, public relations specialists, and other advisers all keen to ensure that the side they were working for came out on top.

This was not simply Rothschild versus the Bakries. No, the company also had its own advisers, as did Samin Tan, the company's chairman.

The months-long row has seen some of the best known names in the City pitted against one another on various sides. Advisers from banks Rothschild, Credit Suisse, JP Morgan and accountants PwC have all been involved, alongside solicitors Freshfields, McFarlane, Slaughter and May and Berwin Leighton Paisner. The PR bill alone must be sizeable, with Finsbury, Maitland, Powerscourt and FTI Consulting (NYSE: FCN - news) all fighting different corners.

Their presence was obvious to any experienced observer of such meetings small shareholders, as a rule, do not tend to wear high-end suits on a cold February morning, and do not tend to be stuck to their BlackBerries ad infinitum .

Putting the result of the meeting to one side Rothschild managed to remove two of the 12 Bumi directors he was looking to and get one of his place-men on to the board what was really at stake here was not just the reputations of those involved, hence the cacophony of advisers, but the reputation of the City itself. And this reputation has been placed on the line not just in the UK, but in Asia and the US, given Bumi's much more diverse shareholder base compared to when Vallar first raised funds in the summer of 2010. The City's ability to regulate and monitor situations as toxic as Bumi is key if investors are to have confidence in investing here.

From a broad perspective, the outcome at Bumi was never going to restore the City's reputation. Whichever side claimed victory, there would always be losers.

But it has raised real questions about the way in which some of the City's key institutions operate. The role of the UK Listings Authority (UKLA), which vets companies' standings before shares are allowed to be traded on the London Stock Exchange (LSE: LSE.L - news) , should be scrutinised. The UKLA's warm attitude to listing cash shells, which Vallar originally was, allows situations like this to arise more so than in traditional company listings.

In addition, the role of the Takeover Panel, which at times in the run-up to the EGM appeared to be deluged with a variety of claims and counter-claims that were being raised with it over concert parties, share ownership and shares in issue, has also come to the fore. Others might question how a board seemingly so well staffed by City grandees allowed the situation to become so toxic in the first place.

Clearly such fiercely complex and well-financed battles are not commonplace, but the City's overseers need to be adequately robust to ensure that when they do occur, the Square Mile is not the one whose reputation is left in tatters.

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