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  • Peter Smith

FRIDAY 4th FEBRUARY 2000; I Think I've Had Enough ...


There is a little positive news in The Times this morning. The banking analyst from HSBC has come out in favour of our independence. He believes the risk is too great and the bidders have made promises that will be difficult to fulfil even if it was an agreed merger. However, a Deutsche Bank analyst supports the RBS bid on the grounds that it offers slightly more cash than BoS. But he does add that "Independence is possible but not likely."


I meet with two ladies from internal audit. They are expecting a quick overview from me about Redgrave, but I give them an hour and a half of my unexpurgated thoughts about it- positive and negative. It is a bit of an unburdening and I feel better afterwards! Audit can be useful allies to make sure things are done properly if we do go ahead.


At the Redgrave (our proposed procurement jv with Andersens) governance group meeting, I come close to a real row with the HR Director. I wrote a note this week suggesting that, even if we couldn't give staff much detail at the moment, we could at least agree some basic principles such as we would preserve pension rights and redundancy entitlement, and that there would be some sort of staff "ownership" (options or similar) in the new venture. He tells me that things aren't that simple, and we can't make promises like that.


So, does that imply we do intend to make people worse off? I really don't think I've got the message through. This is not like outsourcing the office cleaners. Most of my staff could find other good jobs very quickly and easily. If we mess people around they will just leave, and NatWest will end up as part owners of a non-performing company with severe morale and retention problems.


By the end of the meeting I feel as stressed as I have for a long time. Partly, it is the months of uncertainty getting to me. But I think I have decided that, whatever happens, I don't want to lead Redgrave. At the moment, I am not sure I trust NW to do the right thing for my team. I have more faith in Andersens to handle things properly. My main concern though is the obvious hostility from my colleagues to the whole concept of Redgrave. That will make it very difficult to succeed whatever the "contract" says. I just don't think I want to devote the next couple of years of my life to fighting battles with NatWest senior managers. There must be more productive and enjoyable ways of spending the time.


We publish our final response to the final offers. There are no last minute surprises; no ringing endorsements from David Beckham or Dale Winton; no discovery of a horde of Van Gogh's hidden among the art collection; no expose that the Scottish banks are actually a front for the Russian Mafia or the CIA.


What you do get is a professional recap of the points we have now been making for some time. We have new leadership with David, Ron, Richard and Gordon (no mention of Bernard.) We have a focused strategy that will deliver income growth. We will deliver substantial cost savings and major capital returns, while maintaining strong capital ratios. The "New NatWest" is then contrasted with the "marginal rewards and high risk" of both offers. The bidders don't have the management experience and would not be well placed to grow revenues. Their integration plans would place the cost savings we can deliver at risk because of an attempted IT migration, and they are claiming inflated merger benefits, as well as stretching themselves financially.


The precedent of bank mergers does not support the synergies they are hoping for, and many previous examples have destroyed rather than enhanced shareholder value. NatWest management does believe in industry consolidation, but these bids would stop shareholders participating in future value-enhancing combinations. "Shareholders should not give up the value in NatWest by betting the bank on an ill conceived merger".


I 'm not sure about this last point, saying we do believe in consolidation but just not this time - that strikes me as a bit weak. But overall it is another good, lucid presentation of a pretty strong case. Unfortunately, it looks like too many of the investors may have already made up their minds, and I doubt whether there is anything here that will change them at this late stage.

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