Nils Pratley 

Martin Sorrell fan club takes risks with S4 Capital venture

The backers go for calculated gamble in signing away their normal voting rights
  
  

Sir Martin Sorrell
Are Sir Martin Sorrell’s deal-making skills as sharp as they were in WPP’s glory years? Photograph: Jonathan Brady/PA

Sir Martin Sorrell never seemed keen on giving other shareholders in WPP a say on anything, especially when his own pay was in the spotlight. Even so, his solution to the problem of co-owners having opinions is severe: Sorrell’s complete control of S4 Capital, his new quoted venture, will be cemented via his sole ownership of a “B” share with the power to silence all formal dissent. As the document detailing the reverse takeover of cash shell Derriston puts it, the “B” share will give Sorrell the right to “ensure no shareholder resolutions are proposed (save as required by law) or passed without his consent”.

That will make the annual meetings dull affairs and, in Sorrell’s shoes, you can understand why he would prefer things that way. In his many “I am an owner” outbursts at WPP, he always seemed to resent the fact that his stake was diluted down from 15% at launch in 1985 to 2% in the later years. At S4 he will start with 75% of the regular class of share but, if the acquisitions roll in as intended, he can be diluted to minority status but still retain absolute authority. The “B” share arrangement will last for 14 years, or until he retires or dies.

The backers, including Schroders, Miton, Lombard Odier and Lord Rothschild, are therefore taking a calculated gamble that it is worth their while to sign away their normal voting rights in the hope that an unchained Sorrell will succeed in his attempt to build “a multinational communication services business focused on growth”.

The plot may indeed turn out happily but the fan club is taking a few obvious risks. The first is that S4 will achieve lift-off. During the turn-of-the-century market mania, four famous business figures led by Archie Norman, now the chair of M&S, took over a cash shell called Knutsford with the aim of buying a major retailer but got precisely nowhere. S4’s investors have signed non-binding commitments to supply another £150m of capital on top of the initial £50m but that doesn’t buy much in today’s advertising world.

Second, you have to believe Sorrell’s deal-making skills are as sharp as they were in WPP’s glory years. Lest we forget, WPP’s share price fell by a third in his final year in charge. It’s one thing to talk about the theoretical model for a 21st century digital marketing agency; it’s another to assemble the best pieces from scratch at decent prices.

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The third risk comes from the undisclosed allegations of personal misconduct against Sorrell, which he denied, but which preceded his resignation last month. WPP and Sorrell have signed non-disclosure agreements and the backers can comfort themselves that their new leader departed with “good leaver” status. Yet the investors cannot possibly judge the business or reputational risks for S4 that would flow from eventual disclosure, which is probably more likely to happen than not. In the circumstances, surrendering basic rights to hold the boss to account is extremely generous.

There is no need for RBS rush job

So much for theory that the Royal Bank of Scotland chief executive, Ross McEwan, would quit now that the bank has settled with the US Department of Justice and can contemplate paying dividends again. It is the other member of the double act, the finance director, Ewen Stevenson, who has resigned “to take up an opportunity elsewhere”. McEwan could still follow Stevenson out of the door, of course, but one must assume the chairman, Howard Davies, has secured a pledge that he’s staying. Near-simultaneous departures are not the done thing and would probably delay the government’s plan to flog a few RBS shares.

Even as things stand, the sell-off may be on hold until upsets in the Italy bond market, which have knocked banks’ share prices across Europe, have cleared. RBS has slipped from 296p to 276p since the middle of last week and the odd 20p matters when the nation’s stake is worth the thick end of £25bn. Wait for a rising market, chancellor. We’ve owned RBS for a decade and clearing the stock will take another five years at least. There is no need to rush.

 

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