Last big City bank falls as Chase talks to Flemings

Family and Jardines hold out for £30 a share, valuing the 127-year-old bank at £4.5bn
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The Independent Online

Whereas once the passing of a great British merchant banking name would have set off an outbreak of hand-wringing across the length and breadth of the Square Mile, yesterday's news that Robert Fleming was in takeover talks with Chase Manhattan, the American bank, barely merited a shrug.

Fleming is believed to be demanding £4.5bn or £30 a share - steep - but then it is pretty well the last on the shelf.

The rise and rise of the big Wall Street investment banks and the eclipse of old City names is now old news. Schroders, when it was sold to Citicorp, Chase's bigger rival, for £1.35bn last month, has already been written off as a serious competitor by the likes of Goldman Sachs and Merrill Lynch.

Flemings does not even register on their radar screens. "Flemings aren't even a tertiary player. They are nowhere," a banker at a rival said yesterday.

In any case, the game had been lost since as long ago as 1995, London's annus horribilis, when Warburg, the City's great hope, sold itself to the Swiss, Kleinwort went to the Germans and Barings went bust.

Clearly for Flemings, an illustrious family whose members have included Ian Fleming, author of the the James Bond novels, and whose business has for many years funded a passion for Scottish art, the loss of independence will hurt. Twenty family members still work in the firm, which owes its origins to the canniness of a 28-year-old jute factory clerk in Dundee, who set himself up in 1873 to raise money to invest in the American railroad boom.

Roddy Fleming, the fourth-generation family member who was to have taken over the chairmanship from John Manser on 1 April, is a lifelong investment banker. He would rather have died than see his birthright sold. But with Schroders gone, the Persian pile has been whipped from under his feet. An insider said yesterday: "Schroders was like a big brother to many of the family shareholders. Once they went, there was nothing left."

The talk is that Roddy, 47, will now go off and set up his own advisory boutique with Bernard Taylor, his right-hand man in an attempt to salvage some of the family pride - if he can persuade Chase to let him keep the Fleming name.

While he will have fought to the last - and may still be fighting - Sir John Craven, the former Morgan Grenfell chief who has been retained as adviser to the Fleming family, will have been in little doubt that with Schroders gone, they could not sensibly turn down a serious approach from a bank the size of Chase.

Over the past two years there has never been any shortage of offers. When the bank, a big player in Asian markets, suffered a massive hit in the 1998 emerging markets crisis, Commerzbank, Paribas, and ABN Amro were among those who sought to take advantage of its woes, only to be told that it was not up for sale.

Sir John's advice to the fainthearts itching to take the money was to hang on. The time to sell was when the firm had got its house in order and was making real money again. This it has now done. The firm made profits of £110m in the first half of this financial year, 60 per cent more than it made in the whole of the previous year.

Instead, the management struck a deal with the Keswicks, their partners in the Jardine Fleming joint venture, to restructure the Asian operations and exchange the Jardine stake in the operation for an 18 per cent stake in the parent company. Bill Garrett, Flemings' chief executive, hoped that the deal would kick the question of the bank's independence firmly into touch.

In vain, it now seems. The cat slipped out of the bag when Chase Manhattan top brass were seen wandering about Flemings' Copthall Avenue headquarters one week ago. Since then it has been pandemonium on the top floor, but staff have been kept completely in the dark. They are expecting their bonuses - due this week - to be delayed until after the deal is announced.

Chase will not want to repeat the mistake that Deutsche made when it bought Dresdner and found that Kleinwort staff had all just got bonuses, and had to be promised more still to lock them in.

For the family the deal makes eminent sense, particularly if they can get more than thte £3.5bn Commerzbank offered last year. But for Chase, it is certainly not the dream deal, and the US bank could still walk away.

Having repeatedly tried to buy Merrill Lynch, Chase settled last year for Hambrecht & Quist, a boutique advisory firm it bought for $1.3bn. Chase may just be the latest foreigner buyer to be suckered into overpaying for a smart-sounding brass plate.

Was it inevitable that the City should have ended up being dominated by American capital? One British banker who joined the flight to the US invaders said yesterday: "It is rather unrealistic for anyone to have believed that British firms could compete with the Americans internationally when they have that huge captive capital market all sewn up between the top three."

Others think there must have been something seriously wrong for the country not to have produced at least one world-beating firm, in a business where it professes to lead the world.

Philip Augar, a former investment banker whose book, The Death of Gentlemanly Capitalism, is published by Penguin Press this autumn, said: "The Americans have been wonderfully effective, but mismanagement on the part of the UK investment banks and a lack of support from their institutional shareholders have played into their hands. The consequence is that we have lost ownership of a strategic industry through negligence, a cultural system that inhibited good management, and a laissez-faire approach from the authorities. "

The stock rejoinder to those who lament the passing of the British-owned investment banking sector is that it no more matters than does the fact that no British player stands much of a chance of winning at Wimbledon, yet the tennis that gets played there is still the best in the world.

But last week's decision by BMW to pull the plug on its Rover subsidiary shows what can happen when the control of important industries passes entirely into foreign hands. Staff at Dresdner Kleinwort Benson woke up two weeks ago to find out that they had been sold over their heads to Deutsche Bank, as a result of a domestic German stitch-up. The possible fate of the bank's 16,000 City employees dominated reporting in the UK newspapers, but in Frankfurt they had not even merited a passing thought.

Some of their new colleagues at Deutsche Bank, of course, had seen it all before. As one insider put it: "When NatWest Markets was sold to Bankers Trust, we all were intimately involved. But when Deutsche bought Bankers Trust it was all done in New York, and we heard about it through the newspapers."