Trustees of M&S pension fund agree to talks with Green over £670m deficit

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The Independent Online

The chairman of the trustees of the Marks & Spencer pension fund flew back from holiday over the weekend to respond to Philip Green's concerns over the hole in the retailer's retirement scheme.

The trustees have hired CSFB, the investment bank, to provide them with financial advice, it has emerged.

The issue of the pension fund deficit has become the key issue in Mr Green's £8.4bn assault on M&S. It is thought that if Mr Green gets enough assurance on the pension liabilities, he would raise his 370p-a-share offer, which has been rejected by the M&S board.

David Norgrove will chair an emergency meeting of the trustees early this week in response to a letter sent to him by Mr Green on Friday. The letter was unexpected and Mr Norgrove was on holiday when it arrived. Mr Green wrote directly to the trustees after becoming frustrated that his questions were not being answered by the M&S board.

Mr Green requested a meeting with Mr Norgrove and wants details of the fund's deficit and funding requirements. In return he can provide information to them about his own financing and the impact it may have on actuarial valuations of the M&S pension fund.

Mr Norgrove was on the M&S board, as clothing director, until March this year.

A spokesman for the trustees said that they would "respond by letter or a meeting as soon as they are in a position to do so". The trustees will consult CSFB and their existing actuarial and legal advisers on their fiduciary duties and legal position. The deficit in the retirement scheme was put at £670m, before deferred tax, at the start of April.

A statement from M&S yesterday said: "The board rejected the Goldman-Green consortium's proposal at 370p as it undervalues the company and its prospects. The company there did not provide any of the information requested by Revival [Mr Green's bid vehicle].

"On Friday, Revival made a request to the pension fund trustees. It is for the pension fund trustees and their advisers, who act independently of the company, to decide how they will respond."

M&S sources have denied reports that it is under pressure from its shareholders to release more information to Mr Green.

Pensions is just one of the issues raised by Mr Green with the M&S board - he has also sought further information on matters such as current trading and supplier contracts.

Mr Green is concerned at the amount of money that he would be expected to put into the M&S pension scheme if he took over the company.

In the recent case of WH Smith, which was also approached by a highly leveraged bidder, the pension fund trustees required the new owner to plug the deficit in its scheme. With the M&S deficit, this would equate to another 30p a share.

A takeover by Mr Green's consortium would massively increase debt levels at M&S and so increase the risks for the pension scheme and its members.

Mr Green's bid for M&S has been overshadowed by accusations of dirty tricks and allegations of insider dealing in M&S shares in the days ahead of the Green approach.

This weekend, Michael Spencer, a friend of Stuart Rose, the man brought in as M&S chief executive after Mr Green's approach, called for the City watchdog to investigate how details of his interest in M&S shares were made public.

Mr Spencer, chief executive of the moneybroker Icap, who has denied acting on any inside information, bought a "contract for difference" in 2 million M&S shares two weeks before Mr Green announced his bid intentions. However, a contract for difference is not a direct purchase of the shares and is not disclosed in the way that a share purchase must be.