Exclusive: Office of Fair Trading to Rule on Ashcroft Bid
+ + OFT Fears Dominance of Political Monitoring Sector + +
+ + City Takeover Panel Requires “Whitewash Resolution” + +
Guido reported last month that Lord Ashcroft was adding to his political publishing empire by buying DeHavilland Political Intelligence for £12.8 million. This will give him control of the political intelligence services sector in the UK. PoliticsHome was his first purchase, originally conceived to take on Dods’ established political monitoring business, in the end instead of out-competing the rival Dods, Ashcroft bought and merged the two loss making businesses. PoliticsHome is losing £10,000 a week and the bigger Dods is losing £20,000 a week because their print businesses are, according to the directors “in long-term structural decline”. As a financial imperative the emphasis has shifted onto organising lobbyist’s events and conferences as well as selling political monitoring and intelligence. The event organising business could be hit hard by the statutory registration of lobbyists being coupled with politicians and civil servants having to register their contacts with lobbyists. Politicians will simply stop attending and if they don’t come, the lobbyists won’t pay.
The key growth business is political monitoring, 40% of Dods’ revenues comes from this sector. It had one rival, DeHavilland, founded in 1998 by Adam Afriyie, now Conservative MP for Windsor; he sold it in 2005, to Guardian Media Group owned Emap for £8 million, now they are now selling it on to Ashcroft-controlled Dods plc for £12.8 million. If the Office of Fair Trading nods the deal through it will give the combined group control of the political monitoring sector which is used by corporate and public affairs professionals to keep track of political and legislative developments. The lack of competition will inevitably allow the combined near-monopoly to jack up prices to customers. Ouch.
The takeover deal is being funded entirely by Lord Ashcroft underwiting a share placing that will see his resultant holding in Dods plc potentially go up to 42.9%, way over the 29.9% limit past which the City Takeover Code requires the purchaser to make a full offer to the remaining shareholders to buy them out. Dods are seeking a Rule 9 Waiver on his behalf to allow it to go through without Ashcroft making an offer for the shares he does not already own in Dods, effectively stranding the minority shareholders in the company. Minority shareholders might be looking for an exit given that the illiquid shares have performed badly, more than halving since Ashcroft bought a controlling stake. The Takeover Panel has ruled that Dods need to get a difficult “Whitewash Resolution” from the minority shareholders at an Extraordinary General Meeting to wave the deal through. That shouldn’t be too much of a problem, the EGM is being held quietly and without any fanfare at this very moment in the City offices of the company’s law firm, Reynolds Porter Chamberlain LLP. Shareholder attendance will be very limited…