Former director plots £50m bid for Mansell

Exclusive by John Leitch



Former Mansell director Geoff Bell, who left the company two years ago, is heading a £50m bid for the group.

The board of Mansell and Bell have been engaged in a battle for ownership of the company for the past 18 months. The news of the takeover battle surfaced at the group's recent annual meeting.

Bell's behind-the-scenes approaches have been kept under wraps for more than a year. He said at the meeting he still has a second offer on the table and that he has been frustrated by the lack of response from Mansell's board.

However, Philip Cleaver, Mansell's chief executive, told CJ this week: "There is not a bid on the table. He put together a proposal 18 months ago but it all fell through. No offer was made."

Bell holds 6% of Mansell's shares. A former chairman of two divisions, Bell headed up the group's marketing push until he found he could no longer work with chief executive David Beardsmore and he forced the chairman to pick between them. After two months of hesitation, Beardsmore got the nod, but he was replaced 12 months later by Philip Cleaver.

Bell found venture capital backing and launched his first approach in June 1999. As a public unlisted company, Mansell's share price - then 120p - was set independently by a specialist team within the Inland Revenue (IR) and reviewed and revalued every six months. Bell's offer provided a 20% premium to this share price.

Mansell's share value was re-valued upwards by the IR to 150p and the group wrote to shareholders dismissing the approach. According to a shareholder at the annual meeting: "The letter did not say who was behind the offer and it incorrectly said that no funding was in place."

Six months later, with Bell's takeover interest still intact, the board wrote a second letter to its 400 shareholders saying it wished to acquire 10% of the company's shares in order to provide further share options. It was offering 105p a share, after a further revaluation by the IR saw the official value of shares drop back to 115p.

The board's share buy-back attempt was halted on professional advice. "There was an overlap of timing," said Cleaver, "as there was still the potential for a sale of the business."

Bell is said to have been willing to pay 150p at the time, providing shareholders with a premium of 35p if his bid had moved forward.

The manoeuvres were hushed up at Mansell's annual meeting in 2000 but they finally surfaced this year when Bell himself took the floor, stating that he had made a second offer.

However, Cleaver this week disputed the claim, saying: "There is currently nothing on offer." Bell was unavailable for comment.