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Mitchells & Butlers chief had closer links with bidder Joe Lewis

• Jeremy Blood sought funds for his venture from Piedmont
• Mitchells & Butlers to deliver trading statement this week

Past business connections between Mitchells & Butlers caretaker chief executive and billionaire currency trader Joe Lewis, who is preparing a controversial takeover bid for the pub group, run deeper than previously disclosed, the Guardian has learned.

Less than six months after his appointment in January last year as an M&B independent director Jeremy Blood approached Lewis’s business empire seeking funding for a private business venture, the acquisition of a drinks distribution business WaverleyTBS from Heineken.

The approach, which was turned down by Lewis’ camp, was made despite Blood, who has been M&B’s acting chief executive since March, knowing there was intense shareholder unease about his perceived closeness to the tycoon.

Months earlier, before his election to the M&B board, Blood publicly sought to quell such concerns. “I am not a stooge,” he said. “People know me in the sector and I’m very happy to say I am independent. I am not being paid by Piedmont [Lewis' investment vehicle].”

The latest revelation about Blood’s connections with Lewis comes as the M&B chief executive prepares to issue a delayed trading update this week. It is likely to be closely watched as concern mounts that Lewis could win control of the business behind Toby Carvery, All Bar One and Harvester without offering a takeover premium.

Lewis has told friends he does not feel under pressure to offer an above-market price should he bid for the group. He claims to be unhappy about the performance of his 23% stake in the company and feels the investment would be better protected if the entire business were controlled by him. Two weeks ago Lewis indicated he was considering making a tender offer to other M&B investors at 230p a share, a price independent board members described as “significantly undervaluing” the business. The share price closed at 252p on Friday.

The task of evaluating approaches from Lewis falls to three M&B directors, including Blood, because the board has been heavily depleted in last 18 months. A series of resignations and a failure to recruit sufficient new directors ultimately prompted the Association of British Insurers to summon interim chairman Bob Ivell to a meeting last month. He is understood to have repeated past promises to strengthen independent voices on the board – a pledge that it now appears may have been overtaken by events.

Some past M&B directors privately believe the weakened board is a result of Lewis’ allegedly disruptive behaviour. Lewis has told friends such claims are made by disgruntled former staff, asserting that Piedmont’s active approach to share ownership has greatly benefited the company.

The latest insight into connections between Blood and Lewis comes less than two weeks after the Guardian revealed that Blood had previously sought to cover up past contact with the billionaire tycoon.

Blood is understood to have met with Lewis and the head of his European investments Richard McGuire in the summer before Blood’s appointment to the board. Blood had been looking for backing for an acquisition of then troubled pub landlord group Admiral Taverns. Again, Lewis did not back Blood’s proposal.

In July, when directly questioned about his past relationship with McGuire and Lewis, Blood said: “I had never met any of them. I am an independent appointee. I did not know any of the major shareholders before I joined. I am unconnected.”

Blood now admits that statement is not correct and that he had made it because he didn’t want people draw an inference that would cast doubt on his independence.

This weekend he told the Guardian: “Certainly I’ve explored business links with Piedmont, but I don’t have any. If anything had developed I would have had to declare it to the board, but it didn’t.” As well as Blood’s two failed attempts to seek backing for major business ventures from Lewis, some minority investors in M&B are concerned about how he came to be selected as a director.

In January last year he was put up for election to the board, alongside three other would-be directors, nominated by Lewis. A bitter shareholder battle ensued the then independent directors, backed almost unanimously by institutional shareholders, accused Lewis and a small number of wealthy investors, including Lewis’ friends JP McManus and John Magnier, of seeking to bully the board.

Executive liaisons

Lewis’ four nominated directors were duly elected in a coup that saw Lewis and the larger shareholders stamp their authority on the company. The four newly appointed directors issued public statements insisting they were independent of Lewis.

Since then, however, three of the four have left the group abruptly, without giving reasons for their departure and little progress has been made to replace them. Blood alone remains.

The three departed directors – John Lovering, Mike Balfour and Simon Burke – were recruited as Lewis’ nominee directors by the tycoon’s financial advisers Lazard, whereas Blood was recruited directly by McGuire.There are conflicting recollections about when Blood and McGuire first met. Blood found himself looking for a new role after he was replaced as managing director of Heineken UK. By coincidence, he applied for the role of commercial director at M&B, though the post eventually went to another candidate.

Blood is advised in his role as stand-in chief executive by Ron Robson, one of two Lewis representatives on the M&B board. Robson, who is also based near Edinburgh, is a chartered accountant and former finance director of Scottish pub group Belhaven. Lewis’ camp privately insist Robson, who has been spending a lot of time in M&B’s head office in Birmingham, is not part of a Piedmont team considering a bid for the pub group.

Of Blood’s two private investment proposals discussed with — and rejected by — McGuire, the acquisition of WaverleyTBS was ultimately successful. Blood sealed that deal in June last year and is now chairman of the business. The buyout was led by Blood and Manfield Partners, a partnership of five industry executives and private equity specialists.

Sitting as a partner alongside Blood is Adam Shaw, who was head of mergers and acquisitions for Icelandic bank Kaupthing between 2004 and 2006. He is believed to have worked closely on a number of pub deals pursued by property tycoon Robert Tchenguiz during that period.

In the spring of 2006, Tchenguiz, who believed there was considerable hidden property value in M&B, approached the board with a takeover offer at 550p a share but was rejected. Shortly afterwards he began building a considerable stake in M&B, financed by Kaupthing.

The stake eventually reached 27% and Tchenguiz secured two representatives on the board. With considerable influence over the group, he successfully pressured M&B to agree to a partial sale of property assets, though the plan was undone in the summer of 2007 by the credit crunch.

By October 2008 Tchenguiz and Kaupthing were under financial strain and the bank was forced to sell the M&B stake in a hurry. It was picked up by Lewis at 130p a share. Whether he can acquire the rest of the business with considerable property assets at a bargain price remains to be seen. © 2011 Guardian News and Media Limited or its affiliated companies. All rights reserved. | Use of this content is subject to our Terms & Conditions | More Feeds