13/11/2006

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Barclay Ross & Hutchison Ltd.

(TMH to GH. November 2004)

If I remember rightly, I gave the Share Transfer Register of the early Barclay Ross business to G K Chegwyn for safe keeping.
(It was handed to me by Wallace MacIntosh who rescued it from the waste skips when Elbar took over BRH.)
So, if you'd like accuracy in detail, I'd need to re-borrow that register.

The first milestone must be the incorporation of the business as a limited liability company, and this is pictured in the share register. I grew up in the assumption that Mr R R Ross was the head of the business. True, but his share of ownership never really reflected that position; and by 1930, Thomas Hutchison had acquired at least two-thirds of the shareholding.

Mr Ross was born in (    ) and by 1930 was keen to retire. In those days there was no pension industry - no organised collection and group investment of small personal funds. People saved what they could while earning, and in their retirement years (usually very short, then) lived on the meagre return from government bonds (typically 2.5% per annum) and run-down of their capital.

Other imaginative provisions for retirement were possible. Huge stretches of Aberdeen's west end were built for letting, and sold to small investors who lived on their rents. (Look at Union Grove; Cromwell Road; Devonshire Road; Carlton Place; Desswood Place and the areas around them.
The investors reckoned without politicians. No sensible economic policy is ever safe from the politicians' greed for election.
So the various rent restrictions acts, and security of tenure acts were introduced, to attract the votes of the tenants who greatly outnumber the landlords, who were thus ruined.
(You'll be aware that the present government has thought up the idea that small investors should build for letting to those unable to get a foot on the housing ladder. They do not add the prediction that, no sooner will the funds be committed than the Treasury will freeze the returns and inflate the currency. Don't touch it!)

Mr Ross's problem was how to add to his savings the value locked up in his BRH shares. The market was limited: TH had firm financial control of the business but didn't have the cash to buy RR's shares, and at that time bankers couldn't lend out as they now can.

Then Imperial Chemical Industries came along with an offer to buy the whole of the business for something like twice what it was worth, and this was outstandingly the right course of action for R R Ross.
TH was reluctant. He rightly valued the total freedom of manoeuvre of a private business; but the decent and honourable course was to go along with RR's wishes, and this is what happened. (The share register, etc. probably records and dates the transactions).

But TH was by no means wholly against the move. I well remember his huge enthusiasm for the drive and skills of ICI.Their immense power and expertise fascinated him; and he was delighted to be a member of such an organisation.

The men who had dreamed up the creation of ICI and had pushed through its implementation: the men who had conceived and then built, at Billingham, one of the greatest chemical factories in the world, had then conceived the plan of creating fifteen regional distribution organisations to distribute the output from their factories - mainly Billingham. Scottish Agricultural Industries was the first and, as it turned out, the only product of this plan.

The men who had dreamed up and created these marvels put together SAI - and then they walked away. SAI got stuck with a collection of discreet large family businesses.
(J & J Cunningham; Alexander Cran; John Wylie; Millers of Sandilands; John Milne of Dyce; Aberdeen Commercial Company; etc.)

Nothing would persuade them to coalesce: they remained a collection of warring fiefdoms - really until 1957 - in which Barclay Ross & Hutchison Ltd was a cuckoo chick - growing and prospering, but an alien.

BRH certainly suffered from the inept management of SAI, but the association turned out to be greatly to the personal advantage of TH: for it brought him into the society of the giants of British industry. These contacts consolidated into friendship, with Sir Harry McGowan (Lord McGowan of ICI), Dr Alexander Fleck (Lord Fleck), Sir Frederick Bain - all chairman or vice-chairman of ICI - Colonel George Pollit, designer and builder of Billingham; and of course the whole of the top echelon of ICI's interrest in agriculture. Many such men became overnight guests at Drumgarth.

So things continued until 1956. By then the head of SAI was Edmund (later Sir Edmund) Hudson. He was one of Lord Rutherford's brilliant young team who at the Cavendish laboratories, Cambridge, first split the atom. He was recruited by ICI and, on the formation of SAI, was sent to Edinburgh as technical director of the company, aged, I think, 33. (He was my boss at SAI from 1942 to 1946.)

Hudson applied to the management of SAI many of the principles now regarded as "mangement jargon". They identified their "core interest" as the distribution of agricultural fertilisers and chemicals; they divested themselves of secondary interests which clearly included BRH, although they carefully retained the grass, clover and turnip seeds business. (TH used to say that 11 month's trading in implements and machinery paid the firm's expenses, and one month seed trade paid the dividend.) They "downsized" drastically, virtually closing all their centres except Leith Fertiliser Works; Sandilands Fertilisers in Aberdeen, and head office in Edinburgh. Not too little, but alas, I think, too late. There is no longer an SAI.

BRH was an obvious first candidate for disinvestment. The assets, and trade name, of the business were offered to the management at give-away prices. With some guidence from TH they managed to amass some £70,000 - to a large extent raised from farmer customers with cash to spare. This sum, even at the modest prices offered by SAI, was insufficient to buy the assets of the Perthshire activities, but bought in Montrose (but not Brechin) and the whole of the Aberdeenshire assets.

On TH's recommendations Mr. Howard Johnstone was  brought in as Chairman of the board of the new company, whose directors, for the most part were mangers of the continuing business but included, out of courtesy, TMH. (This was not a success, I was out of the country most of the time and resigned in 1967).

The new board had unwittingly planted a huge time bomb in the heart of the business; but there was no-one around with the ability to recognise the danger or do something about it.
The new smaller business was now well managed and paid its shareholders 10% dividend for seventeen years. Then, in 1974, the time-bomb went off! A letter landed on the secretary's desk saying bluntly :- "We intend to buy your business. Kindly send us copies of your latest audited accounts".

There was no contest. The shareholding was widely dispersed, among senior staff, retired staff, and farmer customers only interested in their asset values and returns. They had been happily drawing 10% dividends on their investments for 17 years, and now were being offered £10 for each share for which they had paid £1. Naturally, everyone grabbed, and the business changed hands.

The buyers got an extraordinary bargain. They bought a steadily profitable business earning £350,000 a year for £1 million. Three year's purchase of pretax profits, plus a collection of grossly undervalued fixed assets. Yet the board was defenceless.

The moving spirit behind the approach by a merchant bank was the firm Elgin Central Engineers Ltd. BRH was incorporated with ECE to form Elbar Ltd. In this company ECE used two thirds of the capital and provided one third of the profits. But ECE had initiated the moves and had the moral support of their merchant bankers; so the BRH remnant were quickly suppressed by Elgin.

Elbar Ltd lost no time in spending money and within two years had succeeded in losing £2 million. From then on there was a Rake's Progress of paying for trading losses by realising fixed assets.
Even their bankers couldn't stand this nonsense indefinitely. They changed the Elbar management and eventually sold the business. It became a tiny coin tossed from hand to hand in the stock exchange, never wholly losing the discrete identities of ECE and BRH.

I have no understanding of the hotch-potch of foolish expedients resorted to in the years from 1980 to 1988. I do regret failing to buy from the Elbar management the assets and corporate identity of BRH. The net assets were said to be worth £3,600 - the difference between two multimillion sums of credit & debit attributable to the name. 'Nuf said?

In 1994 the Name Barclay, Ross & Hutchison Ltd was withdrawn from the companies register. GH lost no time in re-registering it but of course real continuity was lost.

The break-up of the BRH activities to fuel Elbar's follies resulted in the establishment of several small businesses around Aberdeenshire. Of these, sad to say, I guess only Murray Duguid's farm and amenity grass seeds business survives. (Murray joined BRH on the day of TH's funeral)

Does all this sound sentimental?

Actually it should be read as a lesson in financial mangement for business.

And, looking around the large fortunes of the country's weathiest, it is interesting to notice how many have contrived to dodge the eagerly proffered assistance of the hangers on of the Stock Exchange.

(Does anyone read Henry Ford's biographies nowadays?)