Chapter Thirty-Nine
ADRIAN
There is a clause in that note that nobody has ever read.
I read it at four o’clock in the morning at a table in a rented flat on Via Manzoni with nothing on it but a laptop and a glass of water I did not drink, three hours after a woman told me in an empty building that I had been hiding, and I did not argue with her, because there is no argument.
The Issuer may redeem the whole (but not part) of the Note at par together with accrued interest on thirty days’ irrevocable written notice to the Holder, such notice once served being incapable of withdrawal.
Two hundred and ten million euros.
I have known that clause existed since I was thirty years old.
Every man who has ever sat in the chair I sit in has known it existed.
And not one of us has ever looked at it twice, because it is a door that opens onto a wall.
It says the company may buy the gun back.
It does not say where the company is supposed to find two hundred and ten million euros to do it with, and so for eleven years it has sat in a drawer being technically true, the way a fire escape in a building with no stairs is technically a fire escape.
I read it three times.
Then I went and stood at the window and looked down at a street in Milan where a man was hosing the pavement outside a bar, and I understood that I had known about clause 4(c) for six years, and that I had never once permitted myself to think about it, and that this is what she meant.
I was on the first flight. I was at Leadenhall Street at twenty past seven, and Theo was already there, because Theo has been in that building at seven every morning since he was twenty four and has never told anyone he does it.
He looked up when I came in and he did not say good morning.
“You have that face,” he said.
I put the note on the table in front of him.
The whole instrument, forty pages, and the security documents, and the register entry that says Luxembourg, and the correspondence file from 2011, and on top of it a single sheet of paper with fourteen lines on it, highlighted, in yellow, by me, at half past four in the morning, badly.
“Read clause four,” I said.
He read it.
I watched my brother read fourteen lines and I watched him understand them, and it took him about nine seconds, and then he sat very still, and then he put his hand flat on the paper the way you put your hand on a dog to stop it going into a road.
“No,” he said.
“Read it again.”
“I do not need to read it again, Adrian, I read it the first time.” He was not shouting.
Theo does not shout. He goes the other way, he goes very quiet and very precise, and it is a great deal worse.
“You want to serve the call. You want to redeem it. You want to pay that woman two hundred and ten million euros of this company’s money and take the yards out from under her, and you want to do it in the next thirty days, with a hostile bid standing on our neck. ”
“Yes.”
“Then sit down, because I am going to tell you the price, and I am going to do it properly, and you are not going to interrupt me.”
I sat down.
“One.” He held up a finger. "The call is over your authority limit by a factor of about forty.
You cannot serve that notice alone. It requires a board resolution.
Which means you have to stand in that room and tell nine men why a company with no cash is redeeming a subordinated note it is not obliged to touch, and there is exactly one answer that is true, and the answer is that the holder is your mother.
“Which means you have to tell them that you have known who the holder is. And then Peter Ellis, who has been company secretary for nineteen years and who is a very kind man and a very thorough one, is going to ask you, in the minute, on the record, the only question that matters. He is going to ask when you found out.”
He waited.
“Say it,” Theo said.
“The ninth of November,” I said. “Four years ago. Thirty seconds before the doors opened.”
“Four years.”
“Four years.”
“Two.” He put up the second finger. “In those four years you have signed six sets of accounts. Six. Every one of them carries a note on related party transactions and every one of them is silent, and every one of them has your signature on the bottom of it. In March you signed a representation to the refinancing syndicate stating that there was no undisclosed related party interest in the Hellenic assets. Your hand. I watched you do it. You did it in that chair with a coffee going cold at your elbow and you did not read it, and I have thought about that morning a hundred times since you told me about the note in a restaurant in Milan, and I have not been able to sleep properly since.”
“Yes.”
"That is not a resignation, Adrian. That is not a man falling on his sword and going to live on a boat.
That is six false statements and a mis-stated register, and once it is in a minute it goes to the auditors, and once it goes to the auditors it goes to the regulator, and once it goes to the regulator it goes to men in a building in the east of London who do not care that you had thirty seconds and a mother.
“Three.” He did not put up a finger for the third one.
He just said it. "You have no money. In April you settled your entire personal block into a trust for a child, irrevocably, and I have not said one word to you about it, and I am not going to, and I want you to hear that I know.
You cannot fund one percent of this. So the company funds it.
And the company has nothing, so the company sells.
And the only asset we can sell in thirty days that is worth anything like two hundred and ten million is the coastal fleet.
“And the only buyer on this earth for a coastal fleet in a fortnight,” Theo said, “is Rotterdam.”
The window in that room looks at a window. Behind it a man in a grey shirt was taking his jacket off and hanging it on the back of a chair, at twenty five past seven, the way he has every day for six years.
“So here is what you are actually proposing,” my brother said.
"You are proposing to pay our mother two hundred and ten million euros of Rotterdam’s money, in order to buy back a gun she was going to hold to your head anyway, and at the end of it she will be rich and liquid and free, Rotterdam will own the water, and you will be in a room in Stratford with a lawyer explaining to a young man with a lanyard why you signed six sets of accounts.
“And the four thousand two hundred people at Perama and Elefsina will still work at a yard. That is what you get. That is the whole of what you get.”
“That is the whole of what I want.”
Theo looked at me for a long time.
“You could have had that,” he said, “by doing nothing. She has held that note for eleven years and she has never called it. She is never going to call it. It is worth more to her loaded than fired, and she knows it, and you know it. Those people were never in danger, Adrian. They have not been in danger for four years. You have been in danger.”
“Yes.”
“So say the true thing.”
“The true thing is that she can sell it to me again,” I said.
"That is the true thing. She sold me one evening for four thousand two hundred people and I have been paying the invoice for four years, and there is nothing on this earth stopping her from putting that folder on a table in front of me again next March, and next March, and the March after that, for as long as she is alive and I am able to do arithmetic.
You told me that yourself, in a restaurant with a strip light, and you put money on the table and you walked out.
“She is going to come back and sell me another night. And the only way a man stops being sold something is to take it out of the shop.”
He did not answer that.
“Does Nora know,” he said.
“No.”
“Will you tell her.”
“No.”
“Adrian.” He leaned forward, and there was something in his face I have only seen once, at the graveside, when he was twenty nine.
“She is going to read it in a newspaper. In a month it will be on the front of the Financial Times and she will read it in a cafe with a coffee in front of her, and she will know that you were standing in her building the entire time with your mouth shut.”
“Yes.”
“That is not restraint. That is a delivery method.”
And that one landed, because it was true and because he is my brother and because he is the only man alive who is allowed to say it.
“No,” I said. “It is not for her. If it were for her I would post it to her, and I would put a note in the envelope, and I would sit by the telephone like a boy. She told me on Tuesday night what I have been doing for four years, which is refusing to stand in a doorway and wait to be told. So I am going to do the thing, and I am not going to send her the receipt, and if she never hears about it at all, it still happens.”
“And if she hears about it and it changes nothing?”
“Then it changes nothing,” I said. “It is not a payment. She is not a creditor. There is no sum of money and no number of jobs and no burnt company on this earth that buys back the ninth of November, and I know that, Theo, I have known it since four o’clock in the morning in a service corridor.
This is not for her. It is so that the man who did it to her cannot do it again to somebody else. ”
The board meets at eleven.
There are nine of us and there is Peter Ellis at the end with the minute book, and Ellis has been company secretary for nineteen years and he is the only man in the building who arrives before Theo.
The room has a table in it that came out of my grandfather’s office in Piraeus and a window that looks at another window, and there is a jug of water and nine glasses and a plate of biscuits that nobody has ever eaten, and there is an agenda, and I have not looked at it.
I do not sit down.