Owners investors try to oust Cook's man

SHAREHOLDERS in Owners Abroad are threatening to force the representative of Thomas Cook, the beleaguered holiday company's 20 per cent shareholder, off the Owners board in the hope of flushing out a bid.

Shareholders are furious over last week's profit warning from Owners, which caused the share price to fall by more than 30p to 72p. They object that Thomas Cook is blocking potential bids for Owners and insist that Christopher Rodrigues, chief executive of Cook, should step down as a director of Owners.

'The institutions will want Thomas Cook to buy the whole company or for someone else to,' one disgruntled shareholder said. 'We'll be talking to the other shareholders about Cooks.'

Cook, which is owned by Westdeutsche Landesbank, was instrumental in blocking the pounds 300m bid from Airtours earlier this year, which valued the shares at 150p. Although it has a business tie-up with Owners it has no plans to bid for the company.

The Takeover Panel is investigating whether the Owners board made misleading statements to shareholders about its trading prospects during the Airtours bid. Last week Owners warned that full-year profits could be around pounds 15m, about half what shareholders had been expecting when they rejected the Airtours bid.

Samuel Montagu, Owners' merchant bank, welcomed the investigation because it would 'clear the air'. The change in profit expectations had been the result of miscalculation by Owners' management rather than any deliberate attempt to mislead, it said.

The shareholders are now hoping the panel will decide that, under the circumstances, the one-year rule on future bids should be waived, allowing Airtours to make another offer for Owners this year.

'If Airtours came back with an offer of 110p or so, the institutions would snap its hands off in their eagerness to accept,' one investor commented.

Shareholders are also threatening to take Owners to court if the company tries to pay compensation to Howard Klein, chairman, and Roger Allard, group managing director, both of whom resigned last week in the wake of the profits warning. The company said it intends to pay compensation although it has not yet fixed the amount.

'Mr Klein's compensation will be negotiated,' a spokesman said. Mr Klein, who is on a three-year contract, earned pounds 340,000 basic salary plus a pounds 120,000 bonus last year. Mr Allard earned pounds 418,000.

'Klein's departure is not enough,' one irate shareholder said. 'And his departure with compensation would be a disgrace. We will sue if they pay compensation.'

He added: 'The institutions want blood, they want revenge.'

Owners' main shareholders include Mercury Asset Management, Gartmore and Phillips & Drew Fund Management. The shareholders narrowly rejected Airtours' bid last February on the strength of glowing reports of Owners' trading experience. The company claimed to be selling record numbers of holidays and looked forward to a strong year for profits.

But it now says that demand for its holidays suddenly slumped in May, June and July, normally the busiest time for tour companies. It said customers were going for cheaper holidays rather than Owners' more upmarket packages. It had been forced into heavy discounting.

It also accused Airtours and Thomson of paying commission to staff in their travel agent subsidiaries to sell more of their own holidays at the expense of Owners'. The company claims its holidays sold through Thomson's Lunn Poly chain have fallen 48 per cent and were 38 per cent down in Airtours' Pickfords chain.

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