Jinnie turned the solicitor’s letter over several times, reading the address and the solicitor’s name over and over, time and again, before a voice in her head said, ‘Open it then.’ Looking down, Larry was sitting, looking at her. Suddenly, he got up and trotted off into the front room. Jinnie followed him and found him next to the seat on the sofa where she usually sat. Sitting down in her regular seat, she made a fuss of Larry before opening the envelope.
Inside was a letter and a C3 envelope. The letter was on the headed paper of Irwin Norton LLP, and Jinnie read it first. It said:
Dear Dame Jinnie,
We act for the late Sir Percy Richards.
The enclosed letter was lodged with us by Sir Percy with the instruction that it should be forwarded to you, by courier, immediately we became aware of his confirmed death. We have no knowledge of the letter’s contents. However, Sir Percy authorised us to tell you that he has personally written to every SuperBurger director.
Yours sincerely,
Charles IrwinManaging Partner, Irwin Norton
Jinnie thought, ‘Well, that tells me a fat lot,’ and turned to the sealed C3 envelope. On the front, written in fountain pen, it said, ‘For the attention of Dame Jinnie Du Luca – only to be delivered in the event of my death.’ It was signed, ‘Sir Percy Richards.’ Jinnie opened the envelope and unfolded the letter, which was written in the same hand. She read:
My Dearest Jinnie,
You obviously now know that I am dead. I have written individual letters to you and each director to beg you to implement my plan for the future of my baby, SuperBurger. As you alone know, I asked you to become the company’s managing director, and that will remain our secret unless you decide otherwise.
From the very first board meeting you attended, I saw you as the future of the company. You came in and spoke your mind. You saw everything with a fresh eye and instinctively knew what was wrong and how to fix it, and you seem to have single-handedly started turning the company around. I know I have not been the easiest person to work with, but I was delighted when you stood up to me and brought out the fight in Harriet. She is an excellent HR director, and I hope the pair of you can work together.
My initial plan was for you to become managing director and for you to become the driving force of the company, with me taking a back seat. But when you, for very good reasons, turned down my approach, I had to think again. I have developed a plan, but my physician has warned me that I have major heart problems, so I might not have time to implement it. Hence, I have written this letter and letters to the other board directors.
I have been talking in secret with the chairman of Trattoria Trevi (Group) about a reverse takeover, and we have shaken hands on a deal. However, now I am dead, I must implement a variant of the scheme. Firstly, I have written to every director asking them to appoint you as temporary chairman until my will is read and my plan can be put into operation. Although this is not essential to the plan, it will make things easier.
My idea is to use my 41% holding in SuperBurger to drive the scheme, but I would still have needed your help to vote your holding with mine to drive it through an extraordinary general meeting. I had intended to talk to you before announcing the plan to the board, but events have overtaken me.
However, as you are reading this, that part of the plan has been thwarted by events. Instead, as you will learn when my will is read, I have left my holding split equally between my two wonderful baby grandsons. But as they are only 12 months and 15 months old, their shares will have to be held in trust, and in my will, you are named the lead trustee. This will enable you to vote their shares, and together with yours, you will have the majority to push the reverse takeover through the EGM.
The plan Alberto and I have agreed to is for TT Group to purchase SuperBurger and take it into private ownership. TT Group will offer shares in the new group for those willing to take paper or cash for those who don’t want paper. I suspect you will take the new shares, but SuperBurger will loan TT Group the money to buy any shares offered, and once SuperBurger is part of the enlarged group, the loan can be paid over an extended time or written off, as it will effectively then owe the money to itself. We have agreed that Trattoria Trevi (Group) will change its name to TT SuperBurger (Group) Limited, and there will initially be three companies under it: SuperBurger Limited, Trattoria Trevi (Holdings) Limited, and Dark Kitchens Limited.
In effect, the three companies can continue to operate exactly as they are today but under a single supervisory group. Alberto and I firmly believe that the combination of our two babies will make for a powerful family of catering companies with the monetary clout and managerial capabilities to expand into new fields and make a huge amount of money.
I hope you can see the merit of this plan and that you can see your way to support it.
Thank you in anticipation.
Your great admirer,
Percy.
Jinnie realised she was crying. The man knew he was going to die and had spent time handwriting letters to every board director, planning with Alberto, and redrafting his will. She thought back to her last meeting with Alberto, where they had discussed the future of the Trattoria Trevi (Group), and realised he had been sounding her out.
It was then that the twins burst into the room and interrupted her thoughts. Willie said, “Mummy, we didn’t know you were home. Why didn’t you come and say hello?” Jinnie ruffled his blonde hair and said, “I was reading a very important letter, darling. In fact, it is so important that I must make a few phone calls before dinner. I promise I will be as quick as possible.”
Jinnie headed for her home office with Larry trotting along a yard in front of her. She was a couple of yards from the door when her mobile started ringing. Pulling her iPhone out of her back pocket, she glanced at the screen and saw it said ‘Harriet’. Answering the call, Jinnie said, “Hi, Harriet, can you hang on a moment while I unlock my garden office door?” Sitting at her PC, she slipped her iPhone into its cradle, which put the phone into hands-free mode, and said, “Right, Harriet, I guess you have had a letter from Sir Percy.” “Yes,” came the reply. “It was a sweet letter, praising me and asking me to give you every support on the board. It was spooky, as if he knew he was going to die and you were going to be chairman.”
“I got a letter as well,” said Jinnie. “I think mine might have been a little more explanatory. His doctors had told him he had a very serious heart problem, and he had been planning for the future of the company, which involves me being made chairman. I can’t give you any details of the plan yet—I only learnt about it when I read his letter to me—but I was surprised. It is going to become clearer when his will is read, but in the meantime, it is our job to keep the ship on a steady course. But I can assure you that Sir Percy’s plan is audacious.”
“I’m willing to back you,” said Harriet. “I just had to talk to someone.” “I’m at DKL on Tuesday,” said Jinnie. “I’ll try to get over to SuperBurger in the afternoon, so can we have a coffee and a chat? The refurbishment of the chairman’s office starts on Monday, and Jane is organising my use of a meeting room for Thursday, but I expect to be homeless on Tuesday. Could we meet in your office?” “Of course,” replied Harriet.
***
Jinnie’s next call was to Alberto, who answered promptly, saying, “Hi, Jinnie, I was expecting you to call. I guess you have read Percy’s letter.” “That’s right,” replied Jinnie. “The letter was there when I got home from work. I must admit that when I read what you two have cooked up, I was amazed. Then I started to think about it, and the more I did, the more sense it made. Trattoria Trevi is growing fast, but it is still small compared to even FTSE 250 companies. However, as a private company, it has advantages. SuperBurger has been underperforming for years. I probably shouldn’t tell you this, but I think it has turned the corner. But without Sir Percy, it is still going to need driving hard. I’m not sure I would want many of the current board if it were mine to run. DKL is chugging along nicely, growing at a nice rate, but Wright Refurbishment is the gem in its crown.”
“I think your summary agrees with Percy and me,” said Alberto. “We both agreed that all three companies would be better and stronger under one umbrella.” Jinnie asked, “Did you consider having Wright Refurbishment as a fourth pillar?” “We did,” replied Alberto, “but we couldn’t make up our minds. I know you pushed to buy it so it had the power of being in a bigger group, and it would still have that, whether it was a separate division or remained part of DKL.” “I would favour it being a fourth division. It has never sat well in DKL—most of the directors don’t understand it, and it virtually works on its own right now,” said Jinnie. “Let’s talk to Belinda and Brian,” said Alberto. “I’m happy to go along with what they would prefer before we produce presentations to the boards.”
“So, Brian and Belinda don’t know about your plan?” asked Jinnie. “At the moment, the only living people who know are you and me,” replied Alberto. “Percy told me about his heart condition and that the doctors said he could die any day. That was why he wrote letters to everyone, but you were the only one he revealed the plan to. The others he asked to support you as chairman and trust in what you do.” “Strangely, the SuperBurger CEO visited him in hospital before he died, and Percy asked him to propose me as temporary chairman,” said Jinnie. “I agreed to stand in until he got back to work. I thought Percy would be back until five minutes before Thursday’s board meeting.”
“So, the plan has started,” said Alberto. “Yes,” said Jinnie. “But I think his PA, Jane, has worked out something is going on. Oh, and before I rang you, I had a call from Harriet, the SuperBurger HR director. She had received a letter. She is a smart cookie—one of the few worth a place on the board. She said her letter was spooky, predicting big things for the company. Now, she is definitely an ally on the board.” Alberto said, “Nothing is going to happen very quickly, at least not until his will is read. You know he was a very wealthy man. He told me he was a bit worried that his daughters might contest his will, so he has split everything, except his SuperBurger holding, 50/50 between them. He has three houses: the one in Oxted, one in Scotland, and one in Florida. He wants them sold and the money split. Oh, his daughters are also trustees of the grandchildren, but you have sole control over the voting of the shares, and they can only be sold with your written approval. He fully expects you to take paper for the 41% and your own 15%.”
“Wow,” said Jinnie. “Percy seems to have thought of everything.” “The only problem is we have to get this through two boards, and I’m not sure how either will react,” continued Alberto. “They would be mad not to go for the deal,” said Jinnie. “The combined company will be huge, and I predict big dividends.” “But some people don’t like shares in private companies,” added Alberto. “They can be hard to sell.” “But why sell if you are getting a good dividend?” replied Jinnie. “Some people don’t have your money,” said Alberto.
“When do we talk to the TT board?” asked Jinnie. “As I said, there is no rush,” said Alberto. “But you and Brian are both in the office on Monday. I wonder if we should also talk to Belinda then. We need to find out how she feels about continuing under DKL or if she wants to be a separate division. Is she on FaceTime? Perhaps we could talk to her in her office.” “She is on FaceTime,” answered Jinnie, “but I have no idea if she will be in her office on Monday.”
***
Over the weekend, Jinnie got a couple of messages from SuperBurger directors who had received a letter from Sir Percy asking them to support Jinnie as Chairman. Both said they had voted for her to be the temporary Chairman and asked her to stand for the permanent position. Jinnie replied, thanking them for their support and saying that, until Sir Percy’s will was read, it was impossible to know what the future of the company would look like. She promised that if it made sense for her to become the full-time Chairman, she would stand.
On Monday morning, Jinnie said nothing to Brian about the plan when he arrived in the office. They did, however, discuss the latest email from Brooke, which said six of the 14 restaurants being converted into Aunty JoJo’s Chicken Shacks would be opening that morning at 10 a.m. local time (3 in the afternoon U.K. time), with the remaining eight all open by the end of the week. The five branches joining the chain would follow next week, as they had been a week behind in giving notice to KFC. But it was the news that eight restaurants were now exploring the possibility of becoming franchises that excited Jinnie. At this rate, she said to Brian, they would soon become a force in the Canadian fried chicken business.
As always, Alberto was in around midday, and Jinnie had a word with him before they strolled into Brian’s office and Jinnie closed the door behind her. Looking up, a grinning Brian said, “This must be important.” “It is very important,” said Jinnie. “Before we start, I don’t really want Belinda to hear this second-hand. Do you know if she is in the office today?” “I think so,” replied Brian. “At breakfast, she was moaning about it being an estimating day.” Jinnie put her iPad Pro on Brian’s desk and FaceTimed Belinda, who answered very quickly, saying, “Hi, Jinnie. Is that Alberto I see at the edge of the screen?” “Yes,” said Jinnie. “We are with Brian. Hold on a moment while we get him to join the meeting.” A minute later, Jinnie said, “Can you see us all now?” and Belinda said, “Yes. I take it this is important. Should I shut the office door? Everyone knows not to interrupt when the door’s closed.” “Yes, please,” answered Alberto.
With Belinda back in front of her iPad, Alberto told the tale, adding a few things that were new to Jinnie. He started by saying that he had taken a surprise phone call from Sir Percy Richards, who asked if they could meet for dinner as he had something very important he wanted to discuss. Alberto said he was intrigued, and they met at the Trattoria Trevi, Turners Hill, and had a fabulous meal. Sir Percy had revealed that his doctor had warned him that his heart was failing and he could go at any time. Consequently, he wanted to ensure that SuperBurger—his baby, as he called it—had a secure future. At that first meeting, he had proposed a merger of the two companies, saying that together they would be stronger.
Alberto said that at the end of that first meeting, they had agreed to investigate the idea further and had shaken hands as they parted. A few days later, they met at Percy’s house and had a Trattoria Trevi delivery meal—the first Sir Percy had experienced—and he had loved it. Sir Percy said the one thing he regretted in his business life was taking SuperBurger public. Alberto said they had both been researching a merger and had realised that it wouldn’t be easy between a public and private company, and it was then that the idea of a reverse takeover had emerged, with SuperBurger loaning the money to Trattoria Trevi and buying the public company so the new group would be a private company.
Brian interjected, “That’s creative. You don’t get many reverse takeovers to take a company private. It’s not unique, but it won’t be easy to do. First, you must get it past the SuperBurger board and then an EGM. And get our board to agree.” “You are right,” said Alberto. “That’s where Percy has been clever. He rewrote his will and has left his shares in trust, to be split equally between his two infant grandsons. He has put a clause in his will making Jinnie one of their trustees but with full control over their voting power.” “How many shares did he hold?” asked Belinda. “Forty-one per cent of those in issue,” answered Jinnie. “I have 15 per cent, and the rest of the board has nine per cent. That leaves only 35 per cent on the open market.” “I haven’t told anyone this, not even Percy knew,” said Alberto, “but I bought two per cent when we set up DKL as a joint venture.”
“So, we should be able to carry a SuperBurger EGM,” said Brian. Jinnie smiled and said, “We?”“Of course,” said Brian. “I think it’s a brilliant plan, and I want in.” “OK,” said Alberto. “There are a couple more things you need to know. Jinnie has been appointed temporary Chairman of SuperBurger until Sir Percy’s will is read and that bit of the plan becomes apparent. He has also written to the SuperBurger board with a letter, only to be sent in the event of his death, asking them to support Jinnie, and we think three have already come out backing her.”
“Excuse me,” asked Belinda, “I think this is very interesting, but I really don’t understand why I have been invited to this meeting. I’m not a director of either company.” “True,” said Jinnie, “but Sir Percy and Alberto had been looking at the future company structure and thought about a top company with three operating companies below—SuperBurger, Trattoria Trevi, and DKL. But when I learnt of this plan on Friday, I suggested that perhaps we should have four operating companies, Wright Refurbishment being the fourth. Of course, that would depend on you. Do you want Wright to remain a subsidiary of DKL or to be a separate operating division of TT SuperBurger (Group) Limited?” “Gosh,” said Belinda, “I didn’t expect that. My first thought is I rather like the idea of being a separate division. We are that now, and it works.” Jinnie said, “OK, let’s base our planning on that, and I would suggest that the MD of each division has a seat on the ‘Group’ board.”
Brian asked, “How do we go about the deal? Have you worked it out yet? Is it all cash for SuperBurger shares?” “No, we are thinking about an optional cash or shares deal,” replied Alberto. “I suspect that a lot of the small owners will take the cash. They won’t like the idea of holding paper in a private company—it’s often difficult to sell.” “I see a bit of a problem,” said Brian. “There are only a very low number of Trattoria Trevi shares in issue, and they are all held by the existing shareholders. There are no unissued shares.” “That’s right,” replied Alberto, “but three of the existing board have expressed the thought of cashing in their shares and retiring. I have been wondering if we could work something out that allowed the guys to sell their shares and have the money to retire.”
“At the moment,” Alberto continued, “it is very hard to sell the shares because each share is worth a ridiculously high value if anyone tried to sell—literally tens of thousands each. Could we do a share swap and issue ‘new’ Trattoria Trevi shares for one old one? Say, 10,000 for each old share. If we were to end up with a million shares in issue, spread equally between the original five TT partners plus Jinnie and Sir Nigel, couldn’t we print and issue another million as if it were an IPO? Then we would have two million shares, and each shareholder would have a little over 142,000. If we buy back three holdings, we end up with over 1.5 million shares to issue to those who want to take paper. We know that Sir Percy, Jinnie, and my shares will swap for paper, and you can probably add to that the nine per cent held by other members of the SuperBurger board. We aren’t going to have to buy an awful lot of SuperBurger shares to make this work.”
“I will have to sit and do some calculations,” said Brian, “but it might work. But I have a question—you realise that as a director, I don’t have a holding in the company. Would it be possible for me to buy a holding?” “What if you were to buy a holding from one of the directors who wants to retire?” said Jinnie. “If that could be arranged in the next couple of weeks, it could make things easier. But it’s not going to be cheap.” “Money’s not a problem,” said Brian.
“Not so fast,” said Belinda. “What about me? I’m up for buying a holding as well. I have my own money—remember, DKL bought Wright Refurbishment from me for cash.” Alberto was smiling and said, “I’d love to have you on the main board. I was going to suggest we had the MDs of all four divisions sitting on the main board, but Jinnie would, in effect, be there twice. Now, can we find a buyer for the third holding?” “If it is necessary, I suppose I could buy them,” said Jinnie, “but I have always thought that we were working on the principle that each director had an equal holding.” “That’s going to change if we buy SuperBurger,” commented Alberto. “That is unless we go for an all-cash deal.” “Let me look into it,” said Brian. “It would be a lot easier than a cash or shares offer.”
Jinnie suddenly said, “I have an idea. Would anyone mind if I told Nigel what is going on? I have a feeling he might like to back his seat as IT director up with a shareholding.” “I have no objection,” said Alberto. “He is sound, and in my mind, I see him as the main board IT director. But do you think he could afford to buy in?” “I really don’t know,” answered Jinnie, “but there are ways around every problem.”
***
Jinnie sat opposite Nigel in his Maple House office, having explained the plan to him. He had listened patiently to her, and when he thought she had finished, he groaned, “I suppose this means that we will have to get rid of the antiquated IT system that SuperBurger runs and get their accounts, purchasing, sales, HR, and just about every other system up to date and up to our standards. It’s going to cost money. I have seen the EPOS system in the Potters Bar outlet—Camilla insisted we try it. These days, I am not a student living on pizza and burgers; I much prefer to eat in a Trattoria Trevi or get one of their English meals delivered. All I see is a load of work.”
Jinnie couldn’t help but laugh. Nigel so loved his IT job that he had completely missed the main thrust of her story and had only picked up on the work it was going to cause. “I expect that will be the case,” said Jinnie, “but we have plenty of time to plan that. Now, there is something a little more fundamental we need to talk about. Did you hear me say that three of the current Trattoria Trevi directors are thinking of retiring and, in doing so, selling their shareholding in the company?” “Yes, I did,” said Nigel, “but I fail to see what that’s got to do with the IT side of the business.” “Well, let me explain in simple terms,” continued Jinnie. “Brian is looking to buy one of the holdings. Belinda would like to buy another holding. That leaves a third holding, and we wondered if you would like to buy the third one.”
Nigel sat there for a moment or two, clearly trying to process what Jinnie was asking him. Eventually, he said, “Well, if I had the money, I would love to, but I don’t think our finances would stretch that far. Both Camilla and I are very well paid, and we enjoy an excellent lifestyle. Much to my surprise, we made a fair bit of money when we sold the house in West Sussex and moved here, but it’s invested, making money. But I’m pretty sure it couldn’t buy what is effectively one-seventh of the Trattoria Trevi Group.”
“OK,” replied Jinnie. “Firstly, you draw your current salary as a director of the TT Group, and in the new business, you will continue to do so. Even if the name changes a bit, it will still be the same job. But on top of that, you will also be the IT Director of the new top-level company, which has the working name of TT SuperBurger Group, and I can guarantee the salary for that position will be at least half as much again as your current salary. “Now, here is what I propose: if you would like to buy the shares, I will make you an interest-free loan of up to the full amount of the cost of the shares, and you can pay me back in instalments once you are in the new job and have the increased salary. Don’t forget, the shares will also pay a dividend, and I really can’t see them going down in value. Unlike shares in a public company, people won’t be speculating in them—they should more truly reflect the value of the company and the dividends they pay.”
Nigel said, “Sorry, I’m being a bit slow here. Did you really say you would loan me the money to buy the shares and I could pay it back interest-free over a period?” “That’s exactly what I said,” replied Jinnie. “It actually goes a little further. You only borrow what you need—if it’s all the money, so be it. I’ve just come from a meeting where this was agreed. You don’t start paying back the money until you are being paid to be a director of the main board, and it can be over a long period—say ten years. If you can afford more one month, say you’ve had a dividend payment, that’s OK with me. “Now, of course, the deal to buy SuperBurger could fall through. If that happens, I will buy the TT Group shares from you at cost if you want to sell, so you have no risk. Of course, if you want to hang onto the shares, that would also be OK.”
Nigel thought some more before saying, “I really do appreciate the offer, but I can’t say yes or no right now. I must discuss it with Camilla. We have a rule at home—if we don’t both agree, we don’t do it.” “I understand,” said Jinnie, “but please don’t take ages making up your mind. We really need to get this transaction sorted before Sir Percy’s will is read.”
In Chapter 35 – Nearly four months later
© WorthingGooner 2025
