– in the House of Commons at 10:03 pm on 15th December 1986.
I am grateful for this opportunity to raise an issue of tremendous significance and importance to people in my constituency and in the constituency of my hon. Friend the Member for St. Helens, South (Mr. Bermingham) and a number of other hon. Members. I regret the necessity for raising the subject, but I do so because the bid that has been made by BTR for Pilkington Brothers plc, whose headquarters are in St. Helens, is wholly unwelcome and completely rejected by almost everyone in St. Helens.
The bid is totally opposed by the company. I should like to quote briefly from the statement by the chairman of the company, because that shows the opposition of Pilkington's to the bid. Mr. Anthony Pilkington, the chairman of the company, in a recent document rebutting the offer by BTR said:
In 20 years, Pilkington has moved from fourth position in the world to undisputed leader. I would regard it as grossly inequitable if the very substantial benefits which are resulting from our successful strategy were to flow to BTR shareholders rather than to you and the other shareholders of Pilkington. I am confident you will support Pilkington and all that we represent.
It is the clear and strong advice of your Board and of its financial advisers, Schroders and Goldman Sachs, that you should reject BTR.
I need scarcely add that your directors have no intention of accepting the offer in respect of their own beneficial holdings.
The bid is also entirely unacceptable to St. Helens borough council. In a statement on local radio the other day, the chairman of the council said that the loss of local control of the company would greatly harm St. Helens. Mrs. Marie Rimmer, the leader of the council, said:
We will definitely not keep the head office base within St. Helens. That's something the council have used very seriously, it's quite prestigious to have a multi-national head office within your town. Not just for the jobs that's there, but in attracting other businesses to St. Helens.
It is also clear that the bid is entirely unwelcome to all the political parties in St. Helens. It is unwelcome to the chamber of trade, to the small business people, to those who supply Pilkington and to the shopkeepers who rely on its prosperity. It is also entirely unacceptable to the trade unions in the town and to the entire work force, white collar and blue collar, shop worker and manager.
I shall quote briefly from some of the many letters that I have received on the subject, but I hope that the House will understand why I do not give the names and addresses of those who have written to me. I wish to protect their interests just in case the takeover bid is successful and jeopardises people's future interests. The Minister can have a copy of all the letters that I have received.
A senior manager stated:
I am a native of St. Helens and a long-serving employee of Pilkington, having experience of the Company from 'grass roots' to senior manager.
It is a sign of the company's policy that many senior managers started on the shop floor. The letter continues:
As an employee, I have seen the company grow from a relatively small, mostly United Kingdom-based operation to its current position as undisputed world-leader in the industry. This growth has been based principally on its commitment to technology, and clearly the publicly stated 'rust bucket' approach of BTR is totally incapable of maintaining that position for long—let alone permitting further growth. Low technology and Pilkington are incompatible.
An engineering manager at Pilkington wrote to me as follows:
Pilkington, who have been in the glassmaking business for 160 years, have provided employment for my family for four generations, so it is only natural for me to ask how a low tech conglomerate such as BTR can improve on Pilkington's performance … Pilkington are already the best and do not need BTR, particularly at this time when the results and prospects are already improving rapidly after a lot of hard work.
Those two letters are examples of the many that I have received from management and work force. I have also received many letters from trade unions. The district secretary of the south-west Lancashire district of the Amalgamated Engineering Union—my union—wrote as follows:
I write to express the great concern of the AEU District Committee at the prospect of the BTR takeover being successful. The numbers employed by Pilkington Bros. in the town of St. Helens has of course reduced dramatically over the last 10 years. Nevertheless, it is the view of my District Committee that the present takeover bid, if successful, would result in even greater job losses.
A resolution passed by members of the Association of Scientific, Technical and Managerial Staffs, which represents the Pilkington work force throughout the country, states:
This ASTMS Conference of Pilkington Delegates representing 3,000 members employed by Pilkington's in the UK, having considered the bid by BTR is of the conclusion that the takeover makes no industrial sense and would not be in the long term interests of employees at Pilkingtons … We have also considered BTR's industrial record here and abroad and we do not believe that our agreements or our trade union rights would be protected under a BTR management.
Does my hon. Friend agree that the disgraceful treatment that BTR has meted out to the employees of Hangers, the limb fitters at Roehampton, and the way in which it has treated other companies that it has taken over, are reasons for referring the bid to the Monopolies and Mergers Commission?
I am grateful to my hon. Friend for putting forward that point of view. I hope that he will have a chance of developing it if he catches your eye, Mr. Speaker. The treatment that BTR has dished out to workers in other companies that have had the misfortune to fall within its hands is motivating the minds of thousands of trade unionists who are employed by Pilkington.
In this week's special edition of the St. Helens Reporter, which speaks for the town and is read throughout the town, the editor writes:
In three short weeks, St. Helens has become the focus of national, and international, attention. Why? The £1·16 billion takeover bid of 'our' Pilks by the trans-national faceless conglomerate BTR has dominated the pages of the financial press. I say 'our' Pilks because what affects Pilks affects St. Helens. And the effect on St. Helens if the vigorously-contested bid goes through after Christmas would be nothing short of disastrous. For St. Helens, a town proudly built on glass and coal, would end up like the forgotten steel towns … a ghastly, ghost world falling apart through financial neglect. The epitome of desolation in a deprived and industrial-degraded north west.
Is not the real point—the hon. Gentleman has said that BTR has not been a successful conglomerate, but it has—that there is no industrial synergy in it taking over Pilkington, which has been highly successful on its own and has a great industrial future on its own? We need companies in industry which progress in their own sectors in their own way successfully, as Pilkington has, without them being taken over by those who want to make something different out of them. We need industrial giants to progress on their own as Pilkington has, and not financial conglomerates.
I am grateful to the hon. Gentleman for his remarks. He has set out the thrust of all the letters and resolutions that I have received. He has expressed the comments which have been made to me during telephone calls and in conversations throughout the town, the thrust of which is that Pilkington must remain an independent company. It is on the record that Pilkington has been part of St. Helens since 1826, and as the company has grown, so the town has grown.
The company's long-term strategy has turned it into a world leader with the best worldwide market position of any glass company. It leads the world in glass technology and innovation and is unique among British companies in building world leadership from a United Kingdom base. It occupies that position as an independent British company that maintains its head office in St. Helens, which was rebuilt a few years ago. It is the only multinational company with its headquarters in the northwest.
Pilkington is not confined to St. Helens and it is obvious that many hon. Members are concerned about the company's future. It is growing in advanced technology and it has plants in Glasgow, north Wales and many other areas throughout the country, including Birmingham, which have pioneered developments in the glass industry. It has a manufacturing capacity in a number of western countries and its famous flat glass manufacturing plant is licensed out to no fewer than 31 manufacturers in 21 countries, including the USA and the USSR, which brings tremendously needed revenue into the company and the country.
Pilkington's commitment to research and development is massive. No less than £50 million a year is spent by the company in operating at the frontiers of glass technology in virtually every sector. That massive investment must be taken into account when consideration is given to the company's profits, which have risen to £86·9 million from £49·4 million for the six months to September 1986.
Pilkington is a profitable, high technology company, and is spending vast sums of money to remain so. It is respected by its work force. that is one of the most important factors about the company. Of course, Pilkington is much more than than. Its involvement with the town of St. Helens is legendary, beneficial and pioneering. In 1978, with the local council, the chamber of commerce, banks and trade unions, Pilkington launched the famous Community of St. Helens Trust. Since 1979, the St. Helens trust has been responsible for the creation of about 450 businesses within the town, and more than 90 per cent. of those companies have prospered and are operating today.
Since 1979, over 5,000 new jobs have been created in St. Helens. Through the work of the trust, new businesses are being formed at the rate of one and a half per week. It is the forerunner of the enterprise agency movement. The trust is still chaired by Anthony Pilkington, the chairman of Pilkington Brothers plc, despite his many other commitments. The trust launched Rainford venture capital, which was established to provide equity investment in small companies, and it has been tremendously beneficial for many small companies within the St. Helens area. The trust also launched Pilkington Properties, to develop sites that were surplus to Pilkington's requirements and could be used for incoming small businesses. The trust launched the index scheme—a youth training scheme—long before the Manpower Services Commission talked about the two-year training programme. The index scheme advocated and put into practice a two-year training scheme for young people.
For every project that it can, Pilkington places orders within a 20-mile radius of St. Helens. Recently, Pilkington responded to an MSC approach to manage a community programme. Two weeks ago, I visited that programme. It now employ no less than 140 people on five separate schemes, all of which are beneficial to the town, particularly to the elderly.
The company has been responsible for promoting good works and employment within the community programme. But Pilkington has contributed to much more within St. Helens. We are proud of the fact that St. Helens is one of the few towns with a live theatre—the Theatre Royal. Pilkington has put a great deal of work into maintaining it. Only a few years ago, Pilkington handsomely contributed to a magnificient centre for handicapped people.
No doubt, some people will sneer, "Paternalism." Some people will say that companies should be responsible only for creating profits for shareholders. Pilkington is one of the best companies. It engages in a wealth-sharing exercise with the community which, in the first place, is responsible for creating that wealth.
The people of St. Helens wish to ask legitimate questions of BTR. Will BTR maintain the commitment to the present level of expenditure in St. Helens? Will BTR maintain the head office in St. Helens? Will BTR maintain the level of expenditure on research and development? It is hardly likely. If hon. Members examine BTR's answers to previous questions, they may judge what its leading personnel have said.
Sir Owen Green, the chairman, was reported in October 1985 as saying:
We have never seen the ethical need or the material reward for placing research and development to the forefront of our activities. Research does not seem to fit easily into the cut-and-thrust environment of industry and commerce.
Mr. Jeff Cahill, the chief executive-elect, says of BTR under his stewardship:
We'll still be known as a rust bucket company, making mature products with a mature life. There'll be no high-tech.
Will BTR maintain current levels of activity and employment throughout the Pilkington group? A most important question for BTR to answer is this: what will it do to improve Pilkington's performance if it acquires the company? The answers to those questions are of interest, not just to the people of St. Helens but to the shareholders, particularly the financial institutions in the City that hold Pilkington shares, and hold the people's livelihood in their hands. They have a question to answer: is short-term, get-rich-quick profit to be preferred to long-term stability and steady wealth creation? That will be the deciding factor. I and my hon. Friend the Member for St. Helens, South have no doubt that the estimated 10 per cent. of small shareholders from the St. Helens area will be resolute in voting for Pilkington's.
There is also a question that Sir Gordon Borrie, the Director General of Fair Trading, must answer when he considers the bid, and in any recommendation that he makes to the Secretary of State. I am puzzled by the report in The Independent on Saturday 13 December, which informs us:
Popular wisdom is that the OFT will clear the BTR offer and its recommendation will be accepted by trade minister Paul Channon.
That comment is rather odd in relation to the recent speech made by Sir Gordon Borrie in Glasgow. The Guardian of 5 December reported him as saying:
present competition law could be encouraging conglomerates and reducing the number of independent decision-making centres.
That definitely fits the present Pilkington situation. The article went on to say:
But he criticised the free-for-all view that where mergers did not affect competition everything could be left to market forces. These forces were driven by shareholders and a myriad of financial advisers and experts.
Again, that fits the Pilkington bid. The article continued:
it was extremely difficult to determine whether so 'excessively short-term a view' was being taken that the merger might be against the public interest. One way of attacking this problem, he said, would be to consider changing the burden of proof, so that companies had to demonstrate positive benefits if a merger was to be cleared.
That was an intelligent and far-sighted way of approaching our problems, with the present mania of takeover bids.
Sir Gordon must acknowledge that the takeover is not in the public interest. That is a ground for referral to the Monopolies and Mergers Commission. As my hon. Friend the Member for Norwood (Mr. Fraser) said in his intervention, the other ground for referral is the undoubted disastrous effect on industrial relations that would occur throughout Pilkington if the bid were successful. A submission on both those aspects will be forthcoming from St. Helens council and the Pilkington trade unions. They will meet tomorrow to make that submission. It is the intention of the council to call a meeting of all local authorities in Great Britain with Pilkington plants in their towns and cities so that they can make a similar submission to the Office of Fair Trading.
However, the main questions are for the Government, and so they should be. It is not just a matter of insider dealing, which is prevalent in so many deals. The main questions that the Government must answer is: what sort of British industry do they want? Do they believe that the nation's industry should be based on long-term strategic planning, backed by significant capital spending on research and development, as do the German and Japanese Governments? If the answer to that question is no, that market forces, short-term financial and profit motives must prevail, and that the rusty bucket BTRs of this world must be allowed to swallow the high-technology Pilkingtons, God help manufacturing industry. It will have no real future.
However, if the answer to that question is yes, Britain's industry must be based on planning and research and development, the BTR bid for Pilkington must be stopped dead in its tracks. That is what Pilkington's board wants. That is what Pilkington's workers want. That is what local authorities, especially St. Helens, want. I suggest that that is what the majority of hon. Members want.
If the speech of the hon. Member for St. Helens, North (Mr. Evans) were his first speech on industry, one might well have found a point that one could meet. But, as I listened to the harrowing accounts of the destruction of family businesses and the concentration of wealth, I could not help remembering that it was the Labour party which consistently, for 40 years, advocated nationalisation, which eliminated family businesses and concentrated wealth in the southern areas of this country.
I do not think that the hon. Gentleman has served his constituents' interests as cleverly as he might. He hopes that he can deflect the bid from BTR, but BTR has had a track record of success, which means that it has delivered a great deal of improved asset value to the owners of its shares, who will often coincide with the owners of Pilkington's shares. Those shareholders will represent many of the hon. Gentleman's constituents whose insurance policies and pension funds will be invested in the success of those institutional shareholders.
If the hon. Gentleman had really sought to achieve the purpose which I think he genuinely wants, he would have been better advised not to attack BTR, because it is a successful British company which is pursuing its success in the market place. I would have no adverse comment to make on the way in which it goes about its purpose. That is a legitimate thing to do. Rather than look to the Government—that is perhaps more instinctively in line with the hon. Gentleman's philosophy—the hon. Gentleman might have done better to approach this matter from the point of view of Pilkington's shareholders. They are the people who, on reading his speech, will have to decide whether he has deployed persuasive arguments. They are the people who will decide whether to accept the bid.
Will the right hon. Gentleman reflect on what he has said in his party-political approach and on the fact that the only words that I used that could be described as an attach on BTR were "rusty bucket"? They were the words used by the chairman of the company. They were his words, not mine.
I understand that. I listened carefully to the hon. Gentleman's speech. If it is read by the institutional shareholders to whom he is addressing his message, I do not think that it will find empathy with the assumptions upon which they work. They will be aware that, broadly speaking, for as long as anyone can remember, the Labour party and its supporters in St. Helens have vilified Pilkington and much of what it stood for. Today, we hear a latter-day conversion—and I welcome it for that—but I am not deceived by the depth of the transformation.
I have given way once. This is a short debate, and I wish to pursue my argument.
I have no adverse comment to make about BTR, but I think that it is wrong to approach this matter from that point of view. It is important that BTR should prove its case and that the onus of proof should be on it in making a bid of this sort. I hope that Pilkington's shareholders will carefully consider where their obligations lie and should lie.
Recently, the CBI, in calling for an industrial strategy, determined to appoint a distinguished group of CBI members to go to the City to discuss with institutional shareholders the long-term relationships of owners and managers. That is an overdue step which should be given every support. The managers, who in this context would represent the views that Pilkington's is now expressing, want to talk to the owners of Britain's institutional wealth because they increasingly understand that much of today's investment in manufacturing industry is long term and much of the costs of maintaining an industrial apparatus involve overheads which can, in the short term, be cut. But, if they are cut, there will be a price to be paid in the long term.
The hon. Member for St. Helens, North has rightly pointed out that aspects of potential economy in the short term include training and the research and investment programmes of companies, because they could all be set on one side in the pursuit of relatively short-term gains. It is even possible that shareholders can gain from an immediate return, but, in the longer term, there can be no gain for British shareholders unless the economy, and the manufacturing economy, is encouraged to invest and grow.
The issue at the forefront of the debate is whether the institutional shareholders of the country are prepared to see through some permanent commitment to the companies that they own, or whether they will take relatively short-term views within a capitalist ethos which has no longer-term accountability. I do not think that, in the end, the Government can stand aside from these matters, but I would infinitely prefer it if the shareholders recognised the responsibility themselves.
It is important to recognise that none of the equivalent capitalist economies, which we must in the end compete with or fail, would adopt so simplistic a view as that which maintains that there are no long-term commitments and that the short term is all. Germany, Japan and France have arrangements, an understanding, a community of national approach, which draw managers, shareholders and financiers into a much more coherent understanding of where their long-terms interests lie.
The only economy that would take an approach to the market similar to ours is the American one. It can do that because it operates on such a large scale. If one considers the penetration of low and medium-technology products from Japan into the United States, however, we realise that even the Americans are having to come to terms with an extremely uncomfortable penetration from a much more coherently organised capitalist economy. These are the fundamental issues that we have to address and which Pilkington summarises.
It fell to me—it was an immense privilege—to be associated for some years with the fortunes of Merseyside. It is an inescapable fact that, in that part of provincial England, the great family businesses that created its wealth have gone, not because the market alone dictated that they should, although that is partly the case, but because the tax regimes to which we subjected them made it inevitable that they would sell out.
There was no conceivable way in which family businesses could be more than one generation businesses. They had to pay captial gains tax and death duties and, in the end, they had to put their companies on the market. Local institutions or people who wanted to buy offered cash, but cash was less attractive than the tax-free roll-over provisions of the publicly quoted companies.
There is no escape from the logic of that Government interference within the marketplace. It was not just Tory intervention, but the intervention of all parties over decades. The result is an erosion of local autonomy and power which is dangerous to an economy and which has led to a concentration in the City of London and the south. That is a step better than the nationalisation of industries, but it is a step in the same direction towards central control.
As my hon. Friend the Member for Hereford (Mr. Shepherd) said recently in an important speeech on another industrial matter, it is by no means self-evident that the accumulation of power by publicly quoted companies has been beneficial to the country's industrial base. I respect the discipline of shareholders to look after the interests of their investors on whom their future must depend, but I ask them to remember that this company, by any logical standard, has tried to achieve what has been asked of it. It has invested. It has dominated the technology of its industry. It has become a world leader. It has faced recession and, in doing so, it has run down its work force—but with compassion. It has, as far as possible, run down its work force with voluntary arrangements and allowed its people to go at as acceptable a pace as was possible.
The hon. Member for St. Helens, North referred to paternalism. I am a paternalist. I believe that those who have private privilege and power should exercise the responsibilities that go with that privilege. If Pilkington had been copied on a larger scale, the effects of the recession on our industrial economy would have been less harmful.
The hon. Gentleman referred to the enterprise trust. It was one of the first examples of which I am aware—pioneered by Bill Humphries of Pilkington—where capitalist Britain worked in partnership with a Labour local authority to stimulate a climate in which small companies began to appear and job creation was a prime concern in a free enterprise environment. This Government dramatically increased the incentives for that sort of trust, but Pilkington pioneeered that spirit. That must be one of the finest examples of what a locally based and controlled company should try to do to win the consent of the local people for the ethos of the capitalist system.
When those shareholders come to consider where their votes should be cast, I ask them not only to consider the short-term view but to look to the long-term interests of the company. They have a responsibility, as we all do, for the success of our manufacturing bases. There will be a message and a consequence if they simply think that they can sell today in the hope that somebody else will pick up the pieces tomorrow.
It falls to hon. Members to argue the ethos of capitalism. It is a great deal easier to argue for capitalism that patently cares, and Pilkington beyond peradventure is just such a company.
I found it sad that the right hon. Member for Henley (Mr. Heseltine) began his remarks in support of the company that has done so much for the town which I have the privilege to represent with an attack on my hon. Friend the Member for St. Helens, North (Mr. Evans) and me. On numerous occasions we have supported the employees, trade unions and company through oral and written questions, speeches and comments.
The company is at the heart of St. Helens and it is deplorable that a Member of Parliament who represents a lusher pasture should begin his remarks in defence of the lifeblood of our town with an almost personal attack on its representatives. When the right hon. Gentleman reads his speech tomorrow, I hope that he will realise that his initial remarks could be interpreted in that way.
If the right hon. Gentleman did not wish to attack my hon. Friend or me, we shall be delighted to hear his retractions and clarification; but if such clarification cannot be given, we must take the remarks as we heard them. Tonight I do not wish to make petty party political points. I have a genuine issue at heart.
Those who have shares in a large company have a responsibility, not only to the company, but to the people who produce the wealth that lies behind the value of the shares. The wealth of Pilkington has been a combination of both capital and labour. Labour includes the ingenuity, skill, brilliance, ideas and development over many years of those who work in the company. Most of them are not shareholders. Labour includes the efforts of those who work on the shop floor—the fitters, joiners, blowers and skilled craftsmen. The skill of such men throughout the country in the optical industry makes this product a world leader. It is a combination of their efforts, brains, ideas and lives that creates the background to the work.
I accept that if a business is to grow it needs capital and over the years there has been an input of capital. Hence we have the creation of shareholders within the company. Without that skill, effort, brilliance and technical know-how, the company would never have grown to its present size. In saying that, I pay tribute to every member of the staff, whether the managing director or the youngest recruit and apprentice. Every person plays a part in the company's development.
The pension fund managers and investment houses which own the bulk of the shares should address one simple question. In holding the shares that are often the product of the purchasing power of the pension contributions from ordinary working people, do they have a responsibility to those who made the wealth that gives value to their pension funds? The answer must of course be yes. For too long—I do not seek to be cruel in what I say—the investment managers have often considered a share as a means of making a profit, or a quick buck on a turnover through the shifting of millions of shares. We saw that happen in the Guinness bid and in numerous takeover bids that have occurred during the past few years. Ultimately the decisions of the pension fund managers determine the outcome of a bid and very often that decision has rested on what is most profitable to the pension fund.
That is the sad disease that has begun to destroy the American stock markets where there has been a growth in green mail and the emergence of people like Boesky who wheel and deal and make millions without lifting a hand to create a manufactured product.
If we develop a society in which billions of pounds can change hands at a stroke of a pen, we will create a society that will destroy the base of that society's wealth—the ability of men to create a product that is wanted elsewhere, that can be sold to create wealth, investment, expansion and new work. The bid from BTR is a classic example of the kind of bids that we witnessed in the latter part of the 1960s and in the early part of the 1970s when companies were taken over, broken up, their assets stripped, parts sold and ideas destroyed so that those who struck to create the conglomerate could repay the money that they borrowed to pay for the deal.
Pilkington would be destroyed if it was broken up. As a result of BTR's bid, will we once again witness the destruction of a major industry? We have seen that happen many times already. I do not intend to attack BTR tonight because I do not think that that is a worthwhile exercise and my hon. Friend the Member for St. Helens, North has covered much of that ground. I do not want to delay the House by repeating what he said. However, I absolutely support and endorse everything that he said.
The point that I wish to make above all others tonight is that the Government have a duty and responsibility in these matters, just as the Director General of Fair Trading has a responsibility. The time has come when the Government must accept some responsibility in the corporate market structure. They must stop the nation following the same road taken in the United States where mega-bid follows mega-bid, where groups of companies are taken over simply to be stripped out, broken up and sold off so that the creditor can make a few hundred million dollars here and a few hundred million dollars there by selling the bits that he does not want. He can keep the parts that he wants and can grow. Who are the winners in that game? Are they the employees or the nation involved? The American experience shows that the employees and the nation lose out and that the winners are the arbitrageurs—or whatever they are called today—who are in it to make a buck for themselves.
Our society is bigger than that and must not become a society in which jobs can fall at the whim of an investment manager like the leaves from a tree in autumn so that the investment manager—whether for an insurance company, a pension fund or simply a Boesky-like character—can make a fast pound in profit. We have a greater responsibility than that in the organisation of our corporate structures. I hope that tonight the Minister will give us an assurance, not just for this bid, but for other bids that are mooted, that we will begin to see the Government take on board some responsibility for the organisation of the markets that effect our corporate structures. With Government comes responsibility. The Government fought shy of taking on board the responsibility for organising the market place in the investor protection legislation recently because it took only a few days post the big bang for us to begin to see that the Chinese walls were so paper thin that they had no meaning.
Let the Government on this occasion take a principled stand and say that there is no industrial logic in what is being done and that there is no benefit to the towns and cities throughout this land which have Pilkington industries in them and there is no industrial benefit to the glass industry from the proposed takeover bid. Because there is no industrial benefit or logic, the Government have a responsibility to say no. I suggest to the Minister that, if no is what the Government say on this occasion, it may bring just a little bit of responsibility to the corporate barons within the City. As the right hon. Member for Henley suggested, it may make those who hold the bulk of shares in British industry—the investment managers of the major institutions and banks—realise that they have a responsibility as shareholders to the people who work in those industries and those upon whose backs, ideas and dreams they are making their wealth. Let us see whether the Government have the courage on this occasion to try to bring some discipline to the market.
The Floor of the House, the Dee and the Mersey divide me from the hon. Members for St. Helens, North (Mr. Evans) and for St. Helens, South (Mr. Bermingham). However, I am glad from north Wales to support the plea for Pilkington which they have both made. I do so from a point of view very close to that of my right hon. Friend the Member for Henley (Mr. Heseltine) whose powerful intervention in the debate I very much welcome.
BTR'S hostile bid for Pilkington is bad news for all who work for Pilkington, for those areas where Pilkington plants are situated and for Britain's industrial future. Pilkington has an admirable reputation as an industrial leader and employer. It is the world's leading glass company, and it got to be so by management every bit as shrewd as and a great deal more far-seeing than anything that the whizz kids of BTR could produce and by bold policies for researching and developing new products with a lead time far longer than BTR with its need for demonstrable short-term profits could possibly provide.
Is the hon. Gentleman aware that I visited a Pilkington factory in my constituency at Queensferry this morning? I met leaders of the work force and the management. They left me in no doubt as to their dismay at developments such as the hon. Member for Clwyd, North-West (Sir A. Meyer) is mentioning. I received a petition, which I was asked to deliver to the Secretary of State for Trade and Industry, which shows the united opposition of the work force at Queensferry to BTR's proposition.
The hon. Gentleman will be aware of the importance of Pilkington to Clwyd and the defects of BTR, as we saw all too clearly at Wrexham.
Pilkington is probably the best employer in my constituency. Its contribution to the local community is important, as it has been in every area where it operates. It pays good wages and offers good conditions of work. Above all—and this is what matters most to me—it offers precious opportunities to the really ambitious school leavers in my area, and, heaven knows, there are all too few such opportunities.
In the best sense of the word, Pilkington is paternalistic. That word is anathema to some parts of the City of London, despite the fact that paternalism has been a notable ingredient in Japan's industrial success story. Paternalism has been an important element in Pilkington's success. Its success makes it attractive to acquisitive operators like BTR, which, ironically, can use paternalism as a pretext for its bid, on the ground that brisker and more impersonal management would create even bigger profits.
BTR's record in north Wales has been lamentable. It took over Dunlop in Wrexham, which had received substantial local authority and Government help, stripped it and then shut it down. BTR then refused to hold any discussions with the local authority on replacement jobs. I wonder how BTR has the nerve to show its face in north Wales. North Wales wants to keep its "Pilks"; it does not want BTR.
What is to be done? There is something worrying about the way in which BTR has set about acquiring Pilkington shares and there is something distinctly suspicious about their sudden rise in value, which might tempt some shortsighted shareholders to try to make a quick buck. If BTR has overstepped the mark in any way—I am not saying that it has—I look to my hon. and learned Friend the Under-Secretary of State for Trade and Industry to be especially zealous in using such powers as he has.
However, as my right hon. Friend the Member for Henley said, there is a much wider question than whether the rules governing takeovers have been strictly complied with. The BTR bid raises the question of Britain's industrial future and puts the Government's policy towards industry under a searching light. It throws into high relief the fact that the requirements of industry and of finance are not complementary, as they should be and as Conservatives would like them to be. In some respects they are sharply divergent.
The City and the financial institutions perform a great service to this country. Without their earnings, Britain would be unable to pay its way in the world. However, they require a fairly quick return on the capital that they are so skilled at raising. Industry—in particular, technologically advanced industry—has to make a profit, too. We should never lose sight of that fact, but in some of its operations it needs to work on a very much longer time scale than is acceptable to the financial institutions.
If industry is to stay out in front, as Pilkington has done, it has to commit itself to some operations which may yield no return, or a very small return, for several years. This, plus the need for far greater industrial co-operation on a European scale, is the central question governing the continued survival of Britain as an industrial nation.
I do not expect my hon. and learned Friend to go so far as some of us would like him to go and say that the state ought to play a more active role in sponsoring carefully selected industrial projects, but the problem will not be solved by market forces alone, if only because the market itself is so imperfect. I am not referring to the much greater help that so many of our competitors give to their industries. That is a major factor, but it is a subject for another speech. I am referring to the inbuilt bias against industrial innovation and enterprise arising out of the way in which our capital markets and tax system operate.
My right hon. Friend the Member for Henley's observations on that point were extremely shrewd. Ministers cannot just put it on one side; they will have to do something if British industry is not to be sacrificed to the short-term requirements of the City of London. If it cannot modify its free market philosophy, at the very least it needs to do a great deal more to make sure that it is a free market and not just a well guarded playpen for financiers.
While Ministers are thinking about this, my hon. and learned Friend must use such limited powers as he possesses to prevent this takeover. He must make it plain that BTR's bid is as unwelcome to his Department as it is to Pilkington and that, if it looked like succeeding, he would use such weapons as he possesses to persuade the shareholders not to fall for the offer. The fox has got into the hen yard where our prize hens have been laying so well. It will gobble up the few and wantonly slaughter the rest. This is the repulsive face of capitalism, and it must be stopped now.
Order. It may be helpful to point out that the Opposition Front Bench Member will seek to rise at 11.10 pm and the debate must end at 11.32 pm. If hon. Members would confine themselves to five minutes each, it would be helpful.
I am pleased that my hon. Friend the Member for St. Helens, North (Mr. Evans), who is a good friend of mine, managed to initiate this debate. I say to the right hon. Member for Henley (Mr. Heseltine) that no one could defend the interests of the people of St. Helens better than my hon. Friend the Member for St. Helens, North. He knows a little more about the needs of the employees at Pilkington than the right hon. Member for Henley. I noticed the one element that was missing from the speech of the right hon. Member for Henley was the employees of Pilkington. He talked about the shareholders. In St. Helens, of course, people talk about nothing else but the ethos of capitalism. But they understand that capitalism might cost them their jobs and the prosperity of St. Helens.
We are not just talking about a takeover bid. We are talking about profits, asset stripping and predators. There is no greater predator in the market than BTR, nor is there a company with a worse industrial relations record. We do not need to go very far—it is much nearer to the constituency of the right hon. Member for Henley than St. Helens—down the road to see what is happening at J. E. Hanger. Where people have been put out of work. But, if we wish to go much further than that, we can look at South Africa where BTR have been paying disgraceful starvation wages to the workers. No wonder that the people and the employees of St. Helens are fearful of what may happen.
I am the president of ASTMS, which has 3,000 members in Pilkington, so I have a right to speak on this. We are talking about two quite different companies. The idea of a merger between them makes no industrial sense whatsoever. Pilkington is the world's leading producer of flat glass. We should be proud of that and seek to sustain it rather than let a rust bucket company, as my hon. Friend said, in low technology products—in engineering and rubber—take over or make a bid for one of the world's leaders. Not only St. Helens council is worried; West Lancashire district council is also concerned because the research and development centre is at Lathom.
It is right to have this debate because Pilkington is being judged against the ethos of this Government. In other words, it is being judged as a market force that looks for short-term profits rather than at the long-term interests of the nation. That is the tragedy that is befalling us far too often.
A company such as Pilkington must be prepared to put money into a long-term investment in a product that is continually changing and must be prepared to look for new ideas all the time in order to remain the world leader.
What is Pilkington's record? On research and development alone it spends £50 million each year and 60 per cent. of that is spent in the United Kingdom. I go further: it invests more than £200 million each year in new manufacturing and processing plant. That is how it has been able to maintain its place as world leader.
The company looks not at short-term investments but at investments for seven or 10 years ahead. That is the kind of market that the company is in. Glass is not just plain glass these days; it is a very sophisticated product. It needs long-term strategic planning on an international scale. Pilkington's success in float glass means that it has £400 million a year coming in in licensing fees because the company licenses all over the world. That is why the company is important. It has grown from the largest glass manufacturer in the United Kingdom to the largest glass manufacturer in the world.
Let me give one or two other figures about Pilkington. It provides glass for 7 million cars annually. It also provides the windscreens for Concorde. In an even more difficult market it provides the windscreens for Boeing 747s, 757s, and 767s. In optical glass it is ahead of all its competitors. There has been a changeover from optical glass in lenses to the plastic glass, as the hon. Member for Clwyd, North-West (Sir A. Meyer) knows full well from the factory in his constituency. It is one of the world's largest manufacturers and supplies one in five of all lenses purchased in the western world. In insulation products it is also ahead of the field. In medical lasers—
What constituency does the hon. Gentleman speak for?
I speak for many constituencies, because I speak for 3,000 union members.
I have two Pilkington companies in my constituency.
Of course, and the hon. Gentleman is proud of them. I shall finish because I want to hear what the hon. Gentleman has to say. I always listen to him with great interest.
It would be a tragedy if an international firm were taken over by one with a short-term future. The Government have a duty to ensure that that does not happen, and the bid must be referred to the Monopolies and Mergers Commission.
This is an important debate. It is a pity that it is so short, but we all understand why that has to be.
BTR is not the villain of the piece. It has done tremendous things in taking over many lame ducks and stripping out, not just for financial gain alone, many failing companies and making them successful. It is the successful companies that preserve jobs, so it is no good any of us thinking that BTR is just a financial stripper. Sir Owen Green has done a lot of great good for British industry.
The trouble is that in this case we are not talking about a lame duck. Pilkington is not a lame duck and it does not need to be broken up; it needs a continuing build-up. As the hon. Member for Warrington, North (Mr. Hoyle) rightly said, Pilkington's industrial processes are long term; and, as my right hon. Friend the Member for Henley (Mr. Heseltine) observed, unless Britain's bankers and investors are willing to look to the long term, we shall have no industrial processes left.
We have something to learn from the Germans and the Japanese. German and Japanese bankers and investors are willing to take a long-term view about investing in their industries. Too many investors in Britain look upon investment as a short-term matter, but industrial growth is not short-term. Pilkington does not need charity. It is a highly successful company which has done great things for the glass industry and for float glass. The company is a great innovator and it must not be broken up. Indeed, it needs to be expanded. It is more like a swan than a lame duck.
The Minister must recognise that this may be a watershed for Britain. Many companies, some of them family companies, have sat back and said, "We are okay as we are", but that is not the case with Pilkington. Because of the size of the company the Minister has the power to ask for a pause for breath. This is the time to look at a company that has done well by Britain and by its employees and shareholders, and to ask Britain's investors: what does Britain need most? I was an investment manager and I know something of these matters.
We cannot depend only upon the service industries. We must plan now for what we will have left when the oil has gone; and we will need our manufacturing companies. A company which deserves well of its people, the nation and the Government is Pilkington. I urge the Minister not to use his power to thwart BTR in its normal process, but to say to all inventive and innovative companies that they will not suffer because they are innovative and have invested money. The Government should tell such companies that they will be not protected but supported, because it is support that manufacturing industry needs. Pilkington has a right to expect that from the nation and from the Government.
Two years ago my right hon. Friend the Member for Worcester (Mr. Walker) opened a small, modern but significant plant for Pilkington in the town of Corby. It is already making a significant contribution to the company as a whole and to the town, which is rapidly becoming a town with one of the most buoyant local economies in the whole of western Europe.
The Government should pay close attention to the case advanced by hon. Members, especially by my right hon. Friend the Member for Henley (Mr. Heseltine). I should like to underline one point with all the force that I can command, because it is fundamental to the future of Britain—the necessity to preserve local influence, power and decision-making. If ever an industrial issue encapsulated that necessity, it is this bid. Although Pilkington has a significant and growing plant in my constituency, in the world the company is synonymous with St. Helens. The fundamental decisions of the company are made in St. Helens. As has been said, it is the only multinational company based in this country which has its headquarters in the north-west of England. One of the worst features of the structure of industry in this country is the perception that millions of people have that decisions affecting their future are taken in places far from where they live and work and where wealth is created. People living in the north-east and the north-west feel that. Sooner or later we will have to face what is involved and take decisions to reverse that process.
I agree with my right hon. Friend the Member for Henley that nationalisation has destroyed local decision making and local influences. Our tax structure has done the same. We cannot possibly turn the corner unless we address both issues. I have no doubt that if this bid succeeds, decisions fundamental to Pilkington, to St. Helens and to the north-west will no longer be taken there as they have been for a century and a half. That would be one of the most regrettable things that could happen to the industrial structure of this country. With all the force that I can muster, I warn the House that this process, which has been going on year after year since the second world war, has to stop and be reversed. Here is as good a place as any to fight that battle.
I congratulate my right hon. Friend the Member for St. Helens, North (Mr. Evans) on having obtained this debate and having given the House the opportunity to debate this important matter. Pilkington is a major industrial group of great significance. Despite the contractions of recent years, it is still a large employer situated in an area of low employment. It is a major exporter. It has also, to its credit, developed high technology very rapidly. It is a rare illustration of a company which can develop a new process and adapt it to successful production.
Too often in this country we have seen companies which are capable of producing a new process but incapable of successfully managing the transformation of that new process into successful production. Pilkington has mastered that. It is a British success and it is right that we should debate its future tonight.
It is also appropriate that we should open the last Consolidated Fund Bill debate of 1986 with a case which illustrates one of the major economic phenomena of 1986—the extraordinary, enormous pace of takeovers in the City.
The House will recall that, when we debated this matter a fortnight ago, I drew attention to the fact that this year the sums staked in takeover bids are five or six times the total volume of takeover bids last year, which was itself a record year. The Minister will be aware, because he and I had an opportunity on Sunday to debate the matter in rather exhaustive technical detail, that one consequence of these takeover bids has been the opportunity for insider dealing. That is relevant to tonight's debate, because the share price of Pilkington went up by 73p in the six weeks before BTR announced its bid. In fairness to BTR, let it be said that it made it clear that it was not buying during that period.
One of the matters I raised with the Minister was that we are aware from the public record that the stock exchange was investigating share dealings in Pilkingtons during that period. One of the questions we should address to the Minister is whether any reference has been made by the stock exchange council to the Department of Trade and Industry about any suspect dealing during that period in Pilkington shares. There is also a wide economic issue at stake in these takeover bids, which is also illustrated in this debate. My hon. Friend the Member for Warrington, North (Mr. Hoyle) quite correctly touched on that. The pressure of those takeover bids creates a short-term time perspective when an industrial company needs a long-term horizon for its investment decisions.
I listened with great interest to the right hon. Member for Henley (Mr. Heseltine), and I have some sympathy for his point that the shareholders in Pilkington should reflect on the issues at stake and should stick with Pilkington. However, the decisions taken in the City of London during the past decade illustrate an increasingly rapid turnover in portfolio by the financial institutions as, increasingly, they take short-term rather than long-term decisions. With one or two honourable exceptions, such as Pearl Assurance, few of those major financial institutions have shown a significant commitment to sticking with management through takeover bids rather than accepting the short-term cash and running.
A critical tension between the short-term and the long-term perspectives, which is illustrated by the case of Pilkington, is the amount put into research and development. Research and development investment is long-term investment at the expense of short-term profits. If a company invests heavily in research and development, the unavoidable consequence is that its short-term profits will be cut. If that happens, the short-term share price on the market may be depressed. If that happens, the company may become vulnerable to those in the market who may be inclined to value it by its total assets rather than by its total share price. That puts some companies at risk.
I concede that where those companies are run by inefficient managment and where they have developed into conglomerates which should be reassessed, reviewed and rejigged into different component parts, a takeover bid may have a healthy and constructive part to play. But does anyone in this Chamber argue that that is the case with Pilkington? Does anyone argue that Pilkington has an inefficient management or has grown beyond its core business? Moreover, if those were faults in Pilkington, what does BTR have to offer Pilkington in better management of the glass business?
The right hon. Member for Henley cautioned us against being critical of BTR, so I shall try to be as gentle with it as I can. I recognise that, in the terms of the City of London, BTR has been an extremely successful company. Its share price has increased rapidly. But plainly the company's growth has been based on buying other companies. Like the Hanson Group, it has been a hoover company, swallowing others in its path. As a result, BTR has a track record, and the right hon. Member for Henley cannot object to our referring to that track record.
Two clear features should worry us. One is what can only be described as the company's robust attitude towards industrial relations, illustrated by its attitude to J.E. Hanger, which was debated in the House last month. The bid for Pilkington is a bid against the hostility of the united work force and management of Pilkington. What is there in the track record of BTR that would encourage us to believe that it has the diplomatic skills, finesse and delicacy to overcome that hostility of work force and management and to win their support and co-operation, without which the company cannot succeed?
The other aspect of the track record that should worry us is the fact that BTR has been only too willing to divest technology if it can get a decent price for it. One of the first things that BTR did when it purchased Dunlop was to sell to Goodyear Dunlop's experimental centre on the computerisation of tyre production. The computer technology being developed by Dunlop is no longer being developed in Britain. It is being developed in Ohio by a rival company, which will use the breakthroughs pioneered in Britain against British production. That is BTR's track record. Who can be confident that, if it acquires Pilkington, it will not adopt a similar attitude towards Pilkington's unique technology, for which many people would be prepared to pay?
My hon. Friend the Member for St. Helens, North referred to the extremely interesting speech of Sir Gordon Borrie the other week, during which he said that referrals to the Monopolies and Mergers Commission should be based no longer only on whether the merger is against the public interest. He advanced the case that they should be argued on the basis that those who propose the merger should have the onus of proving that the merger is in the public interest.
I find it extremely difficult to foresee what argument could be lodged to show that a BTR merger with Pilkington would be in the public interest. We do not have such a state of law that would put the onus on the proposer, but referrals on the basis that mergers would be against the public interest have proved extremely flexible. Only the other week the Minister referred the Gulf Resources bid for IC Gas for consideration by the Monopolies and Mergers Commission. That was considered a somewhat surprising decision in the market but I welcomed it. The move was to be financed by a leverage bid and it was one which should have been referred to the commission.
If the Minister believes that that bid was a proper one for referral, how much more so is the BTR bid, which will affect a major British industry involving a unique British technology? How much more strong is the case for referring the BTR bid to the commission? Pilkington is a major British success story, and let the word go out from the House that we should leave well alone and that Pilkington should be left to get on with making a success of its own business.
I join the hon. Member for Livingston (Mr. Cook) in congratulating the hon. Member for St. Helens, North (Mr. Evans) on his good fortune in securing the debate. I congratulate him especially on securing the first debate on the Consolidated Fund Bill, on what will be a long night. I speak as someone who has the privilege of replying to the eighth debate of the night as well as this one.
I have listened with great interest to the points which have been raised by hon. Members on the takeover proposal made by BTR for Pilkington. No one could be in any doubt about the force of the views which have been expressed by hon. Members on both sides of the House, who have spoken on the basis of their constituency interests and knowledge. If I may say so, my right hon. Friend the Member for Henley (Mr. Heseltine) made a speech of characteristic eloquence. I shall bear all the arguments in mind, as will my right hon. Friend the Secretary of State when he comes to consider the advice which the Director General of Fair Trading will be submitting to him on the proposal, which will be on whether it should be referred to the Monopolies and Mergers Commission for further investigation.
I am sure that hon. Members will appreciate that I cannot comment further on the merits or otherwise of this proposal while my right hon. Friend is awaiting that independent advice. I have noted also the more general points which hon. Members have made and can assure them that we shall give them full consideration in the context of our review of law and policy on mergers and restrictive trade practices.
I use this opportunity to remind the House of our current policy towards mergers and the procedures which are in place for scrutinising them, and to outline some of the issues which we are considering in the context of the mergers part of the review.
We have what is now a well-established system for examining mergers and merger proposals. It involves a three-tier procedure in which the participants are the Director General of Fair Trading, my right hon. Friend the Secretary of State and, in certain cases, the Monopolies and Mergers Commission.
The first stage through which a qualifying merger proposal passes—the BTR-Pilkington proposal is at this stage—is that of a preliminary examination by the Office of Fair Trading. The director general examines all aspects of the proposal which might have a bearing on the public interest before making a recommendation to my right hon. Friend about a reference. My right hon. Friend is not bound to act on the director general's advice, but he has the role of investigating qualifying mergers and his advice naturally carries a great deal of weight. His advice has not been followed in only nine cases out of about 1,500 since the Government came to office in 1979.
Those mergers which, in my right hon. Friend's view, raise public interest questions which require further consideration before a decision can be taken on whether they should be allowed to proceed, are referred to the commission for further investigation, and my right hon. Friend—I must emphasise this—has no powers under the Fair Trading Act 1973 to prevent a merger unless it is referred to the commission and it finds that it would be against the public interest.
Only a small minority of mergers are referred to the commission, and this has been the position under successive Governments since the Fair Trading Act 1973 procedures were introduced. The Act itself—by laying down assets and market share tests that have to be satisfied before a merger is considered—recognises that intervention in very small mergers that would not have a significant effect on the market cannot be justified. Of those mergers which do qualify, only between 2 per cent. and 5 per cent. are referred to the commission each year.
In our view, this is justified by two considerations. The first is our belief that shareholders are those in the best position to take decisions about the future strategy and management of companies. It is only when a merger raises particular public interest concerns that we consider an in-depth investigation by an independent authority to be justified. The second is the expense to the taxpayer and to the companies of a reference, and the uncertainty for employees and the market which is unavoidably prolonged. A reference should not be taken lightly; and we do not take it lightly.
Obviously, I accept all that my hon. and learned Friend has said. The interventions of his right hon. Friend the Secretary of State, or those who held the office before him, have usually been on the side of banks. The only real mergers that were stopped and that did not follow the advice of the OFT were those involving banks, where competition abounds. I hope that, if the Government are willing to support banks against competition, they might, at least on this occasion, support a great industry against a predator, or will they support only banks?
I am afraid that the premise on which my hon. Friend based his question is entirely inaccurate. It is very far from the case that the only mergers that have been stopped or the only mergers that have been referred, even the big ones, have involved banks. One that comes very quickly to mind is the proposed merger between GEC and Plessey, which was referred to the commission and which was not allowed to proceed. It was not a merger related to banks.
In deciding whether a merger should be referred to the commission, my right hon. Friend the Secretary of State looks particularly at the effects that it could have on competition. That is justified in our view because it coincides with the emphasis in the Fair Trading Act, where merger control powers are limked to powers to control monopolies. It also contributes to our broader objective of promoting competition within the economy more generally, since in our view competition is the most effective way of protecting consumer choice and of ensuring that the customer—whether industry or the man in the street—gets value for money.
There has been some criticism of this policy of making references primarily on competition grounds, a policy that was anounced by my right hon. Friend the Chancellor of the Duchy of Lancaster in July 1984, when he was Secretary of State for Trade and Industry. But sometimes these criticisms are made under misapprehensions about what that policy actually involves. Some have claimed that the policy does not attach enough importance to the international dimension of mergers, the possible benefits of a merger to the nation's economy which may derive from economies of scale, and the advantages of size when competing in world markets. But the policy does specifically allow us to take into account this type of consideration. My right hon. Friend specifically said in July 1984:
In evaluating the competitive situation in individual cases, I shall have regard to the international context: to the extent of competition in the market from non-United Kingdom sources and the competitive position of United Kingdom companies in overseas markets".
Some have claimed that the policy is too narrow and restrictive, leaving too little leeway to refer mergers which may give rise to concerns on grounds other than competition. But we have never said that references would be made exclusively on competition grounds. There have been a number of cases since July 1984 in which my right hon. Friend the Secretary of State has referred mergers on grounds other than competition. They, doo, to not refer
only to banks. Examples are the bids by Elders for Allied Lyons and by Gulf Resources for Imperial Continental Gas, where issues relating to the financing of the proposals led to the references, and those by Hillsdown and Ferruzzi for S. A. and W. Berisford, where my right hon. Friend had in mind the special character of the sugar market and British Sugar's important place in it. We recognise—
I have little time left.
We recognise, however, that the business environment is changing. It is right that we should constantly reevaluate our policies to ensure that they remain suited to changing conditions. It was for that reason that my right hon. Friend the Secretary of State announced in June 1986 that we would be undertaking a review of both law and policy on mergers and restrictive trade practices.
Many of the suggestions for change that have been put forward by those contributing to the review could be implemented only with legislative change. The review— importantly—is considering the need for changes that go beyond the immediate, topical concerns which many hon. Members have raised. There have been several important developments since our mergers procedure and institutions were established by the Fair Trading Act in 1973. The nation's economy has become more exposed to international competition from both within and beyond Europe. We are now members of the European Community, which has its own structure of competition law, directly applicable in the United Kingdom. We have seen considerable changes in economic thinking, which may have an impact on the way in which we assess mergers. Our current policy is, in my view, flexible enough to accommodate such changes in thinking. But that should not deflect us from our duty, periodically, to take stock and to assess whether our policies and procedures are maximising their contribution towards our objective of ensuring a vigorous, flexible and competitive economy.
The hon. Member for Livingston asked a specific question about information from the stock exchange about the increase in the Pilkington share price. We have not received the result of any such investigation by the stock exchange. If and when we do, we shall investigate it in the same way as we have been investigating other alleged cases of insider dealing.
Although I have not—for reasons that I explained earlier—been able to discuss the merits or elements of the merger proposal that is the subject of the motion. I hope that I shall have succeeded in convincing hon. Members of the careful scrutiny which the Director General of Fair Trading and my right hon. Friend the Secretary of State accord each individual case. I also hope that I shall have conveyed to the House some of the variety and complexity of the issues with which we are dealing in the review.