MPs urge HMRC chief to investigate shareholder dealings in GKN takeover

A Labour and a Conservative MP have written to Britain’s most senior tax collector complaining that a substantial proportion of shares in GKN, the target of a hostile takeover bid, are being controlled by short-term investors in such a way that they will not have to pay tax if their shares are acquired by Melrose.

Labour MP Jack Dromey, who represents Birmingham Erdington, and Conservative MP Jeremy Lefroy, who represents Stafford, told the chief executive of HM Revenue & Customs, Jon Thompson, they were unhappy that a chunk of the engineering group was controlled by arbitrageurs holding shares via derivatives, meaning they were not liable for stamp duty on disposal.

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“What is of particular concern, however, is that the fate of GKN could well be decided by a group of predatory short-term investors who have no interests in the sustainability of the business beyond the next few weeks. There are now reports that these same short-term funds will make this decision without paying stamp duty on their shares,” the two wrote.

The letter represents a last-minute political intervention as the deadline for Melrose’s £7.8bn hostile bid looms. The closely fought takeover battle concludes at 1pm on Thursday, with the situation finely balanced.

GKN and its political supporters have argued that turnaround specialist Melrose has a short-term approach and will restructure GKN and sell it on in parts over the next three to five years; Melrose counters by saying it has a proven record in building shareholder value.

Ministers have faced demands from both backbench Labour and Conservative MPs to intervene and refer the bid to the Competition and Markets Authority. However, on Tuesday the business secretary, Greg Clark, said he had won a commitment from Melrose to agree to remain headquartered in the UK and to retain ownership of GKN’s aerospace division until April 2023, although critics said these pledges were not formally binding.

GKN is one of Britain’s oldest industrial companies, tracing its roots back to 1759, and predecessor firms made cannonballs for the Battle of Waterloo and supplied tracks for Brunel’s Great Western Railway. It employs 60,000 staff around the world and 6,000 in the UK.

The two MPs also demanded that tax officials mount an “urgent investigation into shareholder dealings in this transaction” and called on HMRC to “vigorously pursue all stamp duty owed”. They also asked Thompson to respond with urgency given that the bid deadline was so close.