Aitken Spence goes public, LOLC takes off and July 1983 riots hit

by Charitha P. de Silva

1982 was an historic year for Aitken Spence. It was the year that we went public. Earlier in the years I had received a lot of prominence as a result of my photo appearing on the cover of “Asian Business,” a Hongkong-based magazine. I had been invited to deliver a lecture in Hongkong on “How a Traditional Agency House was converted into a Conglomerate”.

The business tycoon Upali Wijewardena had also been invited to speak at the same forum. Unfortunately, he and a small group of his key men went down in the Malacca Straits in his private Lear Jet. There was a lot of speculation that the accident had been engineered in some way. The upshot of this unfortunate accident was that the meeting in Hongkong was canceled.

It was with some misgivings that I promoted the idea of our going public. There were undoubted tax and financial advantages in going public. However, we would lose our privacy and some of our freedom and the feeling of being a close-knit family. In balance, it was a good move and well timed because we had grown to be one of the three biggest conglomerates in the country – the other two being John Keells and Hayleys who were friendly rivals. They were already public companies.

I consulted my good friend M.T.L. Fernando, senior partner of Ernst & Young (a leading firm of auditors) and he looked at our accounts and thought that we should revalue our assets (which had not been done for many years) and have a three for one bonus share issue to existing shareholders before we offered our shares to the public. During the 10 years that I had been Chairman any shares that became available had not been appropriated by the directors. At my urging they were distributed at par to senior executives on a paternalistic basis.

We – Michael (Mack), Norman (Gunawardene), GC (Wickremasinghe) and I – decided who would get the shares and how many each would get. That itself was a generous action because we were a private company and had every right to appropriate the shares ourselves. There was nobody to question us.

Looking back I realize that I must have exercised considerable moral authority over my senior co-directors because they never once demurred at my proposals which involved sacrifice on the part of all of them.

The most extraordinary suggestion I made was when we were planning the Bonus Issue. It struck me that the junior directors, Stanley Wickremaratne, Ratna Sivaratnam and Lal Karunanayake had much fewer shares than the senior directors. I therefore suggested that we should sell them one tenth of our shares before the Bonus Issue. And what was unbelievable was that I suggested that we sell them at par! This was the very antithesis of Insider Dealing. Here was I suggesting that we give them a huge gift before a Bonus Issue! What is incredible is that not one of my senior co-directors protested or demurred! I remember Walter Wimalachandra telling me later that he was thrilled to see, in my actions, the finest principles of Buddhism being implemented.

I had a major decision to make myself. As a private company with a special set of Articles of Association we had a special class of shares called Management Shares. Each Management Share carried a hundred times the voting strength of an Ordinary Share. It thus gave total control of the Company to the holders of Management Shares. This would have been a device that the British owners had adopted to protect themselves. It happened that as a result of the departure of Roy Hinton and Eldsworth Van Langenburg and the death of Louis Samarawickrema, I was the holder of the largest number, by far, of Management Shares.

As they had the same dividend rights as an Ordinary Share and the question of votes had never arisen in the past I had never paid any attention to the fact that I had virtual control of the company. My style of control was based on my ability to persuade, and we had always made all our decisions on a consensual basis. I realised that if the voting rights of Management Shares were ever brought into play it would have been the end of the unity and camaraderie that I had built up over 10 years completely wiping out the memory of the attempted coup by Michael and Norman in 1972 when I was elected Chairman.

Now I was faced with the problem of how the Management Shares should be valued before we went public after which there would be only one class of shares – Ordinary Shares. It might easily have been argued that each Management Share was worth a hundred Ordinary Shares. Such a thought did not even strike me. I would have found it embarrassing. Looking back I cannot but realize that my attitude was positively saintly, and completely unbusiness like. Detractors would say that I was foolish – in the extreme! I decided that without any attempt to have the shares professionally valued I would place a value of eight times that of an Ordinary Share. There was no reaction from my co-directors. They may have secretly thought I was a little soft in the head.

The public Issue was a great success. At about this time LOLC also went public with Orix Corporation of Japan having 30% of the shareholding with the other large shareholders being Bank of Ceylon, National Development Bank, and Development Finance Corporation of Ceylon. Once again I gained no personal advantage from the fact that I was the first chairman of the company. My failure to look after myself can be judged from the fact that when I eventually retired in 2003 (21 years later) I owned less than 5% of the shares! This would sound incredibly foolish to any businessman. I can only attribute it to my abnormal lack of acquisitiveness, all part of my upbringing, and the example of my parents and brothers. This is my only excuse for depriving my children of the opportunity of inheriting great wealth.

Leasing became extremely popular, and a number of independent companies, finance companies and banks started leasing as a lucrative activity. What particularly attracted the banks was the fact that they could set off the depreciation on leased assets against their other income. The specialized leasing companies themselves did not have much other income against which they could set off their depreciation, so that they were in a permanent state of having taxable losses. They therefore did not pay any income tax which infuriated some tax officials who did not concern themselves with the thought that they paid large sums as Turnover Tax.

I saw the need for the leasing industry to protect itself from government action particularly in taxation. I therefore took the initiative in forming a Leasing Association. Quite naturally I was the Chairman and chief spokesman. All those involved in leasing became members. Thus there were representatives from banks in our membership, and our interests were not always congruent. I was not happy about the advantage that banks had with their ability to use depreciation (which could be set off against their other income) to make themselves more competitive.

Specialist leasing companies like ourselves were at a competitive disadvantage because we were dependent on banks for long-term funds, and we had no other income of any magnitude. I decided to do something about it. I made inquiries from the Asian Leasing Association that we had joined by that time, and discovered that Pakistan had introduced legislation that prohibited depreciation being set off against other income. Through Orix Pakistan I got the text of the legislation and wrote to our own Department of Inland Revenue strongly recommending it. It was seized on eagerly as an excellent source of revenue. The banks that had gone into leasing (like Hatton National Bank and the DFCC) were very upset, and Maxi Prelis (DFCC) and Rienzie Wijetilleke (HNB) wrote strong letters to Government attacking me and LOLC.

The Asian Leasing Association (ALA), headquartered in Singapore, had as its head, Mr Miyauchi, the CEO of ORIX Corporation that had created us and still had their representative, Mr Yoshio Ono as our Managing Director. Mr Miyauchi who had developed a healthy respect for me invited me on to their governing council.

LOLC had performed very creditably with A.F. Nizar as Ono’s deputy ever since its inception, doing much better than projected and expected. At this stage I came to the conclusion that we did not need a Japanese MD any longer. I felt that Nizar was ready to take over provided ORIX would agree to it. Under the original agreement with ORIX and the IFC (International Finance Corporation – a World Bank affiliate), ORIX which had 30% of our shares had the right to have their own MD.

When I sounded out the IFC director on our board, P.M. Mathew, he scoffed at the idea saying that Japan would never agree to it. ORIX had associate companies like us all over the world and in every one of them they had a Japanese as the MD. Ours was one of the youngest of these associate companies and it was most unlikely that they would change their worldwide policy for us. I had confidence in myself, and decided that I would broach the question with Miyauchi with whom I had an excellent relationship.

I did so on the next occasion that we met, and was not at all surprised when he agreed to my proposal that Nizar should take over from Ono when his term was over. He obviously had great confidence in my judgment, and the fact that I would be there as Chairman.

And there were obvious cost advantages to them in that they would save on Ono’s salary which would have been much, very much, more than Nizar’s. And so it came about that LOLC was the first associate company in the ORIX empire that did not have a Japanese as its MD.

Meanwhile at the ALA Miyauchi indicated that he wanted to retire. Among the other council members were representatives of South Korea, Taiwan, India, Hong Kong, Pakistan, Phillipines and the other important countries in Asia. Miyauchi wanted me to take over from him (I had been making a bigger contribution than the others at council deliberations) but thought it would be wiser not to rush it as it would appear to be nepotism and I was probably the most junior council member there. So Kenneth Lo of Taiwan was elected President. When Lo indicated that he could not go on for more than two years the Council unanimously decided that I would be President thereafter.

This was a great honour (indirectly) for Sri Lanka which was the newest and smallest country in the Association. It had of course more to do with my ability as a committee man than with Sri Lanka’s economic significance in Asia. In 1988, I took over as Chairman of the ALA and continued for two years which became the standard term.

In July, 1983, I was presiding as Chairman of the fifth Joint Committee Meeting of the Sri Lanka-Japan Business Co-operation Committee at the BMICH. Sejima was by my side, as Co-Chairman and we were approaching lunch time. Suneetha Jayawickrama who was joint Secretary-General came to me and whispered in my ear that Colombo appeared to be burning. The now infamous “July Riots” had broken out and smoke was visible on the skyline in the direction of Fort. We bundled our Japanese visitors into vehicles (I had Sejima in mine) and drove them to the Hilton Hotel.

I remember being stopped at the Bullers Road, Galle Road junction by bands of youth who were collecting petrol in cans for their deadly work. The meeting was aborted, but I will never forget how calm Sejima was. At a hastily summoned Press Conference he described the whole affair as “children’s fireworks”. Despite his effort to play it down, the violence in the streets made the climate for investment in this country unhealthy.

The pogrom that followed was the provocation for the formation of the Liberation Tigers of Tamil Eelam (LTTE) and the warfare that was to plague the country until 2009 when President Mahinda Rajapakse succeeded in crushing the movement militarily.

(Extracted from the Memoirs of CP de Silva)