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THG shareholders have to pay for (maybe) getting rid of Ingenuity

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Last month, we wrote of THG’s plan to “demerge” its ecommerce division into private ownership: “the word for this is usually ‘disposal’”. This was incorrect. The correct phase is “hostage situation”.

Per RNS, post London close:

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Ingenuity to be demerged into a standalone independent private entity 

Target c.£75 million equity raise to facilitate the demerger, by way of a Placing and Subscription, with additional proceeds from a Retail Offer

[ . . . ]

These funds, in conjunction with appropriate standalone debt issuance plans for Ingenuity, are expected to provide Ingenuity with sufficient medium-term funding as the business approaches positive cash generation on a standalone basis

Here’s the cunning plan. Ingenuity will be hived out of the listed group and each THG shareholder will be given a choice. They can elect to take shares in unquoted Ingenuity that are more, less, or equal to the proportion of THG currently owned; or they can not.

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The £75mn+ being kicked in by THG shareholders supports an equity valuation on Ingenuity of “up to £100mn”. Spinco will also be wearing net debt up to a £307mn enterprise value, including lease liabilities, while “appropriate standalone debt issuance plans” are finalised.

However!

However, in determining the definitive Valuation, the Board anticipates also taking into account fluctuations in the market capitalisation of THG such that if, at the latest practicable date prior to the publication of the Demerger Circular, the market capitalisation of THG is:

• equal to or greater than the market capitalisation of THG at the time of completion of the Fundraise [ . . . ] then the Valuation to be used in establishing the entitlement of THG shareholders to elect to receive their respective pro rata entitlements to shares in IngenuityCo in connection with the Demerger would be expected to be £100m; or 

• less than the Post Placing Market Cap, then the Valuation to be used in establishing the entitlement of THG shareholders to elect to receive their respective pro rata entitlements to shares in IngenuityCo in connection with the Demerger would be expected to be reduced from £100m proportionately to the percentage by which the Post Placing Market Cap has declined.

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The placing is an institutional overnight bookbuild, with THG founder Matt Moulding and friends already committed to put in £33mn of the £75mn to be raised. Retail shareholders can apply to buy new shares on the same terms via PrimaryBid, with their allocation capped at €8mn.

Ingenuity’s biggest customer by far will of course be THG, with which it shares staff and office space. Other than an assurance that Ingenuity senior management will remain, there’s no information provided on how that might change. But THG’s internal checks and balances are strong enough for that not to be a concern, apparently. From the statement:

Further work is ongoing to design the appropriate governance framework for IngenuityCo. Separately, THG’s now well-established related parties committee chaired by Sue Farr, Senior Independent Director of THG will, following the Demerger, be responsible for overseeing transactions between RemainCo and IngenuityCo. Arms-length contracts between Ingenuity and each of Beauty and Nutrition have been in place since 2022, and will be expected to continue to operate post separation in the same manner as they do today. Ingenuity would have no recourse to THG post demerger.

And obviously . . . 

Whilst at this stage no certainty can be provided on the exact timescale of the Demerger, the current intention is that publication of the Demerger Circular would be in or by early November with the distribution of IngenuityCo shares being completed at or before the end of 2024.

The last complex deal involving Ingenuity put a $6.3bn valuation on the subsidiary, but didn’t quite work out. Depending where the placing is priced, this new package implies an pre-fundraise standalone value for Ingenuity three years later of between £25mn and zero. The value inside THG is, by implication, much less than zero.

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Still, it’s been quite a journey:

Line chart of Share price, pence showing

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‘Here we come’ rave shoppers as Lidl brings back USA week with beloved snacks – from fried chicken to toaster tarts

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'Here we come' rave shoppers as Lidl brings back USA week with beloved snacks - from fried chicken to toaster tarts

SHOPPERS are raving as Lidl brings back its USA week with beloved snacks from fried chicken to toaster tarts.

For one week only, the supermarket giant is stocking all things American.

Lidl's Strawberry Toaster Tarts were spotted in store

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Lidl’s Strawberry Toaster Tarts were spotted in storeCredit: Facebook
The chain is also stocking a range of flavoured frappés

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The chain is also stocking a range of flavoured frappésCredit: Facebook
Items such as this cheeseburger toastie are too on sale

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Items such as this cheeseburger toastie are too on saleCredit: Facebook

A keen-eyed shopper had spotted the German supermarket stocking the American foods and drinks on Thursday.

They shared the post on Facebook group Newfoodsuk in which hundreds of people commented their enthusiasm for the products.

The limited-time range includes items such as a 750g Fried Chicken Bucket (£5.99) as well as a range of cheap American chocolates and other sweet treats.

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It comes as part of Lidl’s Flavour of the Week programme which features foods from a specific world region for just 7 days.

Previous editions have covered the Alps, Iberian Peninsula, and Germany.

For its USA week, the retail is stocking a range of American and American-inspired cuisine.

Shoppers were quick to comment their excitement under the Facebook post.

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One said: “Oh wow that all looks amazing.

“Lidl here I come.”

Another added: “Some of the bits look really nice.”

Items to always buy at Lidl

Many also expressed their desire to visit their local store as soon as possible.

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Users tagged their friends saying “we are going tomorrow” and “we need to go.”

Lidl has stocked an extensive range of products for the week.

For just £1.99, you can get your hands on a set of nine pizza bagels in either Margherita, Salami, or Cheeseburger Style.

A packet of Chocolate or Nougat American Cookies could be yours for even less at just £1.29.

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If you’re feeling in a more breakfast food mood, you can grab Mcennedy’s Pancake Mix (£1.19) and Clarks’ Maple Syrup (£1.99).

The special week also covers drinks with a Chocolate or Cranberry & Cherry Mcennedy Milkshake selling for just 59p.

How to save on your supermarket shop

THERE are plenty of ways to save on your grocery shop.

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You can look out for yellow or red stickers on products, which show when they’ve been reduced.

If the food is fresh, you’ll have to eat it quickly or freeze it for another time.

Making a list should also save you money, as you’ll be less likely to make any rash purchases when you get to the supermarket.

Going own brand can be one easy way to save hundreds of pounds a year on your food bills too.

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This means ditching “finest” or “luxury” products and instead going for “own” or value” type of lines.

Plenty of supermarkets run wonky veg and fruit schemes where you can get cheap prices if they’re misshapen or imperfect.

For example, Lidl runs its Waste Not scheme, offering boxes of 5kg of fruit and vegetables for just £1.50.

If you’re on a low income and a parent, you may be able to get up to £442 a year in Healthy Start vouchers to use at the supermarket too.

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Plus, many councils offer supermarket vouchers as part of the Household Support Fund.

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How you could be affected

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How you could be affected
Getty Images A young woman pays using her phone outside a restaurant on a card reader held by a young female waitress.Getty Images

There is growing speculation that the way pensions are taxed could be changed in the Budget.

Chancellor Rachel Reeves says she needs to find £22bn and some experts say she could change the system on workplace or private pensions to find some of this money. This is separate from another debate about the state pension.

There are a number of options which could affect workers getting their first job, those already working, all the way up to those in retirement. This is what could happen and why you should care even if you’re only in your 20s.

Make employers pay more national insurance

When you get paid, national insurance (NI) is deducted and the government spends it on things like benefits and public services. Your employer has to pay a NI contribution too.

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However, money that goes into a pension is free from income tax and NI.

One option for the chancellor is to make employers pay at least some NI on the money they put into workers’ pensions.

Doing so could immediately raise billions of pounds for the government.

However, this extra cost to business owners could leave them with less money to spend on hiring and investing. It could therefore become harder to get a job.

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Businesses could also limit pay rises, hitting all their workers, or reduce the pension contributions they make for new staff.

Alternatively, employers who currently make the most of the NI break by encouraging workers to take less in pay and more in pension – known as salary sacrifice – could be stopped from doing so.

The attraction of this option for Ms Reeves is that she can raise money without a visible difference to people’s take-home pay.

The downside is it creates less of an incentive for employers to put money into their staff’s pensions. That would mean when current workers retire they wouldn’t have as much income.

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Change the rules on inheriting pension savings

Various rules exist when inheriting money from partners or parents when they die.

Inheritance tax is paid if an estate is valued at more than £325,000 but any money saved in a pension does not count towards this.

Separately, anyone who dies before the age of 75 can usually pass on what is left of their pension savings tax-free as a lump sum, or an income.

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If they are 75 or older when they die, their pension money can still be passed on, but it is treated as income and the person they leave it to may have to pay income tax. There is more on these rules here.

Getty Images A young woman looks at paperwork with a woman who is a generation older. A laptop is open in front of them.Getty Images

Removing these tax breaks would give the government more money, but exactly how much is unclear. The vast majority of people don’t pay inheritance tax anyway because they are not left estates worth more than £325,000.

There could also be anger from people who have organised their finances under the current rules, only to find their loved ones would get a lot less if those rules changed. That anger would be even greater among those who have already retired, as they have less time to do much about it.

Tax-free lump sum could be capped

From the age of 55 (or 57 from 2028), anyone with pension savings can take a quarter of their money as a tax-free lump sum up to a maximum of £268,275.

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Some use that money to pay off their own mortgage, if they have one. Others use it to help children and grandchildren buy a first home.

The chancellor is said to be considering lowering the cap.

By limiting the tax-free limit, people will eventually pay more in income tax when they take their pension. However, there are questions over how much extra money that would raise for the government and when.

Making arrangements for those who have already exceeded the limit, or were planning to, could also be complex, and reduce how much extra tax the Treasury gets.

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Introducing a single rate of pension tax relief

The build-up to every Budget usually sees speculation about changing pension tax relief.

When you pay into a pension, some of the money that would have gone to the government in tax goes into your retirement savings instead, known as pension tax relief.

You don’t pay tax when putting money into a pension but you do when you come to take that money as income.

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Under the current system, you receive pension tax relief at the same rate as your income tax bracket – meaning basic rate taxpayers receive relief at 20%.

That means for higher rate taxpayers, the relief is more generous, at 40% or 45% in line with your income tax rate. You can read more about how this is done here.

Getty Images Teacher sits on a desk in a classroom with pupils working at desks behind her.Getty Images

Some economists say it would be fairer to give the same level of relief for everyone.

Setting a flat-rate of relief at, say 25%, could benefit lower-earning employees who currently get 20% relief, by further reducing their tax bill.

However, higher rate taxpayers with an annual income of about £50,000 or more would lose out, because tax relief would be lower than now.

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An added, but important, complication is that a huge group of public sector workers, and some in the private sector too, have so-called defined benefit (DB) pensions.

Ensuring the correct level of tax relief is applied to higher-rate taxpayers with these pensions would be highly complex.

It may mean they are automatically given 40% or 45% tax relief, then later handed a tax bill – possibly for thousands of pounds – to pay some of that back.

Tom Selby, from investment platform AJ Bell, says this would likely provoke “a blistering row” with NHS staff, teachers and civil servants who could fall into this bracket.

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Given that ministers have said they will not raise taxes for working people, that would become a tricky policy to sell – and reports suggest changes have now been ruled out by the Treasury.

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Unilever finally pulls out of Russia – two and a half years after Putin’s invasion of Ukraine

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Unilever finally pulls out of Russia - two and a half years after Putin’s invasion of Ukraine

UNILEVER is finally calling quits on selling ice creams to Russia, two and a half years after Putin’s invasion of Ukraine.

The FTSE 100 giant has come under pressure for funding the Kremlin’s war by remaining in the country.

Unilever, which also makes Dove, is finally calling quits on selling ice creams to Russia

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Unilever, which also makes Dove, is finally calling quits on selling ice creams to RussiaCredit: Eyevine
The giant has come under pressure for funding the Kremlin’s war by remaining in the country

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The giant has come under pressure for funding the Kremlin’s war by remaining in the countryCredit: Getty

Unilever had been branded an “international sponsor of war” by the Ukrainian government — puncturing the woke firm’s self-styled reputation for social purpose and values.

The backlash included protests outside its London HQ.

The invasion of Ukraine triggered an exodus of big Western firms, including BP, McDonald’s and Burberry.

However, Unilever stayed put. The company, which also makes Dove, has now made a reported £430million selling its Russian assets to billionaire Alexey Sagal, who bought Heineken’s Russian subsidiary for €1.

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Unilever did not say what it would be doing with the sale ­proceeds or whether it would donate them to Ukraine.

Rival KitKat-maker Nestle justified staying in Russia with slimmed-down operations of “essential products” such as baby milk.

But Unilever was still making products such as Magnums, ­Cornettos and Ben & Jerry ice cream from four factories in the country.

By remaining in Russia, Unilever contributed millions of pounds in taxes to the Russian government.

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The Moral Rating agency had estimated Unilever’s business propped up the Russian economy to the tune of $650million (£498million) a year, which it said was “enough to pay for an Iranian drone every 17 minutes”.

Nataliya Popovych, a co-founder of the B4Ukraine coalition, said: “We are pleased to see Unilever make the right move, even though such a decision comes two years too late.”

McDonald’s to PERMANENTLY leave Russia and will sell all 850 stores after 30 years in response to Ukraine war

Hein Schumacher, Unilever’s boss, previously said remaining in Russia was the “least bad” option, which avoided handing over its workforce, factory and assets.

Yesterday Mr Schumacher said the sale to Mr Sagal’s Arnest Group “ends Unilever presence in the country”.

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He said: “Over the past year, we have been carefully preparing the Unilever Russia business for a potential sale.

“This work has been very complex, and has involved separating IT platforms and supply chains.”

SELLING UP TO BEAT BUDGET

FEARS that the Chancellor will hike capital gains tax in the Budget have prompted many business owners to fast-track selling their firms over the past year, figures show.

A poll of 500 owners by wealth advisers Evelyn Partners found 23 per cent of those to accelerate selling up had done so because they feared a hit from CGT relief.

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A fifth were driven by concerns over inheritance tax relief, making it more costly to pass family firms to the next generation.

Evelyn tax partner Laura Hayward said: “The PM’s statement that the upcoming Budget would be ‘painful’ has put owner-managed businesses on edge.”

Charles Hall, of broker Peel Hunt, said rumoured changes to business relief would “fatally undermine” London’s junior Aim stock market, destroying up to £21billion of shareholder value and risking jobs.


SHARES in GSK briefly rose by 7 per cent yesterday as it agreed to pay £1.7billion to settle a legal dispute with 80,000 Zantac users.

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The heartburn drug was pulled in 2019 amid fears of carcinogens. GSK did not admit liability. Shares closed up 3 per cent.


IKEA IDEA ON PRICE

IKEA’S decision to cut prices has led to lower revenues at the Swedish furniture giant.

It posted a 6.8 per cent drop in UK sales to £2.3billion after investing £117million in lowering prices by around 20 per cent on 3,481 products.

More than half of its sales this year have been online, compared with 38 per cent two years ago. Ikea UK boss Peter Jelkeby said: “Continuing to lower prices remains our long-term priority.”

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TSB FINED£10M FOR BAD HELP

TSB has been fined £10.9million for its unfair treatment of customers.

TSB has been fined £10.9million for its unfair treatment of customers, one staffer suggested a borrower removed the £20 a month they had allocated for children’s clothes and made sandwiches instead of paying for school meals.

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TSB has been fined £10.9million for its unfair treatment of customers, one staffer suggested a borrower removed the £20 a month they had allocated for children’s clothes and made sandwiches instead of paying for school meals.Credit: Paul Tonge – The Sun

The Financial Conduct Authority said the bank had “woeful systems and controls” and created unrealistic repayment plans.

A TSB staffer had suggested a borrower removed the £20 a month they had allocated for children’s clothes and made sandwiches instead of paying for school meals.

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In another case the bank applied arrears to a dead customer’s mortgage payments.

It also applied arrears to a customer after an Alzheimer’s diagnosis and did not flag another as vulnerable despite them making repeated references to suicide in calls.

The failings took place between June 2014 and March 2020.

TSB agreed to resolve the issues identified, which meant the fine was cut by 30 per cent from £15.6million.

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DAWN OF THE A.I. BOSS

WORKERS will soon be right when complaining that their boss is a robot — with video call firm Zoom creating artificial intelligence avatars for conference calls.

1992 sci-fi film The Lawnmower Man could be inspiration for managers of the future

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1992 sci-fi film The Lawnmower Man could be inspiration for managers of the futureCredit: IMDB
One of Zoom’s realistic AI avatars

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One of Zoom’s realistic AI avatars

Its latest AI software means that bosses can use a digital version of themselves, or a generic avatar, to deliver brief video messages to workers on calls.

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Zoom’s boss Eric Yuan has previously talked about creating a “digital twin” of himself as a way to solve busy people’s problem of how to be in two places at the same time.

The rise of remote working has meant bosses are increasingly delivering news of lay-offs via video calls — meaning workers could find themselves being let go by a robot in the near future.

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Iran warns of potential change in nuclear doctrine if Israel strikes facilities

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This article is an on-site version of our FirstFT newsletter. Subscribers can sign up to our Asia, Europe/Africa or Americas edition to receive the newsletter every weekday. Explore all of our newsletters here

In today’s newsletter:

  • Iran warns of potential change in its nuclear doctrine

  • Lai’s Taiwan National Day speech

  • South Korea’s Han Kang wins the Nobel literature prize


Good morning. A senior adviser to Iran’s supreme leader has warned Tehran could change its nuclear doctrine if Israel targets the Islamic republic’s atomic facilities.

As Iran and the wider Middle East brace for the Israeli response to last week’s Iranian missile attack on Israel, Brigadier General Rasoul Sanaei-Rad told Iranian news agency Fars: “Striking nuclear sites could certainly have an impact on the calculations during and after the war.”

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Iran fired a barrage of missiles at Israel in retaliation for the assassination of Hizbollah leader Hassan Nasrallah and other militant leaders. Afterward, prominent right-wing Israelis called on Prime Minister Benjamin Netanyahu’s government to target Iran’s nuclear programme.

But western diplomats have warned that would be the most extreme retaliation. The US has urged Netanyahu against targeting Iran’s nuclear sites or its oil infrastructure.

Here’s what to know about Iran’s nuclear programme — long viewed by Israel as its most serious strategic threat.

  • Middle East news: Israeli forces fired a tank shell at the UN peacekeepers’ headquarters in southern Lebanon yesterday, the UN said, injuring two international troops.

And here’s what else I’m keeping tabs on today and over the weekend:

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  • Economic data: Malaysia reports August manufacturing sales and the industrial production index. The US publishes September PPI inflation rate data for September.

  • Monetary policy: South Korea announces its interest rate decision.

  • Chinese economy: A press briefing on Saturday with China’s finance minister has fuelled investor expectations that the government will announce more stimulus measures.

How well did you keep up with the news this week? Take our quiz.

Five more top stories

1. Taiwan’s President Lai Ching-te has urged Beijing to co-operate with Taipei and the international community to maintain peace in his first National Day speech yesterday. Lai asserted that China had “no right to represent Taiwan” but said he was willing to work with Beijing to protect peace and prosperity for people on both sides of the Taiwan Strait.

2. South Korean writer Han Kang has won the 2024 Nobel Prize for literature. Han — the first Asian woman and South Korean writer to win the award — was recognised for her “intense, poetic prose that confronts historical traumas and exposes the fragility of human life”, the Nobel committee said.

3. Seven & i Holdings plans to split its convenience store operations from non-core businesses as the Japanese retail conglomerate faces an unsolicited $47bn buyout proposal from Alimentation Couche-Tard. The 7-Eleven owner said it would separate 31 subsidiary businesses — including supermarkets such as Ito-Yokado — and put them in a new holding company. Here’s more on the reorganisation.

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4. US inflation fell to 2.4 per cent in September but still exceeded economists’ expectations, cementing the belief that the Federal Reserve will cut interest rates by a quarter point at its next meeting in November.

  • Hurricane Milton: Rescue operations were under way in Florida yesterday as officials sought to assess the damage inflicted by the storm, which triggered widespread flooding and left millions without power.

5. Exclusive HSBC’s new chief executive plans to target the lender’s expensive layer of senior bankers in a cost-cutting move aimed at saving as much as $300mn. Georges Elhedery is drawing up plans to merge HSBC’s commercial banking unit with its global banking and markets unit. Here’s what else we know.

The Big Read

Montage showing the bow of a large ship named ‘Dynamik Trader’, and a map of Europe and Africa in the background
© FT montage/Getty Images/Yoruk Isik

Russia has created a “shadow fleet” of more than 400 vessels moving about 4mn barrels of oil a day, circumventing western sanctions to create billions of dollars a year in additional revenue for its war in Ukraine. The FT’s latest investigation shows how complex arrangements involving a British accountant, a London-listed broker and Dubai-based companies helped one of Russia’s biggest oil producers buy ships while hiding its involvement.

We’re also reading . . . 

  • Activist battle: A seemingly misfired email has embroiled Pfizer chief executive Albert Bourla and his company in a high-stakes activist campaign.

  • Trump biopic: The Apprentice has been hit with legal threats that scared off Hollywood studios. Screenwriter Gabriel Sherman reveals the wild inside story of his new film.

  • 80-hour weeks: Wall Street’s moves to cap weekly hours for entry-level bankers are butting against the reality of a competitive industry.

Chart of the day

A scramble for Chinese equities united the global investment industry last month, just as attitudes towards European and Japanese stock markets became heavily bifurcated along geographical lines. Despite strong domestic enthusiasm, foreign exchange traded fund investors turned their backs on European and Japanese stock markets in September.

Line chart of Cumulative net flows into equity ETFs ($bn), by domestic and international investors showing Domestic bliss

Take a break from the news

Before he was Japan’s prime minister, Shigeru Ishiba was a Dragon Ball cosplayer. In 2018, he donned a purple cape and a hooded pink bodysuit at an event in his native Tottori, dressed as Majin Buu from the popular Japanese anime series. Ishiba is a serious politician, and his wardrobe decision is only weird if you (incorrectly) believe his anime fandom is niche, writes Leo Lewis.

© María Hergueta

Additional contributions from Gordon Smith and Tee Zhuo

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Takeoff to tomorrow: Adani Airports and Thales revolutionise air travel

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Takeoff to tomorrow: Adani Airports and Thales revolutionise air travel

AAHL has awarded Thales an additional contract to deploy its innovative Airport Operation Control Centre (APOC) across all airports.

Continue reading Takeoff to tomorrow: Adani Airports and Thales revolutionise air travel at Business Traveller.

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CD&R beats rivals in pursuit of €15.5bn Sanofi consumer health unit

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An offer from US private equity firm Clayton, Dubilier & Rice has beaten rivals, pursuing French pharmaceutical company Sanofi’s consumer healthcare division, in what is set to be the largest European healthcare deal this year, according to five people with direct knowledge of the process.

The American group on Thursday edged out a submission from a consortium led by French private equity firm PAI as it nears a deal with the French seller. Negotiations between Sanofi and CD&R will now continue, the people said. A deal could be reached within days but is not yet finalised.

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CD&R’s offer values the business, which makes over-the-counter pain management and allergy medications, such as Doliprane and Allegra, at €15.5bn. Sanofi would keep a stake of about 50 per cent in the business with a view to selling it in the next few years, the people said.

Sanofi did not immediately respond to a request for comment. CD&R and PAI declined to comment. The offer was first reported by French newspaper Les Echos.

A transaction would be the latest of several sales of consumer divisions by pharmaceutical companies, as large groups in the sector seek to dispose of steady but low-earning businesses to focus their resources on the riskier but more lucrative field of drug development.

Sanofi has been exploring options for a sale or a potential float since it announced plans to separate the division a year ago. The Opella consumer division accounts for a tenth of the group’s total sales.

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Chief executive Paul Hudson told the Financial Times last year that a future as a publicly listed entity was “the most likely path” for the division, but Sanofi seems to now be moving towards a private equity-led takeover.

In 2021, GSK and Pfizer listed their joint-venture consumer healthcare business Haleon in London, while Johnson & Johnson of the US separated off its consumer company Kenvue in 2022.

In keeping a large stake in Opella, Sanofi would seek to benefit from the reliable earnings it offers. GSK and Pfizer also both maintained large stakes in Haleon on listing, which they have since sold down.

Hudson will now focus on improving the company’s research and development output. The executive took investors by surprise last October when he decided to scrap Sanofi’s margin target for 2025 and unveiled plans to spend an additional €2bn on research in 2024 and 2025, leading to a 19 per cent hit to the company’s share price.

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Sanofi is heavily reliant on income from its blockbuster asthma and allergy treatment Dupixent; developed by US drugmaker Regeneron, the drug accounted for almost a quarter of sales in 2023, but will lose patent protection around 2031.

Hudson has outlined 12 potential blockbuster candidates to shareholders in a bid to convince them that he can deliver on the company’s R&D ambitions.

Reporting by Ian Johnston, Adrienne Klasa, Ivan Levingston, Oliver Barnes and Alexandra Heal

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