Telent’s pension scheme threatened to call in the Pensions Regulator yesterday after the rump of Marconi, the fallen telecoms group, sold itself to a specialist pensions management group without telling the scheme’s trustees.

Telent agreed to a £400 million takeover by a subisidiary of Pension Corporation, a Guernsey-based retirement fund consolidator that is run by the private equity figure Edmund Truell. Pension Corporation is keen to add the £2.5 billion Telent pension fund to the pension liabilities that it bought from companies including Threshers, the wine retailer, and Thorn, the electrical company.

In a letter sent yesterday to the scheme’s 60,000 members, Chris Holden, chairman of the Telent pension trustees, said that he had been unaware of the impending transaction. “The Trustee has not been privy to the offer and is unaware of . . . Pension Corporation’s plans for the pension scheme,” he wrote.

Mr Holden said that he would seek a meeting with Pension Corporation to hear how it planned to fund the scheme and that he would “discuss their proposals with the Pensions Regulator”.

A source close to the trustees said that they were shocked by the sale announcement but were keeping an open mind until discussing the situation with Pension Corporation.

A spokesman for Telent admitted that the company had not told the trustees of the sale, but said that Telent was “confident that future discussions will be resolved to the satisfaction of the trustees”.

In 2005 Ericsson, the telecoms company, bought most of Marconi but refused to take on the company’s heavy pensions liabilities. To allow the deal to go through, the pension fund and a small part of the Marconi business was moved to a new company, called Telent.

The Pensions Regulator insisted that Marconi contribute £185 million to the fund as part of the sale terms and put £500 million in an escrow account to support the fund in the future. The escrow will transfer to Pensions Corporation with the fund under the terms of yesterday’s deal.

The chances of Mr Truell’s Pension Corporation winning Telent was boosted after Polygon, the hedge fund that is the group’s largest shareholder, agreed to sell to him a 26 per cent stake in Telent.

Polygon thwarted a £346 million planned sale of Telent to Fortress, the hedge fund investment group, late last year. Fortress had offered 529½p a share but walked away in November after shareholders refused its offer.

Polygon is understood to retain a holding of about 3 per cent but it is unable to block a sale.

If successful, yesterday’s agreed deal would mark the largest transfer of pension scheme assets into the secondary buyout market, which has grown dramatically over the past number of years. Pension Corporation, which recently bought the Threshers and Thorn pension schemes, has offered 600p a share to take control of both the pension fund and Telent’s operating company. This is at a premium of 18 per cent to last night’s closing price for Telent of 510p.

Mr Truell’s fund, which has set up a specialist vehicle known as Co-Investment No 5 for the deal, is backed by big financial players including Royal Bank of Scotland, HBOS, Swiss Re and JC Flowers, the private equity group.

The fund specialises in buying up final-salary pension schemes and managing their liabilities more effectively. It has the capacity to take on £25 billion of scheme liabilities.

Lazard, the investment bank, is advising Telent, while Merrill Lynch advised the Pension Corporation.

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