Private investors in Mapeley, the property group, are angry that they are being excluded from applying for new preference shares yielding 20 per cent.

They have accused the company of trying to bury the bad news by releasing details of the £45 million capital-raising on Christmas Eve. Mapeley, the landlord for HM Revenue & Customs (HMRC) and Abbey, is braced for a tough emergency meeting on January 26, when shareholders will have to vote on the rescue fundraising.

It intends to issue £45 million of convertible five-year bonds in order to pay back a £60 million loan due in April. The bond pays 20 per cent annual interest.

Fortress, the cash-strapped New York-based hedge fund, which founded Mapeley and still owns 57 per cent, and whose executive chairman, Wesley Edens, also chairs Mapeley, will subscribe to its full entitlement and will buy up all other bonds that are not taken up. They will convert to Mapeley shares at 86p, a discount to Friday’s closing price of 133p.

If Fortress ends up with more than 75 per cent of the company, Mapeley will be delisted at a fraction of its £1.2 billion value two years ago.

Yet the offer is not available to shareholders who hold fewer than 31,555 shares, or £42,000 worth.

Marco Gazza, a small shareholder, said: “That they’d slip this out on Christmas Eve beggars belief. It is difficult to escape the conclusion that this is being done to improve the position of Fortress at the expense of smaller shareholders.”

A company spokeswoman said that the threshold was set high in order to speed the transaction and avoid the need to send out prospectuses. “Most shareholders are pleased that a solution has been found that will allow them to participate.”

Mapeley is no stranger to controversy. HMRC, always keen to crack down on offshore tax shelters, was criticised for selling its 600 UK tax offices in 2001 to Mapeley, since the firm avoids British taxes by basing itself in Guernsey and Bermuda. However, the Government’s decision last month to close 90 of the tax offices leaves Mapeley with the headache of finding new tenants in a recession. It was already struggling to refinance its £1.5 billion net debt while the value of its property portfolio – £2 billion in June – continues to slide. Its share price, £40 in mid2007, has fallen 97 per cent since.

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