BROTHERS Andrew and Walter Malcolm last night bid almost pounds-70m to take Malcolm Group, the Scottish haulage and construction business, off the London Stock Exchange and back into family hands.

The move, if approved by investors, will give investors 105p per share cash - representing a premium of 23.5-per cent to Malcolm's closing price on November 25, the day before the Takeover Panel intervened to force the company to explain a steep rise in its share price.

The offer for Malcolm Group, which is roughly 8-per centowned by its directors, is 15p per share higher than yesterday's close of 90p.

It is understood the brothers secured funding for the proposed buy-out from Malcolm Group's banker, Bank of Scotland.

According to the offer document, which was lodged to the stock exchange last night, the bid is being made by the board of Malcolm of Brookfield Holding - a company formed for the purpose of the offer and owned by the two Malcolm brothers and the Bank of Scotland's Uberior subsidiary.

The brothers, whose late father Donald Malcolm built up the business when he joined in 1937, are known to have been in discussions to reclaim the operation out of frustration that the Linwood, Renfrewshire-based company was undervalued by the stock market.

However, well-placed industry speculation has it that the Malcolms were fearful that, as a small Scottish company, it might eventually become prey to a hostile takeover.

A move to take it private will put an end to that possibility and keep the company in Scotland.

Andrew Malcolm, in a statement last night, said: "We are delighted to be able to offer Malcolm shareholders this opportunity to realise their investment for cash at a time when investor interest and support for smaller listed companies has declined."

The brothers declined to comment further, although the company's offer statement added: "The independent directors and the Malcolm of Brookfield directors believe that organic growth alone will not be sufficient to grow the logistics business. Growth through acquisition has also proved to be challenging and is expected to remain so as there are few suitable acquisition opportunities."

Under the terms of the deal, eight Malcolm warehouses valued at no less than pounds-55m will be hived off to a separate joint venture between the Malcolm brothers and the Bank of Scotland.

This move will help ensure the new trading company, Malcolm of Brookfield, is not over burdened by debts.

Hugh Nash, a non-executive director of Noble Grossart - which is acting as financial adviser to the Malcolm group in the deal - said: "The reason for the properties being hivedoff from the main company is that the original transaction was too overly geared.

"In addition to the pounds-2.5m injected by the brothers for the first part of the deal, they will invest a further pounds-5.7m from the properties."

In 1937, at the age of 12, Donald Malcolm left school to join his father's business, which at that time included four horses and carts and one lorry.

During the the Second World War and into the 1950s, the business grew steadily.

The group is one of the UK's leading logistics and construction services firms, operating around 450 trucks, 1000 trailers, and more than three million square feet of warehousing. It also employs about 1600 staff.

The company changed its name from Grampian Holdings in 2001 after selling the Edinburgh Woollen Mills retail chain for pounds-49m.