Doubts persist about Nisa vote on Co-op takeover

David Rees

A section of the Nisa membership is becoming increasingly vocal and agitated about the proposed takeover by the Co-operative Group, as the terms of the deal are discussed at a second round of regional member meetings.

Tension has been rising since a meeting in Birmingham last Wednesday when the team representing the Co-op left the room, to the surprise of some of the Nisa membership. A member of the Co-op team has confirmed to C-Store that the exit was a planned adjournment to continue the discussion about the propsed deal in an adjoining room while the main meeting discussed internal Nisa matters, but some members have been upset by the move.

Internal communications by Nisa members, seen by C-Store, suggest that the required 75% vote is unlikely to be achieved and that the deal is in jeopardy. Central to the tension is the amount of cash members are being offered upfront, compared to how much is being deferred over a period of four years depending on performance. The offer comprises a payment of up to £20,000 per shareholder, a deferred payment of up to £1,654 per share and an extra payment of up to 1% of rebateable sales for each shareholder during the four years to the end of March 2022, payable quarterly from June 30 2018 onwards. As such, the Co-op would be benefiting from Nisa retailers’ volumes for a considerable period before making full payment for the acquisition.

With the shareholder vote scheduled for November 13 and a grim picture of Nisa’s prospects as an independent entity being painted at the meetings, members also feel they are being pressurised into making a quick decision on their future, rather than being able to compare the Co-op’s offer with those that might potentially be offered by other partners.

A Co-op spokesman confirmed that the deal was still on the table, saying: “The feedback we have had from the regional meetings has been very positive. The meetings in Edinburgh, Leeds and Birmingham have provided us with a further opportunity to talk in detail around the financial offer being made to Nisa members and the exciting future proposition we believe Co-op could provide.

“We were especially pleased to be able to clarify points around the proposed transaction structure, which had been issues raised in previous meetings by Nisa members.

“We’re looking forward to seeing more Nisa members in the forthcoming events in Belfast, Bristol and London.”

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