VOTE now! Proposed take over of Virgin Money - Nationwide members should be given a vote

26left

friolento said:

                                                                                              

Some alternative headlines
- Less than half of Nationwide members support the proposed takeover according to Nationwide's own research, despite Nationwide's upbeat, misleading messaging
- Nearly half of Nationwide members are undecided and need more information to take a view
- Only 8% of members have looked past the unbalanced rhetoric sent to them by the chairman and understand the risks and costs associated with a takeover of this magnitude

Judging by the most upvoted comments, this expensive PR exercise has massively backfired. 

eskbanker

26left said:

Some alternative headlines
- Less than half of Nationwide members support the proposed takeover according to Nationwide's own research, despite Nationwide's upbeat, misleading messaging
- Nearly half of Nationwide members are undecided and need more information to take a view
- Only 8% of members have looked past the unbalanced rhetoric sent to them by the chairman and understand the risks and costs associated with a takeover of this magnitude

Judging by the most upvoted comments, this expensive PR exercise has massively backfired. 

          

spider42

Malthusian said:

masonic said:

WillPS said:

Good spot on the cheque. I see further along in the conversation it becomes clear the cheque had only been offered conditionally (not so generous after all), which again there is no facility for within the Rules so would be yet another reason to decline the request. I suspect that's whats being referred to. 

Oh yes, I see in the earlier email that there was a accompanying letter of conditions (not included in the appendix), but the email mentions they must not attempt to take any steps that would prevent it from being fully refunded (one such step would of course be allowing members to pass a resolution under rule 14(e) that it should be used towards costs).

The cheque was presented under the condition that it would be refundable. Nationwide can't give that undertaking because they can't stop members from motioning to have the SGM costs deducted from it, or from voting for that motion. (Assuming that members can put forward motions at the SGM with Nationwide's veto, and it would be a strange kind of General Meeting if they couldn't.) 

Well, that may be "strange", but that is how it works. Rule 12 says "No business shall be transacted at any general meeting which is not set out in the notice of meeting."

So to have a resolution passed at the meeting saying that the deposits shouldn't be returned, that resolution would need to be included in the notice of meeting, which needs to be issued at least 21 days in advance of the meeting taking place. The members can't just decide on the day to have a vote on the non-return of the deposits, unless the resolution is already set out in the notice of meeting.

Consequently, only Nationwide themselves could add that as a resolution in the SGM notice. (I suppose in theory the 500 members proposing the SGM could also add a resolution to hold a vote on whether they get their own deposits back, although in practice it would make no sense for them to do so!).

So Nationwide absolutely could give that undertaking, if they wanted to (which they almost certainly don't).

gt94sss2

From the Telegraph

City advisers are set to make almost £80m from Nationwide’s planned £2.9bn Virgin Money takeover.

Nationwide expects to fork out £41m on fees and expenses in total, documents published on Monday show, while Virgin Money will spend £38m.

Bankers from Goldman Sachs and JP Morgan, who are working for Virgin Money, are expected to receive £30.5m of the pot. Nationwide is set to pay £15.5m for financial advice from UBS.

Nationwide is spending a further £12.07m on legal fees and £1.4m on PR advice.

A significant proportion of Nationwide’s expenses – around £10m – are costs related to paperwork filed with the Prudential Regulation Authority (PRA) and the Competition and Markets Authority (CMA).

Londonlisa12

EarthBoy said:

Middle_of_the_Road said:

WillPS said:

Middle_of_the_Road said:

Seems this is far from a done deal.
Two worlds collide...
Nationwide members justifiably outranged at not being considered and the other side greedy for more of the spoils.

https://www.proactiveinvestors.co.uk/companies/news/1045277/reject-nationwide-takeover-kbw-implores-virgin-money-shareholders-1045277.html

Unless I've misread, this analysis is saying that Virgin Money shareholders should reject the deal on the grounds Nationwide aren't paying enough. This is *the opposite* of the argument being made by the naysayers on this thread...

So, they're suggesting Virgin shareholders should expect more. Meanwhile some Nationwide members think the offer is high already..... how strange🙂

Sellers of anything want the highest price that the buyer will pay, and buyers always want to pay the least that the sellers will accept.  

Exactly, strange how some people here don’t or can’t understand that😂😂

Malthusian

spider42 said:

Well, that may be "strange", but that is how it works. Rule 12 says "No business shall be transacted at any general meeting which is not set out in the notice of meeting."

That's not how it works. That rule is to prevent members from trying to bring up stuff that isn't on the agenda while a meeting is in progress. Which rule says that only Nationwide's directors are allowed to put additional items on the agenda of the SGM prior to the notice of meeting being sent? 

It is not 100% clear on what the rules are about adding items to the agenda of the special meeting. However if I was the Secretariat, my reading of the rules would be that if 500 two-year members call for a resolution to have the antivirginists pay the cost of the SGM, it should be added to the agenda, and the Directors have no right to block it.

For an Annual General Meeting it is unambiguous that 500 2-year members can add resolutions to the agenda, under rule 16a: "The Society will put a resolution other than an investing members’ resolution or a borrowing members’ resolution to an Annual General Meeting if requested by 500 qualified two year members provided that it is not in substantially the same terms as any resolution which has been defeated during the period starting with the third Annual General Meeting before the Society receives the request to put the resolution".  

On adding items to the agenda of a proposed SGM the rules are silent. However in the absence of any rules that call for SGMs to be treated differently, it would be fair and reasonable to apply the same rule that applies to the AGM - 500 2-year members have the right to propose a resolution. 

The only alternative that meets the spirit and the letter of Nationwide's rules is that those 500 members have to call for a separate SGM for that motion and raise their own £25,000 cheque, which would be ridiculous and unnecessary. 

The rules are crystal clear that it is an option at an SGM to vote on "a resolution... that some or all of the [£25k deposit] should be used to help meet the cost of the meeting" so there must be a mechanism to have that resolution added to the agenda. The callers of the SGM can hardly be expected to propose it themselves. It would be strange for the anti-takeoverists to argue that the Directors have absolute power, are the only ones who can set the agenda of general meetings, and can ignore the will of the members. It is also contrary to rule 16a and the whole "Nationwide is owned by its members" ethos.

The antivirginists have attempted to circumvent rule 14e because they don't want to risk their £25k as the rules require them to, and they have only themselves to blame if their motion gets blocked because the Secretariat has called them out over it. 

There is nothing stopping any of the 3,000 from offering another £25k without elastic strings attached, which would remove this obstacle once and for all.

And in any case all of the above is gilding the lily. My argument above establishes that the Directors cannot give an undertaking that a resolution will not be proposed and passed to have the costs of the meeting deducted from the £25k cheque, as it is ultimately up to the members. However, even if the Directors could give such an undertaking, why should they? What mechanism allows the antivirginists to demand they suspend Rule 14e for them?

Rule 14e says that proposers of SGMs should be willing to put their £50 where their mouth is. The antivirginists have signalled clearly that they aren't. Oh well then, no SGM for you. 

WillPS

I'm not entirely convinced that presentation of an unconditional £25k cheque would make the problems go away either - I presume that's just the easiest grounds the society has to tell Mr Armstrong to do one without any further ado.

After that, he'd then have to prove that at least 500 members are two-year eligible ones. We don't know what was handed over by the gaffer-tape bearing angry man, but we do know that it didn't include account numbers. Perhaps the guidance would be that he could go back and get these, or prepare a more secure way for the members in question to present themselves to the society, but in any case it was wildly optimistic to expect any of this stuff to be done in sufficient time to call an SGM before AGM, without the prating about over a non-compliant deposit.

Hoenir

WillPS said:

We don't know what was handed over by the gaffer-tape bearing angry man, but we do know that it didn't include account numbers. Perhaps the guidance would be that he could go back and get these, or prepare a more secure way for the members in question to present themselves to the society, but in any case it was wildly optimistic to expect any of this stuff to be done in sufficient time to call an SGM before AGM, without the prating about over a non-compliant deposit.

PR stunt protest rather than a properly structured thought through campaign. 

masonic

spider42 said:

Malthusian said:

masonic said:

WillPS said:

Good spot on the cheque. I see further along in the conversation it becomes clear the cheque had only been offered conditionally (not so generous after all), which again there is no facility for within the Rules so would be yet another reason to decline the request. I suspect that's whats being referred to. 

Oh yes, I see in the earlier email that there was a accompanying letter of conditions (not included in the appendix), but the email mentions they must not attempt to take any steps that would prevent it from being fully refunded (one such step would of course be allowing members to pass a resolution under rule 14(e) that it should be used towards costs).

The cheque was presented under the condition that it would be refundable. Nationwide can't give that undertaking because they can't stop members from motioning to have the SGM costs deducted from it, or from voting for that motion. (Assuming that members can put forward motions at the SGM with Nationwide's veto, and it would be a strange kind of General Meeting if they couldn't.) 

Well, that may be "strange", but that is how it works. Rule 12 says "No business shall be transacted at any general meeting which is not set out in the notice of meeting."
So to have a resolution passed at the meeting saying that the deposits shouldn't be returned, that resolution would need to be included in the notice of meeting, which needs to be issued at least 21 days in advance of the meeting taking place. The members can't just decide on the day to have a vote on the non-return of the deposits, unless the resolution is already set out in the notice of meeting.
Consequently, only Nationwide themselves could add that as a resolution in the SGM notice. (I suppose in theory the 500 members proposing the SGM could also add a resolution to hold a vote on whether they get their own deposits back, although in practice it would make no sense for them to do so!).
So Nationwide absolutely could give that undertaking, if they wanted to (which they almost certainly don't).

If that interpretation is correct, Nationwide would likely take the position that costs must be included on the agenda of any SGM in the interests of members exercising their rights under rule 14(e). It would be unreasonable to expect members to learn of the meeting prior to them receiving notice. Perhaps someone has prior experience of a SGM to confirm what normally gets included in the notice. I don't think one has ever been called during the time I've been a member. Has one ever been called under these rules?

friolento

This entire debate is putting me off being a Nationwide member at all. I really don't want to have my money in accounts of a company where the other account holders are fighting each other, and where the company Management needs to waste time calming down the warring factions.