Many members have already cast their vote, as the deadline for online proxy voting closed on Thursday at 11am. The final vote will be at the shareholders’ meeting at Leeds United’s Elland Road ground at 11.15am on Monday.
The Grocer understands some regional roadshows became fraught, with members questioning whether all Nisa’s member directors were convinced by the deal. Others were disappointed the Co-op could not guarantee better buying terms. Sources fear Nisa will fall short of the votes needed to proceed. “It’s on a knife edge. The crucial thing is for everyone to vote and have their say,” said one.
There are two votes on Monday - the first is at what is called the Court Meeting. Here more than 50% of the shareholders voting have to be in favour and those shareholders voting in favour must represent 75% of the shares that voted.
The second vote, at the general meeting, will only take place if the first phase gains the required support. This is the vote to authorise the Nisa board to progress the deal and simply requires 75% voting in favour.
A Nisa spokesman said momentum for the Co-op offer was building. “There is growing demand for a tie-up that provides greater buying power, an enhanced range, better fresh and chilled, and lower cost prices. This is even more urgent now McColl’s has decided to leave Nisa.
“The Co-op’s offer is equitable and has something for everyone; every shareholder receives £20,000, while for larger shareholders, who tend to buy more product, the 1% additional rebate is especially lucrative. The offer represents an attractive multiple of Nisa’s 2016 EBITDA.
“Co-op is offering to pay Nisa shareholders £1,654 per share, compared with the current £135. Added to which Co-op brings seven times the buying power of Nisa, and is offering Nisa members the flexibility to trade as they wish and keep the Nisa name.”
The Co-op Food CEO Jo Whitfield encouraged all Nisa members to register their vote.
“We’ve been greatly encouraged by the level of engagement and feedback we’ve had from Nisa members ahead of the vote,” she said.
“We believe our offer is compelling for members and provides the opportunity for them to grow and develop their businesses further, through the increased level of buying and product quality we bring.
“The Co-op’s roots are firmly centred in the hearts of local communities and this deal if successful will strengthen community retailing across the length and breadth of the UK.”