Le Mat is a social brand standing for social entrepreneurs in tourism: a tourism able to open the minds towards those who are different, a tourism where you can meet people who are curious to meet you; where through travelling you can listen to thousands of stories and experiences of different cultures of local communities willing to exchange with and to welcome who comes from abroad. Le Mat has been developed by an association and a consortium of social cooperatives who are the owners of (...)
Para cabines dupla sobre a Tarifa Tabela, somente Costa Fascinosa, nas seguintes saídas:25 JANEIRO08, 16 e 22 FEVEREIRO02 e 08 MARÇO
Cruzeiros a partir de R$ 1.299Tarifa ECONOMIZE AGORA válida somente para Costa Fascinosa nas seguintes saídas:Natal - 6 noites - 21 DEZ - Interna R$ 1.499 | Externa R$ 1.999 | Varanda R$ 2499Prata - 8 noites - 25 JAN - Interna R$ 1.299 | Externa R$ 1.599 | Varanda R$ 1.899Prata - 8 noites - 08 e 22 FEV - Interna R$ 1.299 | Externa R$ 1.599 | Varanda R$ 1.899
Além do 5% de DESCONTO para qualquer cruzeiro Costa agora o membro CostaClub pode contar com o Desconto PLUS em alguns cruzeiros da América do Sul conforme a categoria de seu cartão, sendo:
IMPORTANTE: Desconto válido somente no Costa Fascinosa, nas seguintes saídas:
19 e 25 JANEIRO | 08, 16 e 22 FEVEREIRO | 08 MARÇO.Para demais saídas é válido somente o desconto permanente de 5% Frequent Guest.
DESCONTOS, PROMOÇÕES E VANTAGENS: devem ser solicitados exclusivamente no ato da reserva e estão sujeitos a alterações sem prévio aviso e à disponibilidade.Promoção Grátis 2º hóspede, na mesma cabine dupla, exceto cabine Samsara e Suíte, sobre a Tarifa Tabela aplicada ao preço, condicionada à compra do 1º + 2º hóspede na mesma cabine, somente para cabines duplas. Consulte triplas e Quádruplas, promoção cumulativa ao CostaClub. Válido somente para saídas mencionadas acima.Tarifa Economize Agora: Conforme disponibilidade no ato da reserva, promoção não cumulativa a outras, nem mesmo ao CostaClub. Não permite escolha do turno de refeição, escolha do nº da cabine e não é reembolsável. Não acumula pontos no CostaClub. Valores ref. a parte marítima, não inclui taxas portuárias, de serviço, aéreo ou assistência TravelAce.Desconto PLUS CostaClub | Cumulativo a outras promoções e vantagens. Os descontos citados acima são exclusivos para as saídas acima e aplicável somente à parte marítima do valor total da cabine. Desconto Hóspede Sênior | Cumulativo a outras promoções e vantagens. Desconto de 15% aplicável somente à parte marítima do hóspede com 60 ou mais anos de idade e não ao valor total de outros hóspedes/taxas. Informar a data de nascimento de cada hóspede.PARCELAMENTO: Cartão de Crédito em até 10 VEZES SEM JUROS. costacruzeiros021213
Saída de São Paulo: 28/fev• Passagem aérea São Paulo / Orlando / São Paulo, voando AviancaTaca em classe econômica (bloqueio em voo regular), via Bogotá;
• 07 noites de hospedagem no hotel escolhido em Plano Europeu (não inclui refeição);
• Aluguel de carro econômico Hertz (Tarifa All Inclusive Light) com: kilometragem livre, seguro LDW, ALI, taxas de Aeroporto e • Impostos Locais/Estaduais, e motorista adicional;
• Cartão de Assistência;
• Assistência no embarque em São Paulo.Preços expressos em dólares por pessoa ocupando:HotelPeríodoDBLTPLQPLSGLCHDCelebration Suites at Old Town 3*
Apartamento Suite 1 Bedroom.
Com café da manhã continental.Saída: 28/fev1.7981.7071.6382.2131.373HotelPeríodoDBLTPLQPLSGLCHDRose Inn International 3*
Apartamento Standard (1 dbl bed)
Obs: Apartamentos triplos e quádruplos com 2 double beds.Saída: 28/fev1.8191.8271.7282.2331.373HotelPeríodoDBLTPLQPLSGLCHDClarion Lake Buena Vista 3*
Obs: Apartamentos triplos e quádruplos com 2 double beds.Saída: 28/fev1.8291.8211.7232.2531.373HotelPeríodoDBLTPLQPLSGLCHDThe Enclave Hotel & Suites 3*
Apartamento Studio. (Exceto TPL e QDLP: 2 Bedroom)
Com café da manhã continental.Saída: 28/fev1.8591.8511.7452.3131.373HotelPeríodoDBLTPLQPLSGLCHDWyndham Orlando Resort 4*
Apartamento Standard.Saída: 28/fev1.9591.7871.6982.5031.373HotelPeríodoDBLTPLQPLSGLCHDCourtyard Orlando Lake Buena Vista at Marriott Village 4*
Apartamento Standard.Saída: 28/fev1.9791.8011.7082.5431.373HotelPeríodoDBLTPLQPLSGLCHDFairfield Lake Buena Vista at Marriott Village 3*
Com café da manhã continental.Saída: 28/fev1.9891.8071.7132.5631.373HotelPeríodoDBLTPLQPLSGLCHDSheraton Safari Resort 4*
Apartamento Standard (2 queen Beds).Saída: 28/fev2.1261.8971.7802.8331.373HotelPeríodoDBLTPLQPLSGLCHDDisney All Star Movies 3*
Disney All Star Sports 3*
Disney All Star Music 3*
Apartamento Standard.Saída: 28/fev2.1491.9471.8432.8831.473HotelPeríodoDBLTPLQPLSGLCHDSheraton Lake Buena Vista Resort 4*
Apartamento Standard. (2 queen Beds)Saída: 28/fev2.1591.9211.7982.9031.373HotelPeríodoDBLTPLQPLSGLCHDMelia Orlando at Celebration 4*
Apartamento One Bedroom Suite. (exc. TPL e QDL - 2 Bedroom Su
Com café da manhã continental.Saída: 28/fev2.4692.2512.0453.5331.373HotelPeríodoDBLTPLQPLSGLCHDHard Rock Hotel at Universal Orlando 4*
Apartamento 2 doble beds - Garden View.Saída: 28/fev2.8192.4272.2534.2331.573HotelPeríodoDBLTPLQPLSGLCHDDisney Animal Kingdon Lodge 4*
Apartamento Standard.Saída: 28/fev3.2992.7642.4935.1831.62317/08/2013Aéreo Confirmado:IDA: 28/fev
SÃO PAULO / BOGOTA - voo AV 240 - saída às 01h40 e chegada às 05h45
BOGOTA / ORLANDO - voo AV 028 - saída as 09h50 e chegada às 14h06VOLTA: 07/mar
ORLANDO / BOGOTA- voo AV 029 - saída às 15h22 e chegada às 19h30
BOGOTA / SÃO PAULO - voo AV 085 - saída as 21h53 e chegada às 05h50 (chegada no dia seguinte do embarque)IMPORTANTE: informamos que os nossos bloqueios são em voos regulares e de acordo com as regras das Cias. Aéreas, não é possível marcar os assentos com antecedência (no momento da compra do pacote). Aconselhamos aos passageiros que se apresentem no check-in da cia. aérea no Aeroporto de Guarulhos, com 03 horas de antecedência ao horário do vôo. Desta forma os clientes terão a possibilidade de tentar marcar os assentos antes do embarque.1 - Valores por pessoa, de acordo com a acomodação escolhida, sujeitos a confirmação e disponibilidade no momento da reserva.
2 - Informe-se sobre a documentação pessoal exigida para esta viagem. A responsabilidade sobre ela é exclusiva do passageiro.
3 - O preço do pacote não inclui taxas de embarque, segurança e combustível. Por favor consulte-nos sobre os valores para cada destino.
4 - Pacote não inclui: refeições não mencionadas, despesas de caráter pessoal, excesso de bagagem, passeios opcionais e demais itens não incluídos no programa.
5 - Tarifa de CHD é válida para 01 criança menor de 12 anos compartindo com dois adultos pagando duplo. Consulte tarifa para 2º CHD.
6 - Preços sujeitos à alteração sem prévio aviso.
7 - IMPORTANTE: Ressaltamos que todos os passageiros voando Copa, Avianca, Lan Perú e Taca deverão portar o Certificado Internacional de Vacinação contra Febre Amarela (de cor amarela), devendo tomá-la com no mínimo de 10 dias antes do embarque nos postos da Anvisa ou do SUS. A ADV Operadora não se responsabiliza por passageiros que não embarcarem por não portarem o Certificado.
Para mais informações sobre a lista de países endêmicos, postos de vacinação ou transcrição de vacinas para o Certificado Interncional, consulte o site da ANVISA (Agência Nacional de Vigilância Sanitária).
The co-operative brand and model of doing business has taken a bashing in the public and media realms recently – the co-op bank being bought out by private investors; its board being found to lack the skills and awareness needed to manage such an enterprise; the co-op groups' collaboration with Thomas Cook over the future of its travel business turning sour, and plenty more besides… all things which anyone who's a member of any co-operative enterprise will feel shamed, embarrassed, upset, and angry about because they show that our ideals and hopes for this alternative model of doing business have been 'betrayed' by one of our largest number...
Many are commenting and writing elsewhere on the implications and reasons for these fall-outs, but I find myself wondering about the question it raises about the dangers of a co-op enterprise of any type becoming 'too big' and in doing so, too distant and removed from its members who are the reason for its existence, and if by extension that means that there might therefore be an ideal size for any co-operative enterprise?
Anyone who's been involved with any co-op will know that people become members of it for all sorts of different reasons: ideology, need, economic gain, community, employment, … and with those different motivations come different expectations as to how they want to be involved in, and influence, that co-op's trading and development. Sometimes co-ops can focus on their members' interests over maintaining a profitable enterprise which leads to trouble, but conversely those co-ops who neglect their members' interests in pursuit of a profitable business also find themselves in danger...
But does this mean that as well as an ideal size, there should also be an 'ideal type' of co-op member? After all, doesn't it get too messy otherwise to be able to manage? But pursuing this line of thought likely leads to madness: we live in a wonderfully diverse world, and its because not everyone thinks the same that new expressions and ideas and opportunities can emerge.
So – back to the original question: should we limit the size of a co-op? I know of several worker and housing co-ops who've wrestled with this question in the past, and decided that 'yes', there are natural limits to how large a co-op should be allowed to become before it has to enact formal democratic structures that would dilute and stifle their members' voices and influence to levels that they deem to be too low to be acceptable.But conversely, scale brings advantages despite its governance and regulatory challenges, the Co-operative Group has been able to support thousands of local community projects with grants, campaign globally on numerous issues, and help hundreds of existing and new startup co-ops across the UK through its Enterprise Hub initiative solely because its large enough to be able to generate the levels of trading surpluses it needs to commit itself to these national programmes as part of its manifestation of the defining co-op values.
Co-ops exist for the benefit of their members. Co-ops need to be answerable to their members. Co-ops should be informed by their members. Co-ops should therefore regularly review how well and appropriately they are ensuring this in light of changes to their business models, marketplaces and wider societal expectations and pressures. If not, then co-ops fail to properly evolve, and just like dinosaurs will quickly become extinct after an all-too-brief parade and flurry of excitement.
ICMIF member Surco Seguros, Uruguay, and the National Road Safety Unit (UNASEV – Unidad Nacional de Seguridad Vial) have collaborated on a safety initiative for school children as part of Surco’s ongoing CSR activities with local communities. An online trivia questionnaire competition has been launched where children can win prizes can for taking part.
The competition has the theme of choosing to take care of oneself; whilst looking after the community also (“Yo elijo cuidarme: casco causa común”).
The trivia contest is the latest initiative in Surco Seguros’ ongoing CSR programme. Surco is keen to work closely with local communities in Uruguay to improve members’ quality of life through different safety and prevention initiatives. The competition has had the support of the Uruguayan Nursery and Primary Education Board (the CEIP – Consejo de Educación Inicial y Primaria) and it was a key activity in the 2013 national road safety week.
The success of the competition has been overwhelming and there have been many winners across the country with prizes including bicycle helmets, tablets and digital cameras.
The prize ceremony took place at the headquarters of Surco Seguros with many senior executives attending.
The Small Producer Symbol (SPP), a producer-led and owned Fair Trade certification system based in Latin America focusing on small producers, has in recent months expanded into more countries, coops and product categories. SPP announced its first organization registration in Germany, which will enable consumers there to become aware of the innovative certification. So far, there are 52 organizations certified by the SPP.
Two coffee producers organizations of Bolivia have recently joined SPP, “La Montaña Verde” and “Antofagasta”. Plus, a fruit producing organization from Ecuador, Urocal, became a new member. Furthermore, SPP celebrates its first small artisans’ organization, OEPAIC, also from Bolivia.
SPP held its annual conference in Peru, November 7 and 8 , with about a hundred people, most of them small producers, from several countries of Latin America, North America and Europe.
More at SPP post
Ian Hussey y Patrick Clark have pubilshed an article about the new farmer owned certification system, the Small Producer Symbol (SPP), for its Spanish acronym), in the October edition of the New Internationalist.
“An alternative certification and labeling system, the Small Producers Symbol (SPP), is keeping farmers at the heart of fair trade”. “Thanks to the ‘politics behind the labels’, there are now at least six certifiers of ‘ethical’ coffee in the US alone.
Unsurprisingly, consumers are confused. But SPP, which covers agricultural, beekeeping products and crafts, is steadily attracting more co-operatives and mission-driven importers, because it costs farmers less money and its fair trade standards are more adaptable to the needs of the producer co-operatives
Read the full article here
On Friday, the first stage of the recapitalisation plan for the Co-op Bank got massive support from the retail investors most at risk of not meeting the special majorities needed to get the plan approved.“The Co-operative Group and The Co-operative Bank are delighted at the overwhelming levels of support for the Liability Management Exercise at this critical juncture, and we would like to thank all our bondholders and Preference Share holders for backing the Recapitalisation Plan. Based on the votes received so far, we expect the proposals to be approved at the meetings of the holders of the Preference Shares, 13% Bonds and 5.5555% Bonds on 11 December 2013. Successful completion of the Liability Management Exercise is also dependent on the success of the Scheme - holders of the Dated Notes are currently due to vote on the Scheme on 11 December 2013. We are now highly confident that our £1.5 billion Recapitalisation Plan for The Co-operative Bank can be achieved.” - Statement of 29.11.13This means that the next stages of the Liability Management Exercise part of recapitalisation and demutualisation of the Bank should go ahead without problems.The demutualisation of the Bank is sad but this outcome should prevent the Bank from entering "resolution" bank insolvency proceedings. That lifts the threat to the Group of liability on cross-defaults triggered by a bank insolvency.© Ian Snaith 2013 This work is licensed under the
This work is licensed under a Creative Commons Attribution-ShareAlike 2.0 UK: England & Wales License
Hedge Fund Cock Up?More news on the Co-op bank Recapitalisation Scheme today.This morning's Times carried this enigmatic piece on page 56:"Co-operative Bank: Hedge funds planning to take control of the lender have been left with a potentially expensive loophole. At issue is £125 million of new capital that lower tier bondholders, led by the funds Aurelius Capital and Silver Point plan to inject."This afternoon the FT explains what has happened thus:"A group representing the hedge funds and other lower tier two investors on Thursday pledged its support for the restructuring, after asking the Co-op to make a last-minute amendment to the terms.The change is intended to close a loophole that was providing an opportunity for brokers and traders to undermine the new equity issuance by submitting claims for larger numbers of shares than they were entitled to. This could have meant that the LT2 group ended up with a smaller equity stake than they expected.“The LT2 Group confirms its support for the recapitalisation of the Co-op Bank and . . . is fully supportive of the new management team for the bank,” it said"The detail of the new announcement on the Co-op Group website reveals that the Bank may apply to court to modify the Scheme of Arrangement. Some of the holders of LT2 bonds have requested that and the Bank is considering whether or not to make the application. The statement says that no slippage in the timing of the deal beyond 31.12.13. would be permitted. That is a PRA deadline on the capital. The legal obligation of some of the holders of these securities to support the Scheme (the "lock in agreement") would stay in place whether the Scheme is modified or not.Here's the change the announcement outlines. Under the existing Scheme as proposed these holders get:"a combination of:
- £100 million of 11 per cent. Subordinated Notes due 2023 to be issued by the Bank (“Bank T2 Notes”); and
- 112,500,000 new ordinary shares in the Bank (“New Ordinary Shares”) representing 45 per cent. of the total issued share capital of the Bank following completion of the LME.
The holders of the Dated Notes will also be entitled to subscribe for 62,500,000 additional new ordinary shares in the Bank (the “Additional New Ordinary Shares”) at a price of £2.00 per new ordinary share representing 25 per cent. of the total issued share capital of the Bank following completion of the LME, for an aggregate consideration equal to £125 million, pursuant to, and on the terms of, the Scheme with such subscription being underwritten by certain persons who were holders of Dated Notes as at 4 November 2013. The Scheme provides that any holder of Dated Notes is entitled to elect to subscribe for between a minimum election of 50,000 (for an aggregate subscription price of £100,000) and a maximum election of 62,500,000 Additional New Ordinary Shares."If the Co-op Bank made an application to court and the court agreed the modification they would get:"a combination of:
- £100 million of Bank T2 Notes; and
- 141,666,666 new ordinary shares in the Bank representing 56.67 per cent. of the total issued share capital of the Bank following completion of the LME.
The holders of the Dated Notes would also be entitled to subscribe for 33,333,334 additional new ordinary shares in the Bank at a price of £3.75 per new ordinary share representing 13.33 per cent. of the total issued share capital of the Bank following completion of the LME, for an aggregate consideration of £125 million3(iii), pursuant to, and on the terms of, the Modified Scheme. This subscription would be fully underwritten by, amongst others, the Ad Hoc Group. The Modified Scheme would provide that any holder of Dated Notes would be entitled to elect to subscribe for between a minimum election of 26,667 (for an aggregate subscription price of £100,001.25) and a maximum election of 33,333,334 additional new ordinary shares. The allocation mechanism for the allocation of additional new ordinary shares described in the explanatory statement dated 18 November 2013 relating to the Scheme would otherwise remain unchanged."Note 3(iii) reads: '33,333,334 (representing the balance of 13.33 per cent. of the total) will be available for subscription by holders of Dated Notes pursuant to, and on the terms of, the Modified Scheme for an aggregate consideration equal to £125,000,002.50 (representing an effective subscription price of £3.75 per share)'."This appears to mean that they would get more shares up front and subscribe for fewer further down the line. However,:"The total number of new ordinary shares in the Bank issued to holders of Dated Notes as a class under the Modified Scheme would be the same as the number to be issued under the Scheme."I fear I am at the limits of my ability to interpret this information here but maybe a failure to get the Scheme modified could cost them £125m without changing the overall percentage holding they would have?Maybe this was an error in transcribing what was agreed to the detail of the official Scheme documents or maybe it was only realised later that there was an issue about the timing and minimum and maximum permitted subscriptions by this Group and its effect on their stake?The position of the classes of creditors and preference shareholders deciding by tomorrow whether to take extra money for early agreement will be unaffected by the proposed change so maybe a court would grant a modification if it was asked to? Aurelius Sale?The FT reported at 4.47pm today that Aurelius has "walked away" by selling most of its stake to another Hedge Fund."Aurelius piled into Co-op Bank’s lower tier two bonds as a severe capital shortage emerged at the lender in the summer. Along with several other hedge funds, including Silverpoint Capital and Beach Point Capital, it built up a blocking stake in the bonds, which it used to secure a far better deal for creditors than had originally been offered by the bank.People familiar with Aurelius’s decision to sell said it was based purely on economic value, as its bonds performed strongly after the restructuring deal was announced."However, because key parts of the deal have already been contractually agreed, the obligation to vote for the Scheme and the commitment to the ethical aspects of the Bank's constitution will still bind the new owner of the Aurelius stake.Flowers and the ChancellorThe announcement on the Co-op Group website also warns investors:"On 22 November 2013 the Chancellor of the Exchequer ordered an independent investigation into events at the Bank and the circumstances surrounding them to take place under section 77 of the Financial Services Act 2012. Separately, the Financial Conduct Authority and the Prudential Regulation Authority each announced on 22 November 2013 that they are considering whether they should also launch their own formal enforcement investigations. The precise scope and timing of these investigations is yet to be determined.The regulatory and other investigations that have been recently announced are likely to subject the Bank to greater scrutiny from regulators, will take management time and result in the Bank incurring costs not currently included in its business plan which cannot be quantified at this time. Recent events may have caused some brand and reputational damage, but it is too early to form a definitive view as to the extent of such damage. These recent events, together with the competitive landscape in which the Bank operates, the introduction of seven day account switching and the associated increased competitor marketing activity at a time when the Bank has been constrained in its ability to undertake its own marketing activity, may be a contributing factor to an increase the Bank has seen in the switching out of current accounts. However, the Bank's retail deposit base remains broadly stable and it is too early to identify any significant trends at this point. Further, the Bank's liquidity position remains stable. Overall, the Bank's performance has been consistent with or, in the case of costs, slightly better than, management’s expectations."Interesting times indeed..........but lets hope the Scheme gets approval.© Ian Snaith 2013 This work is licensed under the
This work is licensed under a Creative Commons Attribution-ShareAlike 2.0 UK: England & Wales License.
On November 8, 2013, Typhoon Yolanda, a super typhoon of unprecedented power, caused massive devastation in the Philippines. Countless lives have been lost and the number of victims has still not been confirmed. Many of the poorest communities have been affected by this sad event and millions of affected people are now suffering as a consequence of this disaster. The typhoon left behind a catastrophic scene where many people are struggling to survive without access to basic human needs such as food, water and medical care.
ICMIF has contacted its members based in the Philippines (CARD MBA, RIMANSI, NATCCO MBA, CISP and CLIMBS) to find out more about the impact on their members, employees and local communities. We are now discussing possible ways to provide long term, on the ground, support through the ICMIF Disaster Relief Network.
Over the next few days we plan to put together a project proposal which will be circulated to ICMIF members for feedback and, we hope, pledges of financial support.
Friday this week 29th November 2013 is the first key date in the long and complex process of saving the Bank from insolvency proceedings by recapitalising and demutualising it. The others are 11th December 2013 , the day of the Class Meetings to approve it and 16th December 2013, the date of the court hearing to finally approve it.This post looks at that process, the legal mechanisms used to implement it and the timetable.The Story So Far
- In May this blog examined the Co-op Bank's credit rating downgrade. That was the first public sign of the trouble to come.
- In June, I looked at Plan A for a rescue of the Bank in the light of the £1.5bn shortfall identified by the PRA.
- In September, hints of the likely demutualisation and indications of the Hedge funds' demand for 100% ownership were addressed.
- On 23rd October the scale of investor control was announced and later that month I shared my thoughts on the issue of the use of the name “co-operative” in that bank after it becomes 70% owned by stock market investors with follow up on Co-operatives UK's response.
The Plan in Summary: A ReminderThe Co-operative Group will give 70% of the equity shares in the Bank to the senior bondholder (i.e. those with the highest priority claim – upper tier 2) in exchange for about £940m of the debt they hold plus a £125m cash injection into the bank. The Group will continue to hold the remaining 30% in return for providing £462m in a new Group bond and cash.The lower ranked bondholders who are mainly retail investors on a smaller scale but who would have lost their whole investment if existing priorities of debt had been followed, will be offered new bonds with a choice between continuing their existing annual payments for 12 years with no capital sum or a lower annual payment plus a future capital sum. (See the FT Outline and Q & A)The Legal Mechanisms InvolvedSince this is a Law Blog, it might be useful to look at the legal basis and process for this crucial first stage of the recapitalisation plan for the Co-operative Bank PLC.The detailed plans for the scheme can be found in a combination of the outline press release announcement and the detailed “nitty gritty” of the legal mechanism.Why the Money is Needed:Readers will remember that £1.5bn extra “common tier 1 Equity” is required by the bank as a result of the wide range of problems it has faced and the increased requirements imposed by the PRA and Bank of England for bank capital. The problems included the bad debt that Britannia brought, the bank's excessive cost to income ratio, the money written off on IT schemes, and the compensation it is having to pay as a result of mis-selling PPI to its customers.As the Summary section of the Bank Prospectus succinctly puts it:“Para B.4b The capital shortfall is a result of continuing losses incurred by the Bank predominantly driven by impairment charges to the carrying value of the Bank’s loans, in particular corporate loans acquired as part of the merger with Britannia Building Society (Britannia) in 2009. Impairment charges for the six months ended 30 June 2013 were £496.0 million.The Bank also has a high cost base relative to its revenue when compared with its peers. The Bank has an ageing IT platform that has suffered from under-investment in recent years and has failed to integrate Britannia into the Bank’s operations, resulting in significant cost duplications in front, middle and back office functions and a significant overlap in the branch network. In addition, the Bank’s revenues are impacted by it not having achieved sufficient penetration of its current account customer base and historically pricing certain of its products on terms more generous to customers than the market.”- Page 8.The recapitalisation plan will raise the £1.5bn in two ways:
- A Liability Management Exercise in 2013 will contribute £1062m and
- Another £333m - £170m by 30.06.2014 and another £163m by 31.12.2014 – will come from the Banking Group, the subsidiary of the Co-operative Group through which the Bank is held.
They are linked and conditional on each other but let's look at the Liability management Exercise today. The rest of the money only comes if that goes ahead and that question depends on alegal process. Let’s look at that.The Liability Management Exercise: The Current ProcessAs the FT Outline and Q & A reported, the two main groups of securities (bonds or shares in the Bank) affected are:
- 5.555% perpetual subordinated bondholders - lower tier 2 (LT2) investors - hand over their £937m of debt plus £125m of new cash plus £38m of interest (£1100m in total) for 70% of the Bank’s ordinary shares. This Group includes the Hedge Funds and holders of 48% of these securities have signed up to a legal commitment to vote in favour of the Scheme in their meeting. So those votes are in the bag.
- 9.25% Preference Shares and 13% perpetual subordinated bonds - both mainly held by retail investors and lower in priority for payment than the other bonds. They would have been completely wiped out in the normal course of events but are offered £38m for their £60m. They can swap for either “Instalment Repayment Notes” which get 12 years of income with no capital at the end or “Final Repayment Notes” which give capital at the end of the 12 years but less income from interest in the meantime. If 75% of each of the two groups agree to swap by 29.11.13, they all get more than if that doesn’t happen. Their agreement to swap is taken as a vote for the Scheme. However, the whole scheme has to be agreed before anyone gets anything. If the financial incentive works, it will be known on 29.11.13 whether one or both of these groups have effectively voted in favour of the whole plan.
Legal Process and the Key DatesThis process involves a combination of legal agreement based on the common law of contract and procedures under the Companies Act 2006 to allow the imposition of what is agreed by a big enough majority on the minority.Under the Law of Contract, agreement must be made with anyone who is to be legally bound by their promise. If people already have rights attached to their bonds or shares, Contract Law would require the agreement of each one of them before those rights were changed. Here the plan is to substantially change the rights of the holders of these securities. If each and every one of them had to agree, a tiny group could hold the rest to ransom and it would be impossibly complex to organise the arrangement.To allow deals agreed through “creditor democracy”, Part 26 of the Companies Act 2006 provides a mechanism, now being used for the Bank Liability Management Exercise, to allow majorities to impose new terms on minorities. This requires court approval as well as special majorities in separate meetings of each sclass of creditors or members. Section 895 of the Act sets out the possible uses of the procedure for “a compromise or arrangement” between a company and its creditors or members or any class of them. In the case of the Co-op Bank, the Bondholders are creditors and the preference shareholders are members.The first step is an application to the court to order class meetings of different groups of creditors and members. That was done for this Scheme on 18th November 2013 as planned and the Court ordered that the meetings be called on 11th December 2013 as had been intended all along. That meets the requirement of section 896 of the Companies Act 2006.Under section 897 of the Companies Act 2006, a statement explaining the effect of the compromise or arrangement must be made available and with the creditors being involved about where it can be found. That has been done by the availability of the statement on the Co-op Group website which is referred to in the Court Order.The Scheme meeting will be held at 10.am on 11th December 2013 at the Bloomsbury Holiday Inn. Although it is referred to as one meeting, there are separate class meetings and the necessary majority has to vote in favour of the Scheme at each of those meetings. If any meeting does not get the necessary majority the whole Scheme collapses. According to the document on the Co-op Group website, the votes by Preference Shareholders will be at 1.00pm, those of 13% Bondholders will be at 2.00pm and those for the 5.555% Bonds at 3.00pm.In each case the vote will be on an Extraordinary Resolution. A majority in number representing 75% in value of each class of creditors or and class of members voting either in person or by proxy at the meeting called under section 896 must agree the Scheme - s 899(1). That means that there must be a simple majority of votes by people present at the meeting and voting (in person or by proxy) and that simple majority of voters must also hold between them 75% in value of the holdings of all those present and voting (again in person or by proxy).In addition each of the three classes must vote in favour of the Scheme by that dual majority and if they don’t the court has no power to sanction the Scheme and it cannot go ahead - 899 (1) and Re Hellenic & General Trust Ltd  1 WLR 123.If the meetings do pass the necessary resolutions by the necessary majority, the court may approve the Scheme so that it becomes binding on all those it affects whether or not they voted in favour of it s 899(1). As that wording suggests, the court has a discretion about whether or not to approve the Scheme. Even after approval by the correct majorities, it can refuse approval. However, the court will be unwilling to upset the Scheme on its own commercial assessment, especially if there is a large majority in favour of it in each class. That is because the test applied by the court is whether no honest and intelligent person among those affected by it could reasonably approve it and the more votes there are in favour the less likely that is - Re Equitable Life Assurance Society (No.2)  EWHC 140 (Ch). It is also the case that the existence of an adverse situation facing the company if the Scheme fails is a factor in favour of approving the Scheme at least of all the procedural rules have been followed - Scottish Lion Insurance Co Ltd  CSIH 6 at para 44 [LINK]. Given that the Scheme document indicates (at para 5) [link] that:"If the Liability Management Exercise is not successfully implemented on or before 31 December 2013, the Bank therefore considers that the PRA would have a basis for determining that the Bank is failing, or is likely to fail, to satisfy its threshold conditions; that the power of the Resolution Authorities to exercise stabilisation powers under the Banking Act had arisen; and the Bank believes it is likely that the Bank would be subject to a resolution procedure under the Banking Act. The Bank therefore believes that there are only two realistic outcomes for the Bank, which are either its recapitalisation following successful implementation of the Liability Management Exercise or a failure of the Liability Management Exercise resulting in the Bank becoming subject to a resolution procedure under the Banking Act.”The result of the votes at the class meetings will be announced on 12th December 2013.The Court hearing to sanction the Scheme will be on 16th December 2013 and the result of the hearing will be announced “as soon as reasonably practicable” after the hearing.Likely Outcome?I don’t have a crystal ball. However, key factors making it likely that the necessary majorities will be found and that the court will approve the Scheme are:The retail investors - Preference Shares and 13% NotesThey get quite a good deal they can get more if they agree the swap by 29.11.13 instead of waiting till 6th December and to get the extra they have commit to vote for the Scheme. They are treated generously. They can still get 12 years of income or less income plus some capital instead of losing the whole investment. Arguably, anyone investing in a security labeled as bearing a 13% return should have understood how risky it was and preference shares are shares and not debt. However, the potential PR disaster of a lot of elderly individuals with faith in the Co-op Bank ( or previously Britannia) having their savings wiped out, the great work of Mark Taber and others on their behalf, and the relatively small value of their total investments in the scheme of things has saved their bacon - as long as the Scheme goes through. They should be very grateful.The LT2 Bond Holders - 5.555% NotesThis group get 70% of the Bank in return for all their bonds plus some cash. Whether that is a good deal depends on how the bank fares in the future. Negatives for the value of the Bank’s shares include the recent blizzard of bad publicity and political mud slinging around Paul Flowers and the plethora of enquiries into the Bank, the Group and the regulators. That all means that the controversy will run and run. However, if the business plan works and the Bank’s performance improves with its new capital structure, the new shareholders and the Co-op Group could do quite well. More immediately, holders of 48% of this class of securities are locked into voting in favour of the deal.Both groups have been party to the detailed negotiations to agree the Scheme and seem to welcome it. If the Scheme fails and the Bank goes into “Resolution” (i.e. special regime for banks with financial difficulties) all parties will be worse off than they would be under the Scheme. The creditors and preference shareholders will either be wiped out or suffer significant loss.For the Co-op Group, the “cross default” that Len Wardle was reported as mentioning at the Co-op Group Half Yearly meeting might also arise. So there can be no doubt that agreement on this plan is also in the interests of the Co-operative Group and the whole co-operative movement.We must hope that the Scheme is approved despite the demutualisation of the Bank that it will involve.© Ian Snaith 2013 This work is licensed under the
This work is licensed under a Creative Commons Attribution-ShareAlike 2.0 UK: England & Wales License.
27 Nov 2013
Following the ICA General Assembly, ILO Deputy Director General Greg Vines has been suggesting how the two organisations can work together.
The ILO’s ‘centennial project’ is looking at the future of work, including how it engages with private sector enterprises. It emphasises corporate social responsibility and improved labour standards across global supply chains, “an area where we see co-operative enterprises and their organisations playing an important role as value driven, principled businesses.”
Mr Vines, who highlighted joint action by the ILO and the co-operative movement on sustainable development, statistics and labour standards in his speech at the Cape Town conference, said the most important discussion at the UN today is around the post 2015 development framework for a sustainable development agenda.
The ILO has helped define a framework which calls for job creation and social protection to be included in the Universal Development Goals (UDGs). It has joined the ICA, the UN Research Institute for Social Development and others to gather evidence on how co-ops have contributed to sustainable development and highlight their potential to help achieve the UDGs.
“We presented our preliminary findings at a workshop during the global conference and I was encouraged to see the outpouring of interest and ideas from top co-operative leaders, researchers and practitioners,” he said. “We’ll continue with an expert group meeting around this effort and hope to bring the important contribution of the co-operative model, and its relevance to sustainable development, to the forefront of our work. We strongly believe it will be critical to have co-operative voices heard.
He said showing how co-ops contributed to improved livelihoods and generation of quality employment required solid evidence. “Much has been done by the co-operative movement,” he says. “As a UN agency responsible for labour statistics, our engagement is often through the national statistical offices.
“I’m happy to note that during the 19th International Conference of Labour Statisticians in October, a resolution was adopted on statistics on co-operatives by national statistics offices from around the world.
“This calls for developmental work on the measurement of co-operatives and for a progress report to be ready for discussion at the 20th International Conference of Labour Statisticians in 2018. A critical next step will no doubt be for national statistics offices to engage with co-operative researchers and institutions to identify the type of indicators needed to show the co-operative advantage.”
He added: “We’re also keen to see how co-operative enterprises are faring as employers in creating decent work opportunities. We can integrate delivering fundamental rights and principles messages through co-operative enterprises and their apex institutions in our flagship projects like BetterWork and IPEC.
“It would be great if we could engage with co-operative enterprises and show how these collective enterprises are faring with respect to core labour standards of freedom of association, elimination of worst forms of child labour, forced labour, and discrimination.
“Engaging with co-operatives to advance these core labour standards is a concrete area of joint action during the co-operative decade.”
ILO Deputy Director General Greg Vines at ICA's Global Conference in Cape Town.
Tags: ilo; edigest;Cape Town feed: 1Event: ICA's Global Conference and General Assembly ICA's Global Conference and General Assembly
We just received this summary of recent events in the world of Fair Trade certification from our friends at the Fair World Project. If you’re concerned about the integrity of labeling schemes, please read the various links which explain changes in labeling requirements, sourcing standards, and our responses to those changes.
Responses to Fairtrade International’s Fairtrade Sourcing Partnership
Fairtrade International recently released a proposal called the Fairtrade Sourcing Partnership that would allow a fair trade label (similar to the current fair trade mark used by Fairtrade International and its labeling parters such as Fairtrade America) if 100% of either sugar or cocoa are certified, even if other ingredients are not. This is a move away from their previous policy that all ingredients that can be fair trade must be (known also as commercial availability), and would apply even if the sugar or cocoa made up less than 20% of the total product (the current minimum threshold for using a seal on front of package).
Fair World Project has expressed concern to Fairtrade International both in a joint letter with Equal Exchange, Divine Chocolate, Alter Eco, Wholesome Sweeteners, and Whole Foods Market (the largest natural product retailer in the US) and during stakeholder engagement meetings. In addition, many committed fair trade brands and producers voiced their own concern in a joint letter. On October 31, 2013 Fairtrade America sent a email announcing they would not introduce the new on-pack label into the US marketplace, but will still be considering implementation of other aspects of the initiative.
Fair World Project has called upon Fairtrade International to take fully into account the risk to producers as well as the transparency to consumers of this proposal before implementing. We will continue to follow this process and take additional actions to advocate on behalf of producers and consumers if warranted.
#FairTuesday is an ethical shopping initiative created in response to Black Friday and Cyber Monday. The goal of #FairTuesday is to inspire conscious consumerism. “Fair Tuesday” features Fair Trade and eco-friendly brands, and is inviting other businesses to take a step towards sustainability.
Whether you are an individual, organization, or a member of the press, you can join the #FairTuesday movement in two simple ways: by buying one fair trade item on Tuesday, December 3rd and by helping us spread the word about the movement on social media using hashtag #FairTuesday. If you represent a non-fair-trade business, tell us what you are doing to make your practices more green and fair.
More at Fair Tuesday
The Co-operative Bank is in a right old pickle and there will be many who will, out of anger or embarrassment, be tempted to walk away and find an alternative financial services provider.
But to do so would be to give up on what was not only the shining jewel of the UK co-operative movement for many a year, but a hero brand for sustainable development that was respected the world over.
Everyone from bankmecu in Australia to Vancity in Canada took inspiration from the Co-operative Bank’s Ethical Policy and went on to build kick-bum socially responsible investment agendas of their own.
I’m one hundred percent behind the campaign saveourbank.coop and the idea that if enough customers come together we can protect the Ethical Policy for generations to come. It’s certainly worth a try.
Right now the media are almost exclusively giving voice to those who will twist the knife, but we can’t let all of the good the Bank has done be forgotten. Below, I’ve pulled together just a few of the Bank’s greatest hits. What you see below is the tip of the iceberg — which is why so many charities and campaign groups have signed saveourbank.coop’s Ethical Policy declaration.
Time after time, the Co-operative Bank was there to help good causes get over the line and secure societal change — everything from the UK’s groundbreaking Climate Change Act to a global landmine treaty. As Rocky says: it’s not about how hard you hit; it’s how hard you can get hit and keep moving forward — that’s how winning is done.
• Launch of world’s first customer-led Ethical Policy. It’s easy to forget just how radical this was back in 1992. It was unheard of for customers to be polled on where they did and didn’t want their money invested — and by all accounts the Bank of England was none too impressed, but could do little as customers had said this was what they wanted. As early as 1998, the Bank was foregoing investment in fossil fuels extraction and production and the manufacture of persistent bio-accumulative chemicals. To date, the Bank has turned away over £1 billion to businesses that breach the Policy.
• Pioneer of ‘warts and all’ Sustainability Reporting. Back in 1999, the Bank’s first Sustainability Report was not only named the best Social Report in the UK, it went on to receive a special commendation for Stakeholder Reporting at the European Environmental Reporting Awards – there wasn’t even a category back then for the type of triple bottom line reporting it was pioneering. In 2002, it won best Sustainability Report in the UK and Europe and topped the United Nations biennial global survey (which it went on to win again in 2004).
• Award-winning advocate of sustainable finance. The Bank was recognised by the Financial Times as the most sustainable bank in Europe in 2010, 2011 and 2012. No mean feat when you consider that it was shunning investment in the International Finance Corporation because of their fossil fuels investments, who were a co-sponsor of the award. The Bank’s commitment to invest £1 billion in energy efficiency and renewables was a key factor in the winning run.
• Lobbying for good. From its earliest days, co-operators have lobbied for good. But it was the Bank that took things to the next level with its Customers Who Care programme and the mass mobilisation of customers to produce legislative change. No other business, before or since, has better recognised the need for public policy intervention to secure sustainable development. First it was a ban on landmines in 1996, and then it moved on to Disability Prejudice, Human Rights, Third World debt and a host of other issues. It was active in securing far reaching Safer Chemicals legislation in Europe in 2006. It helped secure the world’s first Climate Change Act in the UK in 2008, the same year a global ban on cluster munitions was successfully realised after years of campaigning. Jonathon Porritt has commented that the campaigning activities of the Bank have been as impressive as that of many professional campaign groups.
• Additional research by Ryan Brightwell. A longer list of The Bank’s ethical achievements has been produced at saveourbank.coop/greatest_hits
A merger between two of Britain's biggest retail co-operatives, Midlands and Anglia, has been approved by their members.
Midlands Co-operative, the second largest independent retail society, and Anglia, the eighth largest, will together create one of the largest co-ops in the sector, with 329,000 members, over a hundred funeral homes and nearly 250 stores and filling stations across 16 counties.
At Midlands’ meetings in October, members voted on rule amendments which would facilitate ‘transfer of engagements’ from Anglia, along with a new democratic structure. A record turnout of 1,800 voted, with 90 per cent in favour. On 19 November, 100 per cent of Anglia members in attendance voted in favour of transfer to Midlands.
The new society, which will be renamed, will boast a projected gross annual turnover of almost £1 billion.
A spokesperson for both societies said: "Progress is now underway to adopt a new name for the merged society before the end of the year. The new name will reflect the input of colleagues and members and will signal the start of a new and exciting future for both businesses.
"Legal formation of the merger marks the end of months of planning and collaboration between the two societies. The process of integrating the two organisations into one will allow the newly formed business to embark on a new period of opportunity and growth by bringing together the strengths of each society."
Midlands Co-operative rules represent the ‘host’ rules, as Anglia transfers its engagements early in December. Transitional arrangements will enable Anglia to join Midlands’ current structure immediately, until the new structure is introduced in 2014.
Martyn Cheatle, chief executive of Midlands Co-operative, told Co-operative News: “The new structure reflects the needs of the newly merged society and will drive increased member participation in the democratic process and the commitment to strengthen engagement and links with members and local communities. There will be a phased introduction of the new democratic structure over the next 12 months.”
The changes mean Midlands will lose its two-tier board structure in favour of a directly elected board. Traditionally members were elected to its regional boards, from which they were elected to the main board.
The board, at 12, will be smaller than Midlands' current 16 and will include three employee directors. It will have the option to co-opt two independent non-executive directors.
The new society's trading area will comprise three electoral constituencies, based on number of branches and turnover. A membership and community council of 12 locally elected members will represent each constituency.
Mr Cheatle said: “Working together with our trading businesses, the councils will build on the society’s strengths in this important area to provide an even more positive contribution to the lives of members and communities. The work of the councils will incorporate member development, together with education and cultural and recreational activities, in line with our membership and community strategy.”
There will be online and postal voting for members and a new annual election cycle will see board elections at annual general meetings in April-May and membership and community council elections in October, at interim meetings.
John Chillcott, chief executive of Anglia Co-operative, said: “The new democratic structure has been designed to reflect best practice and enhance both societies’ engagement with all stakeholders. Both societies are already consulting employees and members on a new name for their society.
“Martyn will lead the new business going forward as chief executive. The detailed process of bringing the societies together as one has only just begun and it’s business as usual over Christmas and the New Year.”