Capital Needs of Co-operatives

Debate between Gareth Thomas and Alex Sobel

Wednesday 25th April 2018 Westminster Hall

[Gareth Thomas]

The hon. Gentleman makes an extremely good point. If he can use his not inconsiderable influence on the Minister to support what I will say, we might be able to accelerate the addressing of some of the problems co-ops face in investing in social housing. Unless co-operatives can raise additional capital, they cannot expand or develop to their true potential. At worst, they are at risk of demutualisation, as I will set out. Co-operatives do not issue shares in the same way as investor-owned companies—to do so would mean demutualising—so bigger co-operatives can face considerable difficulties raising additional capital at the level they need. Their growth inevitably is limited and their ability to compete on equal terms is reduced.

In short, legislation is needed to fix this problem—legislation that protects that unique governance model of co-operatives, but allows them to issue permanent investment shares. Such shares could allow consumer co-ops to grow by acquisition and by developing new business offers for their customer members. Football supporter-owned clubs could fund the development of new stadium facilities, grow their businesses, serve their communities and consolidate their income streams. Co-operative-owned energy generators could attract long-term investment to build even more energy infrastructure of the sort we need in this country. A lack of capital limits a co-operative’s growth and ability to develop new services. The growth rate of that co-operative is constrained by its relative inability to add significant capital through retained earnings.

[Alex Sobel (Leeds North West) (Lab/Co-op)]

In my constituency, the Headingley Development Trust is doing its second community share offer. It has already managed to raise £232,395 from individuals—I declare an interest as an investor in that share scheme. That money is being matched by £100,000 from the community shares booster programme from Co-ops UK, Locality and Power to Change. The trust can have only £100,000 because of the cap. Energy, community facilities and social care can all be aided by lifting the cap.

[Gareth Thomas]

My hon. Friend raises a good example of the difficulties that co-operatives face. I pay tribute to his work championing the co-operative he mentioned. He also underlined my point about the good work that Co-ops UK has done in championing community shares. His fundamental point is absolutely spot on: there is a limit to the amount of capital that co-operatives can raise because they do not have the instruments available to them that are available to many of the non-co-operative businesses that operate in our economy.

Like all businesses, co-operatives need to be able to benefit from the economies of scale that are often available only by growing their businesses. They need to gather sufficient capital to serve their members well, to extend services to new members and to expand their services. Without new capital, many co-operatives could be driven into inappropriate corporate forms through demutualisation. Many of us in the co-operative movement can think of many examples where that has already happened. If co-operatives convert to other corporate forms, consumer choice in our economy is reduced and large numbers of consumers would no longer have non-listed, member-owned options in the marketplace. That reduces competitive pressure from the operation of different business models in the same market and adds to systemic risk to the economy.

There is inevitably a limit to the amount of debt that can or should be raised by any business. Mutual shares would present an opportunity for small mutuals to raise funds that they may not be able to raise otherwise, and for larger co-operatives to raise funds that subordinated debt does not provide.

Additional capital helps in a number of ways. It could be used in tactical acquisitions, which would help businesses’ competitiveness. They could also look at local infrastructure development potential. There are a number of examples overseas of similar co-operative share offerings. Examples from Canada, the Netherlands and across the European Union show how mutuals can enlist their members in raising capital through the issue of new deferred shares. In summary, the benefits offered provide evidence that Government support for such a Bill would create a viable new opportunity for mutuals to attract new capital and deliver positive outcomes for mutuals and consumers.

Currently, co-operatives largely have to generate capital for growth internally. They have no shares to sell and hence no access to equity markets. Ongoing capital in co-operatives consists of retained earnings and bank borrowing, with some smaller co-ops also raising withdrawable share capital. The lack of access to reliable capital can be a serious limiting factor on the growth and development of consumer mutuals. How these businesses are constructed means that the introduction of external capital without additional safeguards, such as limits on voting rights and distributions, would water down the mutual purpose of the organisation. The International Co-operative Alliance said that co-operative capital needs to offer

“a financial proposition which provides a return, but without destroying co-operative identity; and which enables people to access their funds when they need them. It also means exploring wider options for access to capital outside traditional membership, but without compromising on member control”.

Consolidation between mutual businesses has been the short-term response to pressure in the past. That has created a small number of firms of critical size that are better able to compete in their markets. Without access to new capital, however, organic growth has remained a difficult challenge. In staying true to their business purpose, customer mutuals are therefore limited by their options to access capital for growth. Some external capital instruments do exist in mutuals. In building societies, more than a billion pounds of deferred shares have been issued. Nationwide building society and Cambridge building society have issued core capital deferred shares. That new capital instrument is designed for mutual building societies and enables them to raise common equity tier 1 capital to supplement retained earnings and diversify their capital base.

The Government supported legislation for mutual insurers and friendly societies to issue deferred shares in 2015, although I note that the restrictive position of Her Majesty’s Revenue and Customs has prevented its full implementation and the relevant orders from being laid before the House. It would be good hear whether the Minister can unlock that particular blockage.

The mechanisms for funding co-operatives are more restricted than those for companies. It is not possible for co-operatives to have equity share capital, as understood in the company law context, because equity ownership is incompatible with the co-operative principles and would therefore be prima facie unregistrable. It is also not possible for societies for the benefit of the community because distributions of income and capital are not permitted.

Co-op societies, like building societies, were historically funded by their member customers, who were required to subscribe a minimum amount of share capital in order to be afforded full membership rights. That might be built up over a period of time, including by leaving undrawn dividends. Subject to the minimum capital requirements, therefore, members were permitted to withdraw funds from their account, and share capital was typically withdrawable. One of the consequences of that was that members’ share capital remained static in value. Although it was risk capital in the sense that it could be lost on insolvency in paying debts owed to creditors, it did not give members an undivided share in the value of the underlying business.

While the co-operative carried on trading, members therefore had no expectation of any entitlement to more than the repayment of their original capital. Their real interest was in the continuity of the existence of their society, providing goods and services to meet their needs. As a direct result of that approach to funding and ownership, any undistributed surplus was retained as reserves and shown as such in the accounts, and although such reserves constituted members’ funds for accounting purposes while the society remained a going concern, they did not belong in a traditional ownership sense to the members. They were more like assets currently being held by the body of members, almost as trustees for the purposes of the society.

An appropriate and sustainable basis of funding is a prerequisite for any business if it is to start up and survive, and the requirements for funding are likely to change or evolve over the life of the business. The restrictions in relation to the funding of co-operatives, which are created by legislation, are therefore fundamental to the future use of the co-operative form, and to the future viability of co-operatives.

I do not expect the Minister to give a guarantee of support today for the new form of investment capital for co-operatives, but I hope he will take time to reflect. Although I appreciate he has committed to meet me on another issue, perhaps he will be willing to meet me with Mutuo, the think-tank in the co-operative world, which has been developing this instrument, and which supported Lord Naseby when he introduced similar measures in 2015 which, as I said, are currently held up as a result of the unfortunate attitude of HMRC.

Another new type of raising capital that I want to put on the table comes from Italy. Worker co-operatives can play a significant part in rejuvenating firms that would otherwise close in places where there is a supportive policy and business infrastructure to facilitate that. It can act as an essential component of a progressive employment policy. Perhaps the best example of this is the so-called Marcora law from Italy, where conversions take place as negotiated employee buy-outs between workers, the exiting owners, the co-operative sector, the nearby local authorities, and bankruptcy courts. Under a legal framework—the Marcora law—an infrastructure of support has been created to assist the worker buy-out of firms. State funding that would otherwise be spent on unemployment benefits is used to finance the new co-operatives. It has been remarkably efficient for the Italian taxpayer. It is estimated that that investment has safeguarded nearly 14,000 jobs in 270 businesses and generated an economic return for the Italian state of almost seven times the capital invested.

The Italian method of creating staff buy-outs is essentially a negotiated conversion and business restructuring mechanism, with a unique set of supportive policies and a financing structure facilitated by a collaborative approach between staff, the co-op sector and the Government. Some resources are provided by the Italian state Treasury. Again, I do not expect the Minister to commit to this measure today, but in due course it would be good to hear his reflections on that example.

Perhaps on another occasion it would be good hear what further steps the Minister will take to try to encourage the expansion of the credit union sector, where capital remains a significant issue. The lack of resources for marketing is probably one of the biggest things holding back that sector’s development.