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With even Poundland and B&M in trouble, what's next for Britain's ailing high street?

With even Poundland and B&M in trouble, what's next for Britain's ailing high street?

Independent06-03-2025

Poundland is on the City's discount sale rail. Despite posting a £1.6bn turnover last year, its European owner wants out. Investors in B&M, a similarly value-focused retailer, have also been heading for the exit.
Despite an apparently robust trading update in January, they looked at the future, and especially its profit guidance, and they ran. Smart move. Last week, the group issued a profit warning and said its CEO Alex Russo was stepping down.
The shares have been in long-term decline. Over the last 12 months, they're underwater by nearly 52 per cent. By contrast, the broad-based FTSE All Share index is up by 11.5 per cent over the same period.
What's going on? Poundland is a victim of its European parent, Pepco, seeking to pep up its performance by streamlining the group and operating under a single brand. This leaves Poundland as an unwanted child with very poor prospects.
Pepco boss Stephan Borchert said: "At Poundland, recent performance has been very challenging, impacted by declines in clothing and general merchandise following the transition to Pepco-sourced product ranges at the start of the year.'
A sale, he said, was the preferred way forward for the retailer. Does this mean a buyer coming along and buying it for a pound? Perhaps that's pushing it a bit.
Former boss Barry Williams has been slotted back in. He's shown he can turn a business around and he is likely to focus on value, with an increase in the number of products sold at a pound. It is some time since Poundland did away with selling everything at that price point because, obviously, inflation.
However, as Pepco told its investors, he is being pitched into a retail hellscape. It didn't put it like quite that, preferring to say Poundland was operating in 'an increasingly challenging UK retail landscape that is only intensifying'.
But faced with that, Williams will need a mighty magic wand to bring the business back to life and while Pepco still loves him, it isn't willing to stick around to see if he can deliver.
That also explains investors being so down on B&M even though one wonders what Williams would surrender if someone offered him the chance to be in its position. An arm? A leg?
The trouble is, the high street 's diminishing band of holdouts all face the same deep-rooted problems. It is not just the discounters that are looking aghast at the outlook. Their costs are going through the roof. Steep rises in the minimum wage, welcome in many respects, are nonetheless tough to handle when you're also paying higher national insurance contributions (NICs) for every member of staff you employ on top of that.
It isn't just Rachel Reeves 's decision to increase the rate from 13.8 per cent to 15 per cent either. She also reduced the threshold. That means employers start paying after the first £5,000 rather than £9,1000.
This is particularly hard on retailers, which have large workforces made up of relatively low-paid employees. Even the solidly profitable supermarkets – an increasingly tough source of competition for pound shops with their habit of price matching to the likes of Aldi – have been warning of price rises and job cuts. Investment plans have, meanwhile, been mothballed.
David Bharier, head of research at the British Chambers of Commerce, said: 'UK firms are facing a double whammy of rising domestic taxation and a potential global trade war. Businesses are telling us that the rise in national insurance and the minimum wage will increase costs, stall investment, and cause them to rethink their workforce plans.'
The BCC has downgraded its 2025 growth forecast for the UK economy to just 0.9 per cent from 1.3 per cent. It is far from the first institution to do that. The Bank of England cut its own prediction in half, to just 0.75 per cent.
Small wonder. Consumer confidence remains mired in the red, where it has been for months, with business confidence similarly low. Chancellor Rachel Reeves has greeted the increasingly desperate calls for help, or at the very least a phased increase of the new tax rates, with a tin ear. So is it really unrealistic to think that Pepco would accept as little as a quid for someone to take the underperforming Poundland off its hands?
Absence of a Damascene conversation from Reeves, who really needs to find some way of getting business back on the side if Labour is to stand a chance of making good on its growth promises, I don't think it is.
As for the high street, the tumbleweed is blowing down it. If you live in a prosperous area, you may still find the odd shop amongst the cafes and the beauty salons, which have been doing well. If not, it's chicken shops and not much else. With gambling moving online, even the bookies have been giving it up as a bad bet. Reeves needs to wake up, fast.

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If at the conclusion of the offer period the acquiror has obtained enough shares to approve a merger as a shareholder under applicable state law (typically 50% to two-thirds of shares entitled to vote thereon), it proceeds with a back-end statutory merger to complete its acquisition of the target. In various states, no shareholder approval for the back-end merger is required if the acquiror has obtained a specified percentage of the target's shares (typically 90% but in some states less) and certain other conditions are met. Two-step mergers can be completed in as little as six to seven weeks and have historically been favored in transactions that do not require intensive regulatory approvals or long periods between signing and closing. However, recent changes to the US antitrust regime are expected to substantially increase the time required to prepare certain filings, so the utility of a two-step structure may be reduced moving forward (see Regulatory Issues below). 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Most commonly, US public companies are incorporated in Delaware, where directors owe two core fiduciary duties to the corporation and its shareholders: The duty of care, which requires directors to act in an informed and considered manner and exercise the care that a prudent businessperson would when considering a business decision. The duty of loyalty, which requires directors to act in good faith on an independent and disinterested basis and to make decisions in the best interest of the corporation and its shareholders. Directors of companies incorporated in other US states are generally subject to similar fiduciary duties. Different considerations may apply if the US target is a non-corporate entity. Directors' decisions are generally entitled to judicial deference under the 'business judgment rule' if challenged in court by shareholders or other stakeholders. The business judgment rule establishes a rebuttable presumption that directors have acted in accordance with their fiduciary duties where the director's impugned decisions can be attributed to any rational business purpose and there is insufficient evidence to disseat the presumption that the director was informed and acted in good faith for the best interest of the corporation and its shareholders. Delaware corporate law affords directors this high standard of protection based on the fundamental principle that directors, not shareholders or the courts, are responsible for managing the business and affairs of the corporations they serve. However, directors' conduct and decision-making processes may be scrutinized more carefully in M&A transactions due to the heightened potential for conflicts of interests between the corporation and its shareholders, and directors of the target corporation, who may seek to entrench themselves or obtain other personal benefit from the transaction. Once it becomes clear in a cash transaction that a change of control of the target corporation is inevitable, the object of target directors' fiduciary duties shifts toward seeking to secure the transaction that offers the best value reasonably available to the target's shareholders. Directors' duties in this context are colloquially referred to as 'Revlon' duties and require that directors have a reasonable basis to conclude that the price obtained for the target's shareholders is the best available. This assessment is made without regard to the interests of other stakeholders, such as employees, or the transaction's consistency with the target's existing business plans. There are several common procedures directors employ in these circumstances to assist with price discovery and to demonstrate they have satisfied their Revlon duties. 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Instead, they are generally reviewed according to an onerous 'entire fairness' standard, though Delaware has recently introduced new statutory safe harbors that may offer protection from the application of this standard for certain controlling stockholder and interested officer and director transactions. This standard presumes that the transaction was tainted by the conflict of interest and requires directors to demonstrate the entire fairness of the transaction. To do so, directors must provide evidence of fair dealing in the procedural aspects of the transaction and that they obtained a fair price in light of the relevant economic and financial considerations of the transaction. It is difficult but not impossible for directors to demonstrate the entire fairness of a conflicted transaction. (For more on the duties of care and loyalty under Delaware law, see Fiduciary Duties of the Board of Directors on Practical Law.) Regulatory Issues Foreign investment in US public companies is often subject to regulatory approval and notification requirements, which vary according to the nature of the transaction. Regimes of particular note for non-US investors are: Antitrust (competition) review under the HSR Act (for more information, see Hart-Scott-Rodino Act: Overview on Practical Law). Review for national security implications by CFIUS (for more information, see CFIUS Review of Acquisitions and Investments in the January 2025 issue of Practical Law The Journal). In recent years, the US antitrust authorities and CFIUS have demonstrated increasing willingness to intervene in transactions, though it remains to be seen whether this trend will continue under the Trump administration. Given the new administration's posture regarding foreign investment in sensitive assets and industries, it is likely that CFIUS scrutiny regarding investments by non-US acquirors will remain elevated or intensify. The HSR Regime Under the HSR Act, pending acquisitions that will result in the acquiror owning more than a specified amount of voting securities or assets of a target engaged directly or indirectly in US commerce must be reported to and approved by the Federal Trade Commission and the Department of Justice (DOJ) prior to consummation. These transactions are subject to a minimum 30-day waiting period (lowered to 15 days for tender offers) that commences on the filing of a pre-merger notification form. The pre-merger notification form requires that the parties provide extensive information regarding themselves and the transaction, including materials and emails by or for senior management or directors relating to the transaction's competitive implications. The parties may even be required to disclose unsolicited pitch books or other materials prepared by their advisors if they touch on competitive implications. If the reviewing agency determines that further inquiry is required after reviewing the pre-merger notification form, it may issue a second request for information. A second request can substantially lengthen the timeline of a transaction, as well as require the parties to agree to certain concessions, including divestitures, to obtain approval for the transaction. In recent years, the US antitrust authorities and CFIUS have demonstrated increasing willingness to intervene in transactions, though it remains to be seen whether this trend will continue under the Trump administration. Given the potential for an extended review process, the parties typically seek to prepare and file the pre-merger notification form as early as possible. Because recent amendments to the HSR form have significantly expanded the information required in the filing, HSR filings require a substantial amount of time to prepare and close coordination with counsel and senior management. (For more on recent changes to the HSR form, see HSR Rule Changes in the January 2025 issue of Practical Law The Journal.) The CFIUS Regime Acquisitions of US companies by non-US buyers may attract regulatory scrutiny due to national security concerns. CFIUS is an interagency committee comprising the heads of several governmental departments and offices, including the Department of Homeland Security, the DOJ, and the State Department. Federal legislation empowers CFIUS to initiate a review of transactions involving non-US investors that could potentially affect national security, including the acquisition of a US target collecting sensitive personal data of US citizens or involved in critical technologies or infrastructure. Unlike under the HSR regime, it is generally voluntary to provide CFIUS with notice of a pending transaction. Nevertheless, voluntary notice is typically given where there is a reasonable likelihood that a proposed transaction will attract scrutiny from CFIUS. There is a strong incentive to obtain preclearance of this type of transaction because the acquiror could otherwise be required to agree to divestitures or other remedial actions post-closing if CFIUS independently initiates a review after learning of the transaction. If voluntary notice is given, a 45-day review period commences, after which the transaction is either cleared or proceeds to an investigation period that may last up to an additional 45 days. If the investigation determines the transaction presents national security risks, CFIUS may seek mitigative measures from the parties, refer the transaction to the president for determination of whether to block it, or both. Referrals to the president are rare because a transaction that is not cleared during investigation by CFIUS is most often withdrawn by the parties and abandoned or renegotiated due to the failure to obtain required regulatory approvals. Shareholder Litigation Shareholder litigation is accepted as a standard part of US public company acquisitions. These transactions are routinely subject to claims by the target's shareholders that the directors failed to satisfy their fiduciary duties, or allegations that a disclosure made by the target in SEC filings contained material misstatements or omissions. Acquirors may also be named as defendants in the lawsuits, particularly where the acquiror had already obtained a toehold in the target and is alleged to have used its influence as a major shareholder to extract value at the expense of other shareholders. (For more on shareholder securities litigation claims, see Securities Litigation and Enforcement: Overview on Practical Law.) Shareholder litigation rarely delays the consummation of a transaction or results in material damages or settlements relative to the overall transaction value. Rather, the primary consequences of shareholder litigation in US public company transactions tend to be the incurrence of attorneys' fees and the time and expense of preparing additional disclosures regarding ongoing litigation that is required to be included in SEC filings made in connection with the transaction. Given the prevalence of shareholder litigation in the US, it is also customary for the acquiror of a US public company to agree to indemnify the target's directors and officers for any lawsuits that may be levied against them for their service in such capacities. A portion of the cost of indemnifying the target's directors and officers may be offset against the target's existing directors and officers insurance policies, if any exist. Acquirors should engage with counsel and their counterparties early on in the transaction to ensure that all parties understand best practices for minimizing the risk of shareholder litigation. For example, transactions involving a perceived conflict of interest, such as those initiated by management or a controlling shareholder of the target company, tend to have greater incidence of shareholder litigation and higher settlement costs. Non-US acquirors should be mindful that the broad scope of the discovery process in US litigation may require them to produce extensive correspondence relating to the transaction (such as emails and text messages). Therefore, all correspondence from the beginning to the end of a transaction should be created under the assumption that it may become public in connection with litigation. Regulators may also request to review deal correspondence when considering whether to grant approval of or challenge a transaction. Additionally, acquirors may be required to bear the expense of any post-closing settlement costs or damages rendered in ongoing 'stock drop' litigation against a US public company target, which is a prevalent form of securities litigation in the US where the shareholders of a public company bring a class action lawsuit alleging that false or misleading statements in the company's public filings caused a significant drop in share price. These lawsuits often take several years to resolve, and associated costs should be factored into the acquiror's assessment of the value expected to be obtained from the transaction.

Leaked FSG text speaks volumes about Liverpool's Florian Wirtz transfer saga
Leaked FSG text speaks volumes about Liverpool's Florian Wirtz transfer saga

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As Liverpool look set to eclipse their club record transfer fee to sign Florian Wirtz from Bayer Leverkusen, many fans may remember the leaked text FSG sent to Jurgen Klopp With Liverpool on the verge of shattering their record transfer fee to sign Florian Wirtz, supporters may remember a leaked text from Fenway Sports Group. The Reds recently submitted a bid of £100milllion plus £14m of add-ons to Bayer Leverkusen, and while negotiations are still ongoing, they remain confident of wrapping up a deal. The Merseysiders are doing all they can to bring in the 22-year-old Germany international. And his arrival would dwarf their previous transfer record, which saw them spend £75m on Virgil van Dijk in the 2018 January transfer window. ‌ Wirtz is widely admired around Europe and was heavily linked with Manchester City and Bayern Munich. His likely arrival is a statement of intent from owners FSG, who were often reluctant to spent £100m in a single transfer window, let alone on one player. ‌ Not long ago, the club's fanbase were repeatedly accusing FSG of being too scared to break the bank to sign top-class players. The seemingly imminent arrival of Wirtz is a clear sign that the purse strings are no longer as tight. It is a huge boost to Liverpool fans who were often frustrated by the likes of fierce rivals Manchester City, Manchester United and Chelsea comfortably out-spending them. In his early years at the club, former manager Jurgen Klopp defended the ownership in press conferences and interviews. But behind the scenes, the German was making it clear that extra investment in the squad was vital if they wanted to lift the big trophies. When Klopp arrived at Liverpool, the Reds were in 10th place and had an ageing squad. Unhappy with the players at his disposal, Klopp received an apologetic text from the FSG bosses. In 2021, Klopp revealed: "At the beginning I received a message from the US saying, 'Sorry for the squad we've given you.' But all was good I replied, it just needs time.' ‌ Two years after revealing that text, Klopp watched his Liverpool side be convincingly beaten 5-2 at home by Real Madrid. It was the kind of chastening defeat which prompts action in the next transfer window. The previous month, Klopp publicly warned that Liverpool will need to be more aggressive in the transfer window or they will fall behind their Premier League and European rivals. He said: "I believe in coaching, I believe in developing, I believe in team-building and using those things 100%. "But meanwhile in the world out there the managers are really good. There are so many good managers out there it's crazy. So they believe in that as well, and if they start really properly spending and do those things as well, then you cannot not spend or you will have a little bit of a problem." ‌ In Klopp's final summer transfer window they fully took on Klopp's advice, as they rebuilt their midfield by signing Dominik Szoboszlai, Alexis Mac Allister, Ryan Gravenberch and Wataru Endo for a combined £155m. After Klopp walked away, many were surprised that Arne Slot was only able to sign Federico Chiesa in his first two transfer windows. But after winning the Premier League, FSG have shown the kind of spending intent usually seen by City, United and Chelsea. The way in which they have quickly moved for Wirtz highlights FSG's proactiveness, and that they are no longer afraid to break the bank to sign a potential game-changer. Full-back Jeremie Frimpong has already arrived this summer for £29.5m, while £45m Bournemouth left-back Milos Kerkez looks likely to arrive too, so Liverpool are clearly looking to build on their title triumph from Slot's first season. And it's a stark contract from the text message they left for Klopp all those years ago.

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