Musselburgh and Fisherrow Co-operative Society Limited (M&F Co-op) was a retail consumer co-operative trading in the Scottish towns of Musselburgh and Dalkeith. It was founded as a co-operative in 1862, and, in 2007, joined the small number of UK co-operative retailers to demutualise.
In the years immediately prior to demutualising, M&F Co-op ran a funeral business, a food shop and department store in Musselburgh, and also invested in commercial property, including shops and a leisure complex at Fisherrow harbour. It converted into a private company limited by shares called M & F (Scotland) Limited.
The stock company acquires control of the business, and ownership of its assets.
The most notable demutualization plan of a UK retail co-operative was the 1997 failed hostile takeover bid for the Co-operative Wholesale Society by Andrew Regan.
A 2005 attempt by M&F Co-op to demutualise was halted by a Court of Sessioninterdict, and resulted in an investigation by the Financial Services Authority (FSA), the regulator for Industrial and Provident Societies such as M&F Co-op.[4][8]
The petition for interdict, which was made by eight members opposing demutualisation, including former president George Cunningham, alleged 19 governance irregularities, including conflicts of interest and an inquorate board of directors, as three of the six directors had resigned in preceding weeks.[8]
The FSA investigation reported in 2006 that M&F Co-op's democratic governance had not been functioning effectively.[9]
2007 demutualization
The board called a further members meeting for June 2007 to vote on a demutualization resolution.[6]
In September 2007, the M&F Co-op incorporated a private limited company, M & F (Scotland) Limited, and transferred its assets and obligations to it, deregistering as an Industrial and Provident Society on 1 October 2007.[3][10]
It built and operated the Quayside restaurant and leisure complex overlooking Fisherrow harbour, which opened in 1992.[18][19]
It sold it in 2007 to leisure entrepreneur Charan Gill, who refurbished it and renamed it The Quay.[20][21]
The commercial property business also leased shops.[22]
The Co-operative Group owns and operates a pharmacy in Musselburgh High Street, and an Alldays convenience store in Clayknowes Road, that are not affiliated with M&F Co-op.[25][26]
^ abcd"Musselburgh Co-op in crisis as privatisation bid fails". Co-operative News. 1 November 2005. Retrieved 13 May 2008. the issue of Musselburgh & Fisherrow's disappearing membership, apparently down from 15,375 in 1997 to 1,080 now. According to the petition, a circular sent to members in July said that a cash payment of £500 plus five times share value would be payable to those who supported conversion.
^In the UK, co-operative members are sometimes known as "shareholders". Their share accounts cannot be traded, and only grow in value by a small, fixed amount of compound interest, if any.