LASER CREDIT UNION LTD – NOTICE OF A 2nd SPECIAL GENERAL MEETING

Below this message is the formal notice and agenda of a 2nd Special General Meeting (SGM) of LASER Credit Union Ltd to be held on Wednesday 7th February 2024 at 2.00 pm at The Garden House, Clifton Park Museum, Doncaster Road, Rotherham S65 2AH.

You are invited to join us at our 2^nd Special General Meeting. Please note that even if you did not attend the 1^st Special General Meeting you CAN still attend the 2^nd Special General Meeting.

 LASER Credit Union Ltd held a Special General Meeting (SGM) on 17^th January 2024 at the Garden House, Clifton Park Museum.

The purpose of the SGM was to seek the views and approval of Members to our proposal to merge with Sheffield Credit Union Limited. As a Member of LASER Credit Union Limited this was your opportunity to vote on this proposal.

The Special General Meeting was quorate, and members unanimously approved the proposal to merge with Sheffield Credit Union Ltd.

Laser Credit Union’s rules require that there now has to be a second Special General Meeting held between 14 and 28 days after the first SGM to confirm the decision made at that meeting.  Again, this meeting must be quorate, that is there must be at least 15 members present, and the proposal will be passed if 50% of those present vote in favour.

Below this notice is the agenda for the 2^nd SGM and the 2^nd SGM Notice to Members document which provides more information about the meeting. Scroll down further to see the 1st SGM Notice.

If you have any questions or concerns regarding this post, the Notice to Members and/or the SGMs then we encourage you to contact Karen O’Reilly, the Manager of LASER Credit Union by email at:

karen.oreilly@lasercu.org.uk

If you would like to attend this meeting, then please also confirm your attendance by email to Karen O’Reilly.

This is an important meeting for LASER Credit Union and its Members. We do hope that you can join us, and we look forward to seeing you on Wednesday 7th February at 2pm at the Garden House, Clifton Park Museum.

2nd Special General Meeting of LASER Credit Union Ltd
To be held on Wednesday 7th February 2024 at 2.00pm at
The Garden House, Clifton Park Museum, Doncaster Road, Rotherham S65 2AH

AGENDA

1. Welcome and Apologies

2. Ascertain a Quorum

3. Approval of minutes of SGM held on 17th January 2024

4. Introduction to the meeting by the Chairman, Alan Teale

5. Questions and Answers

6. Resolution to be passed:

This meeting of members of LASER Credit Union Ltd hereby resolves to transfer the whole of the stock, property, and other assets and all engagements of the credit union to the Sheffield Credit Union Ltd in consideration of the Sheffield Credit Union Ltd issuing to each member of the Laser Credit Union Ltd paid up shares equal to the amount standing to the credit of each member in the share ledgers of the Laser Credit Union Ltd on the date when the transfer of engagements becomes effective.

7. Close of Meeting

LASER CREDIT UNION LIMITED NOTICE OF SPECIAL GENERAL MEETING TO BE HELD ON 07 FEBRUARY 2024 AT 2.00pm   PROPOSAL TO MERGE WITH SHEFFIELD CREDIT UNION   INFORMATION FOR MEMBERS   A Special General Meeting (SGM) was held on 17 January 2024 to consider a proposal by the Board of Laser Credit Union to merge with Sheffield Credit Union. Before that meeting all members were sent an information paper about the proposals, the Board’s views and the process for merging. That paper is re-attached for your information, and     remains accurate. The only material change since the first SGM to bring to your attention is that the Board of Sheffield Credit Union has been through its own processes to formally agree to the proposal to merge. At Laser Credit Union’s SGM members unanimously approved the proposal to merge with Sheffield Credit Union. Laser Credit Union’s rules require that there now has to be a second Special General Meeting held between 14 and 28 days after the first SGM to confirm the decision made at that meeting.  Again this meeting must be quorate, that is there must be at least 15 members present, and the proposal will be passed if 50% of those present vote in favour. The Proposal   The wording of the resolution to be voted on at this meeting is shown in the meeting agenda which accompanies this notice and is identical to the resolution approved at the first SGM on 17 January 2024, namely: This meeting of members of LASER Credit Union Ltd hereby resolves to transfer the whole of the stock, property, and other assets and all engagements of the credit union to the Sheffield Credit Union Ltd in consideration of the Sheffield Credit Union Ltd issuing to each member of the Laser Credit Union Ltd paid-up shares equal to the amount standing to the credit of each member in the share ledgers of the Laser Credit Union Ltd on the date when the transfer of engagements becomes effective.   What is the Board asking members to do?   You, the members of Laser, are invited to this second Special General Meeting so you can consider the proposal recommended by the Board and approved by members at the first SGM on 17 January 2024. If you, the members, still feel that a merger is in your best interests and that you are able to support the proposal to merge with Sheffield Credit Union, you will be able to vote in favour of the merger at the meeting.   This is an important meeting to decide the future of Laser Credit Union. The Board and staff, after considerable though and investigation, believe that the proposal offers the most realistic way to secure a long-term future for a community-focussed credit union in Rotherham. But you, the members, are the people who will make the choice about the future direction. Please come to the meeting on 7 February 2024 (2pm) at The Garden House, Clifton Park Museum, Doncaster Road, Rotherham to have your say and use your vote. If you have any questions before the meeting please contact: Karen O’Reilly, manager, at: karen.oreilly@lasercu.org.uk   What happens if the proposal is approved at this 2nd Special General Meeting?   If the proposal is approved Laser and Sheffield Credit Unions will begin the legal and administrative steps that are required before the 2 organisations can formally become a new entity.  These will include any actions and/or timescales required by the Financial Conduct Authority which regulates credit unions in England and Wales. It is estimated that, if Members approve the merger, it will take between 6 – 9 months to complete those legal and practical steps. During that time the two credit unions will continue to operate as they do currently. The Board of Laser Credit Union will keep members informed of developments. Depending on their importance this may be by posting information on our website or by direct, personal communication to some or all of the Members. Alan Teale Chairman, on behalf of the Board of Directors of Laser Credit Union 22 January 2024

LASER CREDIT UNION LIMITED

NOTICE OF SPECIAL GENERAL MEETING
TO BE HELD ON WEDNESDAY 17TH JANUARY 2024 AT 2.00 PM

PROPOSAL TO MERGE WITH SHEFFIELD CREDIT UNION LTD

At the last AGM in March earlier this year it was explained that the Board was looking at a number of options through which the growth and development needed for long term sustainability could be achieved.

After careful consideration the Board of Laser Credit Union has concluded that the best way to secure the future of a community-focused credit union in Rotherham is through a merger with Sheffield Credit Union.

The Proposal

The Board’s proposal would mean that Laser Credit Union and Sheffield Credit Union become one credit union with one Board of Directors which becomes the employer for all the staff of both credit unions.

Typically, the first step of the legal method for achieving this is for one of the merging organisations to absorb the other. As Sheffield Credit Union is the larger organisation the proposal is that Laser Credit Union transfers its business operations, assets and liabilities to Sheffield Credit Union. You, the members of Laser Credit Union, are invited to a Special General Meeting so you can
consider the proposal recommended by the Board. If you, the members, feel that a merger is in your best interests and that you are able to support the proposal to merge with Sheffield Credit Union, you will be able to vote in favour of the merger at the meeting. The wording of the actual resolution you will be able to vote in favour of the merger at the meeting. The wording of the actual resolution to be voted on, which is somewhat formal in nature, is shown in the meeting agenda which accompanies this notice.

Why is the Board making this proposal?

Since 2017 Laser Credit Union’s Business Plans have required the Board to consider the prospects of working more closely, or merging with, neighbouring credit unions. At that time, Laser Credit Union had just survived two crises, outside of its control, that came close to threatening its ability to continue in business. It has been recognised for some time that the requirements of the regulators are becoming more complicated, costly and difficult to achieve. It has also been the case that Laser Credit Union, as a small credit union, has a limited capacity to generate sufficient income solely from loans to members to thrive and to grow. It is also more generally accepted nationally that smaller credit unions are more vulnerable to future threats and costs and are therefore more at risk of becoming financially and/or operationally, unsustainable.

The position now is that:

• Laser Credit Union is in a good position, financially and in terms of the quality of its staff, to be a credible partner in a merged organisation.

• Sheffield Credit Union is also robust and, through growing its existing business and/or merging, wants to become a larger organisation.

• From the discussions that have taken place so far, Laser Credit Union ’s Board is satisfied that the two organisations share the same values and objectives to the extent that a merged organisation would continue to provide an equivalent standard of service to the people of Rotherham as Laser Credit Union does currently.

• Laser Credit Union’s Board is also very mindful of the fact that, despite a variety of serious attempts, it has been difficult to attract Board members with the appropriate skills and commitment to replace those who are nearing the end of their terms in office or who have, sadly, passed away.

What guarantees are there about the future of credit union services in Rotherham?

There can be no 100% guarantees about the future for any credit union. Laser Credit Union’s Board cannot guarantee that, regardless of business conditions, Laser Credit Union would be able to operate in the same way (or at all) for ever. For similar reasons neither Laser Credit Union’s nor Sheffield Credit Union’s Boards can guarantee that the merged credit union would, in the long term, provide services in exactly the same ways that they currently do as separate organisations.

But Laser Credit Union’s Board has satisfied itself that:

• The merged organisation would be committed to retaining an office in Rotherham, including a cash office.

• The “Laser” brand would not be abandoned, and would continue unless there were good, long term strategic reasons for the merged organisation to re-brand itself.

• The jobs and salaries of staff would be legally protected for a year. The Boards of both Laser and Sheffield Credit Unions envisage that the merged organisation would increase staff development and career opportunities for all staff. Staff would not normally be required to work in different locations, nor in significantly different roles without consultation and agreement.

• The merged organisation would inherit the commitment/aspirations of both Laser and Sheffield Credit Unions to help and support people in the greatest need. There would be no intention to detrimentally change the range of, and accessibility to, the loans and savings products that are currently available to the people of Rotherham.

• The merged organisation would be keen to build on the existing good relationships with local authorities and with partners in the voluntary, not-for-profit and charity sectors.

The Process

There are several stages to the process of Laser Credit Union members agreeing to a merger:

• A Special General Meeting of Laser Credit Union being held on Wednesday 17th January at 2.00 p.m. in The Garden House, Clifton Park Museum at which members will be asked to agree to the proposal described in the agenda paper. The meeting must be quorate, that is there must be at least 15 members present, although it is hoped and expected that many more will attend and vote. The Board will present its arguments in favour of a merger. There will be plenty of opportunity at the meeting for explanations, discussion and questions. The merger will be approved if 2/3 of those present vote in favour of the proposal.

• If the proposal is approved the Board of Sheffield Credit Union must then formalise its agreement to the merger.

• There is then a second Special General Meeting of Laser Credit Union, held between 14 and 28 days after the first Special General Meeting to confirm the decision to merge. Again this
meeting must be quorate, but this time proposal is passed if 50% of those present vote in favour.

It is estimated that, if members approve the merger, it would take between 6 – 9 months to complete the legal and practical steps needed to fully bring the two credit unions together. In that
time the two credit unions would continue to operate as they do currently.  There are no plans to close the Laser office in Rotherham.

What is the Board asking members to do?

This is an important meeting to decide the future of Laser Credit Union. The Board and staff, after considerable thought and investigation, believe that the proposal offers the most realistic way to
secure a long-term future for a community-focussed credit union in Rotherham. But you, the members, are the people who will make the choice about the future direction.

Please come to the meeting on Wednesday 17th January at 2.00 pm in The Garden House, Clifton Park Museum to have your say and use your vote.

If you have any questions before the meeting please contact: Karen O’Reilly, Manager, at: karen.oreilly@lasercu.org.uk

Alan Teale
Chairman, on behalf of the Board of Directors of Laser Credit Union