THE AGEING DEMOGRAPHIC IS TRULY UPON US!

We all know that we are living longer. Recent news that women born in 2030 can expect to live to 90 if you are South Korean and 85 if you are born in the UK is potentially good news.  For men it is slightly shorter namely 84 if South Korean and 82 if born in the UK. 

The lead researcher behind the recent report has said that there may be no barrier to how long people can live. Indeed a book entitled “The 100 year life” written by Lynda Gratton and Andrew Scott says that potentially the age a person born now can expect to live to in the UK is 105.  Further, some commentators say that there is already alive on this planet somebody who will live to 150.

Clearly a longer life span is to be commended but there also needs to be a decent quality of life.  This is why funding in our long term care system needs to be addressed as does the quality of the service provided. In addressing the subject collateral issues include improved diet, appropriate resources and education.

If the news about longevity is correct and there is probably little doubt that it is, the issues concerning the funding crisis in long term care in this country should be of fundamental concern to everybody. This is because it is likely that every man and woman in their lifetime will be involved with the system either for themselves personally or on behalf of someone else. 

Solutions or at least part solutions have been described in previous blogs. Clearly more money is an important part of the solution.  Other things such as quality of care and delivery are also important.  That said these other things should not be used as an excuse to side step the real issue which is the need for substantially increased funding. As said before in earlier blogs a grown up cross party political discussion does need to be started which in turn needs to involve interested stakeholders and the public at large.  

Clearly there is a long way to go and a lot of media coverage before this issue is resolved.  The subject is a changing and moving target which no matter how difficult has to be resolved.

Despite all of the above it is still vital that the existing system is understood. It is the need to understand what the system can and cannot provide, combined with the need to be persistent and to get advice early that is key.


The above is an overview only.

Andrew Douglas
Partner

For a FREE appointment and to find out
answers to the questions that need answering 
also to get the care you or a loved one needs
email Andrew Douglas and his team
or simply call on 0800 072 8636.

Alternatively visit our website abdcare 

--------------------------

CHIPPENHAM BUSINESS AWARDS 2017

CELEBRATING BUSINESSES IN STYLE! GREAT GATSBY STYLE!

A fabulous evening “roaring 20’s” style was held in the Neeld Hall, Chippenham on Thursday 23 February 2017 courtesy of Chippenham BID (Chippenham Business Improvement District) with Awdry Bailey & Douglas Solicitors being the Main Sponsor.  The event was held in celebration of local businesses in and around the town. Over 150 guests attended. Antiques Journalist, Writer and broadcaster Marc Allum presented the Awards.

The evening started with a drinks reception and welcome speech from Matt Powell, Interim BID Manager followed by an address from ABD Commercial Solicitor Tom Paget, who is also a director of Chippenham BID. This was followed by a delicious 3 course dinner.

The Award presentation then took place and the winners in each category were as follows:
                                                 
Small Business of the Year
Active Potential Therapy Ltd

Start-up Business of the Year
Atlas Gyms 24/7

Young Entrepreneur of the Year
Jordan Gill, Atlas Gyms 24/7

Apprentice of the Year                                  
Alex Cowley, Avagio ITS Ltd

Business Services Provider of the Year                                                           Purpol Marketing and Alison Edgar, The Entrepreneur's Godmother

Chippenham Business of the Year        
Polydeck Resins Ltd

Creative Business of the Year
Digiprint Group

Customer Service Award 
24-7 Staffing

Environmental Business of the Year
Good Energy LTD

Independent Business of the Year
Brinkworth Dairy

Lifetime Achievement Award
Sandy Webb

The main award for Chippenham Business of the Year was presented by ABD Partner and Family Law Solicitor Alexander David. 

AWDRY BAILEY & DOUGLAS PRIZE DRAW

Tom Paget then took to the stage once more for the Awdry Bailey & Douglas Prize Draw with the following fantastic prizes;

1st prize - voucher of £100 towards a meal for two at The George and Dragon, Rowde
2nd prize - round of golf for four at Bowood Golf and Country Club
3rd prize - bottle of Laurent-Perrier Champagne and chocolates

Following the awards guests had the opportunity to take a spin at the casino, with all profits donated towards the fantastic Chippenham based charity Doorway, before carriages at 1.00am.

ABD would like to once again congratulate all of the finalists and in particular the winners of each category. The evening was truly a fabulous one, and thoroughly enjoyed by all who attended. 

ANNOUNCEMENT!

A fantastic £930 in total was raised for the event charity Doorway from donations and the casino!

For more information about Chippenham BID please visit  www.chippenhamconnected.com/

For more information about Doorway please visit  www.doorwayproject.org.uk/

PHOTOS

Want to see more? CLICK HERE  www.pinterest.com and take a look at our Pinterest page Chippenham Business Awards.

KRAFT HEINZ UNILEVER BID

The value of Marmite

On Friday 17th February 2017, anyone following the business news will almost certainly have been excited to hear of Kraft-Heinz staggering $143billion (£115billion) bid for Unilever. When the news was announced, shares in Unilever rocketed by 13%. 

Unilever, a multi national (British Dutch) consumer goods company, own such well known brands as: Marmite, Ben & Jerry’s, Knorr, Radox, Magnum and Hellmans. Kraft-Heinz own such brands as . . . well Kraft and Heinz. A Kraft-Heinz takeover of Unilever would clearly be historic and provide Kraft-Heinz not only with a larger share of their existing markets, but also the opportunity to diversify into some of the other markets in which Unilever has products. 

Unfortunately however, the bid made by Kraft-Heinz (which was 18% higher per share than Unilever’s closing share price the preceding day) was rejected by Unilever on Monday. Unilever has since released a statement to advise that Kraft-Heinz offer had "no merit, either financial or strategic". Many are now wondering what circumstances surround this and quite why the bid was made. Some speculate that Warren Buffet, who is a major shareholder in Kraft-Heinz, is simply a big fan of Marmite, and others that there is more to the offer than is readily apparent. Unfortunately, it seems we are unlikely to find out. 

Oliver Gray
Trainee Solicitor - Commercial

Oliver Gray - Trainee Solicitor
Commercial Department 

Oliver Gray is a Trainee Solicitor
who works in the Commercial
Department dealing with all areas
of commercial work including
contentious and
non contentious work.

He is based at the firms
Marlborough office.

WILL THE GOVERNMENTS PRE CHRISTMAS BOOST TO ADULT SOCIAL CARE FUNDING ACTUALLY HELP?

The pressures which exist in properly funding Adult Social Care given the ever increasing ageing population are hardly ever out of the news headlines. Most recently the Chancellor’s autumn statement and the lack of reference to this issue stimulated debate.  There then followed on the 15th December 2016 the Communities and Local Government Secretaries statement allegedly increasing funding for the sector.

As previously blogged the increased funding has two constituent parts, being:-

• The withholding and withdrawal from 2018 – 19 of the new homes bonus payable to local authorities as a reward for ambitious house building plans. This bonus when payable can presently be used by local authorities for spending how they would like. The intention is to scale back these payments and release the saved funds for adult social care.  The point is that this is not new money, it is instead existing money being switched from one budget, namely housing to another budget.

• The increasing in the social care council tax precept from 2% to 3% for the next two financial years. In addition councils can raise council tax by 1.99% without having to have a local referendum.

Secretary of State Sajid Javid estimated that the measures would make almost £900 million of additional funding available to adult social care over the next two years. The money is of course required now and if evenly applied (assuming the figures are correct) would give local authorities an extra £450 million for each of the next two years.

The facts that seem to presently apply are that 147 of the 151 councils will take up the new social care precept facility. Not all are considering raising the tax by 3%. It is understood that most will also increase council tax by 1.99%.  If this prediction comes to pass it is again estimated that this will raise £543 million. That said it is predicted that it will cost £600 million just to implement the increased minimum wage, with this increase having most impact in the lowly paid care sector.

The predicted facts clearly suggest that the increased funding boost is not entirely new money that the money will not be available immediately and much is already spent on anticipated wage rises in the care sector.

It is fairly safe to predict that the crisis and funding gap in social care will continue and will result in local government cuts in other services.  Solutions or at least part solutions have been described in previous blogs. Clearly the only solution is more money, but how is the question.  A grown up cross party political discussion does need to be started which in turn needs to involve interested stakeholders and the population generally.  We all have a natural interest in this subject given that we are all affected either directly as individuals or collaterally as individuals using the system for the benefit of others. 

Clearly there is a long way to go and a lot of media coverage before this issue is resolved, if ever!!

No matter the shambles it is still vital that the existing system is understood. It is the need to understand what the system can and cannot provide, combined with the need to be persistent and to get advice early that is key.

The above is an overview only.

Andrew Douglas
Partner

For a FREE appointment and to find out
answers to the questions that need answering 
also to get the care you or a loved one needs
email Andrew Douglas and his  team
or simply call on 0800 072 8636.

Alternatively visit our website abdcare 

--------------------------

BUSINESS RATES - WILL YOU BE AFFECTED BY THE UPCOMING ADJUSTMENT?

What are Business Rates

If you are a business owner, you should be familiar with the concept of business rates. For those that are not, business rates are effectively a tax levied on premises used for non-residential or commercial purposes and are predicated on the property’s ‘rateable value’ i.e. its open market rental value. 

If you are a business owner and would like to see your ‘rateable value’, this is something which is published online. The government has set up a facility by which you are able to obtain details as to the property’s ‘rateable value’ and provide you with an estimated business rates valuation. In this respect, please see the following link  www.gov.uk/correct-your-business-rates.

Proposed Adjustment

It has been well publicised of late that many business owners in England and Wales are becoming concerned by the Government’s recent proposals to adjust business rates. 

Generally business rates are adjusted every 5 years. However, due to a delay by the Government, the last time a business rates adjustment took place in England and Wales was 1st April 2010. Business rates are therefore set to be adjusted in April 2017 and, due to the delay, are significantly more noticeable than previous increases. 

The proposed adjustment to business rates has been met with widespread concern and criticism as many businesses are being subjected to significant increases. This is not a localised problem but appears likely to impact businesses across England and Wales. Many businesses have even reported that they may have to close due to an inability to meet the increased tax, with some business owners reporting an increase of up to 400%.

The Federation of Small Business has recently (“FSB”) warned in particular that London is in ‘serious danger of losing its vital support system of micro and small businesses’. The FSB has further elaborated to confirm that from April 2017 the average small business (with less than 10 employees) will have to pay £17,000.00 to cover business rates. 

A frequently cited concern in respect of the rising business rates is that online retailers are unlikely to see much change, if any, and will have a further distinct edge over high street shops. 

The Government’s Stance 

The Government has offered its comments to this matter and has accused the media and ratings agents of ‘scare-mongering’. It has also now been claimed that 600,000 small businesses across the country, as a result of the adjustment, will be paying no business rates at all. Additionally, the Government has claimed that £3.6bn has been introduced to support companies affected by the adjustment. 

It would appear that some businesses are indeed set to benefit from the upcoming adjustment, although those within this category seem to be only a fortunate few. 

If you own or are purchasing a commercial or non-domestic property in England or Wales, the business rates adjustment is likely to affect you and it is something which ABD strongly suggests that you investigate. 

If you would like to know more, please contact me.

Oliver Gray
Trainee Solicitor - Commercial

Oliver Gray - Trainee Solicitor
Commercial Department 

Oliver Gray is a Trainee Solicitor
who works in the Commercial
Department dealing with all areas
of commercial work including
contentious and
non contentious work.

He is based at the firms
Marlborough office.

THE TESCO BOOKER MERGER

Is it likely to be approved by the Competition and Markets Authority?

Dominating the business news in recent days has been the proposed £3.7 billion merger between grocery market titan Tesco and wholesale giant Booker Group.

One of the questions which people have begun asking of this proposed merger is whether or not it is likely to be approved by the Competition and Markets Authority ("CMA"). The CMA generally becomes involved in proposed transactions which are likely to impact competition within a particular market. For example, the CMA became involved in 2014 with the proposed $69.4 billion merger between Pfizer and AstraZeneca, although ultimately the downfall of this transaction was AstraZeneca’s rejection of the takeover bid in May 2014. 

The Competition and Markets Authority ultimately will be able to block the Tesco Booker merger where they have sufficient concern in relation to competition within the particular markets of the two businesses. The key concerns that have been raised in this respect are that although Tesco and Booker operate within two different markets (Supermarket and wholesale markets), there is a significant overlap in relation to competition and an uncomfortable amount of room for abuse. For example, Booker own Budgens, Londis and Premier, all of which operate in direct competition with Tesco stores and One Stop which is owned by Tesco. In addition, a significant part of the Booker Group revolves around wholesale. This includes wholesale to further businesses which may be in competition with Tesco, clearly a concern for those businesses should Tesco later choose to discontinue the wholesale element of Booker or to alter prices or stock. 

Statistics

In December 2016 statistics website ‘Statista’ reported Tesco’s share of the UK grocery market as 28.3%. For comparison, the next closest contender  is Sainsbury’s who were reported to have a 16.3% market share, closely followed by Asda with 15.3%. Premier, Londis and Budgens unfortunately are not represented specifically in the figure published by Statista but are likely to increase Tesco market share significantly. 

Tesco’s merger with Booker Group could provide a significant opportunity for diversification for Tesco, clearly a focus of theirs in recent years and evidenced by the advent of Tesco’s banking and telephone operations, their overseas expansion and 2016 purchase of Dobbies Garden Centres. As to whether we are likely to see this new merger proceed, we will simply have to wait and see. 

If you would like to know more, please contact me.

Oliver Gray - Trainee Solicitor
Commercial Department

Oliver Gray
Trainee Solicitor - Commercial

Oliver Gray is a Trainee Solicitor
who works in the Commercial
Department dealing with all areas
of commercial work including
contentious and
non contentious work.

He is based at the firms
Marlborough office.

DIRECTORS' BOARD MEETINGS: QUORUM QUESTIONS

What is a Quorum?

A quorum is a prescribed amount of people that must be present at a meeting in order for valid business to be transacted. The focus here is on meetings of directors. However, issues with quorum size can also arise, for example, in relation to meetings of shareholders. 

A meeting held with below the required amount of people present is described as being 'inquorate'.

What is the effect of an inquorate Board Meeting?

Where a Board Meeting does not have the required quorum, no valid business can be transacted thereat (subject to the exceptions discussed below). 

Examples of times where this may cause significant difficulties may for example include the need for a loan to the company to be approved by the directors at a Board Meeting, the approval of the issue or transfer of shares in the Company or the approval of a director's loan. 

How do I know what the quorum is for my company?

The quorum for a Board Meeting should be prescribed by the Company's Articles of Association. Many smaller companies will have been set up using 'Model Articles' (if incorporated after 2008) or "Table A Articles" (if incorporated between 1985 and 2008). 

Where unamended Model Articles or Table A Articles have been adopted, the quorum for a Board Meeting shall be two directors. This is often problematic for smaller companies who only have a sole director. How, in these circumstances, may that director transact any valid business or pass any board resolutions at his meetings? A common solution is to change the required quorum. 

How do I change the quorum for Board Meetings?

It is perfectly acceptable, under unamended Model Articles or Table A Articles, for a director to set the quorum for Board Meetings. This is something which should be recorded in writing and,
in the interests of prudence, it is often recommended that this is a matter recorded in Board Minutes. It is also acceptable under the Model Articles or Table A Articles for a Board Meeting
to be held which, even if only one director is present, will be considered quorate, provided that the business of the meeting is to appoint a further director. By this means it is possible to appoint further directors if so required.

Should it be necessary, there are also additional measures which may be adopted to change the quorum for Board Meetings. For example, where more in depth restructuring of the Company's Articles is required, the relevant Articles may be amended by a resolution of shareholders. This must be done by 'Special Resolution' and requires that 75% or more of the shareholders agree. Such invasive measures are generally not required however where the object is solely to amend the required quorum. This approach also produces some onerous filing obligations with Companies House. 

If you would like to know more, please contact me.

Oliver Gray - Trainee Solicitor 
Commercial Department

Oliver Gray is a Trainee Solicitor
who works in the Commercial
Department dealing with all areas
of commercial work including
contentious and
non contentious work.

He is based at the firms
Marlborough office.