For some time now, we’ve been navigating a very challenging trading environment.

Our operating loss (subject to audit) currently sits in excess of £20m.

Our profit has been in decline over the past three years. The malicious cyber-attack on the Co-op Group last year had a significant impact on both societies. Following the attack, Southern Co-op’s trading performance has declined further.

In our 2024 financial year (ending 26th January 2025), Southern Co-op made losses before taxation of £4.5m on sales of £543.9m. This compared to a loss of £2.6m on sales of £545.8m in the previous year.

The Board and Leadership Team have been working to stabilise the business over the last few months, but unfortunately, it’s not been enough to rectify our financial position.

As a result, and to avoid an outcome that would have a far more negative impact on colleague job security and our organisational structure the Board is proposing to join forces with Co-op Group.

And as our priority is to protect, sustain and redeploy as many colleagues, suppliers and creditors as possible, the proposal offers the most effective way to achieve this.
The Board believes that joining forces will help unlock exciting opportunities for both businesses and their members.

The Co-op Group shares our values and our commitment to democratic membership, ethical sourcing and fair reward, as well as our dedication to supporting local communities. Both organisations also have a proven history of successful co-operation through the Federal Retail Trading Society (FRTS) buying and supply group. Together, we can provide new and strengthened opportunities for members, customers, colleagues and suppliers. The Board is confident that Co-op Group is the only organisation which has both the shared values and financial strength to secure a positive co-operative future for Southern Co-op, and this is the right thing for both societies’ members.

If approved, you will become an individual member of Co-op Group — one of the world’s largest consumer co-operatives, owned by over 7 million member-owners. You will still be able to exercise the unique democratic rights of being a member and owner of a co-operative, including through the ability to vote, stand for election, and shape products and policy. .

Retail is a highly competitive market place and there is no evidence to suggest that Co-op Group has undertaken aggressive acquisition in our operating area over and above any other competitor.

Co-op Group intends to keep as many stores and funeral homes open as possible within combined co-operative ownership. If the transaction is approved, we will need to discuss the transaction with the Competition and Markets Authority (CMA) to confirm whether they have any concerns about any reduction of competition in any of the communities where both societies have stores. No decisions will be taken regarding stores until we have progressed that discussion with the CMA.

Co-op isn’t one single nationwide company, it’s a network of independent co-operative societies that share similar values. Portsea Island Society was founded in 1873 and then grew through a series of regional amalgamations eventually becoming a standalone society (Southern Co-operative) in 1969.

We don’t have visibility of overlapping membership between Southern Co-op and Co-op Group.

If the proposal is approved, Southern Co-op will transfer into a holding company ‘Siena Co-operative ltd’. A transition plan will then begin to move the holding company into Co-op Group operations but at this stage, we do not have details on what this will mean for roles at our Head Office.

If the proposal is approved, Southern Co-op will transfer into a holding company ‘Siena Co-operative ltd’. A transition plan will then begin to move the holding company into Co-op Group operations but at this stage, we do not have details on what this will look like including product ranges and supply chains.

Your membership benefits will be maintained for such time as the Transfer of Engagements and then we will look to merge our member packages together. As part of the transfer into Siena Co-operative Limited, we don’t envisage any changes to our operational model or the benefits you currently receive.

Given the scale of support required and the speed at which we needed to act, Co-op Group — as one of the world’s largest consumer co-operatives, with over 2,300 food stores, 800 funeral homes, and annual revenues of over £11 billion — was uniquely placed to provide the financial backing and co-operative commitment we needed. We considered all credible alternatives within the co-operative movement.

The Board is confident that no other organisation would have been able to offer the right combination of alignment of values and financial stability for Southern Co-op and its members, nor would any other organisation have been able to deliver a transaction which protected our business, colleagues and members within the timescales required to assure our lenders.

As part of transfer into Siena Co-operative Limited, there will be no changes to operations over and above what would happen under normal business operations.

The full name of the entity is Siena Co-operative Limited. The name itself has no wider meaning or connection. It does not relate to ownership, geography, or any previous organisation, and there is no link to any external business or entity.
It is purely an administrative name chosen to support the transfer process at the time.

Co-op Group have confirmed that they are keen to retain as many stores and funeral homes as possible within our combined co-operative ownership. At this stage, we do not have any further details as this will form part of a transition plan should the proposal go ahead.

If the proposals are approved, the two businesses are expected to continue to be run independently for a period of time. During this period members of each society will continue to receive the distinct member benefits currently offered by the two societies. There is therefore no direct change for members for the time being. Over time we intend to bring the two membership propositions together to create a stronger combined offer for members.

If the proposal is approved, the Transfer of Engagements moves us into subsidiary company, ‘Siena Co-operative Limited’. We don’t expect there to be any changes to operations as a result of this transfer. We will then work with Co-op Group to transition Siena into Co-op Group but at this stage, we have no further detail on what that looks like.

If the proposal is approved, the Transfer of Engagements moves us into subsidiary company, ‘Siena Co-operative Limited’. We don’t expect there to be any changes to operations as a result of this transfer. We will then work with Co-op Group to transition Siena into Co-op Group but at this stage, we have no further detail on what that looks like.

This will be dictated by the Competitions and Market Authority (CMA) post transition to Siena Co-operative Limited. Any other closures in the interim period will be related to ongoing commercial reviews that would take place in any case.

As a member owned, democratically run society, members have a say in how we’re run. As this proposal involves changes to our operations, eligible Southern Co-op members are being asked to vote.
The transfer into a subsidiary is to allow a regulator (the Competition and Markets Authority) to review the transaction, not for any other reason.

At this stage, we don’t have exact details about product ranges in individual stores should the proposal go ahead.

At this stage, no decisions have been made about provision of services.

Co-op Group’s 2025 financial results were atypical, with profitability significantly impacted by a malicious criminal cyber-attack. The Group has taken significant steps to recovery following the attack, with market share returning to or surpassing pre-attack levels across all business areas. Kate Allum recently took on the role of interim CEO, with a strong focus on strengthening the performance of the Food business.

Shirine Khoury-Haq made the decision to step down as CEO earlier this year, and this was not connected to financial performance or media reports. Whilst Co-op Group does not believe the media reporting regarding culture represent the views of their broader leadership and colleagues, they acknowledge that the pace of change during the cyber-attack recovery was difficult for colleagues, and they continue to engage, listen and act on feedback from across the business.

There are no planned changes to ranges and prices if the proposal is approved and we move into the holding company, Siena Co-operative Limited. CRS and CWS merged in 2000 which then became Co-op Group

As per our Rules, the first meeting is intended for members to pass a special resolution to approve the transfer of engagements (which requires a 2/3 majority of those eligible members who vote to pass)
The second meeting is a confirmatory meeting to ratify the decision as required by section 111 of the Co-operative and Community Benefit Societies Act 2014 (2014 Act) (which requires a majority of over half of those eligible members who vote to pass).

The transfer of engagements is a statutory process and the requirement for two SGMs and for the voting majorities specified above comes from the 2014 Act.

We do not expect there to be any changes to operations as part of the move into Siena Co-operatives Limited. At this stage, we do not have any detail beyond that point.

The merger is still subject to approval by Southern Co-op members and regulatory approvals. Following this there would be a period of integration, during which it will be communicated how and when members can access benefits across the wider society.

The Co-op Group engage with all political parties and has a long held affiliation with the co-operative party of which it is a founding member. The decision whether to contribute financially to the co-operative party is a decision for members which is put to vote every year at its AGM. If Southern members approve the transfer and become members of Co-op Group they would be able to vote in respect of this motion alongside all other members.

The purpose of this proposed merger is to support co-operation and to ensure the right stores and funeral homes are in place to support the current and future needs of all members.  Subject to successful Southern Co-op member vote the transaction is subject to regulatory approvals including the Competition and Markets Authority (CMA), and at this point we aren’t in a position to comment on what the outcome of their review may conclude.

2025 accounts will be prepared for the Southern Co-op Group and filed with the FCA by the filing deadline which is 25 August 2026. If the merger goes ahead, then 2026 results of Southern Co-op will be consolidated into the results of the Co-op Group.

Under the rules of the Transfer of Engagement, all assets will transfer initially to Siena Co-operative Limited entity, a subsidiary of the Co-op Group. There are already a number of Post Office’s within the Group’s estate.

The merger is still subject to approval by Southern Co-op members and regulatory approvals. Following this there would be a period of integration and any decisions regarding souring will be made at this point. That said, Co-op Group has a long standing commitment to supporting local suppliers.

Please refer to members website and the SGM video which contain financial information. The formal accounts will become available once the audit completes later in the summer.

The purpose of this proposed merger is to support co-operation and to ensure the right stores and funeral homes are in place to support the current and future needs of all members. Subject to successful Southern Co-op member vote the transaction is subject to regulatory approvals including the Competition and Markets Authority (CMA), and at this point we aren’t in a position to comment on what the outcome of their review may conclude.

When deciding on the best option, the directors of Southern Co-op looked at what would the best option for the business as a whole, taking into account the interests of its members, employees, local communities, customers and suppliers. You can read more here: Letter-to-Southern-Co-op-Members-re-Merger-Proposal-22-4-2026.pdf

Your Southern membership card will continue to work for the foreseeable future as the two societies will continue to offer their respective member offers for some time. The merger is still subject to approval by Southern Co-op members and regulatory approvals. Following this there would be a period of integration, during which we will communicate how and when members can access benefits across the wider society.

Directors (both NEDS and Execs) will not be receiving /haven’t received any benefits as a result of the Transfer of Engagements. The Leadership Team do not have roles pre-agreed with tCG following the integration process. NED’s position on the Board is currently being reviewed and will be confirmed following the second vote
All questions received at the first SGM have been answered on our website.

If the proposal is approved, Southern Co-op will transfer into a holding company ‘Siena Co-operative Ltd’. A transition plan will then begin to move the holding company into Co-op Group operations but at this stage, we do not have details on what this will mean for roles at our Head Office.

We were not insured at the time of the TCG cyber attack. We are insured now.