Broadmarsh: The Never-Ending Story

We all thought the acquisition of Broadmarsh by the owners of the Victoria Centre was all over…well, it ain’t now.
Yes, Capital Shopping Centres secured agreement to buy the centre off former owners Westfield and the Post office Pension Fund.
But here we are a couple of months on and the Office of Fair Trading has decided to train its microscope on the deal.
I understand it was the OFT’s own decision to do so, a result of its routine monitoring of all large-scale merger and acquisition activity in the UK. It was not responding to a complaint.
There are four possible outcomes – it decides the deal doesn’t qualify for a detailed investigation under the terms of the Enterprise Act; it can conclude the deal raises no competition issues; it can decide it DOES raise competition issues and refer it to the Competition Commission; or it can ask CSC if there is anything it can do/sell to remove any potential competition issues.
The OFT has launched this initial investigation because it thinks it is worth investigating whether one developer owning both major shopping centres in the same city reduces competition for shoppers/retailers.
Where does this leave the Broadmarsh/Victoria Centre redevelopments? Well, treading water perhaps momentarily.
This initial OFT investigation takes roughly 40 days, though any comments about it from interested parties have got to be with them by 24 January.
Who are the interested parties? The ones the OFT will listen to most are shoppers and retailers because it is their ability to enjoy competition and choice that it believes could potentially be lessened by Broadmarsh and the Victoria Centre being owned by the same company.
To cut to the chase, the big issues are whether shoppers will have enough choice if the same landlord owns two destinations, or whether CSC would be able to dictate rental levels and who goes where to retailers because it calls the shots.
Will the investigation lead to anything? Doubtful – with shop chains struggling again the lack of choice comes from a weak economy and the web not market domination. Similarly, there are two sides to the rental landscape: yes, they’ll all have to deal with one landlord now, but don’t assume they would have been less than ruthless themselves if the opportunity to play one developer off against another were still around.
In any case, regulatory interference in development in a depressed retail market would go down like a lead balloon.
The OFT may simply be doing its duty here and making sure people know it didn’t ignore the domination of a city by a single developer.
I’ll conclude this latest instalment of the Broadmarsh Saga with the comment on the OFT probe from Nottingham City Council, which clearly wishes someone, somewhere would just stick a spade in the ground: “It is unfortunate that this referral has been made because although we don't expect it to be successful, it will undoubtedly add delay to our talks over the future development of the south end of the city. We had started constructive discussions with Capital Shopping Centres over their future plans for the Broadmarsh shopping centre and we will continue to negotiate with them irrespective of this development."
So may be this is just a final hiccup. But don’t hold your breath...

Broadmarsh battle isn't over yet

The Broadmarsh story isn’t over yet. There is one final twist in this tale which relates to the 25% shareholding in the long lease on the centre which Westfield didn’t own.
To recap, Westfield agreed to sell its controlling stake in the operation of the centre to Capital Shopping Centres, the owner of the Victoria Centre.
It was, if you like, a ‘knockout’ deal, one intended to overcome the commercial roadblock caused by both Westfield and CSC wanting to redevelop their centres at the same time.
It is thought – though not confirmed - that the prime movers in this deal were John Whittaker, the Lancashire billionaire whose property business, Peel Holdings, has the controlling stake in CSC, and Stephen Lowy, whose family empire owns Westfield.
You’d have thought that the minority shareholder in Broadmarsh would simply have to accept that the senior partner had done a game-changing deal.
But that’s not necessarily the case.
The 25% shareholder is the Royal Mail Pension Fund. And the terms of its shareholding are that it has pre-emption rights – in other words, it can table a counter offer for the 75% that Westfield has agreed in principle to sell to CSC.
In theory, it has 60 days in which to table a bid.
In practice, it will probably have to make up its mind within the next few days. That’s because CSC has also made an offer to buy its 25%.
We don’t know the terms of that offer, but it will almost certainly contain an ultimatum that unless it is taken up the offer will be withdrawn in less than the 60 days allowed to exercise the pre-emption right.
In other words, it’s an attempt to spike the guns of a counter-bid before anyone has the time to put one together.
This may seem uncompromising stuff, but that’s the way big corporates operate when the value of their business is at risk. No one on the stock exchange would bat an eyelid.
Nevertheless, there is emerging evidence that CSC is going to have to be mindful of the impact this deal has on the reception it gets in Nottingham.
There is considerable political disquiet at the way the sale deal was done – no one in Nottingham knew about it, and the first public confirmation was on the Sydney and London stock exchanges.
Phone calls to all the concerned parties were made last Wednesday evening, but by then the die had been cast.
Standard corporate practice though it was, this did not go down well in the city.
It is against that background that CSC may decide that it wants to go ahead with the expansion of the Victoria Centre and ditch the redevelopment of Broadmarsh.
It needs Nottingham City Council onside to do this. Yet the Victoria Centre was probably not their favoured scheme.
While the Broadmarsh design offered an open environment which cleaned up an eyesore right next to the site of the new transport hub, Victoria Centre’s plan envisages a large-scale – and architecturally dull – extension of an existing sealed mall. It’s making a big box bigger.
Worse in the eyes of city planners, it threatens a potentially significant increase in car-borne visitors in the home of what is arguably one of the best public transport systems in Britain.
Finally, sealed malls are all about keeping trade to yourself. Where would that leave the rest of the city centre around Nottingham’s iconic Market Square?
It is this spectre that is now occupying the minds of the city’s political leadership in a very big way. They see a fundamental part of Nottingham’s future apparently being determined not by elected politicians but by corporate Britain. Whether you think it’s fair or not, corporate Britain doesn’t have a great name right now.
Capital Shopping Centres may well succeed in knocking out potential commercial opposition.
That won’t necessarily translate into support from Nottingham.
One way or another, there will still have to be a plan for Broadmarsh.