10% Virgin Money shareholder backs Nationwide member vote, while government and parliament turn a blind eye to the concerns of building society members



Swindon, UK – The campaign to “Give Nationwide Members a Say on the purchase of Virgin Money” has received support from an unexpected quarter: the largest independent shareholder of Virgin Money. Separately, the House of Lords avoided calls to tighten the law regarding a member vote, while HM Treasury has refused to act, recommending that campaign supporters raise complaints with the society and the Financial Ombudsman Service.

A busy 72 hours for the campaign: 
  1. Allan Gray, the largest independent Virgin Money shareholder states that giving members a vote on the proposed deal would have been a “much better path”, 
  2. Members of the House of Lords refuse to debate a “well intentioned” amendment to tighten the law in favour a vote, instead caving to industry lobbying 
  3. HM Treasury deems the proposed acquisitions as “commercial matters”, refusing to act and instead recommends members complain to the society and FOS.  

Allan Gray back a member vote

An article published in yesterday’s Mail on Sunday[1] quoted Simon Mawhinney, the MD and CIO of Allan Gray, an Australian fund manager and holder of over 10% the voting shares of Virgin Money.  

“Giving them [members] a vote on this transaction would have been a much better path forward from a governance perspective”

Simon Mawhinney, Managing Director and Chief Investment Officer, Allan Gray

Mawhinney went on to say: “’But that aside, I suspect their disappointment pales in comparison to ours.” Concerned about the poor value the deal represents, Mawhinney did not comment on whether Allan Gray would vote for or against the deal ahead of the shareholder meeting on 22 May 2024. If other shareholders are similarly disillusioned, it is possible that the proposed takeover doesn’t receive 75% of votes necessary to support the deal at the current offer price. Blackrock and Vanguard are believed to be the next two largest shareholders, combined they  own ~12% of the stock.

Lords disregard members and side with building society lobbying instead

Members of the House of Lords on Friday [2] begged their peers to avoid “well-intentioned” changes to a private members’ bill seeking to amend the Building Societies Act. The campaign had proposed changes to Section 92A to tighten the law on acquisitions so that societies board’s cannot easily circumvent it and deny members a vote when making significant acquisitions.

Lady Kramer, Lady Vere and Lord Kennedy, the bill’s sponsor in the Lords, all implored their peers to not propose any amendments to the bill lest the bill run out of time and deny the Building Societies Association an easy win that it has been lobbying for years. 

“The industry supports it, the government supports it – we all support it. We now need to get it through the House with the minimum of fuss.” 

Lord Kennedy, Opposition Chief Whip, May 10th 2024, House of Lords

Yet Lord Kennedy made no mention of the support of customers, nor was it clear who, if anyone, in the Lords was representing building society members, who are the owners of their respective societies.

HMT refuses to use its powers, deems dispute a “commercial matter”, members should complain to society and ombudsman

Through supporters’ correspondence with Members of Parliament and HM Treasury, it is clear that HMT has certain powers to act.  However, responding to campaign calls to intervene in Nationwide’s proposed acquisition of Virgin Money due to the law supporting a member vote being circumvented by the society’s board, HM Treasury wrote [3] that “acquisitions are commercial decisions for banks and building societies, and it would be inappropriate for the Government to comment.” HMT instead advised members to: 

“… contact Nationwide’s customer complaints department to express your dissatisfaction… If you are unhappy with Nationwide’s final response, then you may be able to make a complaint to the Financial Ombudsman Service.”

HM Treasury, 10 May 2024

Campaign response

Mikael Armstrong, leader of the campaign to “Give Nationwide Members a Say on the purchase of Virgin Money” [4] with over 5,000 supporters, commented:

“It appears the government and parliament has turned its back on 26 million building society members, ignoring their pleas for action. 

“What does this say about the state of corporate governance and democracy in the UK when the very institutions that are supposed to support the people are turning a blind eye to these once-in-a-generation transactions, denying 19 million members a vote across the proposed takeovers of Virgin Money by Nationwide, and Co-op Bank by Coventry building society?

“This is against the backdrop of the leader of the largest independent shareholder in Virgin Money, Allan Gray – owning 10% of the stock and set to receive £290 million – going on the record ahead of a Virgin Money shareholder vote, stating that it’s a bad deal and a bad process – and that it would have been better for Nationwide to hold a member vote.

“What will it take for the government, parliament or Nationwide’s board to reach the same conclusion?

“Instead of supporting members, parliament wishes to amend the law to allow building societies to take greater risk, becoming less reliant on members’ deposits and more reliant on wholesale funding.  This was what led to the downfall of Northern Rock, now part of Virgin Money, which Nationwide wants to buy.

“And to add parliamentary insult to members’ injury – parliament is seeking to include electronic voting as an amendment, an option that has been available to most building society members for many years.

“What is the point in adding electronic voting to the law when members’ don’t get to vote on matters of the greatest importance to the future of their respective societies?

It is akin to enabling electronic voting for the House of Lords – while remaining an unelected chamber that is out of touch with the very people it is supposed to represent.



  1. This Is Money / Mail on Sunday article 11 May 2024 https://www.thisismoney.co.uk/money/markets/article-13406905/Virgin-Moneys-biggest-independent-investor-disappointed-board-agreeing-takeover-Nationwide.html 
  2. Hansard, House of Lords, Building Societies Act 1986 (Amendment) Bill; Volume 838: debated on Friday 10 May 2024
  3. Complain to Nationwide and the Financial Ombudsman Service
  4. Campaign petition with over 5,000 signatories https://www.change.org/p/give-nationwide-members-a-say-on-the-purchase-of-virgin-money   

Contact the campaign to “Give Nationwide Members a Say on the purchase of Virgin Money” by email at: NWVMvote@gmail.com

Learn more about the campaign via the website at: https://nationwide-virgin-money-member-vote.org.uk/about/

10% Virgin Money shareholder backs Nationwide member vote, while government and parliament turn a blind eye to the concerns of building society members

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