Q1: What is a transfer by share sale? Some PDA members employed by LloydsPharmacy are being informed that their pharmacy is being divested as part of a share sale. We are aware that LloydsPharmacy intends to carry out these divestments in a 2-stage process: firstly the branch, or branches, will be transferred into a newly created company termed a ‘New Co’ which is wholly owned by Hallo Healthcare. The second stage of the process is where Hallo Healthcare will sell the ‘New Co’ to a purchaser by way of a share sale. Therefore, employees remain employed by the ‘New Co’, but the ‘New Co’ becomes owned by a different business.
Impacted employees have been given two dates to work towards as part of this process. First is the date they will transfer to the ‘New Co’ and then a completion date which is when the new owners will take over the pharmacy.
Q2: Why are LloydsPharmacy selling my branch through a share sale of a ‘New Co’? It is unclear why this method has been chosen by LloydsPharmacy. A traditional sale of an asset like a pharmacy or group of pharmacies would normally come under TUPE legislation which stands for Transfer of Undertakings (Protection of Employment). A ‘TUPE transfer’ happens when an organisation, or part of it, is transferred from one employer to another. TUPE regulations protect employee rights when transferring to a new employer.
TUPE would not ordinarily apply to a share sale on the basis that there is no transfer of a business from one party to another; the business remains housed in the original ‘New Co’ entity, but the owner of that entity has changed.
In a share sale divestment employees will continue to be employed on their original terms. Employees do not have special rights protecting their contractual terms or from being dismissed because of, or in connection with, the transfer. They will still have ‘normal’ protection against changes including the right to pursue claims for unfair dismissal, deduction from wages or breach of contract.
Q3: What does this mean for me? This will depend on the approach taken by the new owner. Members will be able to seek advice from the PDA legal team about their employment rights if their terms and conditions are going to be adversely impacted. TUPE legislation is complex and fact specific, so we are unable to provide more detailed advice until a ‘New Co’ has been sold and the new owners decide what, if any, changes are going to be made.
Q4: What should I do when informed I am part of a share sale divestment programme? Please contact the PDA service centre and provide the following information to your allocated case manager.
- The name of the ‘New Co’
- Date of move to the ‘New Co’
- Details of which branch, or branches (if known), are being transferred to that ‘New Co’
- Name of the new owner (when known) to whom the ‘New Co’ is sold by way of share sale.
- Date of the share sale.
How members can get involved
Members are telling the PDA that this is an uncertain time for many staff employed at LloydsPharmacy. Some pharmacists already know that they will be leaving the employer in the coming months and others expect that they too will be transitioned in some way soon. The PDA Reps Network in LloydsPharmacy has also been affected, with several of the network being moved to other areas of the business or leaving the employer due to closures and divestments. As a result, there are several vacancies on the PDA Reps Network at a time when pharmacists working in LloydsPharmacy need support and representation more than ever.
The PDA Reps Network in LloydsPharmacy calls on all members, employed by LloydsPharmacy to consider stepping forward to become a PDA Representative. The PDA provides training and 1-2-1 mentorship to ensure that all reps are well-equipped to support members and have the knowledge and skills needed. Reps in a recognised workplace will also be provided facilities time during working hours to undertake reps duties.
Those that are interested in being a representative in the PDA Reps Network in LloydsPharmacy are encouraged to email lloyds@pda-union.org
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