Hamashbir’s Loyalty Clubs: Where The Value Sits And Who Can Access It
Hamashbir 365’s club layer remains the cleanest profit engine in the group, but the merger of the financial-club entity into the retail subsidiary and the March 2026 database-use amendment show that the value is still split between the parent company and the operating company. That helps the stores, but it makes shareholder value capture less clean than the segment note alone suggests.
The main article argued that the loyalty-club layer is the cleanest profit engine in the group, while the department-store network carries most of the inventory, lease, and execution burden. This follow-up isolates one narrower question: if the clubs really do create surplus value, where does that value sit after the 2025 merger and the March 2026 database amendment, and who gets the first economic claim on it.
That matters because the segment view looks simpler than the real structure. In 2025 the clubs-and-holdings segment generated NIS 45.2 million of revenue and NIS 10.0 million of segment profit before management fees and adjustments. Department stores generated NIS 888.6 million of revenue and NIS 47.9 million of segment profit. In other words, a shekel of club revenue is producing far more profit than a shekel of retail revenue. But this profit does not sit in one pocket: some of it remains in the parent company through membership fees and the data asset, some of it moved into the retail subsidiary through the credit-card activity, and some of it still travels through intercompany agreements even after the merger.
Where The Engine Really Sits
The first number to hold in mind is the quality gap between the two engines. In 2025 the clubs segment produced an operating margin of about 22.2%, versus only about 5.4% for the department stores. That is the core point. Even after a modest decline versus 2024, the clubs remained a far better profit layer than the retail operation itself.
Inside the segment, though, the mix changed in an important way. Club 365 membership-fee revenue fell to NIS 17.0 million from NIS 19.0 million, even though the number of member households rose to about 460,000 from about 440,000. At the same time, credit-card revenue rose to NIS 25.5 million from NIS 23.9 million, even though the number of Cal365vip cardholders declined to about 165,000 from about 171,000. So the value created by the clubs in 2025 leaned less on selling membership and more on the credit-card economics around the program.
That is important for the value-capture question as well. A reader focused only on member count could assume the key asset is simply a broad fee-paying base and a large marketing database. A reader who looks at the revenue mix sees something more specific: the money is already leaning more heavily on the credit-card layer, which is exactly where the legal structure changed in late 2025.
The implication is straightforward. The club business is very small relative to the retail top line, but already large enough to change the quality of the group’s earnings. The cleanest engine is easy to locate. What is less obvious at first glance is how that value actually moves between the parent, the retail subsidiary, and the internal agreements tying them together.
The Merger Simplified One Layer, Not The Whole Structure
In June 2025 Hamashbir’s retail subsidiary and the financial-club entity signed a merger agreement, and on December 24, 2025 the merger was completed. The financial-club company ceased to exist as a separate legal entity, and all of its assets, rights, and liabilities were transferred to Hamashbir’s retail subsidiary on an as-is basis. In the same process, the Cal agreement was effectively transferred so the retail subsidiary stepped into the shoes of the former financial-club entity.
That is not just corporate housekeeping. Economically, it means the Cal365vip engine stopped being a dedicated club subsidiary that could send value upward from a distinct pocket, and became part of the retail operating company itself. The first direct beneficiary of that change is not necessarily the parent company. It is first the retail subsidiary, the same layer that carries the stores, the leases, and the operating friction.
But the structure was not fully collapsed into the retail company. The parent company still remains entitled to collect Club 365 membership fees, it still manages the data accumulated on club customers through its own database, and it is only examining the possibility of transferring that database to the retail subsidiary. So at the reporting date, the group had not yet completed a full migration of the club asset base into the operating company.
By March 2026 there was already direct evidence of that. The parent company and the retail subsidiary signed an amendment under which the retail subsidiary will pay the parent NIS 1 million per year for access to and use of the parent company’s customer database. That is a critical clue: March 2026 did not mark a full transfer of the data asset. It priced internal access to it instead. The value was not centralized in one place. It was given an internal toll.
| Value layer | Where it sits after 2025 | What that means |
|---|---|---|
| Club 365 membership fees | Parent company | The parent retains the fee stream |
| Club 365 database | Parent company, with a possible future transfer under review | The data asset is still separate from the retail operator |
| Cal365vip venture and Cal agreement | Retail subsidiary after the merger | The credit-card economics now sit inside the operating company |
| Assets, rights, and liabilities of the former financial-club entity | Transferred to the retail subsidiary on an as-is basis | The value moved down together with the obligations, not by itself |
This is why the merger matters, but is still not a clean simplification. It strengthens the retail subsidiary because it pulls the credit-card engine inward. At the same time, it does not remove the split between operating value, data value, and parent-level fee streams.
The 2025 Value Plumbing Was Not Clean Either
Even before the merger, the club layer was not operating as a simple standalone cash box. By 2025 there was already a fairly dense set of internal transfers:
| Internal flow in 2025 | Amount | What it says |
|---|---|---|
| Financial-club entity to parent: dividend | NIS 4.0 million | Before the merger, the parent had a clearer direct upstream route for part of the value |
| Financial-club entity to parent: management and database-use fees | About NIS 2.12 million | The parent monetized both management and the data asset |
| Financial-club entity to retail subsidiary: accounting, legal, and Cash-Back IT services | NIS 0.45 million | Even before the merger, the credit-card engine was operationally dependent on the retail subsidiary |
| Parent to retail subsidiary: outsourced club and database management | NIS 1.8 million | Club 365 itself was already being run through the retail platform |
So even before the entity was merged, the value was already circulating through several pockets. The merger did not invent complexity from scratch. It changed the route: less through a separate financial-club subsidiary and more through Hamashbir’s retail operator itself.
The most important shift is that the old dividend valve from the financial-club entity to the parent disappears with the merger. That does not mean shareholders lose the value. It does mean the value now looks less like a standalone profit stream that can move upward cleanly, and more like a profit layer that first remains inside the retail operating company while the parent preserves the membership-fee stream and the data asset.
Who Gets The Value, And When
The short answer is that the value is real, but access to it differs by layer.
At the consolidated group level, shareholders still benefit from the club platform because both the parent and the retail subsidiary remain fully owned within the group. In accounting terms, the value is still theirs.
At the retail operating-company level, Hamashbir’s retail subsidiary is now the first beneficiary of the structural shift. The Cal venture, all of the former financial-club entity’s rights and liabilities, and the tighter link between the credit-card program and the selling floor all moved into it. If management wants the clubs to reinforce store economics directly, the merger pushes in exactly that direction.
At the parent-company level, the value has not disappeared either. Club 365 membership fees remain there, the database remains there at the reporting date, and from March 2026 the retail subsidiary pays an explicit NIS 1 million annual fee for access to that database. So anyone looking for parent-level value capture can still see a meaningful part of the asset base held there.
That is why the conclusion is not one-sided. The merger improved the odds that club profitability will support the retail operating company more directly, but it still did not create a structure in which all of the value sits in one place and is measured through one obvious cash box. What exists now is a hybrid model: the credit-card economics inside the retail subsidiary, the membership-fee and data layer in the parent, and internal pricing linking the two.
From a shareholder perspective, two things can therefore be true at the same time:
- The loyalty clubs remain Hamashbir’s best-quality value engine.
- That value engine has still not been translated into a fully simple and transparent value-capture structure.
That is exactly why the segment note alone is not enough. When a reader sees NIS 10 million of segment profit in the clubs, the instinct is to treat it as a clean standalone pool of value. In practice, part of that value is now absorbed into the operating company, part of it is charged through internal usage and management arrangements, and part of it still sits at the parent through the database and membership-fee stream.
Conclusion
The 2025 merger did not erase the value of Hamashbir’s club platform. It changed the first point of access to it. Before the merger, the group had a separate financial-club layer that could distribute dividends and pay management fees to the parent. After the merger, the credit-card engine moved inside the retail subsidiary, meaning the body most in need of that value is now the first body to receive it.
At the same time, the parent did not give up the whole asset. It kept the Club 365 membership-fee stream, kept the database at the reporting date, and turned database access into an explicit annual fee in March 2026. So the answer to who benefits is not one-dimensional. Hamashbir’s retail subsidiary benefits first operationally, while the parent still retains part of the economic plumbing.
The 2026 test is therefore simpler than the structure itself: will the club layer start strengthening the retail subsidiary without obscuring where the value comes from, or will the group remain with a very good engine scattered across too many entities and too many internal agreements. As long as the database has not actually been transferred and the membership-fee stream still sits in the parent, the correct reading is that the value is real, but its capture is still partial and split.
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