Morph

[quote user="PurpleCanary"]Morph, of course it is right that someone could secretly buy 29 per cent of the shares in NCFC, but that would still only be a minority stake. Even if it got to 30 per cent, and an offer had to be made for the remaining 70 per cent, there is nothing to FORCE those holders of the 70 per cent to sell. There is no guarantee that the would-be purchaser of the company would find enough willing sellers to get to 50.5 per cent and so become owner.With respect you are slightly confused about your 29 per cents. If Smith and Jones sold 29 per cent of THEIR shares that would not equate to 29 per cent of ALL the shares, since they only own 61.2 per cent of the shares. This is a VERY VERY rough early-morning calculation, but Smith and Jones would have to sell well over half their shares to provide someone with 29 per cent of ALL the shares. And that would create the unlikely position of the company not having a majority shareholder.[/quote]Purple, I stand corrected. An early morning miscalculation. When I said 29% I had intended to indicate that Delia and MWJ could sell 29% of the total shares in NCFC from their own holding.The point about the 30% total holding that anyone acquires is that it would require the mandatory formal offer to be made. As you correctly point out the buyer(s) would still not be guaranteed to get over the 50% needed to have a majority shareholding. However, Delia and MWJ could sell all their own holdings to said buyer and the majority shareholding would be achieved.

Purple, the information from the City rule talks about when a mandatory offer would have to be made to shareholders. You are correct that it would not be a takeover, but if somebody or a group of bodies acquired a 30% shareholding the City rule would kick in and they would have to make a formal offer to shareholders.As a number have alluded to, if Delia and MWJ choose to sell 29% of the shareholding there is no reason for the rest of the shareholders to be told. That would allow another body or bodies to become part of the shareholders without the City rule on mandatory offers coming into effect.

The City Code on takeovers and the guidelines and rules followed by the Takeovers and Mergers panel can be seen at:http://www.thetakeoverpanel.org.uk/new/codesars/DATA/code.pdfOne immediate thing that pops out from the document on when announcements need to be made is the following:(f) when a purchaser is being sought for an interest, or interests, in shares carrying in aggregate 30% or more of the voting rights of a company or when the board of a company is seeking one or more potential offerors, and: (i) the company is the subject of rumour and speculation or there is an untoward movement in its share price; or (ii) the number of potential purchasers or offerors approached is about to be increased to include more than a very restricted number of people.

This is a bit of a tangent to my starting post, but is there supporters representation on the board at the moment or not? If there is, how representative of the populous is that person(s)?And Fillet I don''t disagree with what you say - opinion is very divided here in the forum and the number of posters on here can only be a small fraction of the supporting populous. My own preference is Curbishley.

Interesting comments on his managerial stint at Dunfermline. Have to confess I never thought he had done anything there but....After a few assistant coaching positions, Calderwood moved into management in his own right by taking over Dutch club Willem II Tilburg in 1996, before moving to NEC Nijmegen in 1997. After a two year spell there, Scottish First Division side Dunfermline Athletic moved to make him their new manager. Calderwood spent five seasons at East End Park where he led the club to promotion to the SPL by finishing as runners-up in his 1st season in charge. He also lead them to their highest ever SPL position, finishing fourth in 2003–04. That season the side also reached the Scottish Cup final, guaranteeing their return to European competition for the first time in 35 years as opponents Celtic had already earned Champions League qualification.

Just a thought this morning with all the discussion continuing here on the message board over possible appointments.Some candidates seem to split the populous down the middle (Ince) whilst others have a more generous following (Boothroyd, Robins). So should there be a representative from the supporters invited by the board to be involved with the discussions of a new manager?And if so, who?Discuss.

Crooks coaching credentials:Teams managed 1999-2001 2001-2004 2004 2004 2005-2006 2007-present Northern Spirit FC"Assistant Manager" Newcastle Jets American Samoa AustraliaU-20"Assistant Manager" Sydney FC "Assistant Manager" Avispa Fukuoka "Assistant Manager"From: http://www.nationmaster.com/encyclopedia/Ian-CrookCurrently at Newcastle Jets as "High Performance Manager".

Nobody has really given Curbishley the time of day, or is it simply that they feel there is no hope of getting him or what?And as many have alluded getting the selection right is a difficult job, but how could the board''s job of picking the right man be made easier? Is there anybody they can bring in that could provide advice? Sir Bobby Robson?

As a couple of posts in recent days have commented why don''t they look for a manager who will take the club forward to the end of the season with the goal being that the man appointed proves he is right for the job in the longer term. "Go earn a longer contract from us by keeping us up and implementing a sound backroom strategy for future development!.I don''t see what is wrong with such reasoning. They did it to Kinnear at Newcastle.

Perhaps preparing for a season in League 1 with that appointment.

FPMIC, I would also argue that we need a manager that will replace/reinforce the youth setup to get home grown product coming through the ranks again.Anyone care to comment on Aidy Boothroyds tenure in the youth setup and how successful it was or wasn''t?

TMM, you hit the nail on the head there. Smudger and all these other "out-board"ists seem to think it''s easy to get rid of the board. Delia and MWJ hold the majority shareholding and until that issue can be altered the make-up of the board is very much under her control unless I''m much mistaken.And Wiz, you''re right too. Roeder is at fault for what''s on the pitch, both playing and sitting in the stands or on the bench. I still cannot believe he sold Shackell - a face that didn''t fit who could be sold, unlike poor Lappin who is a face that doesn''t fit but can''t be sold.

So if Roeder is sacked should the board appoint a manager on a contract that runs only to the end of the current season? A contract of the style of Kinnear at Newcastle when he first joined. The goal to achieving further discussion on a new contract is then to avoid relegation.What do they put in place to make sure they get the right man? Without any footballing knowledge on the board how do they ensure that they don''t have another Grant or another Roeder?

Perhaps the result last night and the general run of form and behaviour of the manager in public will make the board see sense and ask for him to depart from the club. However, it does leave the question of how do the board make the correct selection to replace the man?Face it, the board aren''t going to go anytime soon despite what Smudger and his followers may wish. If they do perhaps it will be to the financial detriment of the club and certain damnation to the lower levels of English football.So how do the board pick the right man? If they are unable to identify a suitable candidate themselves who do they go to for advice?

I''m slightly bemused by this signing. How many strikers is that on the books now and how many of those strikers have faces that no longer fit?Koroma? Is he still there?Lupoli - a token two seconds in the local derbyCureton - away on loan at Barnsley(?) - a face that no longer fitMartin - out on loanSibierskiLitaSo Cureton is the only player that we can truly call our own.Any junior talent coming through?

I have to say that I''m kind of curious here too. Tell me BlyBlyBabes what difference would it have made if Delia et had put it to the shareholders that a £20M offer was received. They still hold the majority shareholding and "effectively" make the decisions. They still hold enough votes to carry a NO vote through if it had been put to the shareholders.

Found this link on an Arabian newspaper website when following a thread about Mike Ashley and his trip to Dubai seeking to sell Newcastle.http://www.arabianbusiness.com/531197-english-football-club-seeks-arab-investorsQuestion is should Delia take a trip out to Dubai to sell off the Canaries?

[quote user="Camuldonum"]Business loans are granted to a specific person, or a specific company, or a specific partnership.  When the loan is granted (or overdraft) the bank/finance company grants it on their assessed risk of YOU and the deal is with you/partners/directors all signing on the dotted line.[/quote]Camuldonum, thank you for this insight.So whatever way it''s cut, the minimum that somebody has to come in with is £20M (£16M debt plus £4M directors loans), plus £535,000 (if shares were valued at £1). That £535,000 could vary up to  £16M with the current £30 estimate, potentially more if somebody feel that more than £30 per share is reasonable.That does not include anything for "investment" in the playing staff of the club.

[quote user="ron obvious"]The main reason I compared it to a house sale was because of the sums of money involved (making it large enough to be a serious amount, significant to most people''s personal wealth) & to try & separate out the various components - Cullum says ''£20m for the team'' & they think that''s an end to it; I was pointing out that the £20m debt has to be repaid, even if the new owner then immediately refinances - just as you would have to redeem your mortgage when you sell & the new buyer takes on his own mortgage.On the basis of the highlighted text above he would still have to refinance the debt, bringing his initial outlay to £45m. This also assumes he ups his offer by £5m &  drops his investment to £15m, neither of which has he mentioned.[/quote]I''m kind of curious about this debt thing too. Perhaps there is one of our finance savvy posters out there that can clarify the situation.If somebody buys out a company do they not simply take on the companys'' existing debt? Are there any regulations that govern repayment of a companys'' debts as part of the takeover process?As far as I can see the minimum that any potential buyer would have to put in to take a controlling interest in NCFC PLC is the monies required to acquire a majority shareholding i.e. 51% of the 535,000 shares out there. Clearly, in doing so because that action would take a person(s) holdings above the 30% shareholding they have to make an offer to all existing shareholders as if executing a takeover. For more information see: http://www.thetakeoverpanel.org.uk/new/codesars/DATA%5Ccode.pdf

[quote user="dhickl"]Even in this thread, people have said that the club is valued at £16m (mixing up value and equity), or that the club is valued at £56m (including the £20m transfer kitty).[/quote]Actually that £56M figure comes from the official statement released by the club on what an individual would need to invest in order to take a controlling interest in Norwich City PLC.See: http://www.canaries.premiumtv.co.uk/page/NewsDetails/0,,10355~1336394,00.htmlThat statement includes the £20M input to the transfer kitty.Don''t forget that KeelansGlove''s original post asked the question what would be a fair offer for the club.That £56M figure is presumably the clubs estimate of the "fair market value" of the club. The £16M for a 100% share buyout is based on the purchase of all shares at the £30 mark.  Whoever came in to buy the club would have to make an offer to all shareholders as soon as they had acquired some 30% of the shares according to the City Code on Company Takeovers.

To all, tell me - in this scenario of £20M (£16M for the shares and £4M for the directors loans) does Delia get back all the money that she has put into the club? Or are there still monies outstanding?So what would you expect Cullum to get back from his additional £20M for the transfer "pot of gold"? Would it appear as a director''s interest free loan? More shares? Or what?I''ve deliberately glossed over the £16-20M debt.

From the figures that GazzaTCC kindly posted:[quote]Investment in playing squad                                                                               £20 millionPurchase of shares based on current share issue price of £30 per share              £16 million*Repayment of bank debt that would be triggered by a change of control            £16 millionRepayment of directors'' loans                                                                           £4 million                                                            TOTAL                                                £56 million[/quote]Excuse for being rather simplistic about all of this, but if Cullum''s offer was £20M simply to put into the playing squad, then based upon a valuation of £16M for all the shares you could see where he may have wanted a controlling holding in the club."I''ll give you £20M to invest in the playing squad. For that I want the equivalent number of shares."On the basis of the calculations for the £16M value of shares i.e. £30 per share. A share issue to the tune of £20M would have given him 666,667 shares - effectively a majority holding with the total shares in the PLC going up to 1,206,667.Now I realise this is not how the whole share issue deal works.

[quote user="Evil Monkey"]Morph, the club released a full breakdown of what the £56m would be made up of, and it included the debt, a full takeover of shares and the £20m PC had pledged to invest into the playing side.  Of course, he could always renegotiate the debt with the banks and buy only a controlling stake, and maybe invest less into the transfer budget if he felt things were tight.  At the time, however, all we heard was that he wanted to put £20m into the transfer kitty in return for control of the club (albeit with his own people on the board and Delia as a figurehead).  [/quote]EM, I stand corrected.My point to Canoldrum still stands though - Cullum could take control of the club with an investment of £20M, BUT that investment would only get him all the issued shares at £30 per share. The £20M would not erase the debt or provide a £20M pot of gold for transfers.

[quote user="Camuldonum"]Well, it''s certainly not a controlling interest for £20m which, if correctly reported, is what Mr C originally wanted.  If he wants to be the majority shareholder he has to buy everyone else out - unless, of course, he is expecting the shareholders to hand over their shares for nothing.[:|]  [/quote] That''s not strictly true based upon the numbers already quoted in this thread for shares.  If there were 540,000 shares issued and he purchased all those shares for £30 each, he would only have paid £16.2M to take complete control of the PLC. The other two financial pieces that muddy the water in all the discussions are: the club debt of around £20Mthe "pot of gold" for player investment, £20MThat would take the total to £56.2M.So back to your original comment, an investment of £20M would be enough to take control of the PLC with all existing debts and no investment into the playing staff. Those debts would include the interest free loans made to the club by Messrs Smith, Wynn-Jones and the Turners.See this is what is confusing to me. The impression given by media reporters and posters alike is that Delia wanted £56M from Cullum for the club, but there is no explanation of what that £56M went to. The figures above suggest that it was to buy the shares, wipe out the debt (what does Cullum get for that, btw) and still put £20M into the transfer budget (again what does Cullum get for that - just the warm fuzzy feeling in his heart that he made a difference, I think not).

KG, do you happen to know what the number of shares issued is?  As somebody as has previously pointed out on numerous other threads, if Cullum makes an offer to buy out the majority shareholding (how many is that?) then it is obliged to also make a similar offer to all other existing shareholders.If nothing else, knowing the total number of shares in circulation would allow people to frame the minimum amount of money that he would have to spend to get into the Club in the first place.