GMF

Cue answer along the lines of Takeover Panel restrictions…. 😉

@essex canary the hat tip is because of the significant amount contributed by the AD’s to the original share offer. It does, however, have to be viewed in the context of your free seat-for-life benefit that it enjoys. Ultimately, all acquisitions, irrespective of their size, are in unlisted securities, with a high risk factor, which makes them potentially difficult to sell. Scapegoat the MBF all you like, but you’re failing to acknowledge the club’s shareholding breakdown which has far greater impact on the saleability of your shares.

@essex canary there you go, again, yet more questions and whataboutery from you, as predicted, with much repetition of old comments. The fundamental driver here was always the injection of new working capital. As a consequence, shareholders have been a distant second so far, whether you, or I, like it or not. Repeatedly venting about that on here isn’t going to change anything.

@essex canary I haven’t avoided answering anything. If you’d been paying attention, and had a modest understanding of English, you would be capable of understanding my thoughts on this. I’m not going to repeat them again for your benefit. Bitter experience tells me that answering your questions usually results in no acknowledgement of any answers given, and yet more questions and whataboutery from you. I’ve answered your questions about the matched bargain trading facility previously. No one has ever tried selling 1,000 shares before, so quite how you can say it doesn’t work is beyond me. Nevertheless, I’ve also told you in private that the most shares previously sold was 350 in a single lot, although the buyer subsequently decided to split it up with two other friends. As a wider observation, the problem isn’t with the matched bargain arrangement itself, it usually works fine, but it doesn’t have any influence on the physical shareholding split across the company. As much as you might like to blame us for your perceived inability to offload your shares quickly, that has far greater impact on the larger holdings. Arguably more so now following the recent allotments. The Club had little influence on which parties NG approached initially during their acquisition of the minority shareholdings, so your reference to MF is wholly inappropriate in the circumstances. The subsequent allotments were approved by shareholders, via supervision of the Takeover Panel. This cannot be set aside retrospectively, as you’ve previously stated. Whether there’s a subsequent offer to minorities remains unclear.

Change the record @essex canary. You repeatedly saying that isn’t going to alter the outcome. You’re trying to renegotiate the terms of the original share offer document for your own personal benefit, however you try to dress it up.

It’s not financial abuse at all, unless you’re stretching the definition of, stealing their identity, adding your name to their bank accounts, controlling their access to their money, or stealing their assets. Is that the russell of straws being clutched, I hear?

The Trust has its own account on here. It really shouldn’t need explaining every time in what capacity I’m posting on here.

Discussions of this nature aren’t going to be discussed on a forum like this. It’s simply not how business is handled.

I would suggest that someone clearly doesn’t understand the concept of financial abuse. I would suggest that it’s not relevant in this context.

@PurpleCanary the biggest issue for me is that it was apparent at the time that an offer to minorities wasn’t even considered as an option. The company already had over £30m finance from NG, and the conversion proposal related to less than £5m debt to equity swap. In this context it seemed a significant stretch to suggest that a failure to support the proposal would have significantly increased the risk of a complete wipeout for minority shareholders. The fiduciary duty of directors towards minority shareholders seemed to have been completely disregarded in a deliberate attempt to ensure parity for NG. It’s also Deja-vu a year later.

McCormicks acted for the Club, and D&M, according to their press release. I have little doubt that MF would have had lawyers involved on his behalf too, probably financial advisors too. MA subsequently stated that he was one of four parties in the running for MF’s shares and he had his own US and UK lawyers involved. The first public reference to Carteret was in the first waiver document. Whether they were involved in the initial share purchase arrangement isn’t clear.

I think we are on common ground with much of this. There’s smoke and mirrors in relation to who acted for MF, who acted for the Club (presumably on instructions from ZW) and who acted for MA. Clearly there would have been at least three sets of representatives here. If Carteret acted for MF (all we have so far is hearsay) then it would seem that they were economical with the truth in terms of independence on the waiver documents.

You’re implying that I don’t? @Davidlingfield indicated that Carteret were instructed by MF, he may be right there, but it’s certainly not something that has been disclosed elsewhere, hence why I questioned it. I’ve also suggested, if it’s true, that it also raises questions about Carteret’s role in the waiver documents, as there certainly seems to be potential for a conflict of interests. This feeds into the wider question about an independent director, which always seemed to be difficult to address satisfactorily, given that Zoe was the only available person. If you want to throw around the suggestion of being lied to, that’s your choice.

He was also stuck in the 1970’s, a bit like someone else…

I’m inclined to agree. It was over two years ago, MA is now fully on board and has introduced significant working capital into the Club. Surely that’s more relevant than which party introduced him to MF in the first place?

Does it really matter who MF actually instructed to sell his shares? Ultimately, whoever it was, they would have approached a number of likeminded agents, who had clients across the globe. The wider question for me, if Carteret were involved in the acquisition process, can they now be considered independent in terms of the waiver documents, as stated therein?

I find this a fascinating debate. If a club has to allocate a percentage of its capacity to away fans, who’re paying a discounted rate in comparison to home fans, are those same fans willing to compensate their own club for the loss of ticket revenue?

@essex canary the Club hasn’t issued any B-preference shares since 2009, and shareholders voted in favour of resolutions that excluded themselves from the allotment of the recent C-preference issue, together with the pending D & E preference share allotments. Quite why you think that inheritors should therefore be afforded such privileges retrospectively is, frankly, for the birds.

@essex canary you won’t have any arguments from me about the concept of an Independent Director in this context. My eyebrows headed upwards when I first read it and nothing since then has changed my opinion on it. The situation on distributable reserves should be enhanced through the combination of player sales this summer and the ongoing debt to equity conversion, always presuming that we haven’t gone bat**** crazy on the expenditure side this season.

Why screenshot a Google extract, rather than the relevant section of the season ticket T&C’s. And this is 2024, not 2004, so the whataboutery regarding previous five year deals is irrelevant in this context. The B-preference shares have a limited redemption option, the ordinary shares don’t. The only exit option from ordinary shares is via a private sale. It’s the same for all, whether a considerable investor or inheritor, and should have taken into account before investing in unlisted shares in the first place.

@essex canary Carteret Capital doesn’t seem to show up in a Google search, only Carteret Group. The suggestion in your first post therefore seems unlikely, due to the potential conflict of interest, and given the expressed claim of independence from any other party in the subsequent documents. As for your subsequent comment regarding the preference share dividend, it’s factually incorrect to reference a P&L profit. A company has to have positive distributable reserves in its balance sheet to be able to pay dividends. A company can therefore have made an annual loss in its P&L but still have positive distributable reserves, thereby enabling it to pay dividends. The opposite is also true; a company may have made a small annual profit, but still have negative distributable reserves, which would prevent it from paying dividends. Basic accounting principles 🙄

That’s a new name, and not one I’ve seen referenced before. Both MA’s US legal counsel, together with their UK legal counsel team, made no reference to that at the time of the initial share acquisition, so I’m interested in where you sourced it from? Carteret Group were stated in both waiver documents as acting exclusively for the Company (NCFC) through its Independent Director (Zoe) and no one else in connection with the waiver. This seems to contradict your comment?

Just revisiting that point, Game State seem to have overlooked that the PSR period was a combination of one season in the PL (2022) and two EFL seasons (2023 & 2024) hence the first year’s allowance was £39m, plus two seasons of £13m each. That’s over simplified, but relevant nonetheless.

Pot calling the kettle black! 😲

Yes, of course they’ve changed, but the original concept was the offer to pay £25,000, for a 1,000 shares, with the benefit of a seat for life, that being the life of the share purchaser, not their beneficiaries. No one in their right mind would offer such an open-ended commitment, effectively in perpetuity, for £25,000. If the purchaser was unfortunate to pass away a few years later, then, arguably, the seat would have been considered a relatively expensive investment. But we’re now twenty-two seasons later. Like every other seat in the ground, those business seats are more expensive than they were back in 2002, when the shares were acquired. For those who took up the option, I tip my hat to them, but to expect someone else to pay them back all their money, they would argue that it should be considerably more, just seems unrealistic, especially since they have had free use of their seats in the intervening years. Those shares are unlisted securities and are still worth whatever someone else is willing to pay for them.