EXCLUSIVE: US tycoons in Norwich City investment talks

[essex canary 505]

2 minutes ago, canarydan23 said:

Expecting an ROI in a football club like Norwich, given its trajectory in recent years, at a similar rate to the house price index is pie in the sky.

Maybe. Then the posters suggestion for Foulger is pie in the sky x2.5

[BigFish 1,988]

4 hours ago, shefcanary said:

Help me out on Governance issues here, as you suggest they are fine.  I give you a couple of scenarios which given your acceptance of current arrangements you must know the answer to.

As a shareholder, if I had a complaint about the executives' management, who on the Board should I direct my query to and expect to see in return either a note of action or a reason why no action was taken? 

Hypothetically, imagine me now as a member of the Board, who has a particular issue withe way the executive are performing.  How would I ensure my issue was taken seriously, by both the Board and the executive?  Subsequently if an action was agreed to be imposed on the executive, who would be responsible for ensuring the action was undertaken, in a reasonable time frame, then reported back to me as such?

TIA.

Normal caveat, I don't do this for a living so this is opinion rather than fact.

Firstly, the board has a fiduciary duty of care to you as a minority stakeholder that you shouldn't be in any way disadvantaged and they avoid conflicts of interest. The Executive are employees and their performance is covered by employment law. Good practice would mean you should be able to raise you complaint with any of the board they would respond. But I think there is no compulsion, which I suspect is your point. You could raise this at the AGM or alternative push for an EGM. But of course if it came to a vote S&J have a majority, so that gets you nowhere. Finally, you could go legal but in which case you would have to prove you were financially impacted in an unfair/unlawful way. Bottom line is this goes nowhere. This is not a sign of bad governance, large PLCs ignore moaning small, and sometimes very large shareholders not on the board, almost constantly.

Secondly, you would hope that the board would take performance issues of the executive seriously and ou would discuss this at board level. The roor is the same and the outcome is the same. Bottom line is while a shareholder or shareholders acting in concert, has an actual majority and acts lawfully there is nothing you can do. NCFC is really quite a small concern and this situation is common is similar organisations. They tend to endure until such time as the majority holders tire of it or lose control of the finances and need outside help.

[essex canary 505]

3 minutes ago, Duncan Edwards said:

My stab is that the information that has been relayed by various sources is that MF isn’t selling and Delia/MWJ are looking to retain their shareholding so what you’d like to get for your shares is neither here nor there. Everything you post is pure self-interest, if I was the club I’d give you your £80 just so you’d **** off. 😁

Possibly. But if true as we have already been through if new money only, their is only scope for 20,000 new shares for S&J to retain their majority. As that is the only game in town, what share premium would you charge those at? £1,000 per share or £2,000 per share. How does the 30 per cent rule follow through from there?

[Indy 3,315]

4 hours ago, BigFish said:

Nice one @PurpleCanary.

With the caveat that I am a FPA not a expert I think there are two quibbles. One is the must in the 90% paragraph, I think this gives the majority shareholder the right to buyout the >10% whether they want to except or not but this is not an obligation.

Secondly, if the club was valued at £100 million this would value each share at more than £162. So the US team could buy a quarter of a million unallocated shares at that price, remain under the 30% threshold and the club would be £40 million better off.

Surely to buy £40 million unallocated shares would devalue the £162 per share so would the new million unallocated shares need to be considered in the Valuation of each share and not just the current value?

Secondly anyone who runs other sports franchises isn’t going to buy 29% of a club without some form f representation on the board are they? I certainly wouldn’t and as MWJ and Delia own the 53% between them I’m not sure what % each hold individually? So again I find myself asking if the up investor does buy upto 29% of the unallocated shares would they hold majority as a single individual?

I’m no FD but luckily married to one who has no interest in answering these questions so please help Purple! 😂💚

[BigFish 1,988]

2 minutes ago, Indy said:

Surely to buy £40 million unallocated shares would devalue the £162 per share so would the new million unallocated shares need to be considered in the Valuation of each share and not just the current value?

Secondly anyone who runs other sports franchises isn’t going to buy 29% of a club without some form f representation on the board are they? I certainly wouldn’t and as MWJ and Delia own the 53% between them I’m not sure what % each hold individually? So again I find myself asking if the up investor does buy upto 29% of the unallocated shares would they hold majority as a single individual?

I’m no FD but luckily married to one who has no interest in answering these questions so please help Purple! 😂💚

The value of the club would increase by £40 million (cash in the bank) in simple double entry book keeping terms so the £162 is constant. Caveat is that then going on to spend it does alter the value, performance dependent.

Agree they would expect board representation. Also this scenario dilutes S&J holding to a plurality at 36%, still the largest but total control would be surrendered. But this would be a large enough holding to prevent the Americans making an unconditional offer successfully for the entire club.

[Duncan Edwards 2,261]

11 minutes ago, essex canary said:

Possibly. But if true as we have already been through if new money only, their is only scope for 20,000 new shares for S&J to retain their majority. As that is the only game in town, what share premium would you charge those at? £1,000 per share or £2,000 per share. How does the 30 per cent rule follow through from there?

I’d say that is unlikely. What would £1000 a share put the club value at? So, no, that won’t happen. So it’s probably not the only game in town. I think it’s most likely that they buy new equity at an agreed £x, DS/MWJ see their shares retained but % diluted. Whatever that figure is, I’m sure these American chaps will ensure that it won’t bankrupt them should they reach the 30% figure in the future. Did I read on here that it’s time limited? So they’d have to match the highest price paid within the last x months? If that was so, could they agree to a figure per share now with a proviso that should all work out they could further purchase to reach 30% at a reduced figure once that time had elapsed? 🤷🏻‍♂️ As I often say, I’m way too stupid to understand these things but it doesn’t stop me posting! 

[hogesar 9,736]

40 minutes ago, essex canary said:

Maybe. Then the posters suggestion for Foulger is pie in the sky x2.5

If I have to make a loss on my tiny amount of shares - heck if I have to give them away just to ensure you don't make any money on yours id be more than game. Your entire posting history on here is pure self interest. Nothing I've seen you post is as a fan.

[essex canary 505]

1 minute ago, hogesar said:

If I have to make a loss on my tiny amount of shares - heck if I have to give them away just to ensure you don't make any money on yours id be more than game. Your entire posting history on here is pure self interest. Nothing I've seen you post is as a fan.

So you would be happy to make a loss on yours and Foulger to make a 10 fold return on his?

[Greavsy 2,425]

4 minutes ago, hogesar said:

If I have to make a loss on my tiny amount of shares - heck if I have to give them away just to ensure you don't make any money on yours id be more than game. Your entire posting history on here is pure self interest. Nothing I've seen you post is as a fan.

Don't often agree with you Hoggy, but I'll make an, exception here. 

Spot on comments. 

[essex canary 505]

13 minutes ago, Greavsy said:

Don't often agree with you Hoggy, but I'll make an, exception here. 

Spot on comments. 

Except you don't own any so not a member of that particular club.

[canarydan23 4,060]

1 hour ago, essex canary said:

Maybe. Then the posters suggestion for Foulger is pie in the sky x2.5

Yep.

[essex canary 505]

1 hour ago, Duncan Edwards said:

I’d say that is unlikely. What would £1000 a share put the club value at? So, no, that won’t happen. So it’s probably not the only game in town. I think it’s most likely that they buy new equity at an agreed £x, DS/MWJ see their shares retained but % diluted. Whatever that figure is, I’m sure these American chaps will ensure that it won’t bankrupt them should they reach the 30% figure in the future. Did I read on here that it’s time limited? So they’d have to match the highest price paid within the last x months? If that was so, could they agree to a figure per share now with a proviso that should all work out they could further purchase to reach 30% at a reduced figure once that time had elapsed? 🤷🏻‍♂️ As I often say, I’m way too stupid to understand these things but it doesn’t stop me posting! 

Could do as Big Fish says and play for new capital first at £162 per share to do the ground improvements. That does though of course mean that S&Js majority rule is compromised. GMFs advice was that the 30% rule is not time limited. On that basis assuming a total Club value of £140 million means the whole of the second tranche of £100 million will be paid out to existing shareholders at the £162. Therefore good for new money up front, good for shareholders who stay the course. Overall my solution was more modest and partially more immediate for existing shareholders and better for new money in the long run. 

You take your choice. If they go with Big Fish so would I.

No need for rudeness on anyone's part.

 

[canarydan23 4,060]

1 hour ago, essex canary said:

So you would be happy to make a loss on yours and Foulger to make a 10 fold return on his?

I'd be happy if you made a loss on yours and Foulger made a 10 fold return on his.

[Greavsy 2,425]

53 minutes ago, essex canary said:

Except you don't own any so not a member of that particular club.

So I'm not allowed a comment on a public forum. 

Apologies if I omitted to ask your and other shareholders permission before posting. 

[essex canary 505]

Just now, Greavsy said:

So I'm not allowed a comment on a public forum. 

Apologies if I omitted to ask your and other shareholders permission before posting. 

That is not what I was implying.

Perhaps avoid being rude though in matters concerning members of a sub-group of same of which you are not a member.

[Greavsy 2,425]

Just now, essex canary said:

That is not what I was implying.

Perhaps avoid being rude though in matters concerning members of a sub-group of same of which you are not a member.

Then if it's a closed shop, as you imply don't post your views on a public forum. Maybe save them for shareholders meetings or the AGM? 

Didn't realise you were in charge and made the rules. 

[essex canary 505]

6 minutes ago, Greavsy said:

Then if it's a closed shop, as you imply don't post your views on a public forum. Maybe save them for shareholders meetings or the AGM? 

Didn't realise you were in charge and made the rules. 

There aren't too many rules for posting on social media but every reasonable person can make reasonable interpretations and needs to.

[essex canary 505]

23 minutes ago, canarydan23 said:

I'd be happy if you made a loss on yours and Foulger made a 10 fold return on his.

Perhaps on the grounds that the families of 2 men probably earning minimum wage who lost their lives at a poultry factory may get a better settlement than they otherwise would?

[Greavsy 2,425]

19 minutes ago, essex canary said:

There aren't too many rules for posting on social media but every reasonable person can make reasonable interpretations and needs to.

Ahh you're policing ALL social media now. 

Others on here have claimed forums aren't social media. I'm glad you're here to help us through the minefield. 

[Duncan Edwards 2,261]

1 hour ago, essex canary said:

Could do as Big Fish says and play for new capital first at £162 per share to do the ground improvements. That does though of course mean that S&Js majority rule is compromised. GMFs advice was that the 30% rule is not time limited. On that basis assuming a total Club value of £140 million means the whole of the second tranche of £100 million will be paid out to existing shareholders at the £162. Therefore good for new money up front, good for shareholders who stay the course. Overall my solution was more modest and partially more immediate for existing shareholders and better for new money in the long run. 

You take your choice. If they go with Big Fish so would I.

No need for rudeness on anyone's part.

 

I thought it was something to do with prices paid in the last year or something. I guess they couldn’t pay £100 a share now then and then in 13 months time purchase the second tranche to take them to 30% at £20 or something and then offer to buy the remainder at £20? All too much for me. 

[Nuff Said 5,176]

45 minutes ago, essex canary said:

Perhaps on the grounds that the families of 2 men probably earning minimum wage who lost their lives at a poultry factory may get a better settlement than they otherwise would?

Just wow.

Edit: sorry, I should express myself better. I  am staggered at the lack of respect, empathy or even ability to debate properly this post exhibits.

Edited June 5, 2022 by Nuff Said
Added second paragraph

[shefcanary 2,446]

3 hours ago, BigFish said:

Normal caveat, I don't do this for a living so this is opinion rather than fact.

....This is not a sign of bad governance, large PLCs ignore moaning small, and sometimes very large shareholders not on the board, almost constantly.

...They tend to endure until such time as the majority holders tire of it or lose control of the finances and need outside help.

Thanks for your view.  I've edited your response to key points if your reply.  Whilst respectful that NCFC is a small public company, it is probably "more public" than most and as such should at least project strong governance, but also a strong respect for the community it serves. 

I'd argue that your reply is a cynical view that a few plc's hold, but not many nowadays given the way the authorities have imposed tougher regulation on the corporate sector. To include Norwich in the former, from a fans perspective I'd argue is unacceptable, raising the potential of that last part of the above happening.

So I'd argue adhering to the guidance on corporate governance in the full spirit of the legal advice is good for the club and the shareholders. And that is why I still am uncomfortable about the lack of a chairperson and CEO.  We obviously differ in this.  Let's see how the current negotiations with Attanasio affect things.

[PurpleCanary 5,580]

Thanks for the replies. A few extra points. I didn't cover the dilution of the value of the holdings of existing shareholders because I didn't want to make the piece too long. But the reality is that in any takeover that dilution is a distinct probability..

And it is hardly likely to be much taken into account in deciding how the takeover should happen. And for solid reason. In part because NCFC is not a listed company and many shareholders are such for purely sentimental or historic reasons, often with tiny holdings, and are not going to be bothered by any loss of value. What matters more is a takeover best structured for the good of the club.

For BF, thanks for that wording on the 90 per cent rule. From that it certainly looks as if it is an option than can be taken up rather than a forced procedure. As for corporate governance at NCFC, I don't believe it has historically been bad, but without going into details the structure and make-up of the board and the senior executives below that level combine for what is a bad look.

Certainly if investment by Attanasio led to the addition of one or more of his choices as directors that would immediately help the look of the thing.

And Attanasio? The character and factor pretty much lacking from my piece. Not quite Hamlet without the prince, but beyond what seems like a good image what are his motives for looking at NCFC and what might his long-term plan - and I assume he has one - be?

 

[essex canary 505]

1 hour ago, Nuff Said said:

Just wow.

Edit: sorry, I should express myself better. I  am staggered at the lack of respect, empathy or even ability to debate properly this post exhibits.

The inequalities of wealth, reliance on food banks etc. of modern society.are a form of modern day slavery with which I empathise. 

The purpose of this thread is not to debate that or the insults that preceded it.

Enough said?

[GMF 756]

“£162 a share!”

Looks like the guild of fag packet accountants has well and truly returned.

Where’s Tangie when we need him? 😉 😜

[essex canary 505]

3 minutes ago, GMF said:

“£162 a share!”

Looks like the guild of fag packet accountants has well and truly returned.

Where’s Tangie when we need him? 😉😜

Are there any of us using anything other than a fag packet on this issue?

[GMF 756]

4 minutes ago, essex canary said:

Are there any of us using anything other than a fag packet on this issue?

You mean that you’re not using your Markham Multivariate Model like Kieran McGuire recommends?  🤣🤣😉

[daly 507]

Anyone can have mine at £200 a share

Round the World cruise and a meal at Wetherspoons 

[canarydan23 4,060]

9 hours ago, essex canary said:

Perhaps on the grounds that the families of 2 men probably earning minimum wage who lost their lives at a poultry factory may get a better settlement than they otherwise would?

No, on the grounds that it would make me chuckle.

[essex canary 505]

9 hours ago, GMF said:

You mean that you’re not using your Markham Multivariate Model like Kieran McGuire recommends?  🤣🤣😉

The Model may work quite well for big clubs who always stay in the same division. Looks a little bit harder to apply to our situation.

Any views on whether the Takeover Code 30% rule can accommodate different share purchase prices for new issue capital as opposed to prices paid for existing capital? Maybe that isn't possible which of course would restrict the possibilities for new capital until the buyout has been complete?