Canaries Trust

[Naturalcynic 628]

I see the CT have just announced that they have become the 6th largest shareholder in NCFC.  Can anyone put any flesh on the bones of this, and what are the implications for potential external investment from the Americans?

[PurpleCanary 5,554]

13 minutes ago, Naturalcynic said:

I see the CT have just announced that they have become the 6th largest shareholder in NCFC.  Can anyone put any flesh on the bones of this, and what are the implications for potential external investment from the Americans?

There are some decent-sized holdings lying around, and they have snaffled one of those. It is not the 10,000 -share holding that used to belong to the old supporters' trust, which fell into abeyance years ago. I suspect the Americas have their eye on that, and also on the 23,000-share ex-Jimmy Jones holding.

I don't see any negative implications for Attanasio's plans. Buying the Foulger stake is getting him a seat on the board. And as said there are several other holdings he could go for, such as the RG Carter one.

But these do not put money into the club. The next significant move, after doing the Foulger deal, would be to buy new shares, but I get the sense both sides in this are content to move slowly and surely.

[Pete Raven 276]

One assumes it’s the Archant shares given recent events. 

[PurpleCanary 5,554]

2 minutes ago, Pete Raven said:

One assumes it’s the Archant shares given recent events. 

Yes.

[FenwayFrank 2,456]

1 minute ago, Pete Raven said:

One assumes it’s the Archant shares given recent events. 

Oh Pete 😉

[Ren 75]

It would be very interesting to know if these were gifted or purchased by the Trust and for what price was paid if any? 
 

Once shares get into the Trusts hands I suspect they won’t ever be sold as who would get the money?  

[PurpleCanary 5,554]

1 hour ago, Ren said:

It would be very interesting to know if these were gifted or purchased by the Trust and for what price was paid if any? 
 

Once shares get into the Trusts hands I suspect they won’t ever be sold as who would get the money?  

I doubt it was a gift.

[Greavsy 2,412]

2 hours ago, FenwayFrank said:

Oh Pete 😉

Rather poor taste FF - even for you.  

 

[chicken 2,604]

8 minutes ago, Greavsy said:

Rather poor taste FF - even for you.  

 

Yup, outrageously craptastic. 

[A Load of Squit 5,130]

9 hours ago, Greavsy said:

Rather poor taste FF - even for you.  

 

Pete liked it.

[Pete Raven 276]

4 minutes ago, A Load of Squit said:

Pete liked it.

Yep. No offence intended and none taken.

[BigFish 1,986]

12 hours ago, Naturalcynic said:

I see the CT have just announced that they have become the 6th largest shareholder in NCFC.  Can anyone put any flesh on the bones of this, and what are the implications for potential external investment from the Americans?

In simple terms it changes nothing. That said the CT increasing its holding will give the fans a greater, if limited, say on the matter. If the stake could be grown large enough to justify a seat on the board that would also give inside but confidential information, but I suspect financially they are well short of that. If the share capital was expanded via a rights issue it does give the CT a chance to increase the stake, but again that is capital related.

There is one hypothetical scenario where it does have an impact. Now I am often bemused by the obsession with the 30% threshold. This is solely a protection for existing shareholders, and if the Americans hit that point the existing Shareholders would have the right to cash in their stakes at the highest amount paid by the Americans in the previous 12 months. Without S&J agreement this gives the Americans very little: they move from a minority stake to a larger minority stake. A more important figure is 37%, at that point the Americans, S & J operating in concert have > 90%. They could then force the remaining shareholders out (while paying them the maximum price in the last 12 months) and take the club private. No more public AGMs and no fan influence. A opposition stake of 11%, I think and I am not an expert, blocks this.

 

 

[canarydan23 4,060]

51 minutes ago, BigFish said:

In simple terms it changes nothing. That said the CT increasing its holding will give the fans a greater, if limited, say on the matter. If the stake could be grown large enough to justify a seat on the board that would also give inside but confidential information, but I suspect financially they are well short of that. If the share capital was expanded via a rights issue it does give the CT a chance to increase the stake, but again that is capital related.

There is one hypothetical scenario where it does have an impact. Now I am often bemused by the obsession with the 30% threshold. This is solely a protection for existing shareholders, and if the Americans hit that point the existing Shareholders would have the right to cash in their stakes at the highest amount paid by the Americans in the previous 12 months. Without S&J agreement this gives the Americans very little: they move from a minority stake to a larger minority stake. A more important figure is 37%, at that point the Americans, S & J operating in concert have > 90%. They could then force the remaining shareholders out (while paying them the maximum price in the last 12 months) and take the club private. No more public AGMs and no fan influence. A opposition stake of 11%, I think and I am not an expert, blocks this.

I'm even less of an expert than you, but can shareholders act in concert to invoke the 90% rule? I thought it applied only to an individual shareholding reaching that threshold.

[Nuff Said 5,089]

12 hours ago, Ren said:

Once shares get into the Trusts hands I suspect they won’t ever be sold as who would get the money?  

I have wondered the same thing. If someone reached the appropriate threshold (90%?) there would be no choice, the Trust would be forced to sell. I would guess there is something in the Trust’s  “constitution” that states what would happen if it were in effect made powerless/irrelevant by someone taking the club private, i.e. buying 100% of the shares - donate the receipts to charity?

[BigFish 1,986]

5 minutes ago, canarydan23 said:

I'm even less of an expert than you, but can shareholders act in concert to invoke the 90% rule? I thought it applied only to an individual shareholding reaching that threshold.

If they create a legal entity (partnership, private limited company) and transfer their shares into that, the legal entity could then have >90% and invoke the rule. The club would then be owned 100% by the new holding entity, which in turn was proportionally owned Americans, S & J.

[GMF 736]

Further details here.

https://www.pinkun.com/sport/norwich-city/ncfc-canaries-trust-buys-shares-from-archant-administrator-9205326

An administrator is a Court appointed official, legally answerable to the Court.

The primary aim for any administrator is to determine if the legal entity can survive, albeit usually in a revised form, typically through a sale to a third party.

If not, there’s a legal requirement for the administrator to maximise returns (in the form of dividend payments) to any secured and unsecured creditors.

The idea that an administrator can gift assets to third parties is a complete non-starter unless they are deemed worthless.

In this instance the administrator chose to run two separate rounds of bids, seeking best bids from existing larger shareholders in the Club.

The Trust’s offer was accepted after the second bidding round.

Edited August 12, 2022 by GMF
Typo

[king canary 7,579]

Good for the trust. I'd been wondering if a few side projects had somewhat taken focus off the initial 'mission' to acquire more shares but clearly this has been going on in the background for some time.

I'd love to see the club proactively look to work with them to get a seat on the board though. 

[Kathy 733]

27 minutes ago, GMF said:

Further details here.

https://www.pinkun.com/sport/norwich-city/ncfc-canaries-trust-buys-shares-from-archant-administrator-9205326

An administrator is a Court appointed official, legally answerable to the Court.

The primary aim for any administrator is to determine if the legal entity can survive, albeit usually in a revised form, typically through a sale to a third party.

If not, there’s a legal requirement for the administrator to maximise returns (in the form of dividend payments) to any secured and unsecured creditors.

The idea that an administrator can gift assets to third parties is a complete non-starter unless they are deemed worthless.

In this instance the administrator chose to run two separate rounds of bids, seeking best bids the existing larger shareholders in the Club.

The Trust’s offer was accepted after the second bidding round.

Contributions from posters on this message board and PUPs entering our competitions, particularly the Canary Challenge each season, have helped put us in a position to do this, so thank you all.

[BigFish 1,986]

1 hour ago, BigFish said:

If they create a legal entity (partnership, private limited company) and transfer their shares into that, the legal entity could then have >90% and invoke the rule. The club would then be owned 100% by the new holding entity, which in turn was proportionally owned Americans, S & J.

Of course in this model as Burnley fans it is possible for the new entity to get the club to borrow on the clubs assets, transfer the cash and then pay this out in dividends from the new entity to S&J & the Americans. Owners then get rich and the club is in debt.

[essex canary 491]

1 hour ago, BigFish said:

If they create a legal entity (partnership, private limited company) and transfer their shares into that, the legal entity could then have >90% and invoke the rule. The club would then be owned 100% by the new holding entity, which in turn was proportionally owned Americans, S & J.

Who knows whether it matters or not but such an outcome would surely be against the grain of the Government's fan led review?

What light would that shine upon S&Js 'custodian' position?

[Nuff Said 5,089]

1 minute ago, essex canary said:

Who knows whether it matters or not but such an outcome would surely be against the grain of the Government's fan led review?

What light would that shine upon S&Js 'custodian' position?

Yeah, and what would it do for the club’s reputation if Delia and Michael went on a chainsaw killing spree?

 

Honestly, this is getting ridiculous and very boring.

[Greavsy 2,412]

2 minutes ago, Nuff Said said:

Yeah, and what would it do for the club’s reputation if Delia and Michael went on a chainsaw killing spree?

 

Honestly, this is getting ridiculous and very boring.

Getting?  😛 😄 

[BigFish 1,986]

18 minutes ago, essex canary said:

Who knows whether it matters or not but such an outcome would surely be against the grain of the Government's fan led review?

What light would that shine upon S&Js 'custodian' position?

 

15 minutes ago, Nuff Said said:

Yeah, and what would it do for the club’s reputation if Delia and Michael went on a chainsaw killing spree?

 

Honestly, this is getting ridiculous and very boring.

 

12 minutes ago, Greavsy said:

Getting?  😛😄 

What it was was an attempt to answer the question in the OP. Anyone who believes the governments fan led review will lead to anything is deluded and it wouldn't need to be S&J, they could happily ease out the door and sell up to an "investor".

[essex canary 491]

Just now, BigFish said:

 

 

What it was was an attempt to answer the question in the OP. Anyone who believes the governments fan led review will lead to anything is deluded and it wouldn't need to be S&J, they could happily ease out the door and sell up to an "investor".

Indeed. Why trust the Government these days or anyone else for that matter though hopefully the 'anyone else' is still a better bet and the issue is entirely hypothetical and boring?

From where we stand getting the Trust up to 11% would require existing minority shareholders to donate around 50% of their holdings to them. Even then perhaps it could be thwarted by a new share issue to get back over the 90% if that was really the intention? I genuinely hope and believe on the balance of probability that it wouldn't be.

[Canary Wundaboy 1,358]

16 hours ago, PurpleCanary said:

It is not the 10,000 -share holding that used to belong to the old supporters' trust, which fell into abeyance years ago. I suspect the Americas have their eye on that, and also on the 23,000-share ex-Jimmy Jones holding.

Can anyone shed light on this for me, what does it mean when shares fall into abeyance, and who is Jimmy Jones/has those 23,000 shares now? It could just be my youth/ignorance but 23k doesn’t sound like a small number of shares to be knocking about?

[GMF 736]

5 minutes ago, Canary Wundaboy said:

Can anyone shed light on this for me, what does it mean when shares fall into abeyance, and who is Jimmy Jones/has those 23,000 shares now? It could just be my youth/ignorance but 23k doesn’t sound like a small number of shares to be knocking about?

Jimmy Jones was vice chairman under Robert Chase in the 1980’s and 1990’s, before Delia and Michael came on the scene.

It’s currently the third largest shareholder in the Club, approximately 3.7% of all shares, but reliable sources indicate that they’re currently up for sale and, just maybe, heading Stateside 😉

[Canary Wundaboy 1,358]

5 minutes ago, GMF said:

Jimmy Jones was vice chairman under Robert Chase in the 1980’s and 1990’s, before Delia and Michael came on the scene.

It’s currently the third largest shareholder in the Club, approximately 3.7% of all shares, but reliable sources indicate that they’re currently up for sale and, just maybe, heading Stateside 😉

So the American is looking at buying up several of the smaller shareholdings, not just Foulger’s? Interesting.

[Ren 75]

39 minutes ago, Canary Wundaboy said:

So the American is looking at buying up several of the smaller shareholdings, not just Foulger’s? Interesting.

Bound to be.  in the short term I suspect they will be talking to the shareholders who have a decent holding to sell, and then they may work their way down the register and pick up shares from people who have a few 100 to sell. 

[Greavsy 2,412]

3 hours ago, GMF said:

Further details here.

https://www.pinkun.com/sport/norwich-city/ncfc-canaries-trust-buys-shares-from-archant-administrator-9205326

An administrator is a Court appointed official, legally answerable to the Court.

The primary aim for any administrator is to determine if the legal entity can survive, albeit usually in a revised form, typically through a sale to a third party.

If not, there’s a legal requirement for the administrator to maximise returns (in the form of dividend payments) to any secured and unsecured creditors.

The idea that an administrator can gift assets to third parties is a complete non-starter unless they are deemed worthless.

In this instance the administrator chose to run two separate rounds of bids, seeking best bids from existing larger shareholders in the Club.

The Trust’s offer was accepted after the second bidding round.

 Im not really well versed on this shareholder mullarky so please forgive my ignorance. 

Firstly well done on being 6th largest shareholder, obviously something you're proud of achieving given the social media presence about it I'm seei g today. However in simple terms can you advise what % of the shareholding does that give the Trust now please? 

What does that entitle you to do that you couldn't before (if anything of course) ? 

Are there plans to purchase further shares,  and if so what is the Trusts 'end goal'?  

I've never invested in the trust but myself and others in the same position as me may be interested in joining / contributing with a little more understanding. 

Thanks, any reply appreciated. 

[GMF 736]

11 minutes ago, Greavsy said:

 Im not really well versed on this shareholder mullarky so please forgive my ignorance. 

Firstly well done on being 6th largest shareholder, obviously something you're proud of achieving given the social media presence about it I'm seei g today. However in simple terms can you advise what % of the shareholding does that give the Trust now please? 

What does that entitle you to do that you couldn't before (if anything of course) ? 

Are there plans to purchase further shares,  and if so what is the Trusts 'end goal'?  

I've never invested in the trust but myself and others in the same position as me may be interested in joining / contributing with a little more understanding. 

Thanks, any reply appreciated. 

Taking your questions in turn, the 6th largest shareholding is equivalent to 1.25% of all ordinary shares.

It’s a modest amount in overall terms but, to give it some context, the 5th largest (the old trust) is 1.66% and the 3rd largest (Pleasure & Leisure Ltd) is 3.77%.

Then it’s Michael Foulger (15.98%) and Delia & Michael (53.06%).

In terms of entitlement, anyone holding more than 100 ordinary shares can, in theory, be a board member; however, in practice, that’s very much by invitation of the board.

The primary objective of the trust has always been to raise funds to acquire more shares and that will continue as long as the club retains its current structure.