New Board Director Confirmed - Mark Attanasio

[Diane 500]

He needs to learn its a  pitch not a field and that we re a City not Town 🤣

Seriously i thought he came over really well 💚💛

[PurpleCanary 5,554]

Interesting interviews.  I know the pink un has a transcript of the Attanasio one but there are sometimes nuances and emphases to be picked up by listening.

Attanasio is an experienced interviewee but he seemed quite genuine  when he was saying very nice things about Norwich City and the people who run it. He was particularly complimentary about Webber and Ward, and I noticed that S&J were also very much singing Ward’s praises, listing her impressive CV and her contribution.

There was more than one reference, from S&J and Attanasio, to perhaps borrowing analytics from baseball, as in this quote from him:

“The Fenway Sports Group found a lot of what they did with the Red Sox was transferable to Liverpool. I know what it is. We have all of that same knowledge here in our baseball club. In terms of analytics, training, different methodologies. » 

The question of future funding for NCFC was not gone into, but Richard Ressler also got a couple of mentions, including that he was part of Attanasio’s investment in us,* but that was not followed up by the interviewer, so no extra detail:

“A very close friend from college of mine, Richard Ressler, is also investing in this with me.”

But there was a sense Ressler would be influential going forward, and might be a name to watch out for:

“Regarding finance, and I call it my day job, I have built a money firm with a couple of partners and we manage about $42 billion. From the financial sophistication standpoint, I feel very comfortable in that area. I mentioned Richard Ressler. He has built a big real estate group, so in terms of real expertise he will have a point of view to funnel in.”

Attansio said he understood the financial constraints at Norwich City (Richard Scudamore told him he would find the books at NCFC were “very clean”) and seemed to approve, citing examples of clubs that had spent unwisely, but he also stressed that in his business it was necessary to be bold, to stop falling back:

“You have to be careful but you also have to take risks. If you don't you probably are not going to succeed. They do take risks at Norwich City, but they are measured risks.” “Prudence with ambition” for the 21st century!

The single most ear-catching revelation was this:

“When you are a professional sports owner in the United States, folks reach out to you. We probably had our first outreach within five years to look at various soccer clubs. This is the first one that really resonated with me. The only one of at least half a dozen that we actually went on a due diligence trip for.”

Oddly, I emailed someone yesterday, saying what had gone on was a courtship, and Attanasio pretty much says the same, talking about dating and being pre-approved, and I added some thoughts about the future:

“This courtship has been going on for months so both parties already know a fair bit about each other and would not be taking this director/investment step unless both thought there was a long-term future in the relationship. Attanasio is a very busy man but seemingly has decided NCFC is worth his precious time. 

“Apparently he has been thinking for a while of getting involved in a UK football club. What he will want to see from the inside is a club that is well-run (not perfectly – no club is!) and with significant potential for expansion. Literally in terms of capacity (I think Bailey is quite right about that, and Ricardo may after all see it in his lifetime!) but generally in terms of maximising football and non-football revenue. 

“I have said before that I can see at least one new US director, with expertise in those areas, joining the board. 

“For their part S&J will want to see that Attanasio can be trusted to be as community-minded an owner/custodian of the club as they have been. If both parties are satisfied on those major points then the obvious step would be for Attanasio to take over.”

 

 

Edited September 14, 2022 by PurpleCanary

[TIL 1010 4,722]

3 hours ago, essex canary said:

Huge credit to Michael Foulger for a strategically planned exit strategy which has resulted in the Club being able to bring some much needed fresh perspectives into the Boardroom.

 

 

Foulger, who joined the club alongside current joint majority shareholders Delia Smith and Michael Wynn Jones in 1996, will vacate his seat on the board at the end of the season, having agreed to oversee a transition period over the coming months. Following this, Foulger will take up a new role of honorary vice president.

[Bert 236]

So other than MF who else sold shares to the American?

[nutty nigel 7,509]

7 minutes ago, Bert said:

So other than MF who else sold shares to the American?

Still haggling...

[PurpleCanary 5,554]

1 hour ago, PurpleCanary said:

 

Oddly, I emailed someone yesterday, saying what had gone on was a courtship, and Attanasio pretty much says the same, talking about dating and being pre-approved, and I added some thoughts about the future:

“This courtship has been going on for months so both parties already know a fair bit about each other and would not be taking this director/investment step unless both thought there was a long-term future in the relationship. Attanasio is a very busy man but seemingly has decided NCFC is worth his precious time. 

“Apparently he has been thinking for a while of getting involved in a UK football club. What he will want to see from the inside is a club that is well-run (not perfectly – no club is!) and with significant potential for expansion. Literally in terms of capacity (I think Bailey is quite right about that, and Ricardo may after all see it in his lifetime!) but generally in terms of maximising football and non-football revenue. 

“I have said before that I can see at least one new US director, with expertise in those areas, joining the board. 

“For their part S&J will want to see that Attanasio can be trusted to be as community-minded an owner/custodian of the club as they have been. If both parties are satisfied on those major points then the obvious step would be for Attanasio to take over.”

 

 

I think that from yesterday stands up reasonably well, now having heard both interviews. The point is that Attanasio may have a good impression of the club from the outside, but he will only really know how true or not that is by getting on the inside. And equally S&J will want to see Attanasio in action as a director.

[PurpleCanary 5,554]

On 14/09/2022 at 16:21, PurpleCanary said:

Interesting interviews.  I know the pink un has a transcript of the Attanasio one but there are sometimes nuances and emphases to be picked up by listening.

Attanasio is an experienced interviewee but he seemed quite genuine  when he was saying very nice things about Norwich City and the people who run it. He was particularly complimentary about Webber and Ward, and I noticed that S&J were also very much singing Ward’s praises, listing her impressive CV and her contribution.

There was more than one reference, from S&J and Attanasio, to perhaps borrowing analytics from baseball, as in this quote from him:

“The Fenway Sports Group found a lot of what they did with the Red Sox was transferable to Liverpool. I know what it is. We have all of that same knowledge here in our baseball club. In terms of analytics, training, different methodologies. » 

The question of future funding for NCFC was not gone into, but Richard Ressler also got a couple of mentions, including that he was part of Attanasio’s investment in us,* but that was not followed up by the interviewer, so no extra detail:

“A very close friend from college of mine, Richard Ressler, is also investing in this with me.”

But there was a sense Ressler would be influential going forward, and might be a name to watch out for:

“Regarding finance, and I call it my day job, I have built a money firm with a couple of partners and we manage about $42 billion. From the financial sophistication standpoint, I feel very comfortable in that area. I mentioned Richard Ressler. He has built a big real estate group, so in terms of real expertise he will have a point of view to funnel in.”

Attansio said he understood the financial constraints at Norwich City (Richard Scudamore told him he would find the books at NCFC were “very clean”) and seemed to approve, citing examples of clubs that had spent unwisely, but he also stressed that in his business it was necessary to be bold, to stop falling back:

“You have to be careful but you also have to take risks. If you don't you probably are not going to succeed. They do take risks at Norwich City, but they are measured risks.” “Prudence with ambition” for the 21st century!

The single most ear-catching revelation was this:

“When you are a professional sports owner in the United States, folks reach out to you. We probably had our first outreach within five years to look at various soccer clubs. This is the first one that really resonated with me. The only one of at least half a dozen that we actually went on a due diligence trip for.”

Oddly, I emailed someone yesterday, saying what had gone on was a courtship, and Attanasio pretty much says the same, talking about dating and being pre-approved, and I added some thoughts about the future:

“This courtship has been going on for months so both parties already know a fair bit about each other and would not be taking this director/investment step unless both thought there was a long-term future in the relationship. Attanasio is a very busy man but seemingly has decided NCFC is worth his precious time. 

“Apparently he has been thinking for a while of getting involved in a UK football club. What he will want to see from the inside is a club that is well-run (not perfectly – no club is!) and with significant potential for expansion. Literally in terms of capacity (I think Bailey is quite right about that, and Ricardo may after all see it in his lifetime!) but generally in terms of maximising football and non-football revenue. 

“I have said before that I can see at least one new US director, with expertise in those areas, joining the board. 

“For their part S&J will want to see that Attanasio can be trusted to be as community-minded an owner/custodian of the club as they have been. If both parties are satisfied on those major points then the obvious step would be for Attanasio to take over.”

 

 

A few extra thoughts, partly helped by now having seen the Athletic piece from a couple of days ago.

One question I haven’t seen the definitive answer to is who is buying what. I think Attanasio as an individual is buying Foulger’s shares. But who is buying £10m worth (in real money) of the C Preference shares? Is it Attanasio as an individual, or his company, and has his friend Richard Ressler put in some money?

According to The Athletic shareholders on Monday agreed a resolution that the C shares would not be available to anyone else. There seems some uncertainty about whether this is the case, but if true it would not surprise me. As Shef and I said when the resolutions were published, this was all in effect a one-off deal for one person.

And if true and if as is possible Attanasio pays £1 a share for all 10m then there is not the problem that would otherwise arise with that, of the price in effect having been set absurdly low for other potential buyers to profit from. Since there could be no other buyers.

Less academic are two questions not really touched or at least not fully explained in those interviews by S&J and Attanasio.

Will this end in Attanasio taking over? At one point MWJ said something about them not getting any younger but otherwise the question was left hanging. One frequent complaint here from some posters has been that S&J were only ever looking for minority investment rather than majority, but that always rather missed the point that the former can lead to the latter, as it might here.

The other question is how this came about. One narrative that has got accepted , and reasonably so, is that the club was the prime mover. Foulger told S&J he wanted to sell and they saw that as the perfect chance to seek investment, having for some time been actively open to the idea. And S&J said in the interview that Webber and Ward had worked very hard on this.

But did they then specifically find Attanasio or did he find them, or a bit of both? The Athletic has this gnomic paragraph:

“It began in spring with an email that caught the eye of Norwich finance director Anthony Richens. It broached the idea of possible investment and a little bit of digging uncovered a lot of opportunity. By May, the framework for a possible way forward had made enough headway to arrange a visit from Attanasio, his sons, business partner Richard Ressler and key Brewers’ personnel, as well as those helping to arrange a possible deal.”

The implication is that this email sparked things off and that it was from Attanasio or someone closely connected with him, but oddly it doesn’t actually say that. If so though, had feelers we had already put out in the US reached him, or had we been independently recommended to him? Either way...🤓

Edited September 16, 2022 by PurpleCanary

[Midlands Yellow 3,942]

Nice sneakers and nice red dress. 

[shefcanary 2,388]

15 minutes ago, PurpleCanary said:

The implication is that this email sparked things off and that it was from Attanasio or someone closely connected with him, but oddly it doesn’t actually say that. If so though, had feelers we had already put out in the US reached him, or had we been independently recommended to him? Either way...🤓

I would expect Attanasio probably had representatives in a Sporting Investment company cold calling clubs in the UK on his behalf. I say this because in his interview Attanasio covered a growing portfolio of sporting investments Ressler and he have made as well as the regular conversations he seems to have with FSG.

I doubt that email came directly from Attanasio, but the narrative within it was probably substantially different from the normal cold calling an FD would receive and thus stimulated the further digging.   

[ncfcstar 287]

7 minutes ago, shefcanary said:

I would expect Attanasio probably had representatives in a Sporting Investment company cold calling clubs in the UK on his behalf. I say this because in his interview Attanasio covered a growing portfolio of sporting investments Ressler and he have made as well as the regular conversations he seems to have with FSG.

I doubt that email came directly from Attanasio, but the narrative within it was probably substantially different from the normal cold calling an FD would receive and thus stimulated the further digging.   

Ah see I think it was the other way round, from listening to his interview.  It sounds like (to me), that we'd contracted with an agency to make it known that there was an opportunity to invest in the club.  They contacted Attanasio through the Werner connection at FSG/Red Sox, and he was receptive...hence the email then appeared in Anthony Richens' inbox.

[PurpleCanary 5,554]

Down Memory Lane. A post from 2013 about events in 2010:

You miss the point of what [Joe] Kosich was trying to do and what his target audience was. He was not talking to Norwich City fans, or would-be UK investors, who might be able to work out that the third tier was a blip and that we would at least get back to the Championship. His target audience consisted of mega-rich Americans who might want to buy into soccer, but who would never have dreamed of looking below the Premier League. As evidenced by John Henry, who admitted he knew very little about Liverpool when considering a takeover. If he was so uneducated about one of the most famous clubs in the world then the extent of knowledge of the average US billionaire sports fan of third-tier Norwich City can be easily guessed at. Kosich was trying to point people our way. Of course he had his own reasons. He fancied being part of any deal. And, given bits of his track record (Tranmere and all), it was easy to deride him. But he wasn''t wrong. 

[essex canary 492]

3 hours ago, ncfcstar said:

Ah see I think it was the other way round, from listening to his interview.  It sounds like (to me), that we'd contracted with an agency to make it known that there was an opportunity to invest in the club.  They contacted Attanasio through the Werner connection at FSG/Red Sox, and he was receptive...hence the email then appeared in Anthony Richens' inbox.

According to the Club's statements MF approached the Club to sell his shares and club staff then worked on finding a suitor, this in some senses seems to contradict the Clubs stance that the transaction was 'private'. We are now also in a situation in which both buyer and seller are serving on the same Board. Perhaps it is also the case that Michael Bailey is privy to information upon the transaction to which shareholders haven't been? Therefore a belief that the Club should disclose the details of the ordinary share transaction to shareholders.

The question I asked at the meeting on Monday was regarding the legitimacy of the apparent intention to sell the C Preference Shares to only one purchaser. In asking that question I cited a 25 year old quote from the then Shareholders Association concerning Companies Act requirements for shareholders to be treated equitably. No clear response was received,

Given that I don't think we have a Shareholders Association now and that the likes of the OSP or Canaries Trust dont appear to have the remit, I suppose there are no mechanisms for getting clear answers? 

[NewNestCarrow 190]

6 hours ago, PurpleCanary said:

A few extra thoughts, partly helped by now having seen the Athletic piece from a couple of days ago.

One question I haven’t seen the definitive answer to is who is buying what. I think Attanasio as an individual is buying Foulger’s shares. But who is buying £10m worth (in real money) of the C Preference shares? Is it Attanasio as an individual, or his company, and has his friend Richard Ressler put in some money?

According to The Athletic shareholders on Monday agreed a resolution that the C shares would not be available to anyone else. That doesn’t surprise me. As Shef and I said when the resolutions were published, this was all in effect a one-off deal for one person....

 

But this resolution was not listed in the letter to shareholders, and apparently there was also a not-listed resolution allowing someone without shares to become a director. That is all rather naughty even if a bit academic.

 

What's actually a bit naughty is propagating an untruth.

Resolution 3 was to adopt the new Articles of Association, "to the exclusion of the Company's existing articles..." So clearly changes were being made to the Articles.

While it may have been preferable for the club to have produced a 'What is changing' summary (like banks do for retail customers) it is absolutely not true that the 'director without shares' change was somehow smuggled in without notification.

[essex canary 492]

7 minutes ago, NewNestCarrow said:

What's actually a bit naughty is propagating an untruth.

Resolution 3 was to adopt the new Articles of Association, "to the exclusion of the Company's existing articles..." So clearly changes were being made to the Articles.

While it may have been preferable for the club to have produced a 'What is changing' summary (like banks do for retail customers) it is absolutely not true that the 'director without shares' change was somehow smuggled in without notification.

As an attendee at the meeting I wasn't aware of any changes being made to the Resolutions from the original letter other than the errata changes to the Articles under resolution 3.

I dont think it was made entirely clear either that only 1 person or party would be buying the C Preference shares. My question raised that possibility but I think the answer only asserted the Resolution without further elaboration. Also as others have suggested perhaps MF has retained a token number of shares though perhaps this is something else the Club should clarify?

Edited September 15, 2022 by essex canary

[NewNestCarrow 190]

4 minutes ago, essex canary said:

As an attendee at the meeting I wasn't aware of any changes being made to the Resolutions from the original letter other than the errata changes to the Articles under resolution 3.

I dont think it was made entirely clear either that only 1 person or party would be buying the C Preference shares. My question raised that possibility but I think the answer only asserted the Resolution without further elaboration. Also as others have suggested perhaps MF has retained a token number of shares though perhaps this is something else the Club should clarify?

You use the word "errata".  Where does this word appear on the original letter (I assume you mean the Notice of General Meeting?)

[essex canary 492]

7 minutes ago, NewNestCarrow said:

You use the word "errata".  Where does this word appear on the original letter (I assume you mean the Notice of General Meeting?)

I meant that there were minor changes to the Articles of Association reported verbally at the meeting relative to those previously distributed. Nothing of real substance in relation to the proposed transactions as far as I understood.

[NewNestCarrow 190]

1 minute ago, essex canary said:

I meant that there were minor changes to the Articles of Association reported verbally at the meeting relative to those previously distributed. Nothing of real substance in relation to the proposed transactions as far as I understood.

So you didn't check to see what changes were being proposed?

With a (potential) holding of £100k wouldn't that have been a good idea?

[Kathy 733]

3 hours ago, NewNestCarrow said:

So you didn't check to see what changes were being proposed?

With a (potential) holding of £100k wouldn't that have been a good idea?

There were two errors in the documentation that had been circulated, so before Resolution 3 could be voted on, another vote was held to accept the edit. 'Reused' should have read 'refused', and the Equity values should be Preference A shares £9765 instead of £9675 and preference B shares £14052 instead of £14000. These edits were carried by votes in the room.

[MrBunce 245]

On 27/08/2022 at 11:37, MrBunce said:

3. One final mystery solved. People were wondering why a resolution was needed to appoint MA to the board. That is because they've changed the qualification requirements for a board member (article 11). Previously directors had to own 100 ordinary shares (I recall this being controversial to some). Now a director can also be appointed via a general resolution. That is resolution 4 (which is, perhaps, incorrectly labelled as a special resolution... ). Those with sharp eyes will note therefore, that if resolution 3 (amending the articles) fails, then resolution 4 (appointing MA as a director) becomes void. I can only think that MA does not own any shares (that he may or may not have bought from Foulger) personally, rather through a corporate entity. 

R.E. Appointing a director who does not hold shares, I pointed this out several weeks ago (see above). 

On the corrections to the articles, perhaps @GMF (or another eagle eyed reader) pointed these out to the club. We agreed the figures for the number of shares were incorrect and should be amended. Ultimately, those don't make a substantive difference. Just sloppy work. 

[kick it off 1,948]

Thought Attanasio came across really well in the interview. I like him 👍

[PurpleCanary 5,554]

14 hours ago, NewNestCarrow said:

What's actually a bit naughty is propagating an untruth.

Resolution 3 was to adopt the new Articles of Association, "to the exclusion of the Company's existing articles..." So clearly changes were being made to the Articles.

While it may have been preferable for the club to have produced a 'What is changing' summary (like banks do for retail customers) it is absolutely not true that the 'director without shares' change was somehow smuggled in without notification.

You're right. I was assuming there was a separate resolution, but it is tucked away there in the AoAs, so i have deleted all that.

[PurpleCanary 5,554]

9 hours ago, MrBunce said:

R.E. Appointing a director who does not hold shares, I pointed this out several weeks ago (see above). 

On the corrections to the articles, perhaps @GMF (or another eagle eyed reader) pointed these out to the club. We agreed the figures for the number of shares were incorrect and should be amended. Ultimately, those don't make a substantive difference. Just sloppy work. 

You did, and i should have remembered it! The to my mind more interesting question is whether these C Preference shares will only be available to one person, ie to Attanasio, as The Athletic said, or to others. As per the question raised by Essex, there seems to be some doubt on what the AoA actually mean here. Do you have any information?

[GMF 736]

56 minutes ago, PurpleCanary said:

You're right. I was assuming there was a separate resolution, but it is tucked away there in the AoAs, so i have deleted all that.

Like many, I was initially wondering why there was a general resolution to appoint Attanasio as a club director. @MrBunce was the first to spot why, as reminded above.

Did the Club produce revised Memorandum and Articles of Association that were legally compliant, almost certainly, yes, albeit with a few sloppy typos and several areas where the drafting left scope for questions, which they wouldn’t answer. Trying to unravel the changes and revisions was certainly challenging.

Ultimately, shareholders were asked to make a leap of faith, without any foresight as to what was coming over the horizon, but there’s the opportunity to secure a £10m equity injection, which has to be welcomed.

[PurpleCanary 5,554]

11 minutes ago, GMF said:

Like many, I was initially wondering why there was a general resolution to appoint Attanasio as a club director. @MrBunce was the first to spot why, as reminded above.

Did the Club produce revised Memorandum and Articles of Association that were legally compliant, almost certainly, yes, albeit with a few sloppy typos and several areas where the drafting left scope for questions, which they wouldn’t answer. Trying to unravel the changes and revisions was certainly challenging.

Ultimately, shareholders were asked to make a leap of faith, without any foresight as to what was coming over the horizon, but there’s the opportunity to secure a £10m equity injection, which has to be welcomed.

Thanks, GMF. I think the club could have been a bit more-user friendly in explaining in simple English the meaning of the AoA in particular, since it seems still to leave one important question unanswered. But it was never going to map out for shareholder/supporters a long-term plan, not least because it may not know itself what the long-term plan is. So it had to be a leap of faith based on an initial boost of £10m.

[MrBunce 245]

3 hours ago, PurpleCanary said:

You did, and i should have remembered it! The to my mind more interesting question is whether these C Preference shares will only be available to one person, ie to Attanasio, as The Athletic said, or to others. As per the question raised by Essex, there seems to be some doubt on what the AoA actually mean here. Do you have any information?

The AoA doesn't set out whether the C Preference shares would be owned by a single holder or multiple holders (I had initially thought perhaps a single holder when I saw an extract, but reading the whole AoA made that inference incorrect - there's an additional clause in effect saying you can read 'holder' as 'holders' if applicable).

We simply won't find out until either: (a) it's reported in the media; or (b) the allotment of shares form is filed at Companies House.

From professional experience I think it's likely that the C Shares will be held by a corporate entity. This entity will likely either be a UK Ltd owned by a Delaware LLC (or perhaps the UK Ltd might be owned by the investor). This is a common way for US investors to structure investments into the UK. Just before posting, I checked how Liverpool is owned and it is via this structure (UK Ltd owned by a Delaware LLC). Given Mr Attanasio's comments in his interview, I would wager the Delaware LLC (or whichever holding company) would be partly owned by him and partly owned by Richard Ressler, whom Mr Attanasio said was investing alongside him.

[shefcanary 2,388]

2 hours ago, GMF said:

Ultimately, shareholders were asked to make a leap of faith, without any foresight as to what was coming over the horizon, but there’s the opportunity to secure a £10m equity injection, which has to be welcomed.

 

3 minutes ago, MrBunce said:

Given Mr Attanasio's comments in his interview, I would wager the Delaware LLC (or whichever holding company) would be partly owned by him and partly owned by Richard Ressler, whom Mr Attanasio said was investing alongside him.

I think the problem with the relatively relaxed attention to detail in all the company secretarial elements here remains, what happens if the current intentions of the Board (the period of due diligence by Smith & Jones and Attanasio, in which if everything seems tickety-boo Attanasio completes a takeover) and the leap of faith taken by shareholders does not accrue, has the impact of these resolutions left a door open for an outcome no-one would really want? This is where my technical legal capability has run out and can't get my head around.

Hypothetically consider the situation triggered where Attanasio calls it off and all parties fall out, leading him to demand his £10m (if that is what he invests in the C Prefs) immediately and the club for whatever reason doesn't have it. Could he, or a more unscrupulous third party via the Delaware LLC, drive the club into administration with a pre-pack ready to take over the club? Fairly remote, but it would only take a couple of relegations to lead us there ....

Of course, it all looks a fairly remote outcome now, but.. 

[NewNestCarrow 190]

4 minutes ago, shefcanary said:

 

I think the problem with the relatively relaxed attention to detail in all the company secretarial elements here remains, what happens if the current intentions of the Board (the period of due diligence by Smith & Jones and Attanasio, in which if everything seems tickety-boo Attanasio completes a takeover) and the leap of faith taken by shareholders does not accrue, has the impact of these resolutions left a door open for an outcome no-one would really want? This is where my technical legal capability has run out and can't get my head around.

Hypothetically consider the situation triggered where Attanasio calls it off and all parties fall out, leading him to demand his £10m (if that is what he invests in the C Prefs) immediately and the club for whatever reason doesn't have it. Could he, or a more unscrupulous third party via the Delaware LLC, drive the club into administration with a pre-pack ready to take over the club? Fairly remote, but it would only take a couple of relegations to lead us there ....

Of course, it all looks a fairly remote outcome now, but.. 

We have already been through this with the Turners, so suspect the current Board think they are adequately prepared.

In any case, I would hope that the legal agreement ensures the safety of NCFC (any loan repayment being under manageable terms)  

[essex canary 492]

2 hours ago, GMF said:

Like many, I was initially wondering why there was a general resolution to appoint Attanasio as a club director. @MrBunce was the first to spot why, as reminded above.

Did the Club produce revised Memorandum and Articles of Association that were legally compliant, almost certainly, yes, albeit with a few sloppy typos and several areas where the drafting left scope for questions, which they wouldn’t answer. Trying to unravel the changes and revisions was certainly challenging.

Ultimately, shareholders were asked to make a leap of faith, without any foresight as to what was coming over the horizon, but there’s the opportunity to secure a £10m equity injection, which has to be welcomed.

Using the classification at Note 23 of the Accounts, isn't it the case that the £10 million will not be classified as 'Equity interest' but as 'Interest in shares classified as financial liabilities?'

It will also be somewhat different to other financial liabilities entered into in the past such as B Preference Shares which have only been redeemable following promotion seasons and the loans given in the past by S&J&F. That is why I voted against and why I suspect Shef makes the comments he does.

There seem to be a fundamental error in the Clubs Accounts at Note 23 which has persisted for a number of years in that the entry for B Preference Shares does not cross reference to Notes 18 and 19 in the same way as for A Preference Shares. I think the entry in the 2021 Accounts Note 23 for B Preference Shares should have been £100 each for liability of (£"000) 1,419. 

Following on from the last point it is interesting that the number of B Preference Shares has been reported consistently at 14,186 for the last 3 years but is apparently now reported as 14,052. Having relinquished 50 myself in 2020, I queried this with the Club who admitted the error and said it would be corrected in 2021 Accounts. It wasn't!

Transposing 9,675 as 9,765. Really!

Note 8  of the AA's still claims that shareholding confirs 'Full' membership of the Club despite the fact that the Company Secretary has advised me that it doesn't apply to 'Away Membership' alongside informing me that they had issued 8 memberships on that basis which they would correct. Really!

Administrative attention to detail appalling. As Shef states there is a danger of this becoming serious.

[MrBunce 245]

1 hour ago, shefcanary said:

 

I think the problem with the relatively relaxed attention to detail in all the company secretarial elements here remains, what happens if the current intentions of the Board (the period of due diligence by Smith & Jones and Attanasio, in which if everything seems tickety-boo Attanasio completes a takeover) and the leap of faith taken by shareholders does not accrue, has the impact of these resolutions left a door open for an outcome no-one would really want? This is where my technical legal capability has run out and can't get my head around.

Hypothetically consider the situation triggered where Attanasio calls it off and all parties fall out, leading him to demand his £10m (if that is what he invests in the C Prefs) immediately and the club for whatever reason doesn't have it. Could he, or a more unscrupulous third party via the Delaware LLC, drive the club into administration with a pre-pack ready to take over the club? Fairly remote, but it would only take a couple of relegations to lead us there ....

Of course, it all looks a fairly remote outcome now, but.. 

@shefcanary I wouldn't worry too much about that. The AoA limit the right to redeem the C Shares to either after 12 September 2029 or one of the trigger events mentioned previous. In short, it is exceptionally unlikely to happen.

As to your other point, there is the possibility of the outcome no-one would want. But I think the overall mechanism appears to be quite elegantly and thoughtfully put together (assuming that all our presumptions are accurate given we are very much in the dark). The execution leaves a little bit to be desired.

[Capt. Pants 4,201]

Finally got time to watch the interview. Came across really well although more like a CEO than a hands off investor.

Richard Ressler gets a mention 3 times. May be an important player behind the scenes that the club probably doesn't know much about at this stage.

My take away from this is he wants to move forward, and fairly quickly. Exciting times indeed.