New Board Director Confirmed - Mark Attanasio

[nutty nigel 7,535]

4 minutes ago, PurpleCanary said:

Nutty, if you mean does one transaction like this set a price for others it doesn’t, especially as this was a private deal not involving the club. And in this case I think the sellers were duty-bound to get as good a price as possible.

One possible oddity about the Attanasio purchase is that it may be the first time that Norwich City has sold shares with a nominal value of £1 at £1…🤓

I get that👍

But am I right in thinking that just because that was the best price the administrators could get for that share block doesn't mean it's the most someone would pay for another share block. I think each transaction is between the parties involved at that specific time.

[PurpleCanary 5,562]

9 hours ago, nutty nigel said:

I get that👍

But am I right in thinking that just because that was the best price the administrators could get for that share block doesn't mean it's the most someone would pay for another share block. I think each transaction is between the parties involved at that specific time.

I think you are right about that.

[GMF 744]

Ooh, step away for most of yesterday day and it looks like I’ve missed the fun! 🤩 

Bottom line is that the administration’s report has been out for a couple of months, so, perhaps the biggest surprise is that it wasn’t picked up already. Anyway, it is what it is and it’s no big deal, really.

As I’ve mentioned previously, there were two rounds of bidding and we finished top - others obviously bid less!

And, in relation to some of the subsequent comments, as the old saying goes, “one swallow doesn’t make a summer.”  I wouldn’t expect a single transfer to benchmark the price for other subsequent sales. They’re worth whatever someone is willing to offer for them. 

[BigFish 1,987]

21 minutes ago, GMF said:

Ooh, step away for most of yesterday day and it looks like I’ve missed the fun! 🤩 

Bottom line is that the administration’s report has been out for a couple of months, so, perhaps the biggest surprise is that it wasn’t picked up already. Anyway, it is what it is and it’s no big deal, really.

As I’ve mentioned previously, there were two rounds of bidding and we finished top - others obviously bid less!

And, in relation to some of the subsequent comments, as the old saying goes, “one swallow doesn’t make a summer.”  I wouldn’t expect a single transfer to benchmark the price for other subsequent sales. They’re worth whatever someone is willing to offer for them. 

It is instructive though. Well played to you guys, if the Attanasio deal becomes a thing you have a bargain and the Trust will need to decide what to do with the profit and if it doesn't become a thing the Trust has increased its shareholding. Win win really.

[Diane 500]

On 05/11/2022 at 11:01, BigFish said:

It is instructive though. Well played to you guys, if the Attanasio deal becomes a thing you have a bargain and the Trust will need to decide what to do with the profit and if it doesn't become a thing the Trust has increased its shareholding. Win win really.

Dont understand your post, do you mean if Attanasio deal turns into a takeover all our shares will be worthless? 

[essex canary 496]

On 04/11/2022 at 23:17, PurpleCanary said:

 

One possible oddity about the Attanasio purchase is that it may be the first time that Norwich City has sold shares with a nominal value of £1 at £1…🤓

False.

Tom Smith's and Ed Ball's acquisition of 100 ordinary shares apiece upon joining the Board in 2016.

[essex canary 496]

On 04/10/2022 at 16:25, wcorkcanary said:

Yaaaaaawnio !!! So he shouldnt get any advantage, but with far less input, you should..ie season ticket in perpetuity. 

HYPOCRITE!!! 

 

Perhaps some of the true hypocrits identified in my response above to Purple?

 

Edited November 6, 2022 by essex canary

[shefcanary 2,408]

31 minutes ago, Diane said:

Dont understand your post, do you mean if Attanasio deal turns into a takeover all our shares will be worthless? 

If Attanasio attempts a 100% takeover, he will have to pay minority shareholders the same rate per share as he has paid to shareholders he'd already paid out for that put him in the position to go for a full takeover. The likelihood though is he probably would never go for a full takeover if he has gained 75% or more of issued shares, as effectively there would be very few circumstances in which he couldn't do what he wanted to do in running the club.

So don't panic Diane.

[PurpleCanary 5,562]

1 hour ago, essex canary said:

False.

Tom Smith's and Ed Ball's acquisition of 100 ordinary shares apiece upon joining the Board in 2016.

Fine, but apart from those deals...

[PurpleCanary 5,562]

1 hour ago, shefcanary said:

If Attanasio attempts a 100% takeover, he will have to pay minority shareholders the same rate per share as he has paid to shareholders he'd already paid out for that put him in the position to go for a full takeover. The likelihood though is he probably would never go for a full takeover if he has gained 75% or more of issued shares, as effectively there would be very few circumstances in which he couldn't do what he wanted to do in running the club.

So don't panic Diane.

Just to clarify, if Attanasio got to a 30 per cent holding of the controlling Ordinary shares it would then be regarded as a potential takeover and he would have to offer to buy out everyone's else's shares, and at whatever was the highest price he had paid to reach 30 per cent. But no-one would be forced to to sell to him. 

If he were to get to 90 pert cent then he would have the power to forcibly buy the remaining 10 per cent, again I think at whatever was the highest price he had paid to that point. It would be up to him whether he exercised that option.

Shef's point about even a 75 per cent holding being quite sufficient for in effect total control is correct. However 100 per cent ownership is quite common in the US and I believe that is the situation with Attanasio's Milwaukee Brewers, so he might want to go down that path.

[GMF 744]

2 hours ago, PurpleCanary said:

Just to clarify, if Attanasio got to a 30 per cent holding of the controlling Ordinary shares it would then be regarded as a potential takeover and he would have to offer to buy out everyone's else's shares, and at whatever was the highest price he had paid to reach 30 per cent. But no-one would be forced to to sell to him. 

If he were to get to 90 pert cent then he would have the power to forcibly buy the remaining 10 per cent, again I think at whatever was the highest price he had paid to that point. It would be up to him whether he exercised that option.

Shef's point about even a 75 per cent holding being quite sufficient for in effect total control is correct. However 100 per cent ownership is quite common in the US and I believe that is the situation with Attanasio's Milwaukee Brewers, so he might want to go down that path.

In what follows, “if” is doing a lot of heavy lifting. However, here goes.

We’re informed that Attanasio has already acquired Michael Foulger’s shares (98,200) which is 15.98% of the existing share capital.

It’s understood that the Jones family shares (23,278) are also up for sale, with MA the natural purchase.

There’s also (albeit unsubstantiated) rumours that he’s also taken the RG Carter (7,500) and old trust (10,219) shares, which, if confirmed, would give MA a revised shareholding of 139,197 shares. Or approximately 22.5% existing shares.

Where things would then get interesting would be if the C-preference shares were then converted into ordinary shares in seven years time. As @MrBunce has previously indicated, this would give MA another 68,546 shares, or 207,743 shares out of the increased total of 685,459. A quick bit of maths, would give MA a revised shareholding of 30.31%. 

At this point @PurpleCanary point comes into play.

[essex canary 496]

3 hours ago, PurpleCanary said:

Fine, but apart from those deals...

Thin end of the wedge.

Maybe we should call it an 'iznop' scheme.

Those familiar with 'ponzi' will get the drift.

[essex canary 496]

14 minutes ago, GMF said:

In what follows, “if” is doing a lot of heavy lifting. However, here goes.

We’re informed that Attanasio has already acquired Michael Foulger’s shares (98,200) which is 15.98% of the existing share capital.

It’s understood that the Jones family shares (23,278) are also up for sale, with MA the natural purchase.

There’s also (albeit unsubstantiated) rumours that he’s also taken the RG Carter (7,500) and old trust (10,219) shares, which, if confirmed, would give MA a revised shareholding of 139,197 shares. Or approximately 22.5% existing shares.

Where things would then get interesting would be if the C-preference shares were then converted into ordinary shares in seven years time. As @MrBunce has previously indicated, this would give MA another 68,546 shares, or 207,743 shares out of the increased total of 685,459. A quick bit of maths, would give MA a revised shareholding of 30.31%. 

At this point @PurpleCanary point comes into play.

I guess he financed Sara this season. So no new players financed by him for 7 years whilst small shareholders wait for a settlement?

[BigFish 1,987]

5 hours ago, Diane said:

Dont understand your post, do you mean if Attanasio deal turns into a takeover all our shares will be worthless? 

Hi @Diane , in fact the opposite applies. As the various posts above touch on should Attansio's share holding rise above 30% he is compelled to offer to buy all the shareholdings in the remaining 70% at the highest price he paid within the last two years. At the point the shareholders, including the Trust, have a decision to make because this price is likely to be significantly higher than the original cost or the value that could be/or could have been achieved if no takeover was in play. Alternatively, if Attanasio walks away the likely value of the shares falls to whatever someone will pay and the Trust's purchase from the administrators of Archant shows this is not much. If S&J and a sufficient proportion of other shareholders accept this could take him above 90%. At that point the advantage of compulsion switches to the purchaser and he can clean out the reamining shareholders whether they like it or not. But the constraint remains that he would be required to pay the equivalent to the highest price he paid for a share in the last two years. If he gets to that point he would almost do this and rid himself of those pesky shareholders.

[NewNestCarrow 191]

4 hours ago, GMF said:

There’s also (albeit unsubstantiated) rumours that he’s also taken the RG Carter (7,500) and old trust (10,219) shares, which, if confirmed, would give MA a revised shareholding of 139,197 shares. Or approximately 22.5% existing shares.

Wouldn't it be logical for MA to have bought these other shares at the same time as the main C Pref purchase?   And if so, then wouldn't those purchases have shown up on the most recent Confirmation Statement? (dated 22.10.2022)

[GMF 744]

7 hours ago, NewNestCarrow said:

Wouldn't it be logical for MA to have bought these other shares at the same time as the main C Pref purchase?   And if so, then wouldn't those purchases have shown up on the most recent Confirmation Statement? (dated 22.10.2022)

Logically, yes. There was a board meeting scheduled for the 27 September and it’s possible that these transfers were pre-approved at that meeting, subject to HMRC confirming that the stamp duty has been paid. (There’s presently almost a two month delay in the processing and confirming payments). 

This said, it’s surprising that no other transactions are showing up on the October confirmation statement as approved in September - maybe the meeting didn’t happen? 

[essex canary 496]

8 minutes ago, GMF said:

Logically, yes. There was a board meeting scheduled for the 27 September and it’s possible that these transfers were pre-approved at that meeting, subject to HMRC confirming that the stamp duty has been paid. (There’s presently almost a two month delay in the processing and confirming payments). 

This said, it’s surprising that no other transactions are showing up on the October confirmation statement as approved in September - maybe the meeting didn’t happen? 

It would be interesting to know the Clubs position on transferring the Old Trusts shares to Atannasio who is now on their Board as opposed to helping to increase the shareholding of the Canaries Trust who they actively promote in their matchday programme and who would stand to more that double their shareholding if they were to obtain possession of what I understand were donations thrown in blankets by supporters during the 1957 crisis.

This issue is also interesting in terms of Atannasio's C share arrangement which could at least in theory create another financial crisis, the suggestion that a now Club President was acting in a Trustee role and the question of whom is entitled to claim any consideration paid.

Any Corporate Governance questions here?

[GMF 744]

46 minutes ago, essex canary said:

It would be interesting to know the Clubs position on transferring the Old Trusts shares to Atannasio who is now on their Board as opposed to helping to increase the shareholding of the Canaries Trust who they actively promote in their matchday programme and who would stand to more that double their shareholding if they were to obtain possession of what I understand were donations thrown in blankets by supporters during the 1957 crisis.

This issue is also interesting in terms of Atannasio's C share arrangement which could at least in theory create another financial crisis, the suggestion that a now Club President was acting in a Trustee role and the question of whom is entitled to claim any consideration paid.

Any Corporate Governance questions here?

To be honest, the old Trust are the same as any other shareholder, it is up to them what they choose to do with their shares, not the Club.

[essex canary 496]

38 minutes ago, GMF said:

To be honest, the old Trust are the same as any other shareholder, it is up to them what they choose to do with their shares, not the Club.

Who is 'them'? 

What is the point of the Board of the Football Club approving the transfers if they are not going to consider any potential conflicts of interest arising?

Also seems to conflict with 1998 Annual Report 'The Club 'sees the shareholder initiative as part of our ongoing policy of taking the Club back to it's supporters'. Is there a breach of trust?

Edited November 7, 2022 by essex canary

[GMF 744]

9 minutes ago, essex canary said:

Who is 'them'? 

What is the point of the Board of the Football Club approving the transfers if they are not going to consider any potential conflicts of interest arising?

“Them”, in this context is the shareholder - I thought that was explicit.

As far as the shares of the old Trust is concerned, the Trustees will be governed by the Trust deed.

Personally, I’m struggling to see the conflict of interests to which you infer.

[Nuff Said 5,141]

9 minutes ago, GMF said:

“Them”, in this context is the shareholder - I thought that was explicit.

As far as the shares of the old Trust is concerned, the Trustees will be governed by the Trust deed.

Personally, I’m struggling to see the conflict of interests to which you infer.

Not just you GMF, I think we all are. Essex seems to have a knee-jerk reaction to any change in circumstances which causes him to accuse the board of some kind of corporate skullduggery.

[Captain Holt 522]

Remember when football fans didn't have a clue, nor give a fig, about any of this? Better times for the game.

[essex canary 496]

31 minutes ago, GMF said:

“Them”, in this context is the shareholder - I thought that was explicit.

As far as the shares of the old Trust is concerned, the Trustees will be governed by the Trust deed.

Personally, I’m struggling to see the conflict of interests to which you infer.

A johnny come lately multi millionaire director is party to transferring shares purchased by multi supporters of modest means 65 years ago to his own ownership on account of him having adopted the mantle of a supporter albeit one with a share investment class of his own more favourable than that available to any other supporter.

Fine I guess. At least some of you seem to think so.

[GMF 744]

6 minutes ago, essex canary said:

A johnny come lately multi millionaire director is party to transferring shares purchased by multi supporters of modest means 65 years ago to his own ownership on account of him having adopted the mantle of a supporter albeit one with a share investment class of his own more favourable than that available to any other supporter.

Fine I guess. At least some of you seem to think so.

To be absolutely clear here, the trustees (and there’s 3 of them) are required to hold, manage or sell those shares in accordance with whatever trust deed is in place.

As long as they are doing that (and it is highly unlikely that anyone would be able to prove they are not, given that the deed is a private matter) then they are free to do as they wish with these shares.

Anything beyond that, I would suggest, is entering the realms of speculation. 

[shefcanary 2,408]

1 hour ago, essex canary said:

Who is 'them'? 

What is the point of the Board of the Football Club approving the transfers if they are not going to consider any potential conflicts of interest arising?

Also seems to conflict with 1998 Annual Report 'The Club 'sees the shareholder initiative as part of our ongoing policy of taking the Club back to it's supporters'. Is there a breach of trust?

The club is a PLC, questions of governance over publicly traded shares sit ultimately with UK Gov, the entity itself if it had a problem over a share trade would have to appeal ultimately to the courts (very expensive). Your current gripe is a bit of a long hop!

[shefcanary 2,408]

Ultimately, if Attanasio gets on with Smith & Jones, they will sell their 51% to him, which would automatically trigger the conversion of his C Preference Shares to 10% ordinary ones. At that point Attanasio will control the club, with if the analysis of his current holding in this thread being right, holding just over 80% of shares.

If GMF is right Attanasio may well try to mop up all the minority shares, but that will be expensive as his shareholding is below the 90% trigger. I personally wouldn't see the value in that but then I'm not an extremely rich American investment manager.

However hypothetically in this position I would encourage the creation of a new trust vehicle where existing minority share holders sell their shares to a trust, where they exchanged their club shares for equal voting right shares in the new Trust. This would simplify things for Attanasio, whilst allowing minority shareholders to have a stronger voice.

I still wouldn't sell my shares to this new trust mind!🤣

[essex canary 496]

6 minutes ago, shefcanary said:

The club is a PLC, questions of governance over publicly traded shares sit ultimately with UK Gov, the entity itself if it had a problem over a share trade would have to appeal ultimately to the courts (very expensive). Your current gripe is a bit of a long hop!

Thanks. Most legal solutions are a long hop and therefore clearly not worth it. The 1998 Annual Report quote perhaps demonstrates though how far there is departure from the initial principles of shareholding.

Whilst I would like to believe in the Canaries Trust raison d'etre, this kind of development makes it hard to do so.

[ncfcstar 292]

2 hours ago, essex canary said:

Also seems to conflict with 1998 Annual Report 'The Club 'sees the shareholder initiative as part of our ongoing policy of taking the Club back to it's supporters'. Is there a breach of trust?

What is this referencing?  This looks to me like it has been taken out of context, is it really referencing the entire shares available?  If not and it's referencing something specific then it makes your point moot in regards to old shares and their transferability.

[GMF 744]

16 minutes ago, essex canary said:

Thanks. Most legal solutions are a long hop and therefore clearly not worth it. The 1998 Annual Report quote perhaps demonstrates though how far there is departure from the initial principles of shareholding.

Whilst I would like to believe in the Canaries Trust raison d'etre, this kind of development makes it hard to do so.

I’m not sure if the current board can still be held to the 1998 Annual Report - this pre-dates the Trust too. 

[essex canary 496]

1 hour ago, ncfcstar said:

What is this referencing?  This looks to me like it has been taken out of context, is it really referencing the entire shares available?  If not and it's referencing something specific then it makes your point moot in regards to old shares and their transferability.

It is referencing the Chairman"s Report within the 1998 Annual Report which can be downloaded at no cost from the Companies House website.

Reasonably I would have thought it refers to (then) appetite for minority shareholding?