New Board Director Confirmed - Mark Attanasio

[Diane 500]

So having caught up with the last few pages and having read the excellent posts by Sheffield & Mr Bunce & GMF am i right in thinking that D & M and MA could end up with 75% of the shareholding which means the other 6000 + shareholders become pretty irrelevant ? Especially me with my 2 shares 🤣

[TIL 1010 4,750]

21 minutes ago, Diane said:

So having caught up with the last few pages and having read the excellent posts by Sheffield & Mr Bunce & GMF am i right in thinking that D & M and MA could end up with 75% of the shareholding which means the other 6000 + shareholders become pretty irrelevant ? Especially me with my 2 shares 🤣

Pretty much so Diane if MA hoovers up the shareholding of the Jones family at Yarmouth, the Old Trust being currently administered by Barry Skipper and also get hold of the shares from RG Carter . Of course the £10million MA is'  bringing to the table' which we now know is in the form of these new preference C shares if and when converted into ordinary shares will further increase the percentage.

Please remember however that when i posted about these various shareholders and the sum of money MA was bringing across the pond it was pure luck and not because of any source that i had. 😜

As for your 2 shares it is beginning to look like anybody with 20,000 let alone 2 will be pretty irrelevant and the mantra of ' giving the fans a bigger voice in the bardroom ' will be confined to the bin.

Edited August 28, 2022 by TIL 1010

[PurpleCanary 5,562]

22 minutes ago, Diane said:

So having caught up with the last few pages and having read the excellent posts by Sheffield & Mr Bunce & GMF am i right in thinking that D & M and MA could end up with 75% of the shareholding which means the other 6000 + shareholders become pretty irrelevant ? Especially me with my 2 shares 🤣

Diane, if GMF is right, and he may well be, then you will end up with no shares at all! Attanasio will eventually take the company private, as his Milwaukee Brewers company is. No minority shareholdings, no AGMs...

[Diane 500]

7 minutes ago, PurpleCanary said:

Diane, if GMF is right, and he may well be, then you will end up with no shares at all! Attanasio will eventually take the company private, as his Milwaukee Brewers company is. No minority shareholdings, no AGMs...

Oh well,  I paid £100 for 4 shares originally but a friend wanted some so I sold him 2 a few years ago for which he offered me £100 so I haven't lost anything though do like being a shareholder. What about the people who have 100 or more,  surely they wont all lose their cash ? 

[GMF 747]

2 minutes ago, Diane said:

Oh well,  I paid £100 for 4 shares originally but a friend wanted some so I sold him 2 a few years ago for which he offered me £100 so I haven't lost anything though do like being a shareholder. What about the people who have 100 or more,  surely they wont all lose their cash ? 

What’s most likely to happen @Diane  once MA breaks the 30% barrier, he’ll be obliged to make the same offer all the existing remaining shareholders, at the best price he’s purchased at. It will then be up to the shareholders whether they accept, or not, until he reaches a 90% threshold. Then they are required to sell out, just as happened previously at Arsenal and Manchester United.

[PurpleCanary 5,562]

On 28/08/2022 at 11:43, Diane said:

Oh well,  I paid £100 for 4 shares originally but a friend wanted some so I sold him 2 a few years ago for which he offered me £100 so I haven't lost anything though do like being a shareholder. What about the people who have 100 or more,  surely they wont all lose their cash ? 

Diane, I am really surprised you didn't know this. It is all there in black and white in Sections 979(2) and 983(4) of the 2006 Companies Act...🤩

Assuming this goes ahead then if Attanasio did ever get to 90 per cent ownership of the Ordinary shares he would have the right to buy the remaining 10 per cent, whether the shareholders wanted to sell or not.

But by the same token, as I read the small print, those shareholders would have the right to force Attanasio to buy their shares even if he didn't want to. The logic probably being either that they might fancy the money (I think Attanasio would have to cough up the highest price he had paid getting either to 30 per cent or to 90 per cent) and/or because they felt they had no more voice in the running of the club.

If as GMF suspects Attanasio would want to take the club private then he presumably would buy everyone out. Just on this, there is sometimes confusion about NCFC's status, with some fans thinking it is already a private company because it is not listed on a stock market. But there are public companies that are unlisted, and NCFC is one of them. It went public around 2000.

Edited August 29, 2022 by PurpleCanary

[BurwellCanary 216]

13 minutes ago, PurpleCanary said:

Diane, I am really surprised you didn't know this. It is all there in black and white in Sections 979(2) and 983(4) of the 2006 Companies Act...🤩

Assuming this goes ahead then if Attanasio did ever get to 90 per cent ownership of the Ordinary shares he would have the right to buy the remaining 10 per cent, whether the shareholders wanted to sell or not.

But by the same token, as I read the small print, those shareholders would have the right to force Attanasio to buy their shares even if he didn't want to. The logic probably being either that they might fancy the money (I think Attanasio would have to cough up the highest price he had paid getting either to 30 per cent or to 90 per cent) and/or because they felt they had no more voice in the running of the club.

If as GMF suspects Attanasio would want to take the club private then he presumably would buy everyone out. Just on this, there is sometimes confusion about NCFC's status, with some fans thinking it is already a private company because it is not listed on a stock market. But there are public companies that are unlisted, and NCFC is one of them. It went public around 2000.

@Diane  will now be reading the Companies Act from front to back and will be happy to take questions on it later

[GMF 747]

9 minutes ago, BurwellCanary said:

@Diane  will now be reading the Companies Act from front to back and will be happy to take questions on it later

There’s only 47 Parts and 16 Schedules to the 2006 Act, for another struggling to get to sleep at night! 💤 😉

[shefcanary 2,410]

2 hours ago, GMF said:

There’s only 47 Parts and 16 Schedules to the 2006 Act, for another struggling to get to sleep at night! 💤😉

Great read! So much better than the 1953 CA!  More plot twists!

Edited August 29, 2022 by shefcanary

[essex canary 496]

On 27/08/2022 at 22:07, GMF said:

The most interesting aspect of point 2) is that with an increased share capital of 685,459, the existing majority shareholding of 327,309 ordinary shares would then actually reduce from 53.06% to just a 49.70% shareholding!

By default also, with the acquisition of MF’s 98,200 shares, MA would have a revised shareholding of 166,746 ordinary shares (24.32% of the increased shareholding) which could also be transformed into 494,055 ordinary shares upon the acquisition of D&M’s shares (72.07%).

I make that is 47.7% rather than 49.7%.

Perhaps a reason why that won't happen?

Besides still unclear on the Authority within the AAs to create 68,000 plus new shares?

Section 9 is very interesting. Perhaps S&J will seek to retain the majority for 2 years or so whilst the 10% is carved out of the existing minority by making them an offer they can't refuse? There are enough shares in the minority for this to happen in 2 tranches to transfer 20%. 

 

Edited August 29, 2022 by essex canary

[CanaryLes 0]

I have 6 ordinary shares that I purchased in the 2004 issue/fund raiser. Mr A is welcome to purchase these at a good price, if he so wishes. These 6 shares may be the ones that takes him through the threshold figure.

[A Load of Squit 5,170]

7 minutes ago, CanaryLes said:

I have 6 ordinary shares that I purchased in the 2004 issue/fund raiser. Mr A is welcome to purchase these at a good price, if he so wishes. These 6 shares may be the ones that takes him through the threshold figure.

Too late, I've already written to Mr A offering to form an alliance with him, add my two shares to his contribution and the clubs ours. 😀

[CanaryLes 0]

12 minutes ago, A Load of Squit said:

Too late, I've already written to Mr A offering to form an alliance with him, add my two shares to his contribution and the clubs ours. 😀

My 6 trumps your 2.🤪🙂

[A Load of Squit 5,170]

Just now, CanaryLes said:

My 6 trumps your 2.🤪🙂

The other 4 aren't needed, Mr A didn't get where he is today by buying unnecessary shares.

[Diane 500]

On 28/08/2022 at 10:25, TIL 1010 said:

 

Please remember however that when i posted about these various shareholders and the sum of money MA was bringing across the pond it was pure luck and not because of any source that i had. 😜

As for your 2 shares it is beginning to look like anybody with 20,000 let alone 2 will be pretty irrelevant and the mantra of ' giving the fans a bigger voice in the boardroom ' will be confined to the bin.

I know that you've had  quite a chat with Michael Foulger on the phone  so knew who your source was, seen pictures of you and your missus drinking with him on your facebook page a while back so no reason to disbelieve you.

Re giving fans a  bigger voice in the boardroom,  I'm pretty sure that no-one from any fans groups get invited to meetings with Delia & Michael & the rest of board at their quarterly meetings, I think you're quoting the Trust,  they are probably referring to their quarterly meeting which are attended by  2/3 staff/officials of the club.

Zoe has attended a few fans groups meeting this year though I suspect  with Zoe's job becoming more and more demanding,  Elliot King the new Head of Supporters Engagement  and his manager Sam Hall  (legal director ) will take responsibility for fans groups meetings in the future, but  that's just a  guess on my part I hasten to add. 

Zoe was lovely at our  monthly meeting, shes a trustee of the CSF so we are all singing from the same hymn book.

[Robert N. LiM 4,385]

Biggest question ahead of this meeting is whether Attanasio knows it rhymes with porridge.

[essex canary 496]

23 hours ago, Diane said:

 

Re giving fans a  bigger voice in the boardroom,  I'm pretty sure that no-one from any fans groups get invited to meetings with Delia & Michael & the rest of board at their quarterly meetings, I think you're quoting the Trust,  they are probably referring to their quarterly meeting which are attended by  2/3 staff/officials of the club.

Zoe has attended a few fans groups meeting this year though I suspect  with Zoe's job becoming more and more demanding,  Elliot King the new Head of Supporters Engagement  and his manager Sam Hall  (legal director ) will take responsibility for fans groups meetings in the future, but  that's just a  guess on my part I hasten to add. 

Zoe was lovely at our  monthly meeting, shes a trustee of the CSF so we are all singing from the same hymn book.

Quite. So fan engagement is relegated further down the Club's hierarchy than it has been in the past and the only people who seem to get privileged access are Trust officers who in general don't own shares in their own right.

Could be a reason for thinking that the Trust ( or A Trust if you don't like the existing one) would be a better bet than all these individual shareholdings?

[TIL 1010 4,750]

4 hours ago, essex canary said:

Quite. So fan engagement is relegated further down the Club's hierarchy than it has been in the past and the only people who seem to get privileged access are Trust officers who in general don't own shares in their own right.

Could be a reason for thinking that the Trust ( or A Trust if you don't like the existing one) would be a better bet than all these individual shareholdings?

Not quite sure what shareholding has to do with fan engagement when it comes to supporters groups whether it be a Trust or as an example Forces2Forces Canaries ?

[Big Vince 318]

On 30/08/2022 at 13:48, Robert N. LiM said:

Biggest question ahead of this meeting is whether Attanasio knows it rhymes with porridge.

If Attanasio has been handpicked by Delia then he will obviously be no good for this club in terms of breaking through the existing glass ceiling which sits between 19th and 20th in the EPL. It will be a continuation of Suffolk Socialism, but with a change of accent only.

You read it here first.

[Diane 500]

On 31/08/2022 at 13:34, essex canary said:

Quite. So fan engagement is relegated further down the Club's hierarchy than it has been in the past and the only people who seem to get privileged access are Trust officers who in general don't own shares in their own right.

Could be a reason for thinking that the Trust ( or A Trust if you don't like the existing one) would be a better bet than all these individual shareholdings?

No not really, the trust meet with some of the the club officials quarterly, as do the Supporters Panel, other groups also have ncfc officials to various get togethers/ meetings so they do make themselves available when asked.

Assume you ll be at the EGM thats been called?

[PurpleCanary 5,562]

If a Lannister always pays their debts (actually I don't think they did in Season 8 but never mind...) then a PurpleCanary always admits error.

When John Tilson said Attanasio was putting in £10m I doubted the accuracy of that, believing it was probably a false conclusion or a lucky fluke, drawn from not realising the C preference shares in total had only a nominal rather than actual value of £10m.

But I am persuaded his informant had a solid understanding of the difference and knew that even so it was still an actual rather than nominal £10m that Attanasio was putting in.

[essex canary 496]

9 hours ago, Diane said:

No not really, the trust meet with some of the the club officials quarterly, as do the Supporters Panel, other groups also have ncfc officials to various get togethers/ meetings so they do make themselves available when asked.

Assume you ll be at the EGM thats been called?

Around the turn of the century though the Club was in the driving seat themselves through organising such meetings like the local roadshows with the Vice-Chairman at the heart of them. The Club thereby being proactive.

It is also stated at that time that shareholding was the future but it took no account of that when forming the OSP. Inclusiveness of young people or newer supporters is clearly a challenge but perhaps should have been addressed.

Certainly hope to be at the EGM. Good to see it called but its business is formal and as recorded by many on here the quality of support papers has scope for improvement. 

[essex canary 496]

7 hours ago, PurpleCanary said:

If a Lannister always pays their debts (actually I don't think they did in Season 8 but never mind...) then a PurpleCanary always admits error.

When John Tilson said Attanasio was putting in £10m I doubted the accuracy of that, believing it was probably a false conclusion or a lucky fluke, drawn from not realising the C preference shares in total had only a nominal rather than actual value of £10m.

But I am persuaded his informant had a solid understanding of the difference and knew that even so it was still an actual rather than nominal £10m that Attanasio was putting in.

ZWs latest communication confirms that. No mention though of any non-MF shares being bought. Perhaps the smoke in that instance concerned contact with the relevant shareholders to secure the 75% required for the Special Resolutions?

[PurpleCanary 5,562]

9 hours ago, essex canary said:

ZWs latest communication confirms that. No mention though of any non-MF shares being bought. Perhaps the smoke in that instance concerned contact with the relevant shareholders to secure the 75% required for the Special Resolutions?

Not in what she is quoted by the EDP she doesn't. In those quotes she doesn't mention the C preference shares or Attanasio potentially buying them or how much money that might mean for the club. She doesn't talk about any of that stuff. She doesn't confirm anything and there is nothing new there at all, unless the EDP has left out significant comments.

It is no surprise she only mentions Attanasio buying Foulger's shares. Although that is strictly speaking a private transaction that doesn't involve the club, in practice it is the key to him joining the board.

But the other potential deals, some of which I believe are in the pîpeline, are not only private affairs but also not consequential for the club (certainly not yet and perhaps never) in the way the Foulger deal is.

Edited September 5, 2022 by PurpleCanary

[essex canary 496]

11 hours ago, PurpleCanary said:

Not in what she is quoted by the EDP she doesn't. In those quotes she doesn't mention the C preference shares or Attanasio potentially buying them or how much money that might mean for the club. She doesn't talk about any of that stuff. She doesn't confirm anything and there is nothing new there at all, unless the EDP has left out significant comments.

It is no surprise she only mentions Attanasio buying Foulger's shares. Although that is strictly speaking a private transaction that doesn't involve the club, in practice it is the key to him joining the board.

But the other potential deals, some of which I believe are in the pîpeline, are not only private affairs but also not consequential for the club (certainly not yet and perhaps never) in the way the Foulger deal is.

Page 4 of today's Pink Un states that 'The purchase of the C Preference shares would mean a £10 million injection into the Club.' It doesn't ditectly attribute that observation to ZW.

Take your point on the last paragraph but if the 10% conversion occurs those other shares could then potentially create the situation of passing the 30% threshold. 

[PurpleCanary 5,562]

37 minutes ago, essex canary said:

Page 4 of today's Pink Un states that 'The purchase of the C Preference shares would mean a £10 million injection into the Club.' It doesn't ditectly attribute that observation to ZW.

Take your point on the last paragraph but if the 10% conversion occurs those other shares could then potentially create the situation of passing the 30% threshold. 

Presumably the reason the pink un hasn’t directly attributed that statement about the C preference shares to Ward is because she didn’t say it. It is just the pink un adding that as its own gloss on the situation. As I said, Ward has not confirmed anything. All Ward has said there is stuff the club revealed officially some time ago.

And my pink un doesn’t say ‘…would mean a £10m injection…’ but ‘…could mean…’, which is the accurate way to phrase it, since it is Impossible to say what kind of money injection will result from the sale of any of those shares.

It looks likely that at least initially Attanasio will buy £10m worth, since that is the real  - as opposed to nominal - redemption figures. But that is not a certainty, and it is possible others will buy some of the shares.

As to reaching the 30 per cent mark by way of conversion, I don’t have all the figures to hand but he could get close I suppose. The current 30 per cent figure is around 185,000, but even if Attanasio added to the Foulger shares the eight next largest holdings (including the ex-Archant shares now owned by the Canaries Trust) that would amount only to about 158,000.

And presumably the conversion process to ordinaries, while boosting Attanasio’s holding, would at the same time raise the 30 per cent limit beyond 185,000. If Attanasio decides to stick around then he surely will end up buying new Ordinaries as well as existing holdings.

[wcorkcanary 4,334]

On 31/08/2022 at 18:44, Big Vince said:

If Attanasio has been handpicked by Delia then he will obviously be no good for this club in terms of breaking through the existing glass ceiling which sits between 19th and 20th in the EPL. It will be a continuation of Suffolk Socialism, but with a change of accent only.

You read it here first.

God, you really are stupid, the glass ceiling is between 17th and 18th , not 19th and 20th.  Are you actually a sentient being? . 

[GMF 747]

9 hours ago, PurpleCanary said:

Presumably the reason the pink un hasn’t directly attributed that statement about the C preference shares to Ward is because she didn’t say it. It is just the pink un adding that as its own gloss on the situation. As I said, Ward has not confirmed anything. All Ward has said there is stuff the club revealed officially some time ago.

And my pink un doesn’t say ‘…would mean a £10m injection…’ but ‘…could mean…’, which is the accurate way to phrase it, since it is Impossible to say what kind of money injection will result from the sale of any of those shares.

It looks likely that at least initially Attanasio will buy £10m worth, since that is the real  - as opposed to nominal - redemption figures. But that is not a certainty, and it is possible others will buy some of the shares.

As to reaching the 30 per cent mark by way of conversion, I don’t have all the figures to hand but he could get close I suppose. The current 30 per cent figure is around 185,000, but even if Attanasio added to the Foulger shares the eight next largest holdings (including the ex-Archant shares now owned by the Canaries Trust) that would amount only to about 158,000.

And presumably the conversion process to ordinaries, while boosting Attanasio’s holding, would at the same time raise the 30 per cent limit beyond 185,000. If Attanasio decides to stick around then he surely will end up buying new Ordinaries as well as existing holdings.

Under the existing shareholding, 30% of 616,913 ordinary shares is 185,074. Therefore, given that there’s just 190,800 shares not controlled by the board at the moment, I would suggest that it would be almost impossible for anyone to reach a 30% shareholding at present without agreeing to acquire some shares from D&M.

Let’s crystal ball gaze for a moment, and assume that the proposed 10,000,000 C-preference are fully allocated, with a subsequent conversion of those shares into the proposed 10% of the revised share capital.

In those circumstances there would be 685,459 ordinary shares, with the 30% threshold then becoming 205,638 shares. MA would then have 68,546 shares from the conversion, plus 98,200 from MF, 166,746 (24.32%), which, if combined with the Jimmy Jones shares (23,278) could potentially increase his shareholding to 190,024 shares (27.72%). Or, to put it another way, requiring just another 15,614 shares to reach the 30% threshold.

Let the speculation begin as to what could then happen next…

Edited September 6, 2022 by GMF
Typo

[essex canary 496]

57 minutes ago, GMF said:

Under the existing shareholding, 30% of 616,913 ordinary shares is 185,074. Therefore, given that there’s just 190,800 shares not controlled by the board at the moment, I would suggest that it would be almost impossible for anyone to reach a 30% shareholding at present without agreeing to acquire some shares from D&M.

Let’s crystal ball gaze for a moment, and assume that the proposed 10,000,000 C-preference are fully allocated, with a subsequent conversion of those shares into the proposed 10% of the revised share capital.

In those circumstances there would be 685,459 ordinary shares, with the 30% threshold then becoming 205,638 shares. MA would then have 68,546 shares from the conversion, plus 98,200 from MF, 166,746 (24.32%), which, if combined with the Jimmy Jones shares (23,278) could potentially increase his shareholding to 190,024 shares (27.72%). Or, to put it another way, requiring just another 15,614 shares to reach the 30% threshold.

Let the speculation begin as to what could then happen next…

..and if he picked up the Old Trust and the Turners as has been suggested he would be only 395 short at that point.

[PurpleCanary 5,562]

1 hour ago, GMF said:

Under the existing shareholding, 30% of 616,913 ordinary shares is 185,074. Therefore, given that there’s just 190,800 shares not controlled by the board at the moment, I would suggest that it would be almost impossible for anyone to reach a 30% shareholding at present without agreeing to acquire some shares from D&M.

Let’s crystal ball gaze for a moment, and assume that the proposed 10,000,000 C-preference are fully allocated, with a subsequent conversion of those shares into the proposed 10% of the revised share capital.

In those circumstances there would be 685,459 ordinary shares, with the 30% threshold then becoming 205,638 shares. MA would then have 68,546 shares from the conversion, plus 98,200 from MF, 166,746 (24.32%), which, if combined with the Jimmy Jones shares (23,278) could potentially increase his shareholding to 190,024 shares (27.72%). Or, to put it another way, requiring just another 15,614 shares to reach the 30% threshold.

Let the speculation begin as to what could then happen next…

Thanks, GMF. As I said, I wasn't in a position to work out all the figures. Now I know some people have queried the point of the Canaries Trust buying the old Archant stake. That is to ignore its strategic significance.

Of course you cannot admit this publicly but if there comes a point at which Attanasio needs 3,000 or so more Ordinaries to hit the 30 per cent mark or the 90 per cent mark then the Trust will be able to drive the hardest of bargains and either make a whacking profit or demand a seat on the board, or both...🤩