New Board Director Confirmed - Mark Attanasio

[sonyc 5,519]

29 minutes ago, PurpleCanary said:

Presumably this C class is being created for this purpose, whatever this exact purpose is!

Exactly PC. I posted earlier that this is "elegant" as a mechanism. Whilst I might be loading that adjective with more weight than it is due, the whole 'trigger event' section relating to the C shares certainly feels loaded. And not just with possibility. There is room for multiple holders too in the following section (made me wonder about MA's family members ...e.g. sons and wife. They have been investors for the Brewers or a link to the possibility). 

In summary,  it's one of those special purpose vehicles isn't it! The good old SPV. Bigger legal deals are full of SPVs 

Edited August 22, 2022 by sonyc
trigger not tigger😅

[The Raptor 1,211]

2 hours ago, Jim Smith said:

This may be a silly question but surely if they are asking shareholders to vote on the issue of these new shares then there should be some form of explanation to the shareholders as to how the arrangement with Attansio is intended to work in the context of the resolutions they are asking shareholders to pass? Or will they do that at the meeting. Otherwise how are we supposed to make an informed vote? I know there is a briefing note on what the shares are etc with the letter but it doesn;t actually explian what they are then proposing to do does it?

That would be nice. I appreciate for legal reasons they have to use such language but surely it wouldn't hurt to let people know what they're actually voting for. NCFC could've gone down in history as the first people to organise a vote without misleading or lying to people in the build up. A missed opportunity!

[KiwiScot 1,443]

1 hour ago, king canary said:

This is one of those threads where I keep reading things and realise I haven't a scooby about what most of this means. Can someone nudge me once it's all done?

Sure thing Jacob

[shefcanary 2,409]

1 hour ago, Graham Paddons Beard said:

A laymans take .

Everything has an intention. There seem "intentions" all over this transaction and we can get lost in the detail .

As I have said before , and it is stating the obvious  Attanasio isn’t going to be a minority shareholder for ever. He wouldn’t be interested.

I suspect the C share issue is a way to change very little for D and M . No voting rights are assigned but  a generous return on any investment. The shareholding is not diluted. Nothing changes.

The Trigger Events are the bit that keeps Attanasio in the game. It has to involve 50% or more of the ordinary (voting) shares which obviously points to D and M’s holding . This must be the intention – effectively a “side deal” that often exists in these circumstances.  Whilst not confirming anything, especially price , it does seem to give Attanasio a clear path to gain a controlling interest, as and when an effective change of ownership of the company occurs (i.e. involving D and M's shareholding)  Otherwise he cannot gain control even by buying every other share there is. The holder of the C shares also has the right Not to exercise the conversion rights. This is also in Attanasio’s favour.

I've read the whole thing as Attanasio being invited in, sitting on the board, getting a form of “first refusal” should a trigger event occur on the company which is not compulsory.

As well as protecting todays status quo, the future looks quite loaded in Attanasio’s favour , which is no surprise as I just can't see him doing it otherwise. Also it means that D and M’s favoured purchasers have first refusal too, which is their favoured position.

Of course I could be horribly wrong.

My reading also but you expressed it more eloquently than me!

[Graham Paddons Beard 2,431]

Just now, shefcanary said:

My reading also but you expressed it more eloquently than me!

I will take that as a huge compliment Shef 😀👍

[essex canary 496]

The first 2 resolutions expire at the end of the year. Perhaps that suggests that things will move fast and that the C shares are a short term expedient to lever £10 million into the Club quickly?

[PurpleCanary 5,562]

1 hour ago, essex canary said:

The first 2 resolutions expire at the end of the year. Perhaps that suggests that things will move fast and that the C shares are a short term expedient to lever £10 million into the Club quickly?

Essex, it isn’t £10m. Or it probably isn’t. £10m is only the total nominal value of this scheduled allocation of C shares. All the other three categories of NCFC shares have an individual nominal value of £1. If that is the case with these C shares then potentially there will be 10m of them. If the nominal value is higher than £1 then the number of shares reduces. At £10 there would be 1m shares.

But whatever the nominal value the amount raised for the club depends on how many shares are bought (and Attanasio may not be the only buyer) and at what price. It could end up providing £10m but it could be significantly higher or lower.

[TIL 1010 4,748]

On 21/08/2022 at 11:29, essex canary said:

Need to go to get up to speed about the £10 million.

I seem to remember mention of £10 million coming with the Americans but how and in what form being posted a few days ago. 😜

[essex canary 496]

36 minutes ago, PurpleCanary said:

Essex, it isn’t £10m. Or it probably isn’t. £10m is only the total nominal value of this scheduled allocation of C shares. All the other three categories of NCFC shares have an individual nominal value of £1. If that is the case with these C shares then potentially there will be 10m of them. If the nominal value is higher than £1 then the number of shares reduces. At £10 there would be 1m shares.

But whatever the nominal value the amount raised for the club depends on how many shares are bought (and Attanasio may not be the only buyer) and at what price. It could end up providing £10m but it could be significantly higher or lower.

Take your point given that I think the B preference shares were issued at £100 per share.

[essex canary 496]

Just now, TIL 1010 said:

I seem to remember mention of £10 million coming with the Americans but how and in what form being posted a few days ago. 😜

I thought you mentioned it first? Perhaps your source had simply picked up in the figure in the resolutions?

As Purple states we don't know. Could still be a good guess for testing the water?

[TIL 1010 4,748]

2 minutes ago, essex canary said:

I thought you mentioned it first? Perhaps your source had simply picked up in the figure in the resolutions?

As Purple states we don't know. Could still be a good guess for testing the water?

I did first make mention of it so i will now wait until turning up on 12th as my head is spinning with all the if, buts and maybes littered with guesswork and assumptions i am reading on here today.

[PurpleCanary 5,562]

15 minutes ago, TIL 1010 said:

I seem to remember mention of £10 million coming with the Americans but how and in what form being posted a few days ago. 😜

Yes, I remember that, but as explained today the £10m figure that was mooted back then may well have been based on an elementary misunderstanding of the details of this share issue, and the figure coming from the Americans could be significantly different.

[PurpleCanary 5,562]

22 minutes ago, essex canary said:

Take your point given that I think the B preference shares were issued at £100 per share.

And their nominal value is £1, as it is for ordinary shares, but when Foulger bought 80,000 or so of those he paid much more than that.

[essex canary 496]

9 hours ago, TIL 1010 said:

I did first make mention of it so i will now wait until turning up on 12th as my head is spinning with all the if, buts and maybes littered with guesswork and assumptions i am reading on here today.

It looks like a minefield at first glance but let's take a guess at what is going on here though I could be wrong.

At present, before the resolutions and leaving aside the insignificant A and B Preference Shares, the Club has 616,913 Ordinary Shares issued plus 1,000,000 more that could potentially be issued. As Purple states the nominal price for these is £1  but the issue price has been or will be a range of prices substantially higher than £1.

The Resolutions will on the face of it  rescind this but in a sense they will also subsequently recreate it. This will happen by replacing them with the C Preference Shares and converting them back again. Up to 1 million Ordinary Shares are replaced with 10 million Preference C shares convertible back to Ordinary Shares at a 10 per cent conversion rate. So eventually we end up at the same position as now but with the potential additional 1 million shares now issued.

Preference Shares are loan capital in effect therefore it is the same road that S&J went down when they came on board and ditto for the Turner experiment so it fits past practice.

What maybe different is the Interest element of 7%?  Haven't such loans been interest free in the past? This may imply that the Americans will want to see Dividends on Ordinary Shares going forward?

Then we have this theory about other people getting involved in Preference C shares. The purpose of Articles of Association is to draft them as wide as possible to facilitate all possibilities as they develop but why would that really be the intention? What would be the mechanism? There is still the possibility that there is no intention for Dividends on Ordinary Shares. In that latter event anybody joining may be happy with 7% now but they would have no control on the conversion date and the loss of income but would then be the proud owners of Ordinary Shares.

The latter isn't likely to happen either. More likely that the Americans would use the 30% and 90% triggers to buy out the other minority shareholders before paying Dividends.

 

 

 

 

[Mr Angry 1,561]

19 hours ago, Jim Smith said:

This may be a silly question but surely if they are asking shareholders to vote on the issue of these new shares then there should be some form of explanation to the shareholders as to how the arrangement with Attansio is intended to work in the context of the resolutions they are asking shareholders to pass? Or will they do that at the meeting. Otherwise how are we supposed to make an informed vote? I know there is a briefing note on what the shares are etc with the letter but it doesn;t actually explian what they are then proposing to do does it?

Can’t see any problem with this, it’s just like the Brexit vote, and that turned out ok didn’t it? 🤣🤣🤣

[TIL 1010 4,748]

11 hours ago, PurpleCanary said:

Yes, I remember that, but as explained today the £10m figure that was mooted back then may well have been based on an elementary misunderstanding of the details of this share issue, and the figure coming from the Americans could be significantly different.

As i said if, but and maybe with a little pinch of guesswork and assumption.

[TIL 1010 4,748]

1 hour ago, essex canary said:

It looks like a minefield at first glance but let's take a guess at what is going on here though I could be wrong.

At present, before the resolutions and leaving aside the insignificant A and B Preference Shares, the Club has 616,913 Ordinary Shares issued plus 1,000,000 more that could potentially be issued. As Purple states the nominal price for these is £1  but the issue price has been or will be a range of prices substantially higher than £1.

The Resolutions will on the face of it  rescind this but in a sense they will also subsequently recreate it. This will happen by replacing them with the C Preference Shares and converting them back again. Up to 1 million Ordinary Shares are replaced with 10 million Preference C shares convertible back to Ordinary Shares at a 10 per cent conversion rate. So eventually we end up at the same position as now but with the potential additional 1 million shares now issued.

Preference Shares are loan capital in effect therefore it is the same road that S&J went down when they came on board and ditto for the Turner experiment so it fits past practice.

What maybe different is the Interest element of 7%?  Haven't such loans been interest free in the past? This may imply that the Americans will want to see Dividends on Ordinary Shares going forward?

Then we have this theory about other people getting involved in Preference C shares. The purpose of Articles of Association is to draft them as wide as possible to facilitate all possibilities as they develop but why would that really be the intention? What would be the mechanism? There is still the possibility that there is no intention for Dividends on Ordinary Shares. In that latter event anybody joining may be happy with 7% now but they would have no control on the conversion date and the loss of income but would then be the proud owners of Ordinary Shares.

The latter isn't likely to happen either. More likely that the Americans would use the 30% and 90% triggers to buy out the other minority shareholders before paying Dividends.

 

 

 

 

As i said if, but and maybe with a dabble of guesswork and assumption.

[essex canary 496]

4 minutes ago, TIL 1010 said:

As i said if, but and maybe with a dabble of guesswork and assumption.

Up to a point. How do the police solve crime? I suspect by testing assertions? How far wide of the mark could I be?

[PurpleCanary 5,562]

1 hour ago, essex canary said:

It looks like a minefield at first glance but let's take a guess at what is going on here though I could be wrong.

At present, before the resolutions and leaving aside the insignificant A and B Preference Shares, the Club has 616,913 Ordinary Shares issued plus 1,000,000 more that could potentially be issued. As Purple states the nominal price for these is £1  but the issue price has been or will be a range of prices substantially higher than £1.

The Resolutions will on the face of it  rescind this but in a sense they will also subsequently recreate it. This will happen by replacing them with the C Preference Shares and converting them back again. Up to 1 million Ordinary Shares are replaced with 10 million Preference C shares convertible back to Ordinary Shares at a 10 per cent conversion rate. So eventually we end up at the same position as now but with the potential additional 1 million shares now issued.

Preference Shares are loan capital in effect therefore it is the same road that S&J went down when they came on board and ditto for the Turner experiment so it fits past practice.

What maybe different is the Interest element of 7%?  Haven't such loans been interest free in the past? This may imply that the Americans will want to see Dividends on Ordinary Shares going forward?

Then we have this theory about other people getting involved in Preference C shares. The purpose of Articles of Association is to draft them as wide as possible to facilitate all possibilities as they develop but why would that really be the intention? What would be the mechanism? There is still the possibility that there is no intention for Dividends on Ordinary Shares. In that latter event anybody joining may be happy with 7% now but they would have no control on the conversion date and the loss of income but would then be the proud owners of Ordinary Shares.

The latter isn't likely to happen either. More likely that the Americans would use the 30% and 90% triggers to buy out the other minority shareholders before paying Dividends.

 

 

 

 

Essex, I still only have a screen grab of the resolutions to go on (so I am in the dark about what might be highly significant trigger points) but I think there is a lot of sense in that.

The only point I would make is that if I have understood this correctly then the creation of the C shares instantly revokes the authority to allocate those potential 1m Ordinary shares. So that there would hardly be any ordinary shares to convert the C shares into.

I imagine this is a failsafe mechanism to prevent someone buying C shares and then almost immediately converting them into the ownership-controlling Ordinaries! But at some time in the future the directors could decide to get the authority to create a new batch of 1m Ordinaries. Especially if Attanasio is looking eventually to take control of the club and S&J are happy with that.

[TIL 1010 4,748]

15 minutes ago, essex canary said:

Up to a point. How do the police solve crime? I suspect by testing assertions? How far wide of the mark could I be?

What a ridiculous analogy.

[PurpleCanary 5,562]

45 minutes ago, TIL 1010 said:

As i said if, but and maybe with a dabble of guesswork and assumption.

A roundabout way of admitting it was wrong, so in baseball terms you're nought for two, but don't worry. You still have one hit left to get something right...😎

[Big Vince 318]

22 hours ago, Jim Smith said:

This may be a silly question but surely if they are asking shareholders to vote on the issue of these new shares then there should be some form of explanation to the shareholders as to how the arrangement with Attansio is intended to work in the context of the resolutions they are asking shareholders to pass? Or will they do that at the meeting. Otherwise how are we supposed to make an informed vote? I know there is a briefing note on what the shares are etc with the letter but it doesn;t actually explian what they are then proposing to do does it?

If you are dealing with what has been a deceitful woman all along, then surely you don't expect her to be up front about what she is up to with these resolutions? You are being asked to approve something you cannot see clearly because of the wilful deployment of smoke and mirrors.

[A Load of Squit 5,164]

4 minutes ago, Big Vince said:

If you are dealing with what has been a deceitful woman all along, then surely you don't expect her to be up front about what she is up to with these resolutions? You are being asked to approve something you cannot see clearly because of the wilful deployment of smoke and mirrors.

That's why it's 4 yes's from me. 😀

[TIL 1010 4,748]

2 hours ago, PurpleCanary said:

A roundabout way of admitting it was wrong, so in baseball terms you're nought for two, but don't worry. You still have one hit left to get something right...😎

' £10 million is being brought to the table with him but for what and with any strings attached is the question Jim.'

That is what i posted on Friday in reply to Jim Smith so yeah totally wrong wasn't i but you just continue to plant on here every possibility to what these resolutions on 12th will involve and of course one of your guesses or assumptions could well be right.

 

[PurpleCanary 5,562]

1 hour ago, TIL 1010 said:

' £10 million is being brought to the table with him but for what and with any strings attached is the question Jim.'

That is what i posted on Friday in reply to Jim Smith so yeah totally wrong wasn't i but you just continue to plant on here every possibility to what these resolutions on 12th will involve and of course one of your guesses or assumptions could well be right.

 

Quite right. You were wrong, or if that turns out to be the amount Attanasio does invest it will be a total fluke and not because you had inside info.

The truth almost certainly is, as Essex suggested, that somewhere along the line your informant - or you - didn"t understand the significance of that £10m figure being purely nominal and bearing no relation to the amount he might put into the club by way of buying these new shares.

But hey, the way I see it you're Robert Redford in The Natural. You are wounded by errors and have struck out twice now but there is the third and last pitch heading your way and that is your chance for redemption:

 

 

[essex canary 496]

5 hours ago, PurpleCanary said:

Essex, I still only have a screen grab of the resolutions to go on (so I am in the dark about what might be highly significant trigger points) but I think there is a lot of sense in that.

The only point I would make is that if I have understood this correctly then the creation of the C shares instantly revokes the authority to allocate those potential 1m Ordinary shares. So that there would hardly be any ordinary shares to convert the C shares into.

I imagine this is a failsafe mechanism to prevent someone buying C shares and then almost immediately converting them into the ownership-controlling Ordinaries! But at some time in the future the directors could decide to get the authority to create a new batch of 1m Ordinaries. Especially if Attanasio is looking eventually to take control of the club and S&J are happy with that.

I attach the Articles of Association text concerning the conversion process albeit that it isn't crystal clear. This of course relates to Redolution number 3. Presumably the reference in Resolution 2 to 'allot equity securities' can also be taken to reasonably relate to conversion back to ordinary shares as section 560 of the Companies Act seems to clearly state. 

[sgncfc 1,228]

The C shares could dilute existing shareholdings - either before or after conversion; depends whether they are included in equity calculations and on what basis. Also, the 7 year backstop applies as a trigger event for repayment (including 7% interest pa if not paid by then) or conversion. 

We can't possibly guess at what the deal is. This framework offers too many possibilities.

Which really means that we can't realistically vote on the resolutions. Normally in these situations there is an accompanying letter which outlines the proposal. In this case, there isn't.

So, because of that, and because I can't get to the meeting to find out what the plan is, I will be voting "no". Which will really put the cat among the pigeons, obviously, with my 40 shares in the "no" column against D & M/Foulgers 420,000 or so.

Edited August 23, 2022 by sgncfc

[essex canary 496]

Just now, sgncfc said:

The C shares could dilute existing shareholdings - either before or after conversion; depends whether they are included in equity calculations and on what basis. Also, the 7 year backstop applies as a trigger event for repayment (including 7% interest pa if not paid by then) or conversion. 

We can't possibly guess at what the deal is. This framework offers too many possibilities.

Which really means that we can't realistically vote on the resolutions.......

Your position sounds reasonable to me. I am inclined to email Sam Hall and suggest that the framework document should be accompanied by an outline plan of action document. The framework document could also benefit from a 'plain English' approach.  Why don't we all make such representations?

[PurpleCanary 5,562]

23 minutes ago, essex canary said:

Your position sounds reasonable to me. I am inclined to email Sam Hall and suggest that the framework document should be accompanied by an outline plan of action document. The framework document could also benefit from a 'plain English' approach.  Why don't we all make such representations?

Excellent idea. I haven't received my documents yet but even if I did I suspect some of the details would certainly do with a plain English explanation. Particularly about conversion. And I won't be able to attend. Is there an email address for Sam Hall?

[Greavsy 2,415]

 

Not sure if MD is ITK - but hes certainly close to Delia and MWJ! 

Some interesting replies on there too.