Mark Attanasio

[GMF 736]

21 hours ago, essex canary said:

2. A medium term exit plan for minorities.

 

There’s always been an exit path for minorities, either through finding a purchaser themselves for their shares, or via the Trust’s website. Whether that’s at a price to your liking is a completely different matter, but the option has always existed.

If, however, you’re relying upon someone acquiring a sufficient shareholding which then requires them to then make you an offer for your shares, you might be in for a very long wait.

[essex canary 492]

12 minutes ago, GMF said:

There’s always been an exit path for minorities, either through finding a purchaser themselves for their shares, or via the Trust’s website. Whether that’s at a price to your liking is a completely different matter, but the option has always existed.

If, however, you’re relying upon someone acquiring a sufficient shareholding which then requires them to then make you an offer for your shares, you might be in for a very long wait.

I think you have agreed that the current situation with 6,800 shareholders is anachronistic and can’t be solved by transactions between individual shareholders.

Perhaps another point to bear in mind in any application and/or waiver of the Takeover Code is that the preamble to the Code itself refers to issues needing to be settled within the Spirit of the Code not just the Letter. In that context it is hard to see how the Foulger transaction can be kept secret?

The waiver seems a risk but perhaps could perhaps work if truly incentivised and assuming Foulger's settlement was modest.

 

[GMF 736]

4 hours ago, essex canary said:

I think you have agreed that the current situation with 6,800 shareholders is anachronistic and can’t be solved by transactions between individual shareholders.

Perhaps another point to bear in mind in any application and/or waiver of the Takeover Code is that the preamble to the Code itself refers to issues needing to be settled within the Spirit of the Code not just the Letter. In that context it is hard to see how the Foulger transaction can be kept secret?

The waiver seems a risk but perhaps could perhaps work if truly incentivised and assuming Foulger's settlement was modest.

 

I’ve consistently said that the existing shareholder structure is a product of history, (for sure) an administrative burden, and would make a hostile takeover, as a consequence, virtually impossible.

That’s not where we’re at now, nor quite what you’re implying, but, more importantly, as Stuart Webber has reaffirmed in his interviews, the Michael Foulger share sales were never about him rinsing the last penny out of the deal. That’s why I’ve repeatedly said, in my opinion, you’re far too obsessed with that particular deal. The new shares, when allotted, are far more likely to be at a higher price.

The code is there to protect minority shareholders. At the very least the Takeover Committee will need to be satisfied on the highest price; the initial acquisition prices of the various minority shareholdings, or the proposed allotment price for the new shares.

 Whatever the outcome, the proposal will require the approval of the Takeover Committee, in principle, before it’s launched. Thereafter it will require shareholder approval.

Edited May 21, 2023 by GMF
Typo

[Soldier on 160]

As you say he emphasised in several of the interviews that I heard that Foulger really wasn’t very interested in the sale price much more of a factor was finding investors that could improve the club.

[BigFish 1,986]

On 20/05/2023 at 15:44, PurpleCanary said:

Secondly, will Attanasio only buy those 194,512 new shares if the minority shareholders vote beforehand to give him the waiver that would mean he did not then have to offer to buy all the rest?

Sorry, this makes no sense. The waiver only requires a majority of uninvolved shareholdings.  TAC says nothing of minorities, in this case. S&J could provide this on their own. If he moves he will control the offer price. It will be up to each shareholder whether they accept or not. But there will be no offer without the agreement of S&J.

[essex canary 492]

11 hours ago, Soldier on said:

As you say he emphasised in several of the interviews that I heard that Foulger really wasn’t very interested in the sale price much more of a factor was finding investors that could improve the club.

The question then becomes if the Foulger transaction was magnanimous, why didn't the Club simply announce the magnanimous price at which it was transacted? 

Also surely the Takeover Code is intended to protect shareholders vis-a-vis other shareholders so in that case it is difficult to see why it would encompass the new money dimension as @GMF suggests?

[essex canary 492]

10 hours ago, BigFish said:

Sorry, this makes no sense. The waiver only requires a majority of uninvolved shareholdings.  TAC says nothing of minorities, in this case. S&J could provide this on their own. If he moves he will control the offer price. It will be up to each shareholder whether they accept or not. But there will be no offer without the agreement of S&J.

Surely the Takeover Code is there to protect the interests of minority shareholders? What you appear to be suggesting is that S&J could simply act as judge and jury in sanctioning Foulger receiving a better outcome than other minorities. Wouldn't that be the antithesis of what the Code is there to protect?

[Soldier on 160]

15 minutes ago, essex canary said:

The question then becomes if the Foulger transaction was magnanimous, why didn't the Club simply announce the magnanimous price at which it was transacted? 

Also surely the Takeover Code is intended to protect shareholders vis-a-vis other shareholders so in that case it is difficult to see why it would encompass the new money dimension as @GMF suggests?

Presumably as a private transaction it’s not for the club to say ?

presumably this may differ for the new share allotment.

[essex canary 492]

5 minutes ago, Soldier on said:

Presumably as a private transaction it’s not for the club to say ?

presumably this may differ for the new share allotment.

As a Director perhaps Foulger should have taken the responsibility to declare or perhaps MWJ having made a public commitment to Transparency should insist that he does?

That soft comment could mean anything. For instance it could mean that bearing in mind that Burnley and WBA sold for close on £200 million that selling his based on an overall price of £100 million was somehow magnanimous. 

[TIL 1010 4,722]

35 minutes ago, essex canary said:

The question then becomes if the Foulger transaction was magnanimous, why didn't the Club simply announce the magnanimous price at which it was transacted? 

 

You really are struggling to grasp that the sale by Foulger of the shares to MA was a private transaction that is no business of yours or mine or anybody else including D&M for that matter. If he chose to sell them for £1 or £100 it was his decision FFS !

 

[Google Bot 3,259]

19 minutes ago, essex canary said:

The question then becomes if the Foulger transaction was magnanimous, why didn't the Club simply announce the magnanimous price at which it was transacted? 

The question for me, is what would you do if you had that figure.

I'm guessing you would multiply it by the number of shares and then use that to value the club, and go from there to construct some kind of theory? 

As it's a private transaction I think publishing that figure would only go to devalue the club if it was indeed magnanimous on Foulger's part, so not sure what advantage it would be - particularly as you seem concerned about the value of your shares, you would want that protected surely.

[BigFish 1,986]

33 minutes ago, essex canary said:

Surely the Takeover Code is there to protect the interests of minority shareholders? What you appear to be suggesting is that S&J could simply act as judge and jury in sanctioning Foulger receiving a better outcome than other minorities. Wouldn't that be the antithesis of what the Code is there to protect?

@Essex Canary, you have an unhealthy obsession with Foulger and what he did with his shares that is morally and legally none of your business. It was a private and legal transaction between two individuals. By all accounts Foulger wasn't driven by the financial aspect which in part may explain why it went so smoothly.

The TOC is designed to protect minority shareholders from financial injury. If a waiver was enacted, which I do not think it will be, the TOC allows for a vote to protect all shareholders not involved in the transaction. For the allotment of shares this includes S&J so it is perfectly right and proper they get to vote and this should be the case. Although it could be argued that shareholders have already voted in favour when authorizing the allotment. Should S&J sell their share to MA then they would be involved and not get a vote.

Your legal rights are protected by the TOC, but this does not mean you can expect what you want or what you think you are entitled to. It gives protection, but not a say in the outcome for the club.

[Indy 3,285]

I'm still struggling to gauge why fans bought shares, surly it was to invest into the club during challenging times, not to make profit?

I've been asking these questions all year, who sets the price for the shares and the way this has all been set up speaks to me that Foulger wanted out, Webber lined up MA, the sale agreed by Foulger at his price and as above it's nobody's business at the price agreed. I'm not sure why other than good will why MA invested £10 million into the club using cat C shares but that's again his business.

Where things are now is for anyone to guess, I'm sure there's lots of discussions and potentially these are going to be as long as there's no agreed way forward in limbo as they are, I'm not sure who set the price for the additional 194,000 new shares and if it's on open dialogue on the price I'm sure MA will want to purchase these as low as possible to gain control of the club with the least outlay possible. Really it's down to the current owners and potentially new ones to agree on this and the way forwards, but while this might take time and be prickly the parties need to work together at boardroom level for the best way forwards.

It's all very complex and longwinded for the position we find ourselves in, thanks again to Big Fish, GMF & Purple for their comments on this thread very informative.👍

[essex canary 492]

32 minutes ago, Indy said:

I'm still struggling to gauge why fans bought shares, surly it was to invest into the club during challenging times, not to make profit?

I've been asking these questions all year, who sets the price for the shares and the way this has all been set up speaks to me that Foulger wanted out, Webber lined up MA, the sale agreed by Foulger at his price and as above it's nobody's business at the price agreed. I'm not sure why other than good will why MA invested £10 million into the club using cat C shares but that's again his business.

Where things are now is for anyone to guess, I'm sure there's lots of discussions and potentially these are going to be as long as there's no agreed way forward in limbo as they are, I'm not sure who set the price for the additional 194,000 new shares and if it's on open dialogue on the price I'm sure MA will want to purchase these as low as possible to gain control of the club with the least outlay possible. Really it's down to the current owners and potentially new ones to agree on this and the way forwards, but while this might take time and be prickly the parties need to work together at boardroom level for the best way forwards.

It's all very complex and longwinded for the position we find ourselves in, thanks again to Big Fish, GMF & Purple for their comments on this thread very informative.👍

If Foulger sold at even £30 per share he would have made a profit albeit a modest one. Burnley minority shareholders made a huge profit. If investing in say Charlton or Southend 20 years ago, no profits would be available only considerable losses such is the nature of owning shares. 

How is MA's £10 million injection seen as goodwill when at least potentially he can claim a 7% return? 

It certainly is a little peculiar as to how 3 months ago the Club gave the impression that 194,512 ordinary shares would be available for a capital injection but now this appears to be off the agenda for next season.  It perhaps suggests they underestimated the complexities somewhere down the line? Can this really be seen as good management and custodianship?

[Soldier on 160]

I don’t necessarily think it’s off the agenda ? Not a sensible thing to shout from the rooftops ahead of a transfer window though surely ?

[Google Bot 3,259]

35 minutes ago, essex canary said:

How is MA's £10 million injection seen as goodwill when at least potentially he can claim a 7% return? 

More like a 60% return, £6m interest over seven years was reported wasn't it?  (Likely to be converted to shares of course)

Is this your house analogy from last week perhaps?  A way of generating money where it doesn't actually exist - spend £10m and make it look like £16m.

Edited May 22, 2023 by Google Bot

[shefcanary 2,389]

1 hour ago, TIL 1010 said:

You really are struggling to grasp that the sale by Foulger of the shares to MA was a private transaction that is no business of yours or mine or anybody else including D&M for that matter. If he chose to sell them for £1 or £100 it was his decision FFS !

 

Ah, but Mr Foulger is also a director of the club! That in company law makes it very different.

Sure, he is able to sell his shares at whatever level he wants to, but he has a fiduciary duty to share the information that influenced his choice of selling price. A director affecting the traded share price of a public limited company, either up or down, should make their dealings transparent to enable a "fair" market for all. In theory they cannot trade shares on knowledge that the "market" does not have. I accept the market for Norwich shares is not that public, but rules is rules. 

I say this not to support Essex, but highlighting one way that the truth behind the "takeover" could be flushed out. However I haven't the will or the money to fight a civil case that in all probability would take so long the "takover" or whatever will long have been completed by then.

Edited May 22, 2023 by shefcanary

[GMF 736]

23 minutes ago, shefcanary said:

Ah, but Mr Foulger is also a director of the club! That in company law makes it very different.

Sure, he is able to sell his shares at whatever level he wants to, but he has a fiduciary duty to share the information that influenced his choice of selling price. A director affecting the traded share price of a public limited company, either up or down, should make their dealings transparent to enable a "fair" market for all. In theory they cannot trade shares on knowledge that the "market" does not have. I accept the market for Norwich shares is not that public, but rules is rules. 

I say this not to support Essex, but highlighting one way that the truth behind the "takeover" could be flushed out. However I haven't the will or the money to fight a civil case that in all probability would take so long the "takover" or whatever will long have been completed by then.

Everything you say @sheffcanary is true to a point, but bear in mind, as I’ve alluded to before, MF’s sale was about more than the purchase price, it also included the requirement for Attanasio to inject additional liquidity via the C-preference shares.

MF’s transaction is only of relevance if, it took the purchaser above 30% at the time (which it didn’t) or if any subsequent transactions (such as the proposed allotment of new shares) occurs within a 12 month period thereafter, as now looks likely.

However, the pricing of the initial transfer is only of relevance if it’s higher than the proposed allotment price. I’ve repeatedly said that this seems unlikely, but it is a matter for the TOC to satisfy itself on before they approve whatever course of action is proposed by the Club. 

[essex canary 492]

2 hours ago, GMF said:

Everything you say @sheffcanary is true to a point, but bear in mind, as I’ve alluded to before, MF’s sale was about more than the purchase price, it also included the requirement for Attanasio to inject additional liquidity via the C-preference shares.

MF’s transaction is only of relevance if, it took the purchaser above 30% at the time (which it didn’t) or if any subsequent transactions (such as the proposed allotment of new shares) occurs within a 12 month period thereafter, as now looks likely.

However, the pricing of the initial transfer is only of relevance if it’s higher than the proposed allotment price. I’ve repeatedly said that this seems unlikely, but it is a matter for the TOC to satisfy itself on before they approve whatever course of action is proposed by the Club. 

The TOC panel must make a judgement in the spirit of the law rather than just it's letter. In that sense surely both the 30% and the time expiry are subservient to the overall consideration of the 'spirit' of the transaction?

[essex canary 492]

3 hours ago, shefcanary said:

Ah, but Mr Foulger is also a director of the club! That in company law makes it very different.

Sure, he is able to sell his shares at whatever level he wants to, but he has a fiduciary duty to share the information that influenced his choice of selling price. A director affecting the traded share price of a public limited company, either up or down, should make their dealings transparent to enable a "fair" market for all. In theory they cannot trade shares on knowledge that the "market" does not have. I accept the market for Norwich shares is not that public, but rules is rules. 

I say this not to support Essex, but highlighting one way that the truth behind the "takeover" could be flushed out. However I haven't the will or the money to fight a civil case that in all probability would take so long the "takover" or whatever will long have been completed by then.

Certainly not worth fighting a case for 4 shares or indeed somewhat more. Perhaps the TOC Panel themselves would assist or whilst a little toothless, but perhaps improved,  the IFO (Independent Football Ombudsman).

A great post for the attention of those who think the operations of our Football Club are whiter than white.

[Indy 3,285]

4 hours ago, essex canary said:

How is MA's £10 million injection seen as goodwill when at least potentially he can claim a 7% return? 

Of course it is, he had no obligation to  buy the share allocation, the club needed it. He's protected his investment as any potential investor would, and the question is how it will be transferred if the move for the club goes forwards or if he deems the takeover isn't going to happen then he gets a return on the money. 

Funny that people are not unhappy for our current share holders to make a big profit on a very minimal amount invested in 28 years yet someone investing more in one share allocation gets criticism for protecting his money.

Edited May 22, 2023 by Indy

[NewNestCarrow 190]

5 hours ago, Indy said:

I'm still struggling to gauge why fans bought shares, surly it was to invest into the club during challenging times, not to make profit?

 

Virtually all fans who have ever purchased NCFC shares have done so with no thought of financial benefit.

Indeed, the prospectus usually made it CRYSTAL CLEAR that these shares were not likely to produce a return.

Of course, there are always one or two who think only of themselves and what benefit they can squeeze out of the deal.

[PurpleCanary 5,554]

26 minutes ago, Indy said:

Of course it is, he had no obligation to  buy the share allocation, the club needed it. He's protected his investment as any potential investor would, and the question is how it will be transferred if the move for the club goes forwards or if he deems the takeover isn't going to happen then he gets a return on the money. 

Funny that people are not unhappy for our current share holders to make a big profit on a very minimal amount invested in 28 years yet someone investing more in one share allocation gets criticism for protecting his money.

Indy, one way of comparing these two investments would be to look at what percentage they were of the investor's total wealth...🤡

[essex canary 492]

49 minutes ago, NewNestCarrow said:

Virtually all fans who have ever purchased NCFC shares have done so with no thought of financial benefit.

Indeed, the prospectus usually made it CRYSTAL CLEAR that these shares were not likely to produce a return.

Of course, there are always one or two who think only of themselves and what benefit they can squeeze out of the deal.

The quote from the 2002 Prospectus is 'The value of the Offer Shares can go down as well as up and subscribers may not be able to recover their original investment.'

Given the increase in Club Turnover in the past 20 years 'up' might be a reasonable expectation. 

 

[Soldier on 160]

Don’t think anyone invested for personal gain. People just want to see the club thriving.

[BigFish 1,986]

2 hours ago, essex canary said:

The TOC panel must make a judgement in the spirit of the law rather than just it's letter. In that sense surely both the 30% and the time expiry are subservient to the overall consideration of the 'spirit' of the transaction?

That really isn't how the law works.

[essex canary 492]

12 minutes ago, Soldier on said:

Don’t think anyone invested for personal gain. People just want to see the club thriving.

If you look at Burnley they are thriving, they have offered their minority shareholders very handsomely and presumably largely paid them up and moved on to a new ownership structure more suitable for the 2020's. Dynamism in action. Meanwhile at Carrow Road?

[Google Bot 3,259]

5 minutes ago, essex canary said:

Meanwhile at Carrow Road?

I see the club I support. ...and?

[NewNestCarrow 190]

27 minutes ago, essex canary said:

The quote from the 2002 Prospectus is 'The value of the Offer Shares can go down as well as up and subscribers may not be able to recover their original investment.'

Given the increase in Club Turnover in the past 20 years 'up' might be a reasonable expectation.

The 2002 Prospectus p21:  "It is unlikely that dividends will be declared on the Ordinary Shares in the foreseeable future"

The 2002 Prospectus p44:  "...the Directors do not anticipate paying dividends to holders of Ordinary Shares in the foreseeable future"

The 2002 Prospectus p8:  "You are strongly urged to support your Club by subscribing generously"

LIke I said, virtually all fans Subscribing did so to help the Club and not to line their own pockets, then or in the future. .

[TIL 1010 4,722]

Anybody know what the personal detail changes regarding Tom Smith at Companies House relate to ?