Mark Attanasio

[wcorkcanary 4,342]

21 hours ago, Soldier on said:

. Club needs a freshen up from the top and think it would give everyone a boost if we heard what the vision is for our future moving forwards.

😂😂😂 just done a course on corporate bullshoite? 😁😁😁...' what the vision is for our future going forwards  Ha ferkin Ha. 

[essex canary 506]

1 hour ago, wcorkcanary said:

😂😂😂 just done a course on corporate bullshoite? 😁😁😁...' what the vision is for our future going forwards  Ha ferkin Ha. 

Agreed. With Zoe in charge of Vision, he must be having a laugh.

[wcorkcanary 4,342]

20 minutes ago, essex canary said:

Agreed. With Zoe in charge of Vision, he must be having a laugh.

Sour cont you are.  At least he is  actually interested in the Club succeeding, and not just whining about Zoe Ward, and the potential return on your ' helping the Club ' . I sincerely  recommend  you read back though your posts  and see just how childish  and Petty your little campaign is. You tried to gain an advantage  that you were not entitled to, ZW  is, as far as we all know , entitled to her agreed wage  us any bonuses due. If you have any evidence( and I mean evidence not just your opinion) to the contrary, please please  enlighten us. Or just shut up.

 

[TIL 1010 4,798]

22 hours ago, essex canary said:

Distinctly possible. With the distinct potential for ensuring that a settlement available to the 80,000 shares  in the Foulger family Trust Fund aren't available for the 160,000 shares in minority hands. But then according to many here only greed and avarice would suggest that it should be.

Where has it been established that the 80,000 shares in the name of Sarah Foulger are actually a Foulger family Trust ?

[GMF 757]

8 minutes ago, TIL 1010 said:

Where has it been established that the 80,000 shares in the name of Sarah Foulger are actually a Foulger family Trust ?

It hasn’t been established - someone is probably just guessing, rather than relying upon the facts within publicly disclosed documents…

[TIL 1010 4,798]

1 minute ago, GMF said:

It hasn’t been established - someone is probably just guessing, rather than relying upon the facts within publicly disclosed documents…

Indeed Gary.

[GMF 757]

14 hours ago, essex canary said:

 

I agree we don't know the full context of how the Takeover Panel operates though 2 posters were suggesting a 12 month guillotine.

 

The twelve month time period relates specifically to the time limit for consideration of previous share trades, rather than the time line I was referring to for the Takeover Panel dealing with any proposals put forward to them for consideration. Two separate points.

Edited June 6, 2023 by GMF
Typo

[Don J Demorr 162]

22 hours ago, Parma Ham's gone mouldy said:

Without putting words into his mouth this is the kind of realpolitik self-assessment that @Don J Demorr has clearly indicated is essential before embarking on black and white mission statements - however well-intended or positive for PR externally.

Parma 

You won’t need me to tell you that Parma is exactly right. However, the no doubt erudite discussion on the matter of share ownership in this thread might as well be written in Babylonic Cuneiform as far as I’m concerned, so if I might I will try to return to more familiar ground. I hope this is germane to the point at issue, which I believe is how Mr Attenasio should prepare NCFC to thrive in the future. What is the [his?] Club for and how should it behave? Maybe I can have a crack at a realpolitik self-assessment on the Club’s behalf. I am going to wander about a bit but I will get back to the point eventually. Honest.

I am no great admirer of professional sport of most kinds and elite Association Football is one of the least admirable. Even in this context I think there is nobody in this country who is not absolutely appalled at the egregious behaviour of the players (sic) of both teams and managers before during and after the Europa League Final confrontation between Sevilla and Roma. I was struck by the fact that one newspaper referred to this tawdry affair as a “game”. I have a lifelong interest in games of all kinds and I didn’t recognise this as a game at all, so I went back to first principles and tried to answer the question “What is a Game?”

Sure enough I found the answer in a paper from Cambridge University: -

Official Journal of the Philosophy of Science Association

What is a Game?

(Published online by Cambridge University Press:  14 March 2022)

“By means of a critical examination of a number of theses as to the nature of game-playing, the following definition is advanced:

To play a game is to engage in activity directed toward bringing about a specific state of affairs, using only means permitted by specific rules, where the means permitted by the rules are more limited in scope than they would be in the absence of the rules, and where the sole reason for accepting such limitation is to make possible such activity.”   [My bold]

Association Football is governed by the Laws of the Game, administered by the International Football Association Board (IFAB).

The two organisations involved in the confrontation in Budapest were very clearly treating these Laws of the Game with complete contempt. It follows that they were not playing the game of Association Football at all, but were doing something else, to different and unwritten rules which were unquestionably outside the Laws but generally accepted by both parties, both of whom tried to bully the Referee into acquiescence.

This was a particularly awful example but it seems to me that it is not unusual for the Laws of the Game to be set aside by mutual agreement between adversaries in the Soccer competitions in this country and by pundits and officials as complained about elsewhere in this Forum.

The only purpose of operating outside the Laws is to “win” by cheating, not only on the field of play but in the Boardrooms. It must be said that this is a successful gambit more often than not.

Reading these hallowed columns it would seem that people opine and admire that NCFC is significantly closer to adhering to the Laws than are rival clubs. If this is true then maybe that is why the club succeeds at a relatively “unsophisticated” Championship level but fails in a context of more accomplished and assiduous cheats.

This brings me now to Mr Attanasio’s dilemma. If the aspiration is to be a member of the English Premier League then it must behave like an EPL club. This means playing a game which looks like and pretends to be Association Football but has its own unwritten Laws which are generally accepted. There is no prospect whatsoever of the EPL changing its behaviour, so - if you can’t beat ‘em you have to join ‘em. There is no other choice.

As I have remarked earlier Purpose defines Behaviour.

This conclusion will no doubt be unwelcome to many NCFC supporters and I have the greatest sympathy with that view but in Parma’s language that has to be the only  realpolitik self-assessment.

As an aside – if both teams “cheat” in exactly the same way is either of them really cheating or are they playing a similar but different game from Association Football?

[shefcanary 2,465]

On 05/06/2023 at 13:25, Soldier on said:

Do we know specifically when the 12 month anniversary would be ?

I don't, as the last confirmation statement to Companies House (in which such share transactions would be discussed) filed in November 2022 did not detail any Attanasio share dealings. On the basis there was some truth to one or all the published articles on this matter, I can only hypothesise that Attanasio's dealings with Foulger, the family trust and other minorities were completed before September 2022's General Meeting at which the share allotment was announced, but after the date of the year end for the last set of accounts which myself and others on here feel the club used as the basis for the cut-off for reporting of share dealings on the Confirmation Statement. If so it would suggest August 2022, which would mean any subsequent takeover at a price not caught by plc takeover rules would have to wait until after the next season has kicked off.

But of course I may be completely wrong. 

So we continue to wait for any formal announcement from the club on this matter.

[shefcanary 2,465]

4 hours ago, TIL 1010 said:

Indeed Gary.

Back on 17 October 2022, Tilly you posited in the Annual Report thread that you thought the 80,000 had been purchased by Attanasio, after you identified a discrepancy between the 2021 and 2022 accounts regarding Foulger's beneficial interest shareholding. Further discussion between you, me and GMF did not reach a conclusion on this, no one else at the time seemed interested.

In this thread you said definitively 80,000 shares are held in the name of Sarah Foulger. Given I may have seemingly misinterpreted our discussion last October I decided to trawl recent Confirmation Statements for confirmation of the Foulger holding. Forgive me for detailing the following but this is the first time (unforgivably) I have delved in detail in this.

The 2020, 2021 and 2022 statements detail only movements in shareholding and

Foulger is not mentioned at all. The 2019 statement has a full listing of shareholders and their holding. Foulger in that document held 6,200 in his own name and 12,000 in his name and JT Holder (?). 80,000 were in the name of Sarah Foulger and Colin Wright. The accounts said he held beneficial interests in 98,200 at that date confirming this split.

There is therefore no explicit mention of a Foulger family trust holding shares in the club. I therefore take back all my discussion of such a trust and apologise for misleading anyone. 

This still leaves unanswered which shares Attanasio has acquired. I still side with 18,100 for the £3m Bailey has quoted as the maths work based on the £100m valuation inputed by the September 2022 C Preference share issue, but this would leave Sarah Foulger as a significant player in any future transaction. Is she a reason for the delay in the February 2023 allotment? 

 

 

[GMF 757]

@shefcanary historically the confirmation statement has listed all share transfers in the year since the last one, the relevant date being the 11 October each year. (Periodically, the Club provides all full list of all shares holdings, the last one being back in 2019, and 2013 before that.)

The 2022 confirmation statement differed from those previously because it didn’t make any reference to any transfers from the Board meeting at the end of September. That could mean that there simply weren’t any transactions, although that seems highly unlikely, especially as the Club informed shareholders earlier in September that MA had acquired various minority shareholdings, including those of MF.

On a technicality, it is possible that the sales had been agreed, but the payments of stamp duty had yet to be received from HMRC, which could delay completion of the deal. Personal experience tells me that can happen.

Alternatively, the Club could have simply deferred any proposed transfers to the following meeting, which would have been after the confirmation statement was issued.

One thing I am fairly certain about is that MF sold all but a handful of his shares. He would, of course, had to have retained a minimum of 100 to stay as a director of the club. 

Edited June 6, 2023 by GMF
Typo

[Parma Ham's gone mouldy 2,243]

2 minutes ago, GMF said:

@shefcanary historically the confirmation statement has listed all share transfers in the year since the last one, the relevant date being the 11 October each year. (Periodically, the Club provides all full list of all shares holdings, the last one being back in 2019, and 2013 before that.)

The 2022 confirmation statement differed from those previously because it didn’t make any reference to any transfers from the Board meeting at the end of September. That could mean that there simply weren’t any transactions, although that seems highly unlikely, especially as the Club informed shareholders earlier in September that MA had acquired various minority shareholdings, including those of MF.

On a technicality, it is possible that the sales had been agreed, but the payments of stamp duty had yet to be received from HMRC, which could delay completion of the deal. Personal experience tells me that can happen.

Alternatively, the Club could have simply deferred any proposed transfers to the following meeting, which would have been after the confirmation statement was issued.

One thing I am fairly certain about is that MF sold all but a handful of his shares. He would, of course, had to have retained a minimum of 100 to stay as a director of the club. 

I wonder if it might be helpful @GMF for you to clarify the phrase ‘all but a handful of his shares’

There are multiple references on this thread about different shareholdings owned, controlled or with a beneficial interest attributed to Michael Foulger.

As others have pointed out, those owned -say - by members of his family, do not necessarily have to have anything to do with Michael Foulger per se. 

Parma 

[PurpleCanary 5,585]

This isn't an answer to the question of how many shares Foulger sold to Attanasio, but I believe he had kept the crucial voting right for all those he passed onto members of his family and/or friends.

Edited June 6, 2023 by PurpleCanary

[GMF 757]

@Parma Ham's gone mouldy there’s been far too much speculation about what MF may, or may not have done with the shares he and his family owned.

As I’ve said before he had to retain a minimum of 100 shares to remain as a director, however, I believe that he retained more than that, (but less than ethics!) 

[essex canary 506]

1 hour ago, GMF said:

@Parma Ham's gone mouldy there’s been far too much speculation about what MF may, or may not have done with the shares he and his family owned.

As I’ve said before he had to retain a minimum of 100 shares to remain as a director, however, I believe that he retained more than that, (but less than ethics!) 

To take the second paragraph first have you picked up on the subtle changes at paragraph 11 of the Articles of Association approved last September which may have a bearing on that requirement? 

I am sure the first paragraph dismisses far more important issues. I note that @shefcanary states that there is no explicit evidence of a Trust Fund, he nonetheless goes on to mention a third party (Colin Wright - could he be a Trustee?) and also reconfirms his conviction that the Foulger interests were disposed of based on the club valuation of £100 milllion.

@PurpleCanary has previously raised the issue of whether 'intent' rather than 'execution' should be the basis of the consideration of the 30% takeover threshold. Did that 'intent first come into play with Foulger's transactions?

When buying our shares, shareholders could perhaps take some comfort from the 75% required for a Special Resolution. Clearly we can't any longer. If you want part of the Club to be fan owned better then for that to be accommodated by Fans Trusts who may be able to have some influence rather than by individual fans who cannot.

[GMF 757]

@essex canary you’re either on a wind up, or struggling with the basics, as much of this stuff has been covered previously.

Notwithstanding, to answer the question in your first paragraph, it’s irrelevant if MF retained 100 shares or more. If he hadn’t done so, then there would have been a requirement for an ordinary resolution to be passed at either of the subsequent general meetings or the AGM. 

As for your second paragraph, presume what you want - how the shares were held was only of relevance to the owner(s). What’s relevant is how many were sold and at what price and, given that the price is unknown, being a private transaction, anything relating to the Club valuation is speculation, which reaffirms my first point.

Third paragraph, given that MF’s holding was less than 16%, clearly not for the first transfer, as the Takeover Code comes into play at 30%. It could, however, become relevant as a consequence of the second general meeting, if the intention is for the proposed allotment to go to MA. That’s a matter for the Takeover Panel to be satisfied on, but there’s also wider issues in play, hence the delay in obtaining regulatory approval.

If you have particular concerns regarding the voting procedure at recent meetings, you might want to take them up with the Legal Director, before he leaves. No doubt he’ll be delighted to hear from you. Again! 

[essex canary 506]

@GMF

Take your point on the lack of resolutions if that is the case (I haven't retained my meeting papers). Still a little perplexing though as to why the rule was modified.

The price may indeed be speculation. You have though,  suggested it is low, which wouldn't fit a Trust situation if that is what it is. Of course such a name as Colin Wright isn't easy to track down with any certainty. The name crops up in connection with a firm of City Centre solicitors in a Google search. Could be completely unrelated but nonetheless a very interesting read.

The interpretation of "intent' is equally interesting. I wouldn't have thought MF was at any time expecting MA to be MF version 2?

I am a little puzzled as to how they could be certain that they got 75% of the required votes at the last meeting though it is distinctly possible that Attanasio's hoovering up of the non Foulger shares solved that one. It certainly won't be an issue when new shares come into play. No real value in seeking further clarification from the Club.

Not sure why MF would want to keep more than 100 shares? Maybe he wants to maintain parity with Stephen Fry? Not that I care about that just that I do care about female offspring being seen to be treated equally regardless of whether their fathers are Directors or still with us and the wider issues of equality of treatment in the light of EDI policy.

[PurpleCanary 5,585]

2 hours ago, essex canary said:

PurpleCanary has previously raised the issue of whether 'intent' rather than 'execution' should be the basis of the consideration of the 30% takeover threshold. Did that 'intent first come into play with Foulger's transactions?

When buying our shares, shareholders could perhaps take some comfort from the 75% required for a Special Resolution. Clearly we can't any longer. If you want part of the Club to be fan owned better then for that to be accommodated by Fans Trusts who may be able to have some influence rather than by individual fans who cannot.

You may be referring to this post:

“I really am not an expert but I get the impression you may be ascribing to the Takeover Code/Panel more influence over the treatment of minority shareholders than is justified. The Code/Panel does insist that  if someone gets to 30 per cent then the subsequent manadatory offer to the minorities has to be at the highest price paid by the potential owner in the last 12 months.

“And the Code/Panel does have the power to approve or not approve any application by the potential owner to waive that otherwise mandatory offer.

"So the Code/Panel does get involved in the fairness or otherwise of the parts of the current offer within itself. But what you seem to want/expect is for the Code/Panel also to take into account historical factors and supposed inequalities and injustices that are not directly relevant to the current offer, and I doubt that is the case.”

To repeat, I am no expert, but to be clear I am not saying the Takeover Panel prioritises sentiment over its rules. It has a remit to protect minority shareholders in a takeover – hence the 30 per cent proviso - but it uses its rules to try to achieve that, based on the facts of the deal. And you still seem oblivious to what I believe is the truth of my last paragraph.

You have a valid point about what kind of deal minority shareholders will get, but then a poster here has been warning about that for a decade or more, ever since Delia said she would give the club away for nothing to the right person.

Every so often someone would demand that she did just that, only for this spoilsport poster to point out that it would sell minority shareholders right down the river. It happened so often I imagine they had the reply all ready on a save-string.

Finally it has turned into a real as opposed to a theoretical problem. Can’t for the life of me though remember who this Cassandra was…🤩

[GMF 757]

43 minutes ago, essex canary said:

@GMF

Still a little perplexing though as to why the rule was modified.

I am a little puzzled as to how they could be certain that they got 75% of the required votes at the last meeting though it is distinctly possible that Attanasio's hoovering up of the non Foulger shares solved that one. It certainly won't be an issue when new shares come into play. No real value in seeking further clarification from the Club.

 

Common sense behind the rule being modified. It avoids the need for the historical arrangement of MWJ lending 100 shares to McNally, Jezza Moxey, Steve Stone and, presumably, Zoe Ward, in order to satisfy the AoA requirement. I’d also expect it to be used when the replacement director for MF is announced…

Votes cast by proxy or a show of hands in the room is the answer to your puzzlement… 

[Soldier on 168]

What are the odds this gets announced straight after the transfer window closes ?

[shefcanary 2,465]

17 minutes ago, Soldier on said:

What are the odds this gets announced straight after the transfer window closes ?

Relatively high! 😉 😉 

[essex canary 506]

On 07/06/2023 at 13:56, PurpleCanary said:

You may be referring to this post:

“I really am not an expert but I get the impression you may be ascribing to the Takeover Code/Panel more influence over the treatment of minority shareholders than is justified. The Code/Panel does insist that  if someone gets to 30 per cent then the subsequent manadatory offer to the minorities has to be at the highest price paid by the potential owner in the last 12 months.

 

 

Can they just play for time and then have no obligation regardless of circumstances?

Just thinking that a situation with no Director involved could appear somewhat different to when such a Director is involved.

[essex canary 506]

On 07/06/2023 at 14:14, GMF said:

Common sense behind the rule being modified. It avoids the need for the historical arrangement of MWJ lending 100 shares to McNally, Jezza Moxey, Steve Stone and, presumably, Zoe Ward, in order to satisfy the AoA requirement. I’d also expect it to be used when the replacement director for MF is announced…

Votes cast by proxy or a show of hands in the room is the answer to your puzzlement… 

You missed out Stephan Phillips. the only person to have been an AD but never to have purchased any shares.  Agreed that the change is sensible.

Seeing as were only around 500 votes by proxy or show of hands only 2,000 or so share votes could be guaranteed unless they aligned the proxies to number of shares held.

[essex canary 506]

40 minutes ago, Soldier on said:

What are the odds this gets announced straight after the transfer window closes ?

Indeed. Could be risking £200 million for an absolute maximum of £20 million  morally owed.

[NewNestCarrow 203]

On 06/06/2023 at 16:23, shefcanary said:

I don't, as the last confirmation statement to Companies House (in which such share transactions would be discussed) filed in November 2022 did not detail any Attanasio share dealings. On the basis there was some truth to one or all the published articles on this matter, I can only hypothesise that Attanasio's dealings with Foulger, the family trust and other minorities were completed before September 2022's General Meeting at which the share allotment was announced, but after the date of the year end for the last set of accounts which myself and others on here feel the club used as the basis for the cut-off for reporting of share dealings on the Confirmation Statement. If so it would suggest August 2022, which would mean any subsequent takeover at a price not caught by plc takeover rules would have to wait until after the next season has kicked off.

But of course I may be completely wrong. 

So we continue to wait for any formal announcement from the club on this matter.

The Annual Report says (p72):  "During September 2022 MA ...purchased a minority interest in the club. The transaction included the purchase of all shares held by MF along with some other minority holdings... MA was appointed as a Director ...effective from 12 September 2022"

So around end of August 2023 seems logical (transfer window closes on Sept 1st)

Taken literally "all shares held by MF" could be those held in his name only, while "other minority holdings" could be shares held by member of the Foulger family who are not called Michael!

[NewNestCarrow 203]

16 minutes ago, essex canary said:

You missed out Stephan Phillips. the only person to have been an AD but never to have purchased any shares.  Agreed that the change is sensible.

Seeing as were only around 500 votes by proxy or show of hands only 2,000 or so share votes could be guaranteed unless they aligned the proxies to number of shares held.

Do you mean that Phillips never paid the AD joining fee (£25k) or that, literally, he never purchased any NCFC shares?

[PurpleCanary 5,585]

1 hour ago, Soldier on said:

What are the odds this gets announced straight after the transfer window closes ?

As Shef says the odds are high. It is possible, but if that happened it would be a pure coincidence. I am sure that is not why nothing has been announced yet.

[PurpleCanary 5,585]

1 hour ago, essex canary said:

Can they just play for time and then have no obligation regardless of circumstances?

Just thinking that a situation with no Director involved could appear somewhat different to when such a Director is involved.

Not as far as I know. The only recourse I am aware of to avoid making an offer to the minorities is, as said before, what is commonly called a whitewash waiver.

[GMF 757]

1 hour ago, essex canary said:

You missed out Stephan Phillips. the only person to have been an AD but never to have purchased any shares.  Agreed that the change is sensible.

Seeing as were only around 500 votes by proxy or show of hands only 2,000 or so share votes could be guaranteed unless they aligned the proxies to number of shares held.

Is that correct for Stephan Phillips, or are you making it up?

[essex canary 506]

3 hours ago, GMF said:

Is that correct for Stephan Phillips, or are you making it up?

Phillips was initially a member of the AD Group on account of shares held by his then employer. The rules were later changed to exclude Corporate Members. 

I am guessing this is still the Board in the entrance at Carrow Road including some deceased members

Edited June 8, 2023 by essex canary