Mark Attanasio

[Soldier on 160]

Club appear to have made a massive miscalculation whatever is/has gone on. Comms poor throughout.

[PurpleCanary 5,562]

50 minutes ago, essex canary said:

When we started out the minorities including Foulger amounted to 47%. Why couldn't MA simply have offered to buy them all out? What subsequently happens with S&J and new money could surely have simply followed on? 

That would be a question for Attanasio.

[essex canary 496]

37 minutes ago, PurpleCanary said:

That would be a question for Attanasio.

...and maybe a preoccupation for the TP given that had the deal have gone ahead as apparently planned this spring, other shareholders ought to have had the same exit rights as Pleasure and Leisure?

[BigFish 1,987]

1 hour ago, essex canary said:

When we started out the minorities including Foulger amounted to 47%. Why couldn't MA simply have offered to buy them all out? What subsequently happens with S&J and new money could surely have simply followed on? 

 

39 minutes ago, PurpleCanary said:

That would be a question for Attanasio.

He could, and it is. From my view there would be a few issues with that:

1) MA would become a/the significant minority shareholder but with no formal power, he would be totally beholden to S&J who could sell their majority stake to someone else at a price of their own choosing. Not something any hard nosed business man would take a risk on.

2) It injects zero capital into the club.

3) Should any rights issue take place in future to address 2, there is very little headroom before 2 is reversed and S&J become minority s/h to MA's majority and they have the risk that they are formally beholden to a hard nosed businessman.

[BigFish 1,987]

9 minutes ago, essex canary said:

...and maybe a preoccupation for the TP given that had the deal have gone ahead as apparently planned this spring, other shareholders ought to have had the same exit rights as Pleasure and Leisure?

You already have the same exit rights as P&L did

[essex canary 496]

10 minutes ago, BigFish said:

 

He could, and it is. From my view there would be a few issues with that:

1) MA would become a/the significant minority shareholder but with no formal power, he would be totally beholden to S&J who could sell their majority stake to someone else at a price of their own choosing. Not something any hard nosed business man would take a risk on.

2) It injects zero capital into the club.

3) Should any rights issue take place in future to address 2, there is very little headroom before 2 is reversed and S&J become minority s/h to MA's majority and they have the risk that they are formally beholden to a hard nosed businessman.

None of that is really the problem for minority shareholders.

[essex canary 496]

8 minutes ago, BigFish said:

You already have the same exit rights as P&L did

Accepted that £30 per share is probably achievable. Not potentially for everyone at the same time though. Equally most purchasers want small holdings so not easily achieved in 1 transaction or even a reasonably modest number of transactions with my holding so in a sense I don't have the same exit rights with remotely the same convenience.

[BigFish 1,987]

6 minutes ago, essex canary said:

None of that is really the problem for minority shareholders.

 

2 minutes ago, essex canary said:

Accepted that £30 per share is probably achievable. Not potentially for everyone at the same time though. Equally most purchasers want small holdings so not easily achieved in 1 transaction or even a reasonably modest number of transactions with my holding so in a sense I don't have the same exit rights with remotely the same convenience.

Minority shareholders have legal protections but no real say in what options they are given.

Your right, as things stand, is to sell your shareholding if you can find a willing purchaser at a price that is agreeable to you both. The is just the same as for the Jones family. You also have a right to retain your shares for as long as you wish unless someone takes the company private. Caveat Emptor applies de facto if not necessarily de jure in that you would have been aware of this when you purchased your shares. Nothing has changed with regards to your rights. Your problem appears to be that no one is particularly interested in hoovering up the small shareholdings at this point but you do not have a right to compel anyone to purchase your shares. That would be unreasonable. Unless of course there is no waiver, the TOC applies and MA's shareholding goes above 30%. It is that right it seems to be suggested that MA is intending to ask the minority shareholders to collectively forego.

[GMF 746]

Fag packet calculations incoming…

MA almost certainly has somewhere in the region of 20% - 21% of the existing shareholding following his acquisition of various (still undisclosed) minority interests last September.

He would have to acquire in the region of another 60,000 shares from existing shareholders to cross the 30% holding, which would legally require a formal offer.

The issue here clearly isn’t one of affordability, especially if the proposal is to acquire 194,512 new shares. Instead, it’s seemingly about the quickest way to acquire a larger shareholding, with minority shareholders potentially being bypassed on the route to achieve his desired destination.

 

[stratton canary 134]

Must be the most long winded investment in a football club ever!  Come on Zoe must be time for another update! 

[Soldier on 160]

1 hour ago, GMF said:

Fag packet calculations incoming…

MA almost certainly has somewhere in the region of 20% - 21% of the existing shareholding following his acquisition of various (still undisclosed) minority interests last September.

He would have to acquire in the region of another 60,000 shares from existing shareholders to cross the 30% holding, which would legally require a formal offer.

The issue here clearly isn’t one of affordability, especially if the proposal is to acquire 194,512 new shares. Instead, it’s seemingly about the quickest way to acquire a larger shareholding, with minority shareholders potentially being bypassed on the route to achieve his desired destination.

 

I guess were he to tread that path it would be a hostile takeover ? Whereas he is trying to appease the current owners in facilitating a laborious slow handover. I guess in fairness to Delia and Michael he has also stated he needs the requisite period of time to learn the complexities of English Football.

[essex canary 496]

2 hours ago, GMF said:

Fag packet calculations incoming…

MA almost certainly has somewhere in the region of 20% - 21% of the existing shareholding following his acquisition of various (still undisclosed) minority interests last September.

He would have to acquire in the region of another 60,000 shares from existing shareholders to cross the 30% holding, which would legally require a formal offer.

The issue here clearly isn’t one of affordability, especially if the proposal is to acquire 194,512 new shares. Instead, it’s seemingly about the quickest way to acquire a larger shareholding, with minority shareholders potentially being bypassed on the route to achieve his desired destination.

 

Really! The quickest way being to invoke the equivalent of VAR for 5 months plus. If he had offered £30 or perhaps a little more would probably have acquired 60,000 or so and have solved the problem with plenty of head room for new investment.

[Canary Wundaboy 1,359]

Honestly, I am annoyed but also not surprised that we seem to be creating the most complicated and long-winded takeover possible. Other clubs just get it done, but Norwich? Nah.

[stratton canary 134]

As I said earlier Come on Zoe,  but being "nice little Norwich" we are happy just surviving! 

[Capt. Pants 4,236]

2 hours ago, Canary Wundaboy said:

Honestly, I am annoyed but also not surprised that we seem to be creating the most complicated and long-winded takeover possible. Other clubs just get it done, but Norwich? Nah.

I made the mistake of clicking on this thread for an update. Jesus wept.

I hope Attanasio is going to be a bit more dynamic in running the club, doesn't bode awfully well.

[Midlands Yellow 3,986]

This soap opera drags on and Doug King at Coventry (Norwich fan) takes control and makes things happen. Sky Blues breaking their transfer today, to have a head coach backed like this at Norwich! 

[PurpleCanary 5,562]

4 hours ago, Canary Wundaboy said:

Honestly, I am annoyed but also not surprised that we seem to be creating the most complicated and long-winded takeover possible. Other clubs just get it done, but Norwich? Nah.

It took Kroenke four years, from April 2007 to April 2011, to complete his takeover of Arsenal, moving from a minority shareholding to a majority.

The point being that Arsenal is a plc, just as Norwich City is, and this does complicate and lengthen the process. If Norwich City was still a private company, as it was until 2002, and so not subject to takeover rules, then the process could have happened quickly. A private deal behind closed doors.

Edited August 1, 2023 by PurpleCanary

[Indy 3,300]

11 minutes ago, PurpleCanary said:

It took Kroenke four years, from April 2007 to April 2011, to complete his takeover of Arsenal, moving from a minority shareholding to a majority.

The point being that Arsenal is a plc, just as Norwich City is, and this does complicate and lengthen the process. If Norwich City was still a private company, as it wanot subject to takeover rules, then 

Not really sure on this Purple as if the current partners who own 53% sold their share at a set price the rest would have the opportunity to sell theirs too and as most of the so called casual shares are owned by City fans then for the good of their club surely they would sell too for the drag along money? I understand that the process requires to be fair and independent but I assume there would be a drag along clause somewhere in the minutes for PLC too?

Edited August 1, 2023 by Indy

[essex canary 496]

4 minutes ago, PurpleCanary said:

It took Kroenke four years, from April 2007 to April 2011, to complete his takeover of Arsenal, moving from a minority shareholding to a majority.

The point being that Arsenal is a plc, just as Norwich City is, and this does complicate and lengthen the process. If Norwich City was still a private company, as it was until 2002, and so not subject to takeover rules, then the process could have happened quickly. A private deal behind closed doors.

How many clubs of similar status to Norwich are public? £2 million raised from the public in 2002 seems to be the only reason. 

Page 5 of the Articles Association (the last section of the voting paragraph) suggest that MA has 10 million votes in certain circumstances. Surely that must be a mistake?

[PurpleCanary 5,562]

2 minutes ago, Indy said:

Not really Purple if the current partners who own 53% sold their share at a set price the rest would have the opportunity to sell theirs too and as most of the so called casual shares are owned by City fans then for the good of their club surely they would sell too for the drag along money? I understand that the process requires to be fair and independent but I assume there would be a drag along clause somewhere in the minutes for PLC too?

Indy, yes, if instead of what is actually happening S&J sold their controlling stake to Attanasio he would by definition break the 30 per cent mark, it would officially be a takeover, and he would have to offer to buy out everyone else at the price paid to S&J. There would be bureaucracy and oversight but probably the process could be done reasonably quickly.

But for whatever reason, and for good or ill, the agreed plan is very different. The aim is for Attanasio to get to 40 per cent equality with S&J and stay there by means of a waiver that stops him having to offer to buy out the minorities.

Now whether the club realised it or not, and seemingly not, since it told shareholders on February 13 it expected everything to be sorted out in two weeks or so, that plan is nowhere near as straight-forward as your one,. 

And is potentially controversial, given the demand for a waiver, which goes against the Takeover Code's principle of protecting the interest of minority shareholders. I don't know, but I suspect the club and/or its advisers underestimated how problematic that might be.

[PurpleCanary 5,562]

29 minutes ago, essex canary said:

How many clubs of similar status to Norwich are public? £2 million raised from the public in 2002 seems to be the only reason. 

Page 5 of the Articles Association (the last section of the voting paragraph) suggest that MA has 10 million votes in certain circumstances. Surely that must be a mistake?

I don't know, but I would have expected you to be pleased, given that, given the Takeover Code provides some pritectio for minority shareholders. If Attanasio does want a waiver against having to offer to buy you out then you will have a vote on that.

Holders of A and B preference shares are entitled to vote I think in only one circumstance - if there is a motion to wind the company up, and probably that right applies to C preference holders.

Edited August 1, 2023 by PurpleCanary

[GMF 746]

1 hour ago, essex canary said:

How many clubs of similar status to Norwich are public? £2 million raised from the public in 2002 seems to be the only reason. 

Page 5 of the Articles Association (the last section of the voting paragraph) suggest that MA has 10 million votes in certain circumstances. Surely that must be a mistake?

It isn’t a mistake at all - the clause you are referring to only applies if a trigger event occurs, as prescribed in the AoA.

The trigger events are seemingly misunderstood by many. They are, effectively, the equivalent of an insurance policy for the C-preference shareholders (just MA, as it happens) to protect him and his financial commitment from being sidelined in the event of a trigger event occurring.

[essex canary 496]

1 hour ago, PurpleCanary said:

I don't know, but I would have expected you to be pleased, given that, given the Takeover Code provides some pritectio for minority shareholders. If Attanasio does want a waiver against having to offer to buy you out then you will have a vote on that.

Holders of A and B preference shares are entitled to vote I think in only one circumstance - if there is a motion to wind the company up, and probably that right applies to C preference holders.

Difference is though that B preference share holders get their vote per £100 share on matters pertaining to same whereas for the C preference share holder it is per £1 share. The base for A and B preference shares is much smaller anyway with multiple owners so the dominance of one person in such a vote with A and B wouldn't occur in the same way as with C where MA's vote is in vast majority.

[essex canary 496]

1 hour ago, GMF said:

It isn’t a mistake at all - the clause you are referring to only applies if a trigger event occurs, as prescribed in the AoA.

The trigger events are seemingly misunderstood by many. They are, effectively, the equivalent of an insurance policy for the C-preference shareholders (just MA, as it happens) to protect him and his financial commitment from being sidelined in the event of a trigger event occurring.

The words in the AA's are that he gets one vote for each C  preference share on 'a(ny) resolution directly or adversely affecting or abrogating the rights or privileges attached to the C preference shares'.  No mention of the Trigger event in that section.

see also my previous response to Purple.

Edited August 1, 2023 by essex canary

[chicken 2,627]

8 hours ago, Canary Wundaboy said:

Honestly, I am annoyed but also not surprised that we seem to be creating the most complicated and long-winded takeover possible. Other clubs just get it done, but Norwich? Nah.

Arsenal and Kroenke... took around a year too. I have pointed to that comparison before too.

[BigFish 1,987]

8 hours ago, chicken said:

Arsenal and Kroenke... took around a year too. I have pointed to that comparison before too.

Kroenke bought his first shares in Arsenal in April 2007. It took him until November 2009 to get to the brink of breaching the 30% threshold. That is two and a half years, and at that point he committed to buy no further shares for 12 months. It was in April 2011 that he took his holding to 66%, fully four years from the start of the process, and it wasn't until August 2018, eleven years +,  that he was able to persuade enough of the minorities to sell and take the club private. Interestingly, this required a tripling of the share price as well.

[essex canary 496]

10 hours ago, essex canary said:

Difference is though that B preference share holders get their vote per £100 share on matters pertaining to same whereas for the C preference share holder it is per £1 share. The base for A and B preference shares is much smaller anyway with multiple owners so the dominance of one person in such a vote with A and B wouldn't occur in the same way as with C where MA's vote is in vast majority.

Following on from this vote increase enhancements in the event of potential Preference Share defaults are 

A shares from 616,913 votes to 626,588 votes

B shares from 616,913 votes to 631,099 votes

C shares from 616,913 votes to 10,616,913 votes.

Does anyone see a potential problem here? Perhaps the TP does?

[chicken 2,627]

33 minutes ago, BigFish said:

Kroenke bought his first shares in Arsenal in April 2007. It took him until November 2009 to get to the brink of breaching the 30% threshold. That is two and a half years, and at that point he committed to buy no further shares for 12 months. It was in April 2011 that he took his holding to 66%, fully four years from the start of the process, and it wasn't until August 2018, eleven years +,  that he was able to persuade enough of the minorities to sell and take the club private. Interestingly, this required a tripling of the share price as well.

I stand corrected. Though it only goes to further prove that there are longer take overs... and it's not like Arsenal are doing badly.

[essex canary 496]

17 minutes ago, chicken said:

I stand corrected. Though it only goes to further prove that there are longer take overs... and it's not like Arsenal are doing badly.

They didn't do particularly well by their standards in the years in which the process was unfolding.  

[Canary Wundaboy 1,359]

1 hour ago, chicken said:

I stand corrected. Though it only goes to further prove that there are longer take overs... and it's not like Arsenal are doing badly.

Didn't Arsenal have a huge number of larger shareholdings he had to buy out, whereas Norwich didn't?