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1 hour ago, Parma Ham's gone mouldy said:

Edited 1 hour ago by Parma Ham's gone mouldy
I have endeavored to show the ‘principled negotiating’ position throughout. Not opinion

If only the Basildon B@stard had such principles. 

Edited by wcorkcanary

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21 minutes ago, wcorkcanary said:

If only the Basildon B@stard had such principles. 

Not sure that @MrBunce has them given his "deeply unimpressed that this has been presented as an ultimatum' comment.

Needless to say I am completely in agreement with that. It is one thing to bang on about supporters owning 20% of the Club, quite another to deliver the fan engagement in practice. As others have rightly pointed out to present Messrs Tom Smith and Zoe Webber as the independent advocates is completely absurd in context.

 

 

 

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20 minutes ago, essex canary said:

Not sure that @MrBunce has them given his "deeply unimpressed that this has been presented as an ultimatum' comment.

Needless to say I am completely in agreement with that. It is one thing to bang on about supporters owning 20% of the Club, quite another to deliver the fan engagement in practice. As others have rightly pointed out to present Messrs Tom Smith and Zoe Webber as the independent advocates is completely absurd in context.

 

 

 

Nearly as absurd as your claim that you wanted to " help the Club". 

' Others'  ..as you rightly ( for once) point out , have the best interests of the Club at heart.  You do not.

I hope your shares suffer a universal boycott and then your original statement may hold some water.  And you are left holding the baby. 

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8 hours ago, PurpleCanary said:

Mr Bunce, I agree with all of that. One problem is that in the absence of any truly independent analysis (Smith and Webber are essentially cheerleading for the team) shareholders who are not professionally qualified probably have to rely on the EDP’s coverage, and your critical characterisation of it is unfortunately spot on.

The crucial news angle on Monday was that shareholders have been given a pretty brutal ultimatum to vote the way the club wants on the waiver, even if it might be against their own interests, but far  being the intro to Davitt’s main story, or at least being very prominent,  it wasn’t even mentioned.

Completely agree Purple. If this was a proposal from a large plc it would be getting a negative rating from the proxy advisory agencies (ISS, Glass Lewis). It highlights again something that I know both of us have banged on about a lot - not having a strong independent chairman since Ed Balls left. 

I understand that that the club wanted to send explainers out (and for good reasons they are not allowed to). However, they would not need to were the transaction not so complex. For example, it was more clear to me this morning having read a little more that Delia is giving up quite a bit financially by being diluted at a low price for the shares. 

I'm unimpressed (even if there is principled negation) as it leaves "mom and pop" investors having to make a call on something we can't possibly hope to understand. For example, here's an important question that hasn't been answered: depending on which way the vote goes, will Mr Attanasio stop lending the club money? There are plenty more. 

To be clear, I'm warm to Mr Attanasio. His business track record is impressive. He has been a patient and thoughtful owner of the Brewers. I'm excited to see what insights from baseball he and his team might bring to Norwich. He makes many of the right noises. We just sit in a lacuna of information. 

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9 hours ago, chicken said:

Ok daft question number 1076.4...

Both our former joint majority shareholders and Mr A are at a balanced 40% each.

What would happen should they, I dunno, decide to sell some of their shares to another party, not Mr A, thus making him the biggest share holder? 

Another probably daft question: Am I right in saying that if either of the “40%” parties bought one or more additional shares, say from a disgruntled Pink Un poster looking to screw as much cash as possible from his investment, that would make them majority owners?

 At that point, would they then be obliged to offer all other shareholders the same price?
 

What if an alternative Pink Un poster (I struggle to imagine it could be the same hypothetical poster as in my first question) were to donate their share(s) for no cost to one of the 40%ers, again making them majority owners but without setting a precedent for the share price?

Edited by Nuff Said

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3 minutes ago, Nuff Said said:

Another probably daft question: Am I right in saying that if either of the “40%” parties bought one or more additional shares, say from a disgruntled Pink Un poster looking to screw as much cash as possible from his investment, that would make them majority owners?

 At that point, would they then be obliged to offer all other shareholders the same price?
 

What if an alternative Pink Un poster (I struggle to imagine it could be the same hypothetical poster as in my first question) were to donate their share(s) for no cost to one of the 40%ers, again making them majority owners but without setting a precedent for the share price?

No, no, and, er, no!

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9 hours ago, PurpleCanary said:

shareholders who are not professionally qualified probably have to rely on the EDP’s coverage, and your critical characterisation of it is unfortunately spot on.

Goes to the heart of the decline of local journalism, doesn't it? Paddy and Connor are football journalists, not qualified to analyse what sounds like a pretty complex situation. Does the EDP even have a business/finance correspondent who could parse this stuff more independently? 

I can't complain; I haven't paid for a local paper for years. But it does seem that small shareholders are being asked to make a decision on very little information. And not all of them have access to this thread.  Still very grateful to you, @PurpleCanary, and the others who have done such sterling work here. @shefcanary @GMF @MrBunce @Parma Ham's gone mouldy

As soon as I press submit I'll realise I forgot someone...

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There’s a lot of caution in a lot of people, my question is, if in 2026 MA and his team feel the club isn’t worth £25 per share for the other 60% the waiver will technically been voted for and as such has it a time line trigger still in place? So at that point is MA obliged to buy the rest and the price to be negotiated at that point as any 12 month price he paid way behind him!

There’s no guarantee to any shareholders that they will definitely make a profit from their holding, it’s going to depend on how the next three years go, how much more if any loans are required by MA to the club and any debt accrued. Of course if by voting the waiver it negates any future duty to purchase it means the status quo as it is now laid out might stay!

Edited by Indy

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Surely there’s not too many that bought shares wanting to make money. Most have done it to help the club or inherited from parents etc 

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Whilst many of us did not buy shares to make money, we did buy shares to help bail out the club when it was in a financial mess.  Sometimes I feel that this is very much overlooked.  I hope that this is not one of those times and this vote is not going to leave us shareholders in yet an even weaker position, bearing in mind our percentage holding in the club will automatically be reduced.  

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From cookery book sales to high (very) finance.

From wiki:

"Crescent Capital Group** is a global alternative investment firm focused on below investment grade credit markets with primary strategies that include funds that invest in leveraged loans, high-yield bonds, mezzanine debt, special situations, and distressed securities. The firm has approximately $40 billion of assets under management and has made investments in over 190 companies since its inception as well as expanded into the European market with operations based in London.

Since its founding in 1991, the firm has raised approximately $25 billion across seven funds.[citation needed] TCW/Crescent maintains a strategic partnership with TCW Group (Trust Company of the West), a leading institutional money management firm with approximately $180 billion in assets under management.

In January 2021, Sun Life Financial acquired a majority stake (51%) in the company.[1] The firm is based in Los Angeles."

Presumably all far too involved for us laymen, but the only thing that stood out for me was the mention of billions of dollars. I don't propose the kind of "Big Charley" binner talk (a return to their sunshine spell all those years to go) that is usually all over their site these days, but it does look as if we are no longer amongst the paupers in the Championship at least.

**P.S. Founded by Attanasio and two others in 1991.

Edited by BroadstairsR

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9 minutes ago, BroadstairsR said:

From cookery book sales to high (very) finance.

From wiki:

"Crescent Capital Group** is a global alternative investment firm focused on below investment grade credit markets with primary strategies that include funds that invest in leveraged loans, high-yield bonds, mezzanine debt, special situations, and distressed securities. The firm has approximately $40 billion of assets under management and has made investments in over 190 companies since its inception as well as expanded into the European market with operations based in London.

Since its founding in 1991, the firm has raised approximately $25 billion across seven funds.[citation needed] TCW/Crescent maintains a strategic partnership with TCW Group (Trust Company of the West), a leading institutional money management firm with approximately $180 billion in assets under management.

In January 2021, Sun Life Financial acquired a majority stake (51%) in the company.[1] The firm is based in Los Angeles."

Presumably all far too involved for us laymen, but the only thing that stood out for me was the mention of billions of dollars. I don't propose the kind of "Big Charley" binner talk (a return to their sunshine spell all those years to go) that is usually all over their site, but it does look as if we are no longer amongst the paupers in the Championship at least.

**P.S. Founded by Attanasio and two others in 1991.

I think it was confirmed that while Attanasio made his money via CCG, it's Attanasio himself (and a few other individuals) that have created this new company ("Norfolk") to invest in the club, it's quite separate to his main business. So we have millions to play with but not billions. Rowe, not Ronaldo. 

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Can someone explain please. If in 3 years Delia & Michael decide that MA is the right person to take the club forward & sell to him at a knockdown price( £25 or less). What rights do the minority shareholders have then or are we bought out at whatever price D & M have decided. They may feel it’s right for the club but it could be at the expense of the small shareholders. If this is total garbage sorry.
I keep thinking back to the Glazers buy out of Man U. A friend had a couple of shares but he had no vote/choice or anything & ended up with a share in Glazer holdings or whatever they were called

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22 minutes ago, Ren said:

Whilst many of us did not buy shares to make money, we did buy shares to help bail out the club when it was in a financial mess.  Sometimes I feel that this is very much overlooked.  I hope that this is not one of those times and this vote is not going to leave us shareholders in yet an even weaker position, bearing in mind our percentage holding in the club will automatically be reduced.  

There is a lot of emotion on this one which rather crowds out the realpolitik of this. Some posters think that S&J should make to profit and just walk away in favour a rich billionaire. This rather ignores the interests of the c25% independent shareholders, should they do the same? @Parma Ham's gone mouldy talks about the unrealized equity gain that someone is going to get and also the moral position of S&J wishing to protect their legacy and the interests of the club. This would be clearer without the whole waiver business, if MA just made a unconditional offer for shares leaving the c25% to judge whether this was fair and choose to cash out if they wished. In this I have some strange sympathy with @Essex Canary.

But let us be under no illusion. The only time the c25% had any power was at the beginning, when the club was in real dire straits. They now have neither the financial firepower or the shareholdings to have any influence whatsoever. Should the waiver be voted down I would understand, because this has been badly handled, but it achieves nothing. MA would come back with a different approach, one that may not be quite so gentle as this one.

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On 04/09/2023 at 21:53, shefcanary said:

I have spelt out above that Attanasio will feel he has already pumped in £50m to get that 40%, due to the arrangements agreed with Smith & Jones (and Foulger) to avoid a hostile takeover.

But on paper, directly he has paid just over £3m for Foulger's and other shareholdings (22%), plus if the waiver goes through, conversion of his $6m loan. This is less than £8m (307,000 shares at £25 each). A bargain! 

I'll leave you to decide whether the loan monies advanced, plus legal and advice costs attached to these investments, totalling £42m should also be consodered a cost of the ordinary share investment. He certainly would.

If I understand you correctly, we are being asked to put a lot of faith in Attanasio's good will. He may have pumped £50 million into the club, but as far as we know the vast majority of this is as a loan at a commercial rate of interest, albeit at the lower end of the scale. Being dispassionate, the loan could be seen as leverage to get equity at a very cheap price.

You suggest that he has (will have) attained his 40% for £8 million, which values the club at only £20 million which is a bargain basement valuation. If at the end of his "trial period" he feels City are not for him, he could almost certainly make a very healthy profit on his equity even if we were in the championship and if were in the premier league, he might see a gain of 8 or 9 times his original investment in equity + still demand repayment of the loan. It is an extremely low risk gamble for him!

I'm sure that there are "assurances" in place but don't know whether they would be legally enforceable, so it does seem to me that we are basically being asked to "just trust me, I'm a good guy." I'm not saying he isn't, but in my personal life, I wouldn't enter into such a deal with someone I've only known for a couple of years.

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10 minutes ago, Canary Wundaboy said:

I think it was confirmed that while Attanasio made his money via CCG, it's Attanasio himself (and a few other individuals) that have created this new company ("Norfolk") to invest in the club, it's quite separate to his main business. So we have millions to play with but not billions. Rowe, not Ronaldo. 

Same difference, but you could be right that  "Norfolk" is entirely detached from CCG. Annatasio paid 223m dollars for Milwaukee Brewers in conjunction with investment co. 

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2 minutes ago, Badger said:

If I understand you correctly, we are being asked to put a lot of faith in Attanasio's good will. He may have pumped £50 million into the club, but as far as we know the vast majority of this is as a loan at a commercial rate of interest, albeit at the lower end of the scale. Being dispassionate, the loan could be seen as leverage to get equity at a very cheap price.

You suggest that he has (will have) attained his 40% for £8 million, which values the club at only £20 million which is a bargain basement valuation. If at the end of his "trial period" he feels City are not for him, he could almost certainly make a very healthy profit on his equity even if we were in the championship and if were in the premier league, he might see a gain of 8 or 9 times his original investment in equity + still demand repayment of the loan. It is an extremely low risk gamble for him!

I'm sure that there are "assurances" in place but don't know whether they would be legally enforceable, so it does seem to me that we are basically being asked to "just trust me, I'm a good guy." I'm not saying he isn't, but in my personal life, I wouldn't enter into such a deal with someone I've only known for a couple of years.

I agree it would appear that he has picked up 40% of the club at what looks like a "cheap" price, but if he wants 100% ownership I guess we will have to wait and see at what price D&M are prepared to sell, then and only then will we start to see what he truly thinks the value of the club is.  

As a shareholder I wouldn't sell at £25 per share as I like to be a part owner of my football club, but start talking North of a £100 and I might be tempted to take a profit.  We are all different and some may sell for less, some more and some, like those few at Arsenal may never want to sell.  I seem to recall the last few shares there traded at something like £85,000 each.  

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51 minutes ago, Soldier on said:

Surely there’s not too many that bought shares wanting to make money. Most have done it to help the club or inherited from parents etc 

I bought shares in the wake of the ITV Digital crisis in 2002 with the Club having an £8 million Salary spend. The last set of Accounts shows £118 million for the latter with a hugely remunerated married couple havimg been hugely instrumental in reducing the share price to the same nominal amount which is a 60% cut in real terms. Help the Club - fine as long as the Club behaves responsibly in return which with the lack of an independent Chairman etc. it doesn't.

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I’m sure you don’t need me to tell you that Football is in a different stratosphere to 2002 so not sure what relevance salary spend has .

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3 minutes ago, Soldier on said:

I’m sure you don’t need me to tell you that Football is in a different stratosphere to 2002 so not sure what relevance salary spend has .

It suits his single minded agenda! 

Its just one of his many sticks! 

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59 minutes ago, BigFish said:

MA would come back with a different approach, one that may not be quite so gentle as this one.

Or rose still, would call in his loans and **** off leaving us no closer to a resolution of the ownership question and with Delia and MWJ another 2 years older.

Edited by Canary Wundaboy

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1 hour ago, Soldier on said:

Surely there’s not too many that bought shares wanting to make money.

This is absolutely correct, but, and it’s a big but for me personally, does that really give the club an opportunity to justify this proposal, on the basis that fans never invested their money with the view of making profit, hence their (unwritten) justification for the waiver as being “no big deal?”

* that is probably clumsily written, but the underlying premise seems to be this point in essence.

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Just now, GMF said:

This is absolutely correct, but, and it’s a big but for me personally, does that really give the club an opportunity to justify this proposal, on the basis that fans never invested their money with the view of making profit, hence their (unwritten) justification for the waiver as being “no big deal?”

* that is probably clumsily written, but the underlying premise seems to be this point in essence.

GMF - I know what you are trying to say and I totally agree with you.  If I can I am going to attend the meeting to make this point.  

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1 minute ago, GMF said:

This is absolutely correct, but, and it’s a big but for me personally, does that really give the club an opportunity to justify this proposal, on the basis that fans never invested their money with the view of making profit, hence their (unwritten) justification for the waiver as being “no big deal?”

* that is probably clumsily written, but the underlying premise seems to be this point in essence.

I’m a little lost as if the waiver isn’t voted for them surely the £25 is the set price and MA can trigger the buyout at that price?

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2 minutes ago, Indy said:

I’m a little lost as if the waiver isn’t voted for them surely the £25 is the set price and MA can trigger the buyout at that price?

Without the waiver being approved, the proposed allotment of shares cannot happen, the status quo would be D&M with 53% and MA 21.5%, and it’s back to the drawing board in terms of having to repay the outstanding loan notes, which are currently overdue.

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15 hours ago, PurpleCanary said:

As it happens I imagine the waiver will be agreed, since anyone who wants Attanasio to have to make an offer to buy their shares is going to be disappointed either way.

The ultimatum, as spelt out eloquently by @MrBunce. There is only the fear of the guilt that might arise from voting against this which scuppers the short term future of the club preventing people from opposing the waiver!

15 hours ago, PurpleCanary said:

Shef, whose input has been invaluable, did some calculations that if various things happened in the future then arguably the club could be valued at £200m,

Although some shares have been sold in the past 6 months for £200 each, now having looked at the numbers more closely I am now viewing the value of the club currently as c.£125m, based on the near £50m that is spelt out in the papers as Attanasio's injection into the club after the deal is completed for his 40% stake. Paddy however mentioned a figure of £70m, but for the life of me I have no idea where the extra £20m has arisen as there is no mention of this in the paperwork. Has Attanasio underwritten some of the other borrowings?

15 hours ago, PurpleCanary said:

It has played with words to describe Tom Smith and Zoe Webber as independent directors,

Absolutely concur with this - I would like to see their independent report to shareholders, but this would probably be a costly and time consuming exercise further delaying the proceedings.

15 hours ago, PurpleCanary said:

the club certainly should not produce new stuff – or even come up with new explanations, or even answer questions, as that might change minds – at the EGM since it does want shareholders to vote beforehand. You cannot have some voters privy to extra information.

Also agree with this, all relevant information should be on the table for all to see BEFORE the vote. The OSP has been given an insight into the current 3 year strategy, I'd have thought at least this should have been in the paperwork. The TP also has received other information, why can we not see this as I assume that includes reassurances given by the Norfolk group particularly over future share engagement and how they see minority shareholders participate in the running of the club in the future?

But all of this is perhaps just being too niggly and pedantic. Unless there is another willing billionaire out there who has courted Delia, there really is only one game in town now, so the quicker it is sorted the better?

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22 minutes ago, Ren said:

GMF - I know what you are trying to say and I totally agree with you.  If I can I am going to attend the meeting to make this point.  

Great! I won't be available but 100% support on that point.

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There have been some other reasonable questions raised above, too many to respond to individually. The crux of the matter is can we trust Attanasio? Will he find a "use" for the minority shareholders after the 3 year shareholder agreement ends in January 2026 other than gain control of the club at the expense of Delia and Michael?

From that point on as @PurpleCanary has stated there is nothing stopping him legally at that point negotiating with each of the c.6,500 shareholders over the purchase of each and every one of their holdings at a mutually agreeable price (the "Arsenal" situation also mentioned above).

There appears a strong moral case not to do this, but what are good morals in football and in business.

The paperwork "envisages" there will be no trigger event that allows the conversion of Attanasio's C Prefs; one such trigger event would be Delia and Michael selling out their 40% to either Attanasio or less likely to someone else. There will be a very interesting 3 and half year period until September 2029 seeing what steps Attanasio then takes.

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22 minutes ago, GMF said:

This is absolutely correct, but, and it’s a big but for me personally, does that really give the club an opportunity to justify this proposal, on the basis that fans never invested their money with the view of making profit, hence their (unwritten) justification for the waiver as being “no big deal?”

* that is probably clumsily written, but the underlying premise seems to be this point in essence.

 

22 minutes ago, GMF said:

This is absolutely correct, but, and it’s a big but for me personally, does that really give the club an opportunity to justify this proposal, on the basis that fans never invested their money with the view of making profit, hence their (unwritten) justification for the waiver as being “no big deal?”

* that is probably clumsily written, but the underlying premise seems to be this point in essence.

Is it not the case that this is a moment in time to facilitate the 40/40 parity arrangement and minority shareholders can be remunerated later down the line at full takeover stage.

it’s a shame that club can’t really communicate on this as I am sure everyone’s intentions are good.

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3 hours ago, Nuff Said said:

Another probably daft question: Am I right in saying that if either of the “40%” parties bought one or more additional shares, say from a disgruntled Pink Un poster looking to screw as much cash as possible from his investment, that would make them majority owners?

 At that point, would they then be obliged to offer all other shareholders the same price?
 

What if an alternative Pink Un poster (I struggle to imagine it could be the same hypothetical poster as in my first question) were to donate their share(s) for no cost to one of the 40%ers, again making them majority owners but without setting a precedent for the share price?

I think the Takeover Code rules to which they are subject forbid such transactions when in the current 40% ownership territory.

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