Mark Attanasio

[hogesar 9,736]

27 minutes ago, Sufyellow said:

All those big clubs last season who wanted him and then forest paying 11 million,  surely they can't all be wrong? I think we needed the money, as someone said we had to sell one of them.  

We only know of one big club wanting him last season. 

Of course you could be right and he proves himself at the top level. Or he could do a Godfrey, Everton at the time were a 'big' club looking to push top 6.

[GMF 756]

1 hour ago, shefcanary said:

Thanks Purple, Robert and Wundaboy.

Another point mentioned in the paperwork is that the parties who are in concert do not ever envisage a need for a trigger event in all this. So, the only conclusion is at some point that Delia and Mike will sell to Attanasio (after all Tom is an independent director so has had to forego his inheritance of their shares, surely (??!! 😉 ). However we have no clue as to what consideration passes at this point.

This is the bit that really surprised me. I always presumed that the Trigger Event clauses were effectively to guard MA’s interest in the C-preference shares in the event of a Change of Control situation.

I always understood them to be one way, to protect MA, but only for the 7 year term of the C-preference shares. Then the redemption issue will kick in. This paperwork seems to go against my understanding.

[GMF 756]

1 hour ago, PurpleCanary said:

But what apart from symbolism is the point of this rigid 40 per cent equality? Providing S&J get below 50 per cent and Attanasio  doesn't get that high does it matter if they end up with, say, 38 per cent and Attanasio 42 per cent? And with those figures then being set in stone? There is no legal requirement for that 40:40 split. It was just a decision they came to. They could easily have put some flexibility into the numbers and then settled on them.

I strongly suspect that the Club couldn’t repay the relevant loans, went cap in hand to MA, who said something like, “sure, I will help, but on the condition of parity…”

Feel free at this point to call me cynical…

[essex canary 505]

6 minutes ago, GMF said:

This is the bit that really surprised me. I always presumed that the Trigger Event clauses were effectively to guard MA’s interest in the C-preference shares in the event of a Change of Control situation.

I always understood them to be one way, to protect MA, but only for the 7 year term of the C-preference shares. Then the redemption issue will kick in. This paperwork seems to go against my understanding.

Perhaps relatively good news if the 46% doesn't happen anyway and goes beyond 50% which presumably will result in an exit strategy as Shef suggested?  Poor communication though.

Edited September 12, 2023 by essex canary

[Sufyellow 223]

10 minutes ago, hogesar said:

We only know of one big club wanting him last season. 

Of course you could be right and he proves himself at the top level. Or he could do a Godfrey, Everton at the time were a 'big' club looking to push top 6.

We will have to wait and see , any way I have been  a distraction to a very good and interesting topic , so will leave it there. When is the share holders vote ? 

[GMF 756]

7 minutes ago, essex canary said:

Perhaps relatively good news if the 46% doesn't happen anyway and goes beyond 50% which presumably will result in an exit strategy as Shef suggested?  Poor communication though.

I’d always presumed that the c-preference shares would be converted into ordinary shares, making MA the largest shareholder, but still not a majority shareholder. 

[essex canary 505]

5 minutes ago, GMF said:

I’d always presumed that the c-preference shares would be converted into ordinary shares, making MA the largest shareholder, but still not a majority shareholder. 

Likewise. @shefcanary read through the lines is interesting though albeit can't be totally convinced.

[Badger 2,412]

53 minutes ago, GMF said:

I strongly suspect that the Club couldn’t repay the relevant loans, went cap in hand to MA, who said something like, “sure, I will help, but on the condition of parity…”

Feel free at this point to call me cynical…

I think that it would be pretty strange cash forecasting for this to be the case! We may have had loans to repay but given the guaranteed incomes + generally low debt levels, I'm sure that we could have financed this in another way - but perhaps not as cheaply. (Although if the price is selling equity very cheaply, it is hardly a good deal!)

[norfolkngood 1,087]

2 hours ago, Badger said:

The thing is Norfolk if he buys 40 % or more at a bargain price say, £20 million (perhaps with an option to buy another 40% at the same price) he could end up buying City for under £50 million with no promise of investment other than the money he has lent us at commercial rates.

He could easily double his money without shelling out any more ad if we get promoted get 3 or 4 times his money. He is buying the shares for less than they are worth (judging by other sales). He doesn't need to "drive the club forwards" as he can make good money without doing to.* He could actually use this profit and the experience gained to buy a "bigger club."

I'm not saying that this is the case, but I think it is a reasonable worry.

*(Don't quote me exactly/ hold me to task on the figures, I'm talking in principle, I've forgotten how much he as actually definitely paid for his 40% if this goes through.)

i totally Agree ,

Nobody knows how this will play out of course if he bought it cheap he might put more money into it ( i doubt that )

 

[MrBunce 245]

@PurpleCanary An excellent summary. You've set out, in a more eloquent way, the same thoughts I have reached having read through all the documents today. I have very little to add.

I will briefly add that, if the club/'independent directors' wanted to provide the shareholders with further factual information they could do so through the prescribed format of the documents shareholders have been sent out. The reason for that prescribed format (in general) is to prevent shareholders being provided with misleading or incomplete information. Arguably the most famous case (albeit under different laws) is the RBS rights issue case where shareholders claimed they were mislead as the bank teetered into the abyss. For what it's worth, these issues are actively litigated and I have personally worked on one myself, albeit in a different jurisdiction. So as @GMF says, the lawyers would likely have kiboshed it. That leads me to the conclusion that this information or Q&A or whatever it was, is likely not factual or legal agreements (i.e. Attanasio has represented X) rather 'intentions' or 'wishes' that are not binding. That would certainly explain the vague promises that the Pink'un Boys were setting out.

This leads me to my conclusion on the matter. I, like @shefcanary, trust Attanasio. However, for me that is not enough to vote 'yes' to a proposal that would effectively spell the 100+ year fan ownership of the club I support.

Jeff Bezos has spoken about 'regret minimisation' when making decisions. This is a framework I have often used as well. Given that there is, as @PurpleCanary points out, not a great deal at stake if the waiver fails, the possibility of regret from my voting that way is minimal. However, there is a possibility (however remote) that I could come to deeply regret voting for the waiver. For example, if it turns out the club had relevant information it did not pass on, or Attanasio / Delia goes back on 'their word' or that this transaction is the precursor to a third-party owner who I would not like to own the club.

Ultimately, I suspect it doesn't really matter. 

[Ernie Wise 68]

On 11/09/2023 at 18:20, Sufyellow said:

So money is more important than building a team? Sutton had great success with us , he then went on and won the league,  didn't Bellamy come through the youth. No point in producing them if we Start selling them at big Andy's stage . Tomkinson went out on loan and did nothing, he has a lot to prove.

It’s all about timing and the prevailing circumstances. 
We were almost £5m in debt and were left with less than £300k from Sutton’s sale in order to clear pressing debts. (A legacy of the Chase era that a couple of years later became even more pressing and brought the club to near bankruptcy and Chase’s departure.)

Bellamy was a very let’s say confident character who was keen to prove himself.

And would you have sold Chris Llewelyn for £4.5m when Newcastle came calling? Not long after he was released by the club and did nothing.

[Soldier on 162]

7 hours ago, MrBunce said:

@PurpleCanary An excellent summary. You've set out, in a more eloquent way, the same thoughts I have reached having read through all the documents today. I have very little to add.

I will briefly add that, if the club/'independent directors' wanted to provide the shareholders with further factual information they could do so through the prescribed format of the documents shareholders have been sent out. The reason for that prescribed format (in general) is to prevent shareholders being provided with misleading or incomplete information. Arguably the most famous case (albeit under different laws) is the RBS rights issue case where shareholders claimed they were mislead as the bank teetered into the abyss. For what it's worth, these issues are actively litigated and I have personally worked on one myself, albeit in a different jurisdiction. So as @GMF says, the lawyers would likely have kiboshed it. That leads me to the conclusion that this information or Q&A or whatever it was, is likely not factual or legal agreements (i.e. Attanasio has represented X) rather 'intentions' or 'wishes' that are not binding. That would certainly explain the vague promises that the Pink'un Boys were setting out.

This leads me to my conclusion on the matter. I, like @shefcanary, trust Attanasio. However, for me that is not enough to vote 'yes' to a proposal that would effectively spell the 100+ year fan ownership of the club I support.

Jeff Bezos has spoken about 'regret minimisation' when making decisions. This is a framework I have often used as well. Given that there is, as @PurpleCanary points out, not a great deal at stake if the waiver fails, the possibility of regret from my voting that way is minimal. However, there is a possibility (however remote) that I could come to deeply regret voting for the waiver. For example, if it turns out the club had relevant information it did not pass on, or Attanasio / Delia goes back on 'their word' or that this transaction is the precursor to a third-party owner who I would not like to own the club.

Ultimately, I suspect it doesn't really matter. 

If the waiver is not voted for my take is we find ourselves in an incredibly difficult financial situation ? In that scenario Delia and Michael may not be able to hand pick who takes things on….

[Big Vince 319]

15 hours ago, PurpleCanary said:

My points are twofold. One, that the club should have published a genuinely independent analysis and assessment of the plan, to give shareholders information they could trust,  instead of which you essentially have Smith and Webber as cheerleaders. Secondly,  that given this lack of any independent analysis the EDP has fallen down on the job by seeming to rely on the club's authorised version.

I take it that should include a genuinely independent assessment of what the business is worth as a going concern. To come up with a figure of £25 per share is entirely arbitrary and suited to the interests of one person.

[PurpleCanary 5,580]

8 hours ago, MrBunce said:

@PurpleCanary An excellent summary. You've set out, in a more eloquent way, the same thoughts I have reached having read through all the documents today. I have very little to add.

I will briefly add that, if the club/'independent directors' wanted to provide the shareholders with further factual information they could do so through the prescribed format of the documents shareholders have been sent out. The reason for that prescribed format (in general) is to prevent shareholders being provided with misleading or incomplete information. Arguably the most famous case (albeit under different laws) is the RBS rights issue case where shareholders claimed they were mislead as the bank teetered into the abyss. For what it's worth, these issues are actively litigated and I have personally worked on one myself, albeit in a different jurisdiction. So as @GMF says, the lawyers would likely have kiboshed it. That leads me to the conclusion that this information or Q&A or whatever it was, is likely not factual or legal agreements (i.e. Attanasio has represented X) rather 'intentions' or 'wishes' that are not binding. That would certainly explain the vague promises that the Pink'un Boys were setting out.

This leads me to my conclusion on the matter. I, like @shefcanary, trust Attanasio. However, for me that is not enough to vote 'yes' to a proposal that would effectively spell the 100+ year fan ownership of the club I support.

Jeff Bezos has spoken about 'regret minimisation' when making decisions. This is a framework I have often used as well. Given that there is, as @PurpleCanary points out, not a great deal at stake if the waiver fails, the possibility of regret from my voting that way is minimal. However, there is a possibility (however remote) that I could come to deeply regret voting for the waiver. For example, if it turns out the club had relevant information it did not pass on, or Attanasio / Delia goes back on 'their word' or that this transaction is the precursor to a third-party owner who I would not like to own the club.

Ultimately, I suspect it doesn't really matter. 

Thanks MrBunce. Indeed. Just to clarify, since one poster queried what looked like a contradiction in what I was saying, the club did indeed have the chance to provide shareholders not just with factual information but with factual information in the form of an truly independent analysis/assessment.

Instead it was allowed to use two unindependent directors. Again to be clear, I am not suggesting their report was factually wrong. No-one has pointed out any errors. But there can be sins of omission. For example, a truly independent analysis would surely have highlighted this near-Catch-22 situation in terms of voting, resulting in shareholders in the same class being treated unequally.

So it is hard to believe a Q&A session - almost certainly the club asking itself the questions it wanted answering - would have remedied this lack of independent information.

Edited September 13, 2023 by PurpleCanary

[GMF 756]

17 minutes ago, PurpleCanary said:

Thanks MrBunce. Indeed. Just to clarify, since one poster queried what looked like a contradiction in what I was saying, the club did indeed have the chance to provide shareholders not just with factual information but with factual information in the form of an truly independent analysis/assessment.

Instead it was allowed to use two unindependent directors. Again to be clear, I am not suggesting their report was factually wrong. No-one has pointed out any errors. But there can be sins of omission. For example, a truly independent analysis would surely have highlighted this near-Catch-22 situation in terms of voting, resulting in shareholders in the same class being treated unequally.

Norwich City Football Club plc
Approval for Waivers of Obligations under Rule 9 of the City Code on Takeovers and Mergers and Approval for Issuance and Allotment of New Ordinary Shares
and
Notice of General Meeting

The Independent Directors have confirmed that they are happy with the contents of the final version of the Circular which was forwarded to us on 24 August 2023, and Carteret Group Limited (as the Company’s Financial Advisor) hereby gives its consent to the issue of this Circular and the inclusion of its name in the form and context in which it appears.

 

Above @PurpleCanary is the report from the Independent Directors. Almost certainly factually correct and, no doubt, legally compliant…

[PurpleCanary 5,580]

24 minutes ago, GMF said:

Norwich City Football Club plc
Approval for Waivers of Obligations under Rule 9 of the City Code on Takeovers and Mergers and Approval for Issuance and Allotment of New Ordinary Shares
and
Notice of General Meeting

The Independent Directors have confirmed that they are happy with the contents of the final version of the Circular which was forwarded to us on 24 August 2023, and Carteret Group Limited (as the Company’s Financial Advisor) hereby gives its consent to the issue of this Circular and the inclusion of its name in the form and context in which it appears.

 

Above @PurpleCanary is the report from the Independent Directors. Almost certainly factually correct and, no doubt, legally compliant…

Indeed GMF. Unless I have misunderstood that is Carteret saying it is happy with what Smith and Webber have written, and endorsing it to that extent,  as opposed to Carteret or a firm unconnected to the club having produced a truly independent report. Crucially, the report bears the names of Smith and Webber rather than Carteret's. As said above, I don't doubt what Smith and Webber have written is factually correct, but in my view it leaves out some points an independent voice would have made.

[Parma Ham's gone mouldy 2,243]

I suspect that the advice has been that de-facto Delia and Michael are making - and indeed have made - a decision on the very future of the club. 
 

It cannot be avoided that Delia and Michael are driving, directing and re-directing this train. So those who accused them of ‘playing with the train set’ ironically, eventually, do have something of a point. It is uncomfortable for them and not what they ever really wanted.

However now they have no choice. They are in an invidious position for them. They are also somewhat forced by timing. Delia does also love a new messiah. 

Someone sniffing around football clubs might have had an algorithmic set of criteria in mind, they might have had fat unrealised equity gain, owned fixed assets, low debt levels, low investment expectations, low leverage as some of the factors on their list (maybe).

Delia unfortunately no longer would like another Delia partner, she needs an exit. She wants to believe it’s Attanasio. Americans are buying football clubs. He is only too happy to help. He doesn’t have awful credentials. He’s not a fan. He’s Mr Right Now. 
 

Delia and Attanasio have had a period of Internal Due Diligence, though Corporate Finance deals are often long old processes. What looks like decency and patience is actually pretty par for the course when a £43m unrealised equity gain is on hand. Michael Foulger wanted to sell, Delia is waiting, though ‘events, dear boy’ start to make it all a fait accompli. It’s generally about at this point that some little indicators appear. Maybe the U$D non-currency-converted loan is one such? (See previous post).

That Delia is throwing her weight, trust and legacy in to this deal is a comfort for some as trust in Delia is high - though it has also lead to a situation whereby a rather imperfect presentation has occurred, with something of the ‘back-me-or-sack me’ moment about it with the vote. Other documents would show the real intention to favour minority shareholders - the crux of Delia discounting her own equity gain - though the advice is I suppose that ‘it’s all on your shoulders anyway Delia, so you are only asking for a technical vote of trust on the waiver, whilst the real vote of trust comes via backing Attanasio to take over (which is already the case and you are already making that choice for 6,800 or all 50,000 fans anyway)’

This is the cold truth of it. The truth - of favouring minority shareholders in due course - will out not far from now, though ultimately Delia is deciding it all.

Nature or nurture. Culture or vulture? Mr Right or Mr Right Now. You decide.

Or rather you don’t.

Parma 

Edited September 13, 2023 by Parma Ham's gone mouldy

[essex canary 505]

1 hour ago, PurpleCanary said:

Thanks MrBunce. Indeed. Just to clarify, since one poster queried what looked like a contradiction in what I was saying, the club did indeed have the chance to provide shareholders not just with factual information but with factual information in the form of an truly independent analysis/assessment.

Instead it was allowed to use two unindependent directors. Again to be clear, I am not suggesting their report was factually wrong. No-one has pointed out any errors. But there can be sins of omission. For example, a truly independent analysis would surely have highlighted this near-Catch-22 situation in terms of voting, resulting in shareholders in the same class being treated unequally.

So it is hard to believe a Q&A session - almost certainly the club asking itself the questions it wanted answering - would have remedied this lack of independent information.

At this juncture why not a gesture of goodwill to shareholders?

Announce annual club credits of 7% based on the £25 share price as credit to your Club Account topped up to a minimum £10 to small shareholders. The benefit already enjoyed by the likes of myself to be offset. Total cost around £250,000 pre any capitalised settlement of shares. 

Hopefully supporters could read a message of good intent and it would be a hard commitment rather than a vague promise.

[Wings of a Sparrow 1,425]

Soooo...

How am I filling this here voting form in?

(Semi-serious question)

[PurpleCanary 5,580]

24 minutes ago, essex canary said:

At this juncture why not a gesture of goodwill to shareholders?

Announce annual club credits of 7% based on the £25 share price as credit to your Club Account topped up to a minimum £10 to small shareholders. The benefit already enjoyed by the likes of myself to be offset. Total cost around £250,000 pre any capitalised settlement of shares. 

Hopefully supporters could read a message of good intent and it would be a hard commitment rather than a vague promise.

I think the Takeover Panel would see that as a bribe aimed at inducing a vote in favour of the waiver...

[essex canary 505]

41 minutes ago, Parma Ham's gone mouldy said:

I suspect that the advice has been that de-facto Delia and Michael are making - and indeed have made - a decision on the very future of the club. 
 

It cannot be avoided that Delia and Michael are driving, directing and re-directing this train. So those who accused them of ‘playing with the train set’ ironically, eventually do have something of a point. It is uncomfortable for them and not what they ever really wanted.

However now they have no choice. They are in an invidious position for them. They are also somewhat forced by timing. Delia does also love a new messiah. 

Someone sniffing around football clubs might have had an algorithmic set of criteria in mind, they might have had fat unrealised equity gain, owned fixed assets, low debt levels, low investment expectations, low leverage as some of the factors on their list (maybe).

Delia unfortunately no longer would like another Delia partner, she needs an exit. She wants to believe it’s Attanasio. Americans are buying football clubs. He is only too happy to help. He doesn’t have awful credentials. He’s not a fan. He’s Mr Right Now. 
 

Delia and Attanasio have had a period of Internal Due Diligence, though Corporate Finance deals are often long old processes. What looks like decency and patience is actually pretty par for the course when a £43m unrealised equity gain is on hand. Michael Foulger wanted to sell, Delia is waiting, though ‘events, dear boy’ start to make it all a fait accompli. It’s generally about at this point that some little indicators appear. Maybe the U$D non-currency-converted loan is one such? (See previous post).

That Delia is throwing her weight, trust and legacy in to this deal is a comfort for some as trust in Delia is high - though it has also lead to a situation whereby a rather imperfect presentation has occurred, with something of the ‘back-me-or-sack me’ moment about it with the vote. Other documents would show the real intention to favour minority shareholders - the crux of Delia discounting her own equity gain - though the advice is I suppose that ‘it’s all on your shoulders anyway Delia, so you are only asking for a technical vote of trust on the waiver, whilst the real vote of trust comes via backing Attanasio to take over (which is already the case and you are already making that choice for 6,800 or all 50,000 fans anyway)’

This is the cold truth of it. The truth - of favouring minority shareholders in due course - will out not far from now, though ultimately Delia is deciding it all.

Nature or nurture. Culture or vulture? Mr Right or Mr Right Now. You decide.

Or rather you don’t.

Parma 

Superb!

Not convinced that another Delia like partner would ever have emerged.

[essex canary 505]

2 minutes ago, PurpleCanary said:

I think the Takeover Panel would see that as a bribe aimed at inducing a vote in favour of the waiver...

Does this situation mean that the Club is under an embargo regarding any decisions concerning shareholders until the vote is complete? If so when would the embargo have commenced?

[Capt. Pants 4,276]

2 hours ago, Soldier on said:

If the waiver is not voted for my take is we find ourselves in an incredibly difficult financial situation ? In that scenario Delia and Michael may not be able to hand pick who takes things on….

Potentially yes. An effective vote of no confidence on MA could spell disaster. What happens to the 194,000 shares if the waiver is rejected?

 

 

[essex canary 505]

2 minutes ago, Capt. Pants said:

Potentially yes. An effective vote of no confidence on MA could spell disaster. What happens to the 194,000 shares if the waiver is rejected?

 

 

Would 4 each for 50,000 fans be a problem? 

[PurpleCanary 5,580]

6 minutes ago, essex canary said:

Does this situation mean that the Club is under an embargo regarding any decisions concerning shareholders until the vote is complete? If so when would the embargo have commenced?

It is less than three weeks to the vote. Are there any crucial decisions regarding shareholders/shareholdings that need to be taken - and announced -  before then?

[PurpleCanary 5,580]

3 minutes ago, Capt. Pants said:

Potentially yes. An effective vote of no confidence on MA could spell disaster. What happens to the 194,000 shares if the waiver is rejected?

 

 

Attanasio doesn't buy them, and since they have been created specially for him  they presumably would remain unallocated. On this more generally, unless I have misunderstood, that is the only inevitable - stress inevitable - result of the waiver being voted down. The club would not get the £5m Attanasio is planning to pay for the shares by way of using what currently is a loan. There is I believe no direct link to all the other much larger loans and arrangements. They would not automatically be cancelled. But, yes, it is possible Attanasio could take umbrage, and change his plans.

[GMF 756]

Re the observation made earlier (apologies for forgetting by whom) that the C-preference shares will never be converted, upon examination of the Shareholder Agreement, clause 8, there’s specific reference to Permitted Inheritance Transfers by the Majority Shareholders as constituting a Trigger Event in relation to the possible conversion of the C-preference shares.

Unless, I’m misunderstanding the point (always a possibility) that seems to be a direct contradiction of the wording elsewhere in the Waiver Agreement?

[Soldier on 162]

10 minutes ago, PurpleCanary said:

Attanasio doesn't buy them, and since they have been created specially for him  they presumably would remain unallocated. On this more generally, unless I have misunderstood, that is the only inevitable - stress inevitable - result of the waiver being voted down. The club would not get the £5m Attanasio is planning to pay for the shares by way of using what currently is a loan. There is I believe no direct link to all the other much larger loans and arrangements. They would not automatically be cancelled. But, yes, it is possible Attanasio could take umbrage, and change his plans.

Exactly a pretty sub optimal scenario why would anybody vote for that ???

[shefcanary 2,448]

1 minute ago, GMF said:

Re the observation made earlier (apologies for forgetting by whom) that the C-preference shares will never be converted, upon examination of the Shareholder Agreement, clause 8, there’s specific reference to Permitted Inheritance Transfers by the Majority Shareholders as constituting a Trigger Event in relation to the possible conversion of the C-preference shares.

Unless, I’m misunderstanding the point (always a possibility) that seems to be a direct contradiction of the wording elsewhere in the Waiver Agreement?

I think the statement elsewhere just says something along the lines of "the parties acting in concert do not foresee a trigger event ever occurring". My take on this is the effect of this statement and clause 8 is that it rules out Tom from inheriting Delia and Mike's shares! Hence why he potentially could be now deemed "independent"? And will probably chair the GM?

[GMF 756]

3 minutes ago, shefcanary said:

I think the statement elsewhere just says something along the lines of "the parties acting in concert do not foresee a trigger event ever occurring". My take on this is the effect of this statement and clause 8 is that it rules out Tom from inheriting Delia and Mike's shares! Hence why he potentially could be now deemed "independent"? And will probably chair the GM?

I’m not sure if you are correct here @shefcanary, as there are specific inheritance provisions (which are understandable) for both parties. More than happy to stand corrected, mind, if others agree with you.