Mark Attanasio

[GMF 757]

4 minutes ago, dylanisabaddog said:

You may chose to do business with someone who uses a tax haven that doesn't even require financial reporting. I'm not quite as naive. 

I didn’t make it personal, just pointed out the facts of the situation. Doesn’t mean that I personally endorse the idea, far from it, but, I’ve been called far worse than naive, so let’s leave it there. 

[essex canary 505]

2 hours ago, dylanisabaddog said:

The difference between you and @chickenis that Chicken is looking at this from the perspective of the future of the football club he supports whereas your only concern seems to be making a few quid on your shares.

In simple terms, a tiny minority interest in a loss making company that doesn't pay dividends is effectively worthless. But 99 out of 100 people who bought their shares did so with no thought whatsoever as to benefiting financially. For goodness sake put your grubby self interest to one side and concentrate on the long term future of our club. 

Rather like your Delaware posting (in relation to which I don't have any knowledge) there are numerous posters on here including those with a financial background who would dispute the underlying logic of that as Burnley"s own settlement with their shareholders also testifies.

[essex canary 505]

3 hours ago, dylanisabaddog said:

The difference between you and @chickenis that Chicken is looking at this from the perspective of the future of the football club he supports whereas your only concern seems to be making a few quid on your shares.

In simple terms, a tiny minority interest in a loss making company that doesn't pay dividends is effectively worthless. But 99 out of 100 people who bought their shares did so with no thought whatsoever as to benefiting financially. For goodness sake put your grubby self interest to one side and concentrate on the long term future of our club. 

Based on your valuation Norfolk perhaps ought to be buying the new shares at £100 per share rather than £25. That would save NCFC quite a lot of money in interest going forward on a £15 million base or thereabouts. Equally as I understand it the Takeover Code default liability to minorities would have been up to £15 million. The latter could however be mitigated in some way. Personally given where we are I would be happy with 40:40:20, Settlement:Retention: Trust Donation providing of course there were reasonable statements of intent to support it. I would still hold more shares at the end than the vast majority. What is hidden exactly in any of this? It would simply be the right kind of partnership with fans in my view.

Edited September 14, 2023 by essex canary

[essex canary 505]

1 hour ago, GMF said:

Rule No 1, never make it personal, not least because there would almost certainly be a team working on this; legal, financial and executive. Decisions regarding the appointment of executive officers is a matter for the board, not keyboard warriors…

I have made clear previously that I think the issues are a collective responsibility of the Board of Directors. The further dimension that emerged was the issue of 'Independent Directors' of which only one is salaried so in that context my comment is professional rather than personal.

Perhaps you can help with the practicalities going forward? I am on holiday in 7 days time and need to submit my voting form and/or  proxy notification. My inclination is to vote 'Against'  whilst at the same time lodging an objection concerning the Independent Report. Is the Trust interested in supporting that stance in any way and if so can you give any advice on the best way forward? Clearly I could do with my own statement or we could merge opinions together to do it? For example I won't be making any statement on Delaware shell companies but maybe happy to sign up for that if those issues are thoroughly thrashed out between those with the knowledge.  Alternatively maybe the Trust could act as proxy for individual objections whilst not necessarily completely endorsing them?

Any thoughts?

[shefcanary 2,448]

3 hours ago, dylanisabaddog said:

Sorry but I beg to differ. We have been told the legal bare minimum. There are some extremely intelligent and knowledgeable people on this forum but none of them has any certainty at all. That is worrying, especially when it would have been possible to lay out the long term plan. 

A few days ago I posted the view that I was concerned that MA is buying control of our club using a shell company in a tax haven. That view was ridiculed by some, one of whom actually stated the opinion that it was a good thing because it would mean that MA would save money that he can put into the club. That's about as naive as you can get. It really is very simple, people who use Delaware for business purposes have something they wish to hide or know that they will have something they will wish to hide in the future. 

To put things simply, I'm being asked to believe that a foreigner who has no knowledge or interest in football, who has conducted his business through a shell company in a tax haven, has the long term interests of our club at heart. Really? If this was happening to Ipswich Town we would be laughing our heads off. 

You are overplaying the significance of the Delaware registrations - it is normal commercial practise in the US for the majority of businesses. Companies with relatively high moral values register there to ensure they lower their tax burden to allow more investment in their core business. It is now too well ingrained in the business world to reverse out of it without a significant knock to the economy over there.

I don't disagree that some dodgy ones also register there for nefarious reasons, a significant number of the UK's FTSE also have subsidiaries registered within tax havens around the world to ensure they have some shelter from Corporation tax, but it is a blinkered view to say the vast majority are doing it for illegal reasons. It is currently a legitimate business practise, what is offered if you don't take it up sets you at a disadvantage against your competitors. The US government doesn't seem particularly concerned at all, be it run by the Dems or the GOP's, as UK Govt is rarely bothered by similar practise in the UK however much back benchers squeal from time to time.  

I repeat what I said earlier, in Attanasio's world of investment finance to not register in Delaware would be to disadvantage his operations. It is business as normal, he and his advisers would have never gave it a second thought to register them anywhere else. It does not necessarily make him a bad man, just a shrewd businessman. You may think all the latter are ****, I appreciate that view as well, but someone has to do it.

[PurpleCanary 5,580]

17 hours ago, essex canary said:

That being the case implies that the homework hasn't been done correctly. 

Therefore why not halt the process and go back and do the homework again then table the proposals again with extra background information or reassurances or policy changes?

Embarrassing! Then again just be embarrassed and work for a positive vote.

As it stands @MrBunce has made a strong case for voting against which from an assurance perspective is the best advice for minority shareholders from their own perspective.

 

I do think mistakes have been made, and also that my alternative plan would have worked, providing S&J and Attanasio were willing to drop what seems to me to be a purely symbolically rigid parity at 40:40.

Providing the new figures of, say, 42:38 were then set in stone, and with an agreement to vote in tandem, as I think is the current idea, I don't see what possible difference it would make.

But it is not going to happen. Everything will go ahead as arranged, despite any flaws. And if Parma is right that in the longer run  the minorities will not lose out,  it is even possible that my proposal to allow them to sell out at £25 would leave them worse off. Wouldn't that be ironic?😍

[Parma Ham's gone mouldy 2,243]

2 minutes ago, PurpleCanary said:

I do think mistakes have been made, and also that my alternative plan would have worked, providing S&J and Attanasio were willing to drop what seems to me to be a purely symbolically rigid parity at 40:40.

Providing the new figures of, say, 42:38 were then set in stone, and with an agreement to vote in tandem, as I think is the current idea, I don't see what possible difference it would make.

But it is not going to happen. Everything will go ahead as arranged, despite any flaws. And if Parma is right that in the longer run  the minorities will not lose out,  it is even possible that my proposal to allow them to sell out at £25 would leave them worse off. Wouldn't that be ironic?😍

Ironic indeed. Exactly right. 

Parma 

[shefcanary 2,448]

2 hours ago, PurpleCanary said:

If you mean the notice from Carteret it is the other way round:

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.

In other words Smith and Webber have finalised the report, which is in their name, and on that basis Carteret are satisfied with it and content to let it be published as such. It is the ID's report and recommendation to vote for the waiver rather tha Carteret's.

It is possible (and I have absolutely no knowledge but if I was one of the ID's I would certainly want cover as I am suggesting) that Carteret have addressed the report personally to the ID's under a heavily PI protected agreement, concluding that having reviewed all the information shared with Carteret the ID's' can sign off the circular and the ID report to shareholders - not consent as such, but professional advice to the ID's. If subsequently this is challenged they can at least hide behind the Carteret report to them, albeit both parties have probably paid a pretty penny for insurance cover against the potential of later lawsuits.  Belt and braces etc. whilst doing the minimum required, but paying for that privilege.

[essex canary 505]

3 minutes ago, shefcanary said:

It is possible (and I have absolutely no knowledge but if I was one of the ID's I would certainly want cover as I am suggesting) that Carteret have addressed the report personally to the ID's under a heavily PI protected agreement, concluding that having reviewed all the information shared with Carteret the ID's' can sign off the circular and the ID report to shareholders - not consent as such, but professional advice to the ID's. If subsequently this is challenged they can at least hide behind the Carteret report to them, albeit both parties have probably paid a pretty penny for insurance cover against the potential of later lawsuits.  Belt and braces etc. whilst doing the minimum required, but paying for that privilege.

Where does this stand exactly in the context of responsibility cannot be delegated?

[shefcanary 2,448]

Just now, essex canary said:

Where does this stand exactly in the context of responsibility cannot be delegated?

In this hypothetical situation (which may or may not have happened) they will have taken professional advice, which can be presented to a court if challenged, and having received such a report and acted on it they have not delegated their responsibility. They have done what was required in the eyes of the law - taken professional advice on something they are not overly familiar with, or expected to be experts on. The court may still find against the nature of the advice they were given, but the ID's themselves would not be liable. Hence a heavily PI laden engagement letter, with so many cop outs on the part of Carteret that they too would not suffer too much at the end of the day. 

[essex canary 505]

7 minutes ago, shefcanary said:

In this hypothetical situation (which may or may not have happened) they will have taken professional advice, which can be presented to a court if challenged, and having received such a report and acted on it they have not delegated their responsibility. They have done what was required in the eyes of the law - taken professional advice on something they are not overly familiar with, or expected to be experts on. The court may still find against the nature of the advice they were given, but the ID's themselves would not be liable. Hence a heavily PI laden engagement letter, with so many cop outs on the part of Carteret that they too would not suffer too much at the end of the day. 

OK. I don't want to challenge it in court merely at the commencement of the meeting to encourage the Independent Directors to review their own stance. What chance of success?

[Nuff Said 5,176]

3 hours ago, PurpleCanary said:

If you mean the notice from Carteret it is the other way round:

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.

In other words Smith and Webber have finalised the report, which is in their name, and on that basis Carteret are satisfied with it and content to let it be published as such. It is the ID's report and recommendation to vote for the waiver rather than Carteret's.

Do Carteret get paid money for that? If so, I’ve got a bridge for sale.

[shefcanary 2,448]

3 minutes ago, essex canary said:

OK. I don't want to challenge it in court merely at the commencement of the meeting to encourage the Independent Directors to review their own stance. What chance of success?

None, they'll just point to the report they received!

[essex canary 505]

55 minutes ago, shefcanary said:

None, they'll just point to the report they received!

But we haven't received or got access to?

The open, honest and transparent community Football Club in action.

At least the Trust achieved in respect of BK8. I guess the Club have battened down the hatches even further since them? Wouldn't want the risk of a Directors job being on the line would they?

Edited September 14, 2023 by essex canary

[dylanisabaddog 4,985]

1 hour ago, shefcanary said:

You are overplaying the significance of the Delaware registrations - it is normal commercial practise in the US for the majority of businesses. Companies with relatively high moral values register there to ensure they lower their tax burden to allow more investment in their core business. It is now too well ingrained in the business world to reverse out of it without a significant knock to the economy over there.

I don't disagree that some dodgy ones also register there for nefarious reasons, a significant number of the UK's FTSE also have subsidiaries registered within tax havens around the world to ensure they have some shelter from Corporation tax, but it is a blinkered view to say the vast majority are doing it for illegal reasons. It is currently a legitimate business practise, what is offered if you don't take it up sets you at a disadvantage against your competitors. The US government doesn't seem particularly concerned at all, be it run by the Dems or the GOP's, as UK Govt is rarely bothered by similar practise in the UK however much back benchers squeal from time to time.  

I repeat what I said earlier, in Attanasio's world of investment finance to not register in Delaware would be to disadvantage his operations. It is business as normal, he and his advisers would have never gave it a second thought to register them anywhere else. It does not necessarily make him a bad man, just a shrewd businessman. You may think all the latter are ****, I appreciate that view as well, but someone has to do it.

It isn't accurate to say ALL businesses in the USA register in Delaware. Far from it in fact. Any tax authority or financial regulator would, from experience, view it as a red flag. 

I certainly don't distrust all businessmen but I will always view anyone who is involved in tax havens with a degree of suspicion. 

You should also take into account that Delaware has no financial reporting requirements at all.  Take that together with the ridiculously complex and secretive method of the takeover and that red flag will be the size of the ones occasionally unfurled in the Barclay. 

Most importantly, Norwich City FC isn't a run of the mill business is it?  It's our club whatever the legal owners may think. At least it has been up to now, but we have now joined all the others. 

I'm afraid that within 3 years a man who has absolutely no interest in it other than personal financial gain will have complete control and he will probably have no hesitation in selling to the Middle East or whoever if it's in his financial interests. Please don't anyone tell me he will be swayed by the family club history or the 59 cup run etc. He couldn't care less. 

Of course we (NCFC) actually have no choice in the matter. If we don't take his money we have a huge problem. It would be very easy to blame the current owners and directors for that but we should bear in mind that if it wasn't for Covid we almost certainly wouldn't be in this position. 

It's a very sad time for our club. We were one of the very few sets of fans that could trust the owners of their club but because of something completely out of their control that trust will no longer exist. Something that was very special has just died.

The only good thing about it is that Essex won't be going on a cruise next year. 

[Badger 2,412]

On 13/09/2023 at 12:10, shefcanary said:

You are right; Attanasio walking away and demanding immediate repayment of his loans would not in itself bring the immediate demise of the club - there would be other sources of finance, albeit at frighteningly high rates of interest until they were repaid by a firesale of our playing assets (no doubt at below true market value). It would certainly bring about a sharp reversal of recent progress on and off the pitch.

One thing I am unclear on re the money MA lent us is whether it was additional to the debt we already have or whether it is a replacement for this (I have always assumed the latter). For example, the accounts (page 68) refer to 2 loans repayable in 2024 for about £66 million, at in the context of the current market, quite reasonable interest rates (5.75% and 5.6%). 

Am I wrong in my present view that MA replaced these loans or are they additional?

 

"Included in the short-term loan totalling £43,914,000 (amount due over one year: £30,830,000) relates to accelerated funds secured on future media rights and fully repayable by March 2024. The interest rate due on the loan is 5.75% per annum. Included in the short-term loan totalling £22,568,000 (amount due over one year: £14,474,000) relates to accelerated funds secured on future contracted player receivables and fully repayable by September 2024. The interest rate due on the loan is 5.6% per annum."

[Soldier on 162]

23 minutes ago, dylanisabaddog said:

It isn't accurate to say ALL businesses in the USA register in Delaware. Far from it in fact. Any tax authority or financial regulator would, from experience, view it as a red flag. 

I certainly don't distrust all businessmen but I will always view anyone who is involved in tax havens with a degree of suspicion. 

You should also take into account that Delaware has no financial reporting requirements at all.  Take that together with the ridiculously complex and secretive method of the takeover and that red flag will be the size of the ones occasionally unfurled in the Barclay. 

Most importantly, Norwich City FC isn't a run of the mill business is it?  It's our club whatever the legal owners may think. At least it has been up to now, but we have now joined all the others. 

I'm afraid that within 3 years a man who has absolutely no interest in it other than personal financial gain will have complete control and he will probably have no hesitation in selling to the Middle East or whoever if it's in his financial interests. Please don't anyone tell me he will be swayed by the family club history or the 59 cup run etc. He couldn't care less. 

Of course we (NCFC) actually have no choice in the matter. If we don't take his money we have a huge problem. It would be very easy to blame the current owners and directors for that but we should bear in mind that if it wasn't for Covid we almost certainly wouldn't be in this position. 

It's a very sad time for our club. We were one of the very few sets of fans that could trust the owners of their club but because of something completely out of their control that trust will no longer exist. Something that was very special has just died.

The only good thing about it is that Essex won't be going on a cruise next year. 

You make MA and his crew sound like the devil incarnate. He has an excellent reputation in business and in running the brewers for 18 years. Think he has also represented their league.

delia and Michael have always been incredibly resistant to change so maybe they deserve to be trusted in terms of finding suitable people to take the club on? Presumably they think they have found it it MA and his people ?!!!

[GMF 757]

Whatever the views regarding Delaware domiciled companies, MA has managed to pass the EFL’s owners and directors test. I guess the cynics might just say that’s hardly a glowing endorsement for the EFL’s test. (Winks) 

[Capt. Pants 4,277]

Not sure of all this sudden distrust of MA. Seems some were happy to let him invest and loan to our club but now he wants something in return he's not to be trusted?

It has been clear that ever since he sat in the Directors Box and saw us slaughtered by Spurs it would lead to an eventual takeover. Any objection to this should have been raised much earlier, including when the 194,000 shares were announced, but not now, in my view.

What is much more important is how he runs the club going forward. Surely we have to take some encouragement from his 18 years at The Brewers?

 

Edited September 14, 2023 by Capt. Pants

[CANARYKING 644]

What is the date for all this to be sorted ?

[essex canary 505]

8 minutes ago, Capt. Pants said:

Not sure of all this sudden distrust of MA. Seems some were happy to let him invest and loan to our club but now he wants something in return he's not to be trusted?

It has been clear that ever since he sat in the Directors Box and saw us slaughtered by Spurs it would lead to an eventual takeover. Any objection to this should have been raised much earlier, including when the 194,000 shares were announced, but not now, in my view.

What is much more important is how he runs the club going forward. Surely we have to take some encouragement from his 18 years at The Brewers?

 

Anyone who objects to money being put into the Club gets shouted down here right away. Consider the £10 million preference shares at 7% which nobody else has access to but which purchased Gabriel Sara. Only around 485 of the 6,860 shareholders votes for it. 15 or so of us including me voted against.

[GMF 757]

3 minutes ago, essex canary said:

Anyone who objects to money being put into the Club gets shouted down here right away. Consider the £10 million preference shares at 7% which nobody else has access to but which purchased Gabriel Sara. Only around 485 of the 6,860 shareholders votes for it. 15 or so of us including me voted against.

At the risk of labouring this point again, that was because the resolution put before shareholders was approved by the required majority.

The fact that you voted against the resolution is hardly justification for your assertion that nobody else has access to it. That’s how democracy works, as detailed within the Companies Act 2006.

[essex canary 505]

50 minutes ago, GMF said:

At the risk of labouring this point again, that was because the resolution put before shareholders was approved by the required majority.

The fact that you voted against the resolution is hardly justification for your assertion that nobody else has access to it. That’s how democracy works, as detailed within the Companies Act 2006.

To my knowledge there has been no mechanism or potential mechanism by which minorities could ever receive 7% return on any Preference Shares regardless of the outcome of that vote or any other vote or any other potential proposal that stood any chance of seeing the light of day. Please correct me if I am wrong.

When first mentioned there was debate on here as to whether anyone else would get an opportunity to buy C preference shares. Clearly the answer was no.

 

[Indy 3,315]

Jesus the same record being spun by Essex, just sell your shares hell I’m getting to the stage that I might consider offering you £25 a share for your four! Just to stop you bleating on about such a trivial thing!

Really if you wanted to make money from investing it wouldn’t have been investing Norwich City in 2002! It was done for the good of the club and it’s real supporters!

Edited September 14, 2023 by Indy

[GMF 757]

23 minutes ago, essex canary said:

To my knowledge there has been no mechanism or potential mechanism by which minorities could ever receive 7% return on any Preference Shares regardless of the outcome of that vote or any other vote or any other potential proposal that stood any chance of seeing the light of day. Please correct me if I am wrong.

When first mentioned there was debate on here as to whether anyone else would get an opportunity to buy C preference shares. Clearly the answer was no.

 

You are missing the point. Had shareholders voted against the resolution, then it might have been possible for it to have been offered on a wider basis. However, they didn’t, so there’s no point bleating over it. It’s a nonsensical argument that you are trying to make. 

[GMF 757]

8 minutes ago, Indy said:

Jesus the same record being spun by Essex, just sell your shares hell I’m getting to the stage that I might consider offering you £25 a share for your four! Just to stop you bleating on about such a trivial thing!

Really if you wanted to make money from investing it wouldn’t have been investing Norwich City in 2002! It was done for the good of the club and it’s real supporters!

He has 1,000, so would have to do 250 deals to offload in lots of 4, or 100 deals if offered in lots of 10. But, then he would lose his seat for life and have to pay annually, just like the other 20,000 plus pesky season ticket holders. 

[Indy 3,315]

43 minutes ago, GMF said:

He has 1,000, so would have to do 250 deals to offload in lots of 4, or 100 deals if offered in lots of 10. But, then he would lose his seat for life and have to pay annually, just like the other 20,000 plus pesky season ticket holders. 

So I wonder how much Essex paid for these shares were they bought all in 2002 or acquired over the years?

[TIL 1010 4,791]

38 minutes ago, Indy said:

So I wonder how much Essex paid for these shares were they bought all in 2002 or acquired over the years?

He bought them all in 2002 at a cost of £25 each as did a couple of dozen others to become an Associate Director and get a seat for life.

I am surprised he has never mentioned it or had it discussed on here.

[Terminally Yellow 2,477]

1 minute ago, TIL 1010 said:

He bought them all in 2002 at a cost of £25 each as did a couple of dozen others to become an Associate Director and get a seat for life.

I am surprised he has never mentioned it or had it discussed on here.

[Indy 3,315]

1 minute ago, TIL 1010 said:

He bought them all in 2002 at a cost of £25 each as did a couple of dozen others to become an Associate Director and get a seat for life.

I am surprised he has never mentioned it or had it discussed on here.

Thanks Til, so if he’s had a seat for life and used it for 21 years that’s basically £10k he’s saved himself, so if he gets £15 per share he should be happy! I remember back then lots of options and info, I was working offshore at the time away, I used to give up my season ticket to my father in law to use! I can’t remember how many my wife bought but I know we sold them to a friend at a loss but she bought them for her grandkids as they were both Norwich nuts!