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39 minutes ago, BigFish said:

It is fair to say that the club hasn't communicated this well at all. The method that has been utilised is rather opaque and the application of it has clearly not been straight forward. It has been badly done. What I standby is that posters have attempted to fill this void with supposition which is clearly unsubstantiated. Nothing I have read today dissuades me from that opinion, in fact it rather reinforces it. If they want to MA, S & J can do pretty much what they want to with the club if they chose. This makes the explanation of why they have chosen this all the more unfathomable.

BF, what different better way? Assuming the aim is for Attanasio to increase his stake from 22 per cent, and probably  eventually get to 51 per cent, at some point, surely, no matter how it is done, Attanasio will hit the 30 per cent mark.

He would then have to offer to buy out all the rest. Or, as now, seek a waiver. In which case the club would have to go through the long-winded palaver it is going through.

The only better way would be if he decided he was happy to offer to buy out the rest, but apparently that isn't the case in the here and now. And might still not be. I think this rigid 40:40 equality has caused unnecessary problems but even if they had allowed some wiggle rom Attanasio was always going to go past 30 per cent.

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On 15/09/2023 at 14:28, Big Vince said:

That experiment failed because they went for too many players in the £8-9m bracket which was never going to work in the EPL. 

Unless you are going to spend £250m on genuine quality with wages to match, then we should all stop kidding ourselves that promotion is a good idea.

Unless there is a radical restructuring of English football, clubs like Norwich will always be playing on an uphill pitch.

Very true. A self funded club has a glass ceiling and that is the top end of the championship.

 I see Brentford mentioned and they have recruited well but they have had £150m put into the club.

 I t would be interesting where we could be with that sort of cash injection. We would have been able to spend more than £8-9m (on potential) and buy premier league players on premier league wages.

Premier League= money, money, money etc… not having a good manager who can produce a team a la Nottingham Forest under Cloughie of misfits and bang average players and expect to compete these days. It’s all about how wealthy the owners are, not about football. BORING!!

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@Indy I can understand why some might be bored with this whole thing by now, and this is one of the threads with the most replies ever on this board, perhaps with good reason, as it’s certainly one of the biggest issues that the club has faced, certainly during the ownership of the current owners.

This situation that the club faces is primarily because of circumstances outside its control, the collapse of ITV Digital back in the early 2000’s. Out of financial necessity at the time, the club switched from private to public limited company, with the associated consequences of multiple shareholders.

That’s intended purely as a statement of fact, rather than a criticism.

What it has done is create a legacy issue that is going to have to be addressed at some point and, there’s multiple ways to do that. However, this is actually the first time ever that someone, Mark Attanasio, is on the point of crossing the 30% threshold and, therefore, is legally required to make an offer to minority shareholders.

There are no exemptions just because the company happens to be a football club. Similarly, there are no exemptions simply because shareholders won’t be making a profit, nor the fact that the majority probably don’t deem their shares to be investments.

None of this is justification for the route that the club has chosen, even if the most fans agree with the likely end destination.

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1 minute ago, PurpleCanary said:

BF, what different better way? Assuming the aim is for Attanasio to increase his stake from 22 per cent, and probably  eventually get to 51 per cent, at some point, surely, no matter how it is done, Attanasio will hit the 30 per cent mark.

He would then have to offer to buy out all the rest. Or, as now, seek a waiver. In which case the club would have to go through the long-winded palaver it is going through.

The only better way would be if he decided he was happy to offer to buy out the rest, but apparently that isn't the case in the here and now. And might still not be. I think this rigid 40:40 equality has caused unnecessary problems but even if they had allowed some wiggle rom Attanasio was always going to go past 30 per cent.

PC, as there seems a very strong inclination amongst the small shareholders to keep their shareholding MA could well have done this through a general offer of £25 per share without the famous waiver. Then just balanced it with the debt for equity to level at 40%. Equally he could have underwritten a rights issue, the same as S&J did when they took a majority. The waiver creates a sense of unfairness that is unwarranted but like you I believe the rigid 40:40 split has caused issue. I cannot see any credible reason for this.

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1 hour ago, Indy said:

Looking at this from the outside I think there’s too much involvement and discussion amongst the minority shareholders which almost has given a sense of entitlement to wanting to be involved in a pseudo Football Manager type way, believing that take over has to have their say to go forwards. I’m not saying you’re not entitled to discuss these points and rightly air concerns, but the reality is it’s a Football Club, they’re going to sell at some point unfortunately due to historical financial structure they’ve gone down the rout of offering shares to fans which now have caused issues for any smooth transaction between two sides!

At least from my side, I've been posting because it's at the very rare inter-section between my profession and something I really care about.

I'll also nail my colours to the mast, I think football finance is critical to understanding the modern game. I hope(!) that I've provided some explanations and some insights as to the often murky world of corporate finance that others have found interesting. 

I also think it's a good thing that shareholders can discuss this and have a vote (although, for what it's worth, I think it's a foregone conclusion anyway - something I've said throughout). A significant slice of my work has been in countries where individuals and minority shareholders don't have these protections (or worse...). So whilst it seems like annoying red tape, I can assure you these rules are very valuable. But besides that, what an envious position for Norwich fans to be in. Think only of the position of Everton fans (see discussion above). They've had no agency at all in Kenwright selling to Moshiri then to 777. No say, no information. Nothing. So we Norwich fans are privileged and I'll take full advantage of that whilst it's still available! 

EDIT: @GMF beat me to it with his impassioned treatise on our club. 

Edited by MrBunce
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Hmmm, not sure what to make of this. Despite only having 22% of shares, the club has filed at Companies House that Attanasio now has significant control. Is that a bit previous?

Screenshot_20230920_191258_Email.jpg

Edited by shefcanary

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@shefcanary if you compare this notice to the notices just issued for D&M, there’s clearly state that they are persons with significant control, owning between 50% and 75% of the shares with voting rights.

In contrast, MA’s notice indicates that he owns more than 75% of all shares (because of his C-preference shares) but it’s silent on the point of voting.

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5 minutes ago, GMF said:

@shefcanary if you compare this notice to the notices just issued for D&M, there’s clearly state that they are persons with significant control, owning between 50% and 75% of the shares with voting rights.

In contrast, MA’s notice indicates that he owns more than 75% of all shares (because of his C-preference shares) but it’s silent on the point of voting.

Yes, can see that, notice of his change in circumstance was first to arrive. Thinking about it, I assume that the Shareholders Agreement effectively means that all three are acting as one, so hence the notice. So does that make it a late filing, another admin slip?

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37 minutes ago, shefcanary said:

Yes, can see that, notice of his change in circumstance was first to arrive. Thinking about it, I assume that the Shareholders Agreement effectively means that all three are acting as one, so hence the notice. So does that make it a late filing, another admin slip?

We’re entering the nuances of the requirements relating to persons with significant control, which is outside of my comfort zone.

One thing is for sure, if the vote is approved there will be more incoming. 

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13 hours ago, BigFish said:

PC, as there seems a very strong inclination amongst the small shareholders to keep their shareholding MA could well have done this through a general offer of £25 per share without the famous waiver. Then just balanced it with the debt for equity to level at 40%. Equally he could have underwritten a rights issue, the same as S&J did when they took a majority. The waiver creates a sense of unfairness that is unwarranted but like you I believe the rigid 40:40 split has caused issue. I cannot see any credible reason for this.

BF, the first of those is exactly a plan I dreamt up on a flight last week and posted here. Attanasio would have had to shell out a bit more money to the minorities than he has, and it would have required wiggle room around 40;40 instead of the seemingly unnecessary rigidity there is.

All academic now, and for what it is worth I will vote for the waiver, since rejection would damage the club financially without helping the minorities who might want to sell, even though it is tempting to make a gesture against.

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50 minutes ago, PurpleCanary said:

All academic now, and for what it is worth I will vote for the waiver, since rejection would damage the club financially without helping the minorities who might want to sell, even though it is tempting to make a gesture against.

This is, in essence, exactly what the club seems to be playing on, the fear that a rejection would somehow be damaging.

The reality is that this loan was the result of a previous refinancing and, should the result go wrong, it would again be refinanced, as indeed would the three other loans.

We have become so accustomed to the “debt free” mantra during this regime, the idea of carrying any debt is generally perceived as bad. I suspect that mindset is likely to change as MA gets his feet more under the table.

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1 hour ago, PurpleCanary said:

BF, the first of those is exactly a plan I dreamt up on a flight last week and posted here. Attanasio would have had to shell out a bit more money to the minorities than he has, and it would have required wiggle room around 40;40 instead of the seemingly unnecessary rigidity there is.

All academic now, and for what it is worth I will vote for the waiver, since rejection would damage the club financially without helping the minorities who might want to sell, even though it is tempting to make a gesture against.

I remember PC, shame you weren't leading this. I suspect it would be done and dusted by now if you were and it would have avoided all this unnecessary rancour.

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24 minutes ago, GMF said:

This is, in essence, exactly what the club seems to be playing on, the fear that a rejection would somehow be damaging.

The reality is that this loan was the result of a previous refinancing and, should the result go wrong, it would again be refinanced, as indeed would the three other loans.

We have become so accustomed to the “debt free” mantra during this regime, the idea of carrying any debt is generally perceived as bad. I suspect that mindset is likely to change as MA gets his feet more under the table.

But as it stands, GMF, surely the club will certainly lose out on the £5m of income that it would get from that loan being turned into cash to buy the shares.

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6 minutes ago, BigFish said:

I remember PC, shame you weren't leading this. I suspect it would be done and dusted by now if you were and it would have avoided all this unnecessary rancour.

That is the truest post I have ever seen on this message-board…😜

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4 minutes ago, PurpleCanary said:

But as it stands, GMF, surely the club will certainly lose out on the £5m of income that it would get from that loan being turned into cash to buy the shares.

The loan has already been received, so it’s not like a new transfer is incoming to pay for the shares. It may be accounting for differently, but that’s it.

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1 hour ago, GMF said:

The loan has already been received, so it’s not like a new transfer is incoming to pay for the shares. It may be accounting for differently, but that’s it.

Don’t we have to pay MA back double if the motion isn’t passed ?Hardly without consequence 

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On 19/09/2023 at 20:47, essex canary said:

Hadn't we established that the Takeover Panel's requirement was, quite reasonably, 1 share 1 vote?  If so, the reason for the change relative to the 2 previous meetings is clear. For anyone who purchased 250 times the standard common quantity the reasons would also be clear.

The show of hands for the previous 2 meetings attracted around a 7% turnout so indeed it will be interesting this time. My guess is around 40% with over half those votes coming from the top 29 below the Trust.

As for other AD's who knows exactly. The multimillionaires amongst them to some extent tend to be philanthropic in outlook then again many such people tend to be very cautious with treatment of their money.

All in all if the Club had thought about the issues they would surely have concluded that @PurpleCanary solution was better

Both @Badger and @MrBunce have posted reasons for voting against.  Mine is attached.

20230918_105019.jpg

Re point 5.  I am pretty sure that if you approached the club to purchase shares before MA appeared, the club were selling the unsold capital at £100 per share.  This was naughty as the club had a list of buyers who were prepaid to sell at £25 but of course the club would not have benefitted from that.  

It does indeed ask questions as to how we have suddenly arrived back at the price of £25 a share.   

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14 hours ago, shefcanary said:

Yes, can see that, notice of his change in circumstance was first to arrive. Thinking about it, I assume that the Shareholders Agreement effectively means that all three are acting as one, so hence the notice. So does that make it a late filing, another admin slip?

I think this is just another admin slip up. I just assumed they had already done this. It should have been filed around a year ago (note the September 2022 date). From my memory, the PSC rules make no distinction between ordinary and preference shares so when Attanasio was allotted the 1,000,000 C Preference Shares he'd end up owning over 75% of the total number of shares in the club. Delia and Wynn-Jones at that point still possessed more than 50% of the voting rights. I'm not sure the submission is fully correct anyway, as my interpretation of the rules is that Attanasio has significant influence due to having a veto right on the club incurring additional debt. But I'll admit I haven't dealt with PSCs in a while. 

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1 hour ago, Soldier on said:

Don’t we have to pay MA back double if the motion isn’t passed ?Hardly without consequence 

It’s a mechanism to highlight that one option is favourable to the other. Will it be actually enforced if it came to it? Probably not, not least because this is an ongoing relationship between MA and D&M.

What would almost certainly happen is that this loan will be refinanced as part of the wider loan agreements also being negotiated. 

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4 minutes ago, GMF said:

It’s a mechanism to highlight that one option is favourable to the other. Will it be actually enforced if it came to it? Probably not, not least because this is an ongoing relationship between MA and D&M.

What would almost certainly happen is that this loan will be refinanced as part of the wider loan agreements also being negotiated. 

I agree he is unlikely to walk away just struggling to see a compelling argument for not voting in favour given how careful Delia and Michael have been to find a “suitable” successor.

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9 minutes ago, Soldier on said:

I agree he is unlikely to walk away just struggling to see a compelling argument for not voting in favour given how careful Delia and Michael have been to find a “suitable” successor.

This really isn’t about D&M, though, it’s about the proposed waiver and its use in these circumstances.

I’m struggling to see that the Club has made a compelling argument for the use of a waiver?

This comes across as MA not wanting to make any further offers to minorities, and, seemingly using this mechanism as a justification for parity.

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28 minutes ago, GMF said:

This really isn’t about D&M, though, it’s about the proposed waiver and its use in these circumstances.

I’m struggling to see that the Club has made a compelling argument for the use of a waiver?

This comes across as MA not wanting to make any further offers to minorities, and, seemingly using this mechanism as a justification for parity.

Think it’s more about appeasement for Delia and Michael to allow the parity arrangement which has allegedly come sooner than he intended following their intervention.

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Re the "all shareholderes are fans" assumption;  I would love to know the voting intentions of the following:

Paul Crichton, Paul Heckingbottom, Marc LIbbra, Brian McGovern, Noah Holm Nielsen, Alex Notman & Marc LIbbra

[This is a purely hypothetical question, because all of the above were listed as "mvd", meaning they probably won't be receiving any of the correspondence....]   

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58 minutes ago, Soldier on said:

Think it’s more about appeasement for Delia and Michael to allow the parity arrangement which has allegedly come sooner than he intended following their intervention.

I can’t emphasise this enough, despite what some may want to believe, this has nothing to do with D&M. 

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16 minutes ago, NewNestCarrow said:

Re the "all shareholderes are fans" assumption;  I would love to know the voting intentions of the following:

Paul Crichton, Paul Heckingbottom, Marc LIbbra, Brian McGovern, Noah Holm Nielsen, Alex Notman & Marc LIbbra

[This is a purely hypothetical question, because all of the above were listed as "mvd", meaning they probably won't be receiving any of the correspondence....]   

There’s always a significant number of shareholders who have moved on, usually having not notified the Club.

Not that that will stop some people from moaning about it…

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On 20/09/2023 at 09:51, TIL 1010 said:

With regard to 3 and your concern that the club may well not have updated the database and so the vote could therefore be influenced just flip the coin and have you considered that shareholders may well have moved house and not informed the club of change of address or that some shareholders may well have died and relatives sorting their affairs could quite possibly have regarded anything to do with Norwich City has no value and didn't bother to pursue it any further ?

@GMF i never did get an answer to this question i posed to who i think you are talking about in your last post.

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8 minutes ago, TIL 1010 said:

@GMF i never did get an answer to this question i posed to who i think you are talking about in your last post.

Of course shareholders may have moved and not informed the Club with a largely dormant scheme. Equally those who are active season ticket holders or members may have advised the Club but that doesnt mean the separately maintained shareholders database will have been updated.

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2 minutes ago, essex canary said:

Of course shareholders may have moved and not informed the Club with a largely dormant scheme. Equally those who are active season ticket holders or members may have advised the Club but that doesnt mean the separately maintained shareholders database will have been updated.

An assumption on your part which of course you would dearly love to be true to continue your anti club agenda.

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6 minutes ago, essex canary said:

Of course shareholders may have moved and not informed the Club with a largely dormant scheme. Equally those who are active season ticket holders or members may have advised the Club but that doesnt mean the separately maintained shareholders database will have been updated.

Is it really dormant, or is it only dormant in the context that it doesn’t operate how you’d like it to? 

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38 minutes ago, GMF said:

There’s always a significant number of shareholders who have moved on, usually having not notified the Club.

Not that that will stop some people from moaning about it…

TBF, the administration of the NCFC Shareholders' Register is not beyond criticism.

Was Adam Drury really untraceable? Or Iwan Roberts?  

The main thrust of my point was that many of the 2003/04 squad purchased shares, something that doesn't appear to be widely known.

 

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