Mark Attanasio

[Midlands Yellow 3,986]

12 minutes ago, Capt. Pants said:

It feels as though MA's 40% is bigger though.

That’s good news then. 

[MrBunce 245]

18 minutes ago, Capt. Pants said:

I had to read that bit again. It's only the EFL verification that will be complete in time for the AGM....

That next step will see Norwich allocate 195,012 to Attanasio's group, which will see his shareholding rise from 21.5pc to 40pc. The American has spent £5m ($6.02m) on the shares which are due to be allotted in due course. 

It is now down to the EFL, who will begin their relevant tests before the shares can be allotted. It's expected that process will be completed before the club's annual general meeting, which will be held in November. 

Interesting. The resolution does not contain the qualification that the allotment is subject to EFL approval. Unlike the resolution for Attanasio to become a director. I know it's semantic, but another little oversight. As far as I'm aware, the club would have needed to notify the EFL at least 10 working days ago on the potential change in control. So hopefully, it'll be sorted out quickly. But given the documentary requirements and the club's track record, I won't hold my breath...

[hogesar 9,676]

39 minutes ago, norfolkngood said:

So we have one 40 % Shareholder who lends us money ,

and Another 40 % shareholder who has no money ,

Not really the takeover i had in mind 

To be fair, unless you know of a lifelong norwich fan who also happens to be a billionaire...we were never going go have someone give us money.

[NewNestCarrow 191]

18 minutes ago, Wibble said:

£5m for 18.5% of the shares then ? Seems cheap, this guy should be on dragons den.

Plus the £10m he paid for the C-Pref shares. The deal is a lot more nuanced than Southwell portrays.

[MrBunce 245]

36 minutes ago, PurpleCanary said:

I don’t entirely understand one part of Southwell’s report. The bit about vetting from the EFL before Attanasio can actually buy the shares. Presumably he has already been vetted, if that is necessary, as a director. And he is not becoming the sole owner.

I missed this Purple. There are two different tests: one for directors, one for owners. Attanasio would have passed the directors test. There would now be a different and separate owners test as he will own more than 25% of the voting shares in the club after the allotment. The owners test is much more onerous as it requires providing a substantial amount of information and documents to the EFL which they must then examine. It includes the directors test, which Attanasio will have already passed, but if a second director is to be nominated as part of the allotment process (I can't recall how it works in the shareholder's agreement), then they will need to pass the requirements before the transaction will be approved by the EFL.

p.s. this is my recollection from reading all the rules back when the Derby fiasco was going on. But I believe the above would not have changed since then.

[PurpleCanary 5,562]

28 minutes ago, MrBunce said:

I missed this Purple. There are two different tests: one for directors, one for owners. Attanasio would have passed the directors test. There would now be a different and separate owners test as he will own more than 25% of the voting shares in the club after the allotment. The owners test is much more onerous as it requires providing a substantial amount of information and documents to the EFL which they must then examine. It includes the directors test, which Attanasio will have already passed, but if a second director is to be nominated as part of the allotment process (I can't recall how it works in the shareholder's agreement), then they will need to pass the requirements before the transaction will be approved by the EFL.

p.s. this is my recollection from reading all the rules back when the Derby fiasco was going on. But I believe the above would not have changed since then.

Thanks, MrB. I didn’t know about that 25+ per cent rule, but it does seem sensible.

[essex canary 496]

1 hour ago, ncfcstar said:

In this interests of transparency, would you be willing to share how the Trust voted @GMF?

Maybe the Club is providing critical friend lessons to the Trust on how to stifle transparency?

Scores on the doors all round please.

Based on that Statement how can we even be certain that the Takeover Code process has been fully operated?

Edited October 2, 2023 by essex canary

[nutty nigel 7,537]

I abstained.

[Capt. Pants 4,236]

Trouble is if many didn't bother to vote or abstained then actual votes don't mean that much and a majority is a majority.

Assuming MA intends to buy part or all of D & MWJ's holding the next important part is how quickly that happens and the price, although for most supporters the latter doesn't really matter.

[essex canary 496]

3 minutes ago, Capt. Pants said:

Trouble is if many didn't bother to vote or abstained then actual votes don't mean that much and a majority is a majority.

Assuming MA intends to buy part or all of D & MWJ's holding the next important part is how quickly that happens and the price, although for most supporters the latter doesn't really matter.

Accept that many organisations would have a minimum percentage requirement for important votes known as a Quorum. If the Quorum isn't reached the result would be invalid. Don't know if the TC has a minimum requirement but it would be logical.

 

[vos 155]

The press report states that the deal now approved provides MA with the same holding as D & M. BUT it also says MA has hoovered up other shares presumably as and when they became available. Unless my understanding of maths has somewhat deteriorated does this not mean that MA is in fact the majority holder !!!! The fact that there are still some other issues still outstanding sums up in a nutshell the mess this country is now in.

[PurpleCanary 5,562]

3 minutes ago, vos said:

The press report states that the deal now approved provides MA with the same holding as D & M. BUT it also says MA has hoovered up other shares presumably as and when they became available. Unless my understanding of maths has somewhat deteriorated does this not mean that MA is in fact the majority holder !!!! The fact that there are still some other issues still outstanding sums up in a nutshell the mess this country is now in.

As well as buying Foulger’s shares he also swept up some other minority holdings. Those have already been counted, and the new shares take him to 40 per cent quality with S&J.

[Capt. Pants 4,236]

13 minutes ago, essex canary said:

Accept that many organisations would have a minimum percentage requirement for important votes known as a Quorum. If the Quorum isn't reached the result would be invalid. Don't know if the TC has a minimum requirement but it would be logical.

 

Can't see that being an issue otherwise the process would encourage attendance in person rather than risking votes lost in the post etc.

Done and dusted subject to EFL approval by the looks of it.

We move onto the next stage.

[MrBunce 245]

1 hour ago, MrBunce said:

I missed this Purple. There are two different tests: one for directors, one for owners. Attanasio would have passed the directors test. There would now be a different and separate owners test as he will own more than 25% of the voting shares in the club after the allotment. The owners test is much more onerous as it requires providing a substantial amount of information and documents to the EFL which they must then examine. It includes the directors test, which Attanasio will have already passed, but if a second director is to be nominated as part of the allotment process (I can't recall how it works in the shareholder's agreement), then they will need to pass the requirements before the transaction will be approved by the EFL.

p.s. this is my recollection from reading all the rules back when the Derby fiasco was going on. But I believe the above would not have changed since then.

Hmm. I went to re-read the rules to check I wasn't chatting nonsense. Upon reading the rules, my interpretation is that Mr Attanasio should already have needed to pass the Owners Test when the Shareholder's Agreement was entered into. That's because Attanasio and Delia and Michael became concert parties. So I'm not sure what EFL approval would now be required, I'm a bit stumped. 

[essex canary 496]

6 minutes ago, Capt. Pants said:

Can't see that being an issue otherwise the process would encourage attendance in person rather than risking votes lost in the post etc.

Done and dusted subject to EFL approval by the looks of it.

We move onto the next stage.

You may well be correct but the scope for losing ballot papers demonstrates how weak the process is in practice. It appears to be more about jobs for the boys and girls to jump through holes rather than a truly meaningful process.

[Nuff Said 5,142]

9 hours ago, essex canary said:

You may well be correct but the scope for losing ballot papers demonstrates how weak the process is in practice. It appears to be more about jobs for the boys and girls to jump through holes rather than a truly meaningful process.

It’s no different to postal votes in a local or national election surely? We could go down a rat hole about “jobs for the boys and girls” in those circumstances too, although having been involved in the process in a small way that is nonsense in my (admittedly limited) experience, but at a high level, if it’s good enough for the government of the country, it’s good enough for a relatively parochial concern like Norwich City surely?

[PurpleCanary 5,562]

11 hours ago, shefcanary said:

From a Connor Southwell EDP article, where he states that die to the club still being subject to Takeover Panel rules, only a limited amoint of information was allowed to be released tonight.

"It is now down to the EFL, who will begin their relevant tests before the shares can be allotted. It's expected that process will be completed before the club's annual general meeting, which will be held in November."

On information, I thought when the vote was complete,the Takover Panel restrictions were no more. Any thoughts @PurpleCanary?

As to EFL now reviewing Attanasio for Fit and Proper persons test, surely that could have been done and dusted "years" ago? 

Jaysus, mountains, mountains, mountains.

Shef, I have only quckly looked through but I can't find an answer to that. There are rules on information beforehand and during, such as on equality of information for all shareholders, but I couldn't see anything on afterwards. I really don't want to belabour this point, but it is another case of the club telling the EDP reporters something and it just not being questioned by them, so readers don't have an explanation for these bald statements.

An obvious question is what were the voting figures. Why were they not in last night's report? Were they not released last night because of Takeover Code rules, but can be in a few days' time?  No idea.

But more generally, I can see that Code rules will still apply. They did so here even though  this isn't - yet - actually a takeover, but only the acquisition of 30 per cent of the shares. Albeit that is correctly seen as a likely step towards a takeover. And the rules will apply if - as seems probable - Attanasio eventually acquires more shares to become the owner.

[duke63 542]

Why do so many think the club are just trying to hide stuff all the time?

The process we are going through is a legal process defined by the law of the land and with strict regulations we must adhere to for it to be allowed to happen. The rules are there to protect minority shareholders.

NCFC is a plc so the rules surrounding any takeover are much more complex than a non plc.

 

If anyone wants to trawl through the rules to ensure Webber isn't try to pull a fast one, here they are. Fill your boots!!

 

https://www.thetakeoverpanel.org.uk/the-code

 

[essex canary 496]

1 hour ago, Nuff Said said:

It’s no different to postal votes in a local or national election surely? We could go down a rat hole about “jobs for the boys and girls” in those circumstances too, although having been involved in the process in a small way that is nonsense in my (admittedly limited) experience, but at a high level, if it’s good enough for the government of the country, it’s good enough for a relatively parochial concern like Norwich City surely?

Donald Trump would doubtless be happy not to announce the scores on the doors. Delia would doubtless be happy to avoid the turnout being compared to Brexit.

[shefcanary 2,409]

11 hours ago, MrBunce said:

Hmm. I went to re-read the rules to check I wasn't chatting nonsense. Upon reading the rules, my interpretation is that Mr Attanasio should already have needed to pass the Owners Test when the Shareholder's Agreement was entered into. That's because Attanasio and Delia and Michael became concert parties. So I'm not sure what EFL approval would now be required, I'm a bit stumped. 

This is my interpretation. It's another reason to stall over any revelation over future plans being given to the journalists, who as many have commented aren't digging too deep at the moment as they try to stay onside after last season's big sulk by the club. It's a very political game being played by the club here, now holding everything back until a big bang reveal at the AGM no doubt which will divert attention away from another poor set of results.

[norfolkngood 1,087]

33 minutes ago, shefcanary said:

This is my interpretation. It's another reason to stall over any revelation over future plans being given to the journalists, who as many have commented aren't digging too deep at the moment as they try to stay onside after last season's big sulk by the club. It's a very political game being played by the club here, now holding everything back until a big bang reveal at the AGM no doubt which will divert attention away from another poor set of results.

i seems very quiet from board level ,

i do not know if they are allowed to say anything while the process is being done ,

But you would think a detailed outline of what is happening would clear up any untruths and give the fans something 

At the moment so much guess work 

will MA take over in 3 years or sooner ? ,

Will MA write of his loans and turn them into D & M shares ? ,

i am guessing that is why MA has loaned the club the money to turn into shares if not he has got his 40 % very cheaply if he gets paid back his loan 

[Capt. Pants 4,236]

The concern for me is why we had to borrow money in the first place. It may be ok this time round with the parachute payments to offset it, but what about for the rest of this year and next?

As a non shareholder supporter it doesn't really bother me MA gets his 40% cheap if it means he can continue to pump money into the club. Ideally that needs to be on players with potential though rather than 30 yr old somethings with little value. 

 

[keelansgrandad 6,679]

That next step will see Norwich allocate 195,012 to Attanasio's group, which will see his shareholding rise from 21.5pc to 40pc. The American has spent £5m ($6.02m) on the shares which are due to be allotted in due course. 

Could someone explain what it might cost MA to buy Delia's shares and give him 80%? It doesn't seem a lot of money in the circumstances.

[PurpleCanary 5,562]

4 minutes ago, keelansgrandad said:

That next step will see Norwich allocate 195,012 to Attanasio's group, which will see his shareholding rise from 21.5pc to 40pc. The American has spent £5m ($6.02m) on the shares which are due to be allotted in due course. 

Could someone explain what it might cost MA to buy Delia's shares and give him 80%? It doesn't seem a lot of money in the circumstances.

At £25 a share, which was the going rate for this transaction, it would cost £8m. But that might not be the going rate next time.

[essex canary 496]

Why should they do anything more? Perhaps we have now got to Geoffrey Watling's ideal outcome? 

MA has got his 40% cheap but maybe that is the price of the total lack of hard business acumen in the Club? Tom may still have some good soft skills. Part of his role should be to develop a more cohesive relationship with the 20 per cent minority holding and the wider fan base.

[shefcanary 2,409]

1 hour ago, keelansgrandad said:

That next step will see Norwich allocate 195,012 to Attanasio's group, which will see his shareholding rise from 21.5pc to 40pc. The American has spent £5m ($6.02m) on the shares which are due to be allotted in due course. 

Could someone explain what it might cost MA to buy Delia's shares and give him 80%? It doesn't seem a lot of money in the circumstances.

KG, to answer I thought I'd set out a few facts.

As Purple has said, this deal has all been about parity and the share price in the deal, not just in holdings, but includes the cost per share of MA's 40%. He has acquired all at £25 per share, the highest price that Delia and Michael paid for theirs back in the day. It has therefore artificially supressed the value of the club at only £20M. I know this is the topsy world of football, although some would say this value is realistic, Burnley was sold for £100M and Sheffield United has been valued at £150M. Both are good comparators as similar sized yo-yo clubs, implying a valuation of £100M is not unreasonable.

So now parity has been achieved, from here on however all bet's are off. What else we do know:

• The Sept 22 GM valued the club at £100M. This is because the £10M of C Preference Shares issued as a result could be converted into 10% of the total issued share capital (simple math?). This effectively places a share value now of £123.16 per share if that valuation still holds true (see in part above). I can see an argument that the club's value may have reduced because we are nearly now out of parachute payments, however on the other hand we are still only 7 months from potential promotion back to the EPL and our position is thus comparative to Burnley / Sheffield United in terms of earning potential;
• The Oct 23 GM papers included details of completed share transactions in the six months to mid-August 2023 ranging from £25 per share up to £200 per share. This upper valuation does seem high however, as this would value the club at £162M which seems a little fanciful. Are we bigger than Sheffield United?
• A majority stake is worth more than a minority share holding, even where that minority shareholding is held in concert with another similar sized shareholding. Therefore acquiring shares to achieve a majority shareholding has to be worth paying more for than buying shares to get to that minority position; so that means a valuation more than £25 per share.
• Delia and Michael have publicly stated they did not want to be seen to profit personally from their "custodianship". This would preclude a value being received above £25. However if they did that, then this would give Attanasio the opportunity of a massive profit e.g. if sold at £100m, if he had 80.6% of shares, over £72m profit. Would Delia & Michael really be expected to hand over that to Attanasio? [Hence why I and others expect them to sell out to Attanasio at a market rate, but the profit on disposal being channelled into a charitable trust that benefits the local community in some way, or similar.] 
• The current shareholdings make it very unlikely that a 3rd party would ever seek to acquire the club now whilst the current shareholdings are extant. This reduces the marketability of any shares, reducing the value from what would otherwise be paid. However this would still place a valuation over the £25 per share.

Having said all that, the current valuation of the shares is definitely somewhere between £25 and £200.  I believe it is somewhere near the mid-point of this range, say, between £110 and £125 per share. 

One final point. If Delia and Michael did sell out for £110 per share, their 40.3% would generate £36M. This is quite close to the value of the loan (currently £33M, net £28M when the share allotment is accounted for) that Attanasio has made to the club. It has been suggested therefore, as a final show of their love of the club, Delia & Michael may seek consideration in the form of a write-off of the loans that Attanasio may have made to the club (i.e. the money for their shares effectively goes straight to the club). The tax consequences of this are legion however. Its a nice thought but it just seems far to generous for any individual to do who doesn't have a mega-personal fortune - they have to provide for nephew Tom and his family after all.

In the end, Attanasio will have a view. According to the internet, "Attanasio purchased the Brewers for $223 million from the family of MLB commissioner Bud Selig, coming to the agreement in 2004." [The club is now reputedly worth $1.2Bn]. That is quite a sum to pay out, but the rewards are also quite a sum. It is commented that he took some time to achieve a full takeover as he wanted to ensure Selig was comfortable with his ability to run the club appropriately. If he really wants the club, on this basis he certainly will not baulk at paying out £60M or more to gain full control, if he is confident he fully understands the business and has persuaded Delia and Michael he too will be a good custodian. It is this latter point really that can be the only explanation as to why he isn't the custodian yet.  

Edited October 3, 2023 by shefcanary

[Robert N. LiM 4,366]

38 minutes ago, shefcanary said:

KG, to answer I thought I'd set out a few facts.

Brilliant post, Shef, thanks so much.

[Big Vince 318]

17 hours ago, nutty nigel said:

I abstained.

I abstained too on the grounds of lack of transparency on a number of related issues connected and the overwhelming gut feeling that Attanasio will not be any improvement on the current owners in terms of self-funding, selling players religiously, poverty of aspiration in terms of both silverware and ground capacity and the general feeling of accepting our lot as a tier two club. 

[hogesar 9,676]

1 hour ago, Big Vince said:

I abstained too on the grounds of lack of transparency on a number of related issues connected and the overwhelming gut feeling that Attanasio will not be any improvement on the current owners in terms of self-funding, selling players religiously, poverty of aspiration in terms of both silverware and ground capacity and the general feeling of accepting our lot as a tier two club. 

Who do you think would be an improvement? He's already circa £40 million deep without being the owner?

[norfolkngood 1,087]

21 minutes ago, hogesar said:

Who do you think would be an improvement? He's already circa £40 million deep without being the owner?

if i my thinking is correct 

That's the bit that is unclear as 40 million is including loans and buying shares ?

if he gets his loans repaid then the cost of 40 % is cheap ,

my idea how it will go if the club is say worth 80 million ,

he will lend the club a total of money upto a certain value then write off loans gaining full control ,

The total value of loans will be value of club minus the money he has paid for shares and maybe pay D & M what they paid for club 

that meaning Delia & MWJ have not earned a profit ,

and all money has gone back into club and MA has paid a good price for Full control without D & M making any profit ,

total guess