Mark Attanasio

[PurpleCanary 5,605]

9 hours ago, Graham Paddons Beard said:

You have touched on the reasons for the delay before Purple. The takeover rules. 

GPB, based on your "very complicated" comment I get the feeling we may be on the same page!🤩 At the beginning, last year, I mentioned the Takeover Code/Panel just as a theoretical factor, on the basis that this was the first time the club had ever really had to take it seriously.

But although the club and Attanasio are both being advised by outside firms it does seem possible that in practice either simply the process is taking longer than expected or that an unforeseen problem has arisen which so far is proving intractable even to the experts. Or a combination of the two.

[essex canary 516]

Perhaps unforseen intractability.

Should there not have been sufficient vision at the outset?

The Club's own  Equalities and Inclusion policies could have been used as a reference point.

[GMF 757]

You can’t beat a good conspiracy theory or two, to pass away the long summer days…

It’s still with the Takeover Panel for consideration, as it has been for some time…

Something’s a brewing…

[Soldier on 172]

8 minutes ago, GMF said:

You can’t beat a good conspiracy theory or two, to pass away the long summer days…

It’s still with the Takeover Panel for consideration, as it has been for some time…

Something’s a brewing…

Would it really take such a long time if agreements had been reached ?

[GMF 757]

6 minutes ago, Soldier on said:

Would it really take such a long time if agreements had been reached ?

Having no knowledge on how long these matters normally take (if, indeed this is considered a normal transaction from the Takeover Panel’s perspective) there’s no reason to believe that there’s anything untoward here.

[essex canary 516]

1 minute ago, GMF said:

Having no knowledge on how long these matters normally take (if, indeed this is considered a normal transaction from the Takeover Panel’s perspective) there’s no reason to believe that there’s anything untoward here.

Do you know the date when it was referred to the Takeover Panel?

Have the Trust made any representations to the Panel in their role as shareholders?

Are other shareholders entitled to do so?

[GMF 757]

5 minutes ago, essex canary said:

Do you know the date when it was referred to the Takeover Panel?

Have the Trust made any representations to the Panel in their role as shareholders?

Are other shareholders entitled to do so?

No, no and no.

[essex canary 516]

2 minutes ago, GMF said:

No, no and no.

But you know that it has been with them 'for some time' (assumed fact).

[GMF 757]

4 minutes ago, essex canary said:

But you know that it has been with them 'for some time' (assumed fact).

Yes

[Indy 3,349]

GMF, Surely the takeover panel are just a third party verifying process manger, if the two sides can’t agree as the value of a football club has many variants and as it slides down with income sure the two parties will keep talking until the price is agreed? We’re talking about additional shares not a takeover at this point. So is it down to the panel to push an agreement? Or just to verify the process? 

[shefcanary 2,503]

4 hours ago, Indy said:

As I’ve asked Purple how and who sets the price of these new shares?

That's set by the market, which in part is governed by the terms of the allotment and who acquires the allotment and whether that triggers a formal takeover.

From the terms of the allotment, in theory anybody could acquire the new shares, so it could be down to who pays most, depending on who that is it may not trigger a formal takeover.

In practise it is down purely to the existing majority and controlliing shareholders now to agree that price with the person they see as most appropriate to secure the future of the club. The current narrative from the controlling shareholders is that this person is Attanasio, who by acquiring the C Prefence shares agreed a total valuation for the club of £100m.

Since then he has apparently bought Foulger's shareholding, but no idea what impact that had on the value per share as no public disclosure of the terms of that deal. We are also told there were other share dealings with other minority holders. These purchaes in themselves become important as if this takes Attanasio's total holding above 30% then a formal takeover situation exists in which the minimum share price is fixed by the maximum that Attanasio has paid for any of the shares that took him above that shareholding in the previous 12 months. This must mean commercially the allotment price is at most the amount he paid to Foulger and or the other minorities, why would he increase his financial burden? However Attanasio could wait until 12 months has passed from his last acquisition so that he can effectively negotiate a new price for the allotment. In this thread people on here have concluded from publicly declared statements from the club and Foulger, that 12 month period must be reached before the 12 months anniversary of the GM that approved the C Preference Share issue 

There is also the fact the club is now further away from returning to the EPL than when the C Pref shares were acquired, which may reduce that original £100m valuation for all parties purely for the time value of money. Then there is evidence from the Canaries Trust share dealing site that some people are prepared to sell at £90 per share, which significantly reduces the market valuation to just over £50m. 

As we aporoach the beginning of September 2023, increasingly only Smith & Jones can set the price. How much do they think they can impose on Attanasio and / or another party?

[essex canary 516]

57 minutes ago, Indy said:

GMF, Surely the takeover panel are just a third party verifying process manger, if the two sides can’t agree as the value of a football club has many variants and as it slides down with income sure the two parties will keep talking until the price is agreed? We’re talking about additional shares not a takeover at this point. So is it down to the panel to push an agreement? Or just to verify the process? 

The Takeover Panel's purpose is to verify fair treatment of minority shareholders. They have a dedicated website that explains their role and the process. 

[GMF 757]

49 minutes ago, Indy said:

GMF, Surely the takeover panel are just a third party verifying process manger, if the two sides can’t agree as the value of a football club has many variants and as it slides down with income sure the two parties will keep talking until the price is agreed? We’re talking about additional shares not a takeover at this point. So is it down to the panel to push an agreement? Or just to verify the process? 

The Takeover Panel’s priority is to protect the rights of all minority shareholders and to ensure that they are treated fairly in the context of the proposed overall deal.

Bear in mind that the critical element is the allotment of the proposed new shares, which is the point at which MA exceeds the 30% threshold.

What typically happens at that point is that the 30% shareholder (MA) would have to make an offer to all remaining shareholders, based upon the best price paid in the previous year. This is the point that the Takeover Panel is concerned about and I’ve always presumed that the new allotment price will be higher than whatever MA has already paid to other minority shareholders last year.

However, there’s the potential complication, as alluded to by @PurpleCanary, that there’s a “whitewash” proposal. This may be the reason for greater scrutiny from the Takeover Panel, but that’s entering the realm of speculation.

[essex canary 516]

2 hours ago, GMF said:

Yes

Thanks. Pity shareholders can't be guaranteed equal access to information from prime club sources. A corporate governance issue.

Incidentally the Associate Director board contains the name of the first inheritor but not the others. He is the odd one out in that he is not on the same terms and conditions as the others albeit, that unlike the other inheritors, he did have the benefit of being part of the consultation to varied conditions.

[Indy 3,349]

Thanks all for the points and I was aware of the panels right to protect minor shareholders but as I said that’s for a full on takeover. To trigger this a lot of processes have to be triggered and agreed, as the full 12 months will null the share price fixed on the previous shares bought, the set price of the club will be down to the majority owners to ask and any potential buyer to agree, if as I said the value of the club decreases and the debt goes up any potential buyer will never pay a premium price.

So I think MA has played a blinder got in reasonably cheap places himself on the board, invested 10 million in car C shares endearing himself to fans protecting his investments with a 7% return, as the potential owner some have craved for, but behind the scenes his team no doubt are setting up the right time to buy at the best price, I’m sure as other businesses there will be a drag along clause which will be triggered and as I see it if Delia & MWJ sell the rest of the share will be valued the same.

I might be totally wrong in my reading of this situation but having seen how big companies buy other companies from the sidelines, I would imaging football clubs aren’t much different in reality.

We wait with baited breath on the outcome!

Edited June 14, 2023 by Indy

[PurpleCanary 5,605]

55 minutes ago, Indy said:

Thanks all for the points and I was aware of the panels right to protect minor shareholders but as I said that’s for a full on takeover. To trigger this a lot of processes have to be triggered and agreed, as the full 12 months will null the share price fixed on the previous shares bought, the set price of the club will be down to the majority owners to ask and any potential buyer to agree, if as I said the value of the club decreases and the debt goes up any potential buyer will never pay a premium price.

So I think MA has played a blinder got in reasonably cheap places himself on the board, invested 10 million in car C shares endearing himself to fans protecting his investments with a 7% return, as the potential owner some have craved for, but behind the scenes his team no doubt are setting up the right time to buy at the best price, I’m sure as other businesses there will be a drag along clause which will be triggered and as I see it if Delia & MWJ sell the rest of the share will be valued the same.

I might be totally wrong in my reading of this situation but having seen how big companies buy other companies from the sidelines, I would imaging football clubs aren’t much different in reality.

We wait with baited breath on the outcome!

With respect Indy, that is not necessarily true. If - and I am sure this is the intention - Attanasio buys those 194,512 shares he will (unless he didn't buy most or all of Foulger's shares) go comfortably past the 30 per cent mark. That is officially regarded as a takeover bid, even if that isn't the immediate or even the long-term aim.

And unless he gets a whitewash waiver - which as I understand it would have to be approved by the minority shareholders - he has to make an offer to buy them all out at whatever is the highest price paid in the last 12 months. Which would either be the price for the 195,512 or else a higher figure to, say, Foulger.

Either way the Takeover panel has the remit of protecting the rights of those minorities, even if Attanasio's holding stays below 50 per cent. Which could well be the plan for now, given the numbers. A figure of around 40 per cent is very feasible.

What he could do is delay buying those shares until the 12 months are up, and then whatever he pays for the 194,512 would be the benchmark. But it would seem odd to have gone to the trouble of creating nearly 200,000 new controlling shares in February if the aim was not to buy them for several months.

Edited June 14, 2023 by PurpleCanary

[Indy 3,349]

45 minutes ago, PurpleCanary said:

With respect Indy, that is not necessarily true. If - and I am sure this is the intention - Attanasio buys those 194,512 shares he will (unless he didn't buy most or all of Foulger's shares) go comfortably past the 30 per cent mark. That is officially regarded as a takeover bid, even if that isn't the immediate or even the long-term aim.

And unless he gets a whitewash waiver - which as I understand it would have to be approved by the minority shareholders - he has to make an offer to buy them all out at whatever is the highest price paid in the last 12 months. Which would either be the price for the 195,512 or else a higher figure to, say, Foulger.

Either way the Takeover panel has the remit of protecting the rights of those minorities, even if Attanasio's holding stays below 50 per cent. Which could well be the plan for now, given the numbers. A figure of around 40 per cent is very feasible.

What he could do is delay buying those shares until the 12 months are up, and then whatever he pays for the 194,512 would be the benchmark. But it would seem odd to have gone to the trouble of creating nearly 200,000 new controlling shares in February if the aim was not to buy them for several months.

Indeed Purple, but I’m not sure the Cat C share price can be used as a benchmark can they as the price as they are technically different to the main share bought from Foulger?

So my thoughts are the Foulger bought shares would be the price, not far from 12 months thus any shares bought now in the same category would be the price set? I might be totally wrong but it would mean that MA would certainly be trying to buy the club cheaply, not that that is a bad thing as Delia and MWJ did the same.

Just looking at things from the sidelines no malice intended but curious in the way things are being done! I want to be a fly in the wall, but thanks for your responses, really appreciated.

Edited June 14, 2023 by Indy

[PurpleCanary 5,605]

Just now, Indy said:

Indeed Purple, but I’m not sure the Cat C share price can be used as a benchmark can they as the price as they are technically different to the main share bought from Foulger?

So my thoughts are the Foulger but out is not far from 12 months thus any shares bought now in the same category would be the price set? I might be totally wrong but it would mean that MA would certainly be trying to buy the club cheaply, not that that is a bad thing as Delia and MWJ did the same.

Just looking at things from the sidelines no malice intended but curious in the way things are being done! I want to be a fly in the wall, but thanks for your responses, really appreciated.

No, Indy, the C-Preference shares don't count in this equation at all! Only the vote-controlling Ordinary shares count, such as however many Attanasio bought from Foulger, however many other minority holdings he has acquired (the old Jimmy Jones tranche perhaps?) and these 194,512 he is supposed to be buying...

[Graham Paddons Beard 2,471]

8 hours ago, GMF said:

You can’t beat a good conspiracy theory or two, to pass away the long summer days…

It’s still with the Takeover Panel for consideration, as it has been for some time…

Something’s a brewing…

Correct. Mechanism will be put in place to stop the need to offer the share value to all shareholders which does not mean some form of consultation won’t take place (a double negative!) We will see this in due course . There is no conspiracy here, certainly not on the part of either party. There is an objective and the wheels are turning to achieve it . It will take as long as it takes. 
 

 

[By Hook or Ian crook 926]

Didn’t Leeds just get taken over in like a couple of months? Not sure why they can get it done rapid and we drag around forever and a day. 

[Captain Holt 522]

6 minutes ago, By Hook or Ian crook said:

Didn’t Leeds just get taken over in like a couple of months? Not sure why they can get it done rapid and we drag around forever and a day. 

We’re Norwich City, nothing is normal, straightforward or how it should be. 

[TIL 1010 4,826]

8 hours ago, GMF said:

No, no and no.

You will be asked for a contact e-mail address next.

[Soldier on 172]

19 minutes ago, Graham Paddons Beard said:

Correct. Mechanism will be put in place to stop the need to offer the share value to all shareholders which does not mean some form of consultation won’t take place (a double negative!) We will see this in due course . There is no conspiracy here, certainly not on the part of either party. There is an objective and the wheels are turning to achieve it . It will take as long as it takes. 
 

 

Without sounding rude I’m really not meaning to be !! But how do you know this ? Are you in way connected to what is/has been going on or know someone that is?

[Midlands Yellow 4,118]

It’s only been a year with little happening, patience everyone. 

[GMF 757]

18 minutes ago, TIL 1010 said:

You will be asked for a contact e-mail address next.

What do you mean by “next!”

Some things are as predictable as night following day…. 

[Graham Paddons Beard 2,471]

.

Edited June 15, 2023 by Graham Paddons Beard

[essex canary 516]

On 14/06/2023 at 16:09, PurpleCanary said:

With respect Indy, that is not necessarily true. If - and I am sure this is the intention - Attanasio buys those 194,512 shares he will (unless he didn't buy most or all of Foulger's shares) go comfortably past the 30 per cent mark. That is officially regarded as a takeover bid, even if that isn't the immediate or even the long-term aim.

And unless he gets a whitewash waiver - which as I understand it would have to be approved by the minority shareholders - he has to make an offer to buy them all out at whatever is the highest price paid in the last 12 months. Which would either be the price for the 195,512 or else a higher figure to, say, Foulger.

Either way the Takeover panel has the remit of protecting the rights of those minorities, even if Attanasio's holding stays below 50 per cent. Which could well be the plan for now, given the numbers. A figure of around 40 per cent is very feasible.

What he could do is delay buying those shares until the 12 months are up, and then whatever he pays for the 194,512 would be the benchmark. But it would seem odd to have gone to the trouble of creating nearly 200,000 new controlling shares in February if the aim was not to buy them for several months.

It seems crystal clear from the last entry in the Annual Report that the Foulger share transaction took place in September. In that event if for any reason they are seeking to run down the 12 month clock that would appear to rule out any fund injection before this transfer window aside from the unlikely,  and surely impracticable, whitewash waiver option?

Not sure that any solution that results in minorities receiving a lesser offer than Foulger could be seen as valid in the context of our Club and hopefully within the spirit of the Takeover Panel?

The public statements emanating from the Club could surely have been better and have included details of the reference to the Takeover Panel if that is indeed what has occurred?

Also wouldn't have been better PR for Attanasio to simply have picked up residual shares from the defunct Trust etc. to support his place on the Board and for Foulger to have simply have announced a willingness to transfer his shares but then wait on the Takeover procedure alongside other minorities?

[essex canary 516]

On 14/06/2023 at 18:57, TIL 1010 said:

You will be asked for a contact e-mail address next.

If you are referring to an email address for the Takeover Panel they are listed on their website.

[TIL 1010 4,826]

39 minutes ago, essex canary said:

If you are referring to an email address for the Takeover Panel they are listed on their website.

Is there a sweepstake on how many e-mails you have sent them ? I bet the end of the month cannot get here quick enough for Sam Hall.

[BigFish 1,990]

2 hours ago, essex canary said:

Not sure that any solution that results in minorities receiving a lesser offer than Foulger could be seen as valid in the context of our Club and hopefully within the spirit of the Takeover Panel?

As has been stated many times before the transaction between Foulger and MA is PRIVATE. NCFC is required to reveal the shareholding via the register, not the price. Once the 12 month threshold is met there is no compulsion on the club, Foulger or MA to reveal the price to anyone. This includes the Takeover Panel. This is within both the spirit and the letter of the law. The result is my friend, that you wouldn't know whether you were offered less than Foulger got in the event of any takeover. 😀😀