Mark Attanasio

[GMF 756]

41 minutes ago, Soldier on said:

My point is you seem certain that MA wants it.

The main reason he presumably wants it is because that’s the only way at this point he increases his shareholding by buying the allotted shares. Delia and Michael hold all the cards as ever .

Apologies for labouring the point, but MA CAN increase his shareholding, simply by making an offer to existing shareholders.

There’s circa 160,000 in the hands of minorities, and the reality is not all of them would accept, so that in itself probably wouldn’t guarantee parity, if, indeed, that’s the objective.

The 30% threshold can, however, be achieved by the combination of the acquisition of existing shares, plus the allotment of new shares and it’s only when the 30% threshold is reached that there’s the standard requirement for a mandatory offer to minorities. But, there’s absolutely nothing stopping him from making an offer now.

Edited July 30, 2023 by GMF
Typo

[GMF 756]

8 minutes ago, TIL 1010 said:

Sorry to interrupt guys but essex has not been seen on this thtead for two days now so i do so hope nothing serious like him being banned or lost his log in details has happened. Now wouldn't that be unfortunate ?

I’m sure that he’ll be touched by your concern for his well being… 

[Soldier on 162]

21 minutes ago, GMF said:

Apologies for labouring the point, but MA CAN increase his shareholding, simply by making an offer to existing shareholders.

There’s circa 160,000 in the hands of minorities, and the reality is not all of them would accept, so that in itself probably wouldn’t guarantee parity, if, indeed, that’s the objective.

The 30% threshold can, however, be achieved by the combination of the acquisition of existing shares, plus the allotment of new shares and it’s only when the 30% threshold is reached that there’s the standard requirement for a mandatory offer to minorities. But, there’s absolutely nothing stopping him from making an offer now.

But once again if Purple’s theory is right he is unable to do that as purchasing the 194,512 shares will give him a 40/40 split holding with Delia and Michael. The waiver is so that isn’t complicated by him stepping over 40%. 

[PurpleCanary 5,580]

1 hour ago, Soldier on said:

My point is you seem certain that MA wants it.

The main reason he presumably wants it is because that’s the only way at this point he increases his shareholding by buying the allotted shares. Delia and Michael hold all the cards as ever .

I am certain the plan at the outset, and almost certainly still the plan, is for Attanasio to buy these new shares and in so doing deliberately get to - and stay at for now - exact or near exact equality with S&J.

The logical effect of that is that Attanasio has to ask for a waiver, since otherwise almost certainly some shareholders will want to sell to him, and that desired equality will vanish. And it has to be Attanasio who asks since he is the person who otherwise has to make the offer.

In that sense he "wants" it. I don't know for a fact who behind the scenes wants the waiver in a more general sense. It could be it has been forced on Attanasio as a brake by S&J because they really have no intention of letting go.

But I doubt it. If so why invite Attanasio in, make him a director, sell him £10m worth of shares, agree a deal that allows him 10 per cent more shares later on, and go to the trouble of creating nearly 200,000 other shares for him to buy?  All moves that looks like the start of a plan by Attanasio for an eventual takeover.

Despite the tired old cliché about S&J never giving up all the signs are that this whole deal is a collaborative effort between them and Attanasio. As to this claim of yours:

 "I am quite sure MA would be happy to spend the 5-10 million necessary to deal with minority shareholders."

...you will forgive if later this year I have cause to gently remind you of it.😍

Edited July 30, 2023 by PurpleCanary

[Soldier on 162]

7 minutes ago, PurpleCanary said:

I am certain the plan at the outset, and almost certainly still the plan, is for Attanasio to buy these new shares and in so doing deliberately get to - and stay at for now - exact or near exact equality with S&J.

The logical effect of that is that Attanasio has to ask for a waiver, since otherwise almost certainly some shareholders will want to sell to him, and that desired equality will vanish. And it has to be Attanasio who asks since he is the person who otherwise has to make the offer.

In that sense he "wants" it. I don't know for a fact who behind the scenes wants the waiver in a more general sense. It could be it has been forced on Attanasio as a brake by S&J because they really have no intention of letting go.

But I doubt it. If so why invite Attanasio in, make him a director, sell him £10m worth of shares, agree a deal that allows him 10 per cent more shares later on, and go to the trouble of creating nearly 200,000 other shares for him to buy?  All moves that looks like the start of a plan by Attanasio for an eventual takeover.

Despite the tired old cliché about S&J never giving up all the signs are that this whole deal is a collaborative effort between them and Attanasio. As to this claim of yours:

 "I am quite sure MA would be happy to spend the 5-10 million necessary to deal with minority shareholders."

...you will forgive if later this year I have cause to gently remind you of it.😍

But you’ve said it your self Purple. This way Delia and Michael are in charge of the timescale of any full takeover so in that sense they are calling all the shots. I don’t doubt Attanassio is on board with this plan.

however I am also pretty sure he would buy more shares including minority shares if he were able to do so in an ideal world. In essence this half way house has to do for now for him.

[essex canary 505]

4 hours ago, NewNestCarrow said:

I'm going to ask a question, and apols if a) it has already been asked & answered and b) it is stupid:

Do the Takeover Rules say anything about a 'minority' shareholder refusing to sell shares at the "previously-purchased price" but then, later on, selling to the same person (let's call him 'Mark') at a lower price?

Might this be a previously-unforseen hurdle?

Perhaps 5.1(b) below covers that situation and appears to indicate 'no'?

[wcorkcanary 4,337]

6 minutes ago, essex canary said:

Perhaps 5.1(b) below covers that situation and appears to indicate 'no'?

Oh , good.  

[SwearyCanary 1,179]

2 hours ago, TIL 1010 said:

Sorry to interrupt guys but essex has not been seen on this thtead for two days now so i do so hope nothing serious like him being banned or lost his log in details has happened. Now wouldn't that be unfortunate ?

You can’t whinge about him making his point and then intentionally bait him to come on and do it so you can moan again. 

[TIL 1010 4,789]

22 minutes ago, SwearyCanary said:

You can’t whinge about him making his point and then intentionally bait him to come on and do it so you can moan again. 

Lighten up Sweary for goodness sake.

[SwearyCanary 1,179]

Just now, TIL 1010 said:

Lighten up Sweary for goodness sake.

Sorry, been on the sauce 

[essex canary 505]

27 minutes ago, SwearyCanary said:

You can’t whinge about him making his point and then intentionally bait him to come on and do it so you can moan again. 

He can. Anything to increase his posting statistics.

[GMF 756]

2 hours ago, Soldier on said:

But you’ve said it your self Purple. This way Delia and Michael are in charge of the timescale of any full takeover so in that sense they are calling all the shots. I don’t doubt Attanassio is on board with this plan.

however I am also pretty sure he would buy more shares including minority shares if he were able to do so in an ideal world. In essence this half way house has to do for now for him.

Two indisputable facts.

First, by being the majority shareholders D&M are always going to remain as majority shareholders, even if every single minority shareholder, if given the opportunity, decides to sell their shares to MA. So, yes, by implication, they have an element of control.

Also, by implication, the only way to achieve parity, assuming that is the intended objective now, would be to issue more shares and / or D&M to sell him some of their shareholding. Either way, this can only happen by the agreement of D&M, otherwise the whole process would never happen.

The complication is, by crossing the 30% threshold, MA has to either, make an offer to minorities, or seek the waiver, as suggested by @PurpleCanary.

[PurpleCanary 5,580]

11 hours ago, SwearyCanary said:

Sorry, been on the sauce 

Possibly you were, but it didn't prevent you from making an unanswerably valid point. No need to apologise for that.

Edited July 31, 2023 by PurpleCanary

[Midlands Yellow 4,071]

9 hours ago, SwearyCanary said:

Sorry, been on the sauce 

It happens to us all now and then. 

[essex canary 505]

10 hours ago, GMF said:

Two indisputable facts.

First, by being the majority shareholders D&M are always going to remain as majority shareholders, even if every single minority shareholder, if given the opportunity, decides to sell their shares to MA. So, yes, by implication, they have an element of control.

Also, by implication, the only way to achieve parity, assuming that is the intended objective now, would be to issue more shares and / or D&M to sell him some of their shareholding. Either way, this can only happen by the agreement of D&M, otherwise the whole process would never happen.

The complication is, by crossing the 30% threshold, MA has to either, make an offer to minorities, or seek the waiver, as suggested by @PurpleCanary.

Once indisputable fact number 2 has been actioned indisputable fact number 1 no longer applies hence the complication which may be viewed more as such by D&M rather than necessarily MA.

[PurpleCanary 5,580]

13 hours ago, Soldier on said:

But you’ve said it your self Purple. This way Delia and Michael are in charge of the timescale of any full takeover so in that sense they are calling all the shots. I don’t doubt Attanassio is on board with this plan.

however I am also pretty sure he would buy more shares including minority shares if he were able to do so in an ideal world. In essence this half way house has to do for now for him.

Only until Attanasio buys the new shares. Then S&J lose their majority voting control.

[BigFish 1,988]

44 minutes ago, PurpleCanary said:

Only until Attanasio buys the new shares. Then S&J lose their majority voting control.

That will lead to an interesting culture shift amongst the fanbase and posters on this board. No more will the more thinking challenged Delia out headbangers be able to blame every woe and misfortune on the Stowmarket 2, the cook, the Suffolk Socialists (insert your own derogatory nomenclature here). Although like the hardcore Brexiteers (with whom I suspect there is a significant overlap) if it doesn't work, it will be because it hasn't been done properly.

[TIL 1010 4,789]

12 hours ago, essex canary said:

He can. Anything to increase his posting statistics.

Of course as it is my life dream to have the most posts on a football forum.

[essex canary 505]

40 minutes ago, BigFish said:

That will lead to an interesting culture shift amongst the fanbase and posters on this board. No more will the more thinking challenged Delia out headbangers be able to blame every woe and misfortune on the Stowmarket 2, the cook, the Suffolk Socialists (insert your own derogatory nomenclature here). Although like the hardcore Brexiteers (with whom I suspect there is a significant overlap) if it doesn't work, it will be because it hasn't been done properly.

Then again perhaps the reason for not voting for it, a bit like Brexit, is that it wasn't capable of being done properly?

Could there be parallels between the Northern Ireland Protocol and C Preference Shares? 

The latter, after all, could give additional voting rights in certain circumstances. How would the Takeover Panel view that?

Delighted to point out I didn't vote for either. 

Besides the champion Suffolk Socialist is George Orwell.

Edited July 31, 2023 by essex canary

[BigFish 1,988]

40 minutes ago, essex canary said:

Then again perhaps the reason for not voting for it, a bit like Brexit, is that it wasn't capable of being done properly?

Could there be parallels between the Northern Ireland Protocol and C Preference Shares? 

The latter, after all, could give additional voting rights in certain circumstances. How would the Takeover Panel view that?

Delighted to point out I didn't vote for either. 

Besides the champion Suffolk Socialist is George Orwell.

Say it comes to a poll, and maybe the offer price on the share issue was £60 would you vote for the waiver @Essex Canary

[essex canary 505]

7 minutes ago, BigFish said:

Say it comes to a poll, and maybe the offer price on the share issue was £60 would you vote for the waiver @Essex Canary

I could conceivably reach the verdict of 'fair enough'. I would remain disappointed that having raised funds in 2002 based on being starved of TV monies the Club has then spent wildly in recent times on wages when hugely benefitting from TV money with a disregard for other considerations. Nonetheless at the end of the day agreement can only be reached by compromise. At £60 per share they would have provided an exit option at Purchasing Power rate as measured by their own season tickets.

[Canary Pie 25]

from an ignorant outsider perspective this seems to have been handled poorly. If DS and MWJ did not want MA to exceed their holding they could have issued the new shares in the club after MA has mopped up the minorities who wish to sell at an offer price. Without any need for a waiver or secrecy MA could have written to all the minority holders with a time limited offer at £X per share with the letter also signed by DS and MWJ saying that new shares will be issued by the club at the same price up to the same total held by DS and MWJ.

 

 

[BigFish 1,988]

36 minutes ago, Canary Pie said:

from an ignorant outsider perspective this seems to have been handled poorly. If DS and MWJ did not want MA to exceed their holding they could have issued the new shares in the club after MA has mopped up the minorities who wish to sell at an offer price. Without any need for a waiver or secrecy MA could have written to all the minority holders with a time limited offer at £X per share with the letter also signed by DS and MWJ saying that new shares will be issued by the club at the same price up to the same total held by DS and MWJ.

This approach would inject less cash into the club, which the majority would agree is a less satisfactory outcome. However, the advantage is it is clearer, quicker and less problematical.

[PurpleCanary 5,580]

41 minutes ago, Canary Pie said:

from an ignorant outsider perspective this seems to have been handled poorly. If DS and MWJ did not want MA to exceed their holding they could have issued the new shares in the club after MA has mopped up the minorities who wish to sell at an offer price. Without any need for a waiver or secrecy MA could have written to all the minority holders with a time limited offer at £X per share with the letter also signed by DS and MWJ saying that new shares will be issued by the club at the same price up to the same total held by DS and MWJ.

 

 

I am not sure that would be feasible, leaving aside BF's point that it would put less money into the club. Since even if you exclude S&J the minority holdings amount to more than 30 per cent of the total, and I suspect under the Takeover Code that would be regarded as a takeover offer. And if Attanasio that way got to 30 per cent then he certainly would have to offer to buy out everyone else, including S&J.

At which point (bearing in mind Attanasio may well be - I think he is - on board with the equality of holdings plan) there then would have to be an application for a waiver anyway.

[wcorkcanary 4,337]

16 hours ago, SwearyCanary said:

You can’t whinge about him making his point and then intentionally bait him to come on and do it so you can moan again. 

Why not? What rule number is That?  Baiting Ethics is sport for us retired/ semi retired types.  If he didn't whine as much then he wouldn't get as much flak. Have you no idea what its like to become invisible in society? OAPS  can be as loud and as proud as any Rainbow group.  😇

[Soldier on 162]

8 minutes ago, PurpleCanary said:

I am not sure that would be feasible, leaving aside BF's point that it would put less money into the club. Since even if you exclude S&J the minority holdings amount to more than 30 per cent of the total, and I suspect under the Takeover Code that would be regarded as a takeover offer. And if Attanasio that way got to 30 per cent then he certainly would have to offer to buy out everyone else, including S&J.

At which point (bearing in mind Attanasio may well be - I think he is - on board with the equality of holdings plan) there then would have to be an application for a waiver anyway.

I suspect that without him being on board with the equality of holdings plan no new shares would be being created ?!

[BigFish 1,988]

43 minutes ago, PurpleCanary said:

I am not sure that would be feasible, leaving aside BF's point that it would put less money into the club. Since even if you exclude S&J the minority holdings amount to more than 30 per cent of the total, and I suspect under the Takeover Code that would be regarded as a takeover offer. And if Attanasio that way got to 30 per cent then he certainly would have to offer to buy out everyone else, including S&J.

At which point (bearing in mind Attanasio may well be - I think he is - on board with the equality of holdings plan) there then would have to be an application for a waiver anyway.

I think the key point here is MA would have effectively made the offer to all shareholders, @PurpleCanary, thereby negating the requirement for a waiver. Still puts less money into the club though.

Edited July 31, 2023 by BigFish

[PurpleCanary 5,580]

36 minutes ago, BigFish said:

I think the key point here is MA would have effectively made the offer to all shareholders, @PurpleCanary, thereby negating the requirement for a waiver. Still puts less money into the club though.

I understand, but the plan was put forward as a way of getting to 40 per cent and stopping there, without a waiver, and I don't think it could be guaranteed that a waiver wouldn't be necessary. But academic anyway.

[essex canary 505]

22 hours ago, PurpleCanary said:

I am not sure that would be feasible, leaving aside BF's point that it would put less money into the club. Since even if you exclude S&J the minority holdings amount to more than 30 per cent of the total, and I suspect under the Takeover Code that would be regarded as a takeover offer. And if Attanasio that way got to 30 per cent then he certainly would have to offer to buy out everyone else, including S&J.

At which point (bearing in mind Attanasio may well be - I think he is - on board with the equality of holdings plan) there then would have to be an application for a waiver anyway.

When we started out the minorities including Foulger amounted to 47%. Why couldn't MA simply have offered to buy them all out? What subsequently happens with S&J and new money could surely have simply followed on? 

[essex canary 505]

Page 5 of the Articles of Association appears to give MA 10 million votes in any poll concerning C Preference Shares. Can anyone see a potential problem?