Mark Attanasio

[GMF 757]

8 minutes ago, Soldier on said:

Has Purple got a contact in the know ?

Yes, me (joke!) 

[Soldier on 168]

I’m just confused why he has now answered his own set of questions ?

 

oh well soon I’m sure.

[Indy 3,323]

31 minutes ago, Soldier on said:

I’m just confused why he has now answered his own set of questions ?

 

oh well soon I’m sure.

Purple is MA!

[Nuff Said 5,179]

9 minutes ago, Indy said:

Purple is MA!

Suddenly it all makes sense!

[Soldier on 168]

3 minutes ago, Nuff Said said:

Suddenly it all makes sense!

Ha ha welcome Mark / Purple

[essex canary 508]

4 hours ago, Canary Pie said:

I may have the wrong end of the stick but reading between the lines I suspect that MA wants to put in enough investment to stabalise the current financial situation the club has found itself in after a few years of poor financial management. Lets say thatis about £20m or over £100 per share. He would definitely want the waiver then so he does not have to pay out to those who paid £20 per share ( some of who also got free season tickets for life to boot - yet still find the energy to complain).

I expect that money would also come with a new Chairman, CEO and FD. I also expect that Zoe Webber will depart.

If it pans out that way it will be a very good thing for the club. 

Possibly he wants the waiver on the grounds that he can earn 7% on his £10 million rather than use it to settle with minority shareholders? (and he could displace my relatively advantageous position re season ticket at the same time rather than leave an inequitable arrangement in place).

Hope you are right re Zoe Webber and you are definitely right about poor financial management.

Edited August 10, 2023 by essex canary

[essex canary 508]

5 hours ago, PurpleCanary said:

The answers are:

One. Yes.

Two. Publicly unknown.

Three. Yes.

Four. Yes.

Five. Yes.

Six. The latter.

Seven. The latter.

Eight. The latter.

If so. clearly the conditions arising from Eight will be interesting.

Seven is also interesting as even if that is the default arrangement, I thought we had already established that according to the AoA's any 2 shareholders can call for a poll based on shares held which if observed must be extremely likely in these circumstances?

[Indy 3,323]

17 minutes ago, essex canary said:

Possibly he wants the waiver on the grounds that he can earn 7% on his £10 million rather than use it to settle with minority shareholders? (and he could displace my relatively advantageous position re season ticket at the same time rather than leave an inequitable arrangement in place).

Hope you are right re Zoe Webber and you are definitely right about poor financial management.

Nah, he won’t earn 7% unless the current majority shareholders decide to play long term and keep their hold over him. Long term if he will take over for a far lower value he’ll turn those shares into Cat A.

Basically Essex unless you can find someone to buy your shares at the value you’re happy with you won’t be selling to MA for £100 per share! It might be closer to £20 in a few years time!

[Parma Ham's gone mouldy 2,243]

Accountants often get obsessed with the delivery method and forget to think about what’s in the package….

The waiver is a case in point.

Why would Mark Attanasio - keen and willing to eventually take over a football club, one that he has said is about far more than U$DOllars and cents, rooted in community, mirroring the kindly family ethos of Milwaukee, Norwich, Delia ….etc, etc - then open his corporate account here by stiffing minority shareholders who are his customers?

Equally why would ‘we’ll never take a penny out’  Custodian Delia - facing the biggest issue of her Norwich life,  not have the protection of fans ( also of course minority shareholders) at the top of her corporate red line wishlist?

Any ‘discounting’ would surely come from the major transactions with large shareholders - particularly if their legacy ranks above or at least alongside their equity gain - likely linked with C-Preference cash generation deals, all formally-informally-ratcheted with if-this-then-that commercial clauses and caveats.

The road to democracy is punctuated by many flagstones and first-and-then hurdles, all of which must be jumped-crossed in order. 

The PR and optics here are sooo important to each side that dramatic corporate tricks - unless very carefully offset or amortized - are highly, highly unlikely. 

Any waiver for example might be for technical-timing-conditional process reasons, it will almost certainly not be to see minority shareholders offered less in the pound than Michael Foulger or Delia. 

Indeed you would be better to assume the opposite to be true. Mechanisms for this are where it’s at.

Parma 

Edited August 10, 2023 by Parma Ham's gone mouldy

[BigFish 1,988]

7 minutes ago, Parma Ham's gone mouldy said:

Why would Mark Attanasio - keen and willing to eventually take over a football club, one that he has said is about far more than U$DOllars and cents, rooted in community, mirroring the kindly family ethos of Milwaukee, Norwich, Delia ….etc, etc - then open his corporate account here by stiffing minority shareholders who are his customers?

Just to upset Essex?

 

[GMF 757]

14 minutes ago, Parma Ham's gone mouldy said:

Any waiver for example might be for technical-timing-conditional process reasons, it will almost certainly not be to see minority shareholders offered less in the pound than Michael Foulger or Delia. 

Indeed you would be better to assume the opposite to be true. Mechanisms for this are where it’s at.

Parma 

I’m not sure if I agree with you @Parma Ham's gone mouldy, simply because, if the waiver were to be approved, shareholders would not receive anything, at least in the short term. Instead, they would be denied the opportunity to sell out now, simply because no offer would be forthcoming at the point the 30% threshold was crossed.

Surely it is better to at least be offered the opportunity (even if you decide not to sell, for whatever reason) than to be completely denied the opportunity now?

[Indy 3,323]

21 minutes ago, Parma Ham's gone mouldy said:

Accountants often get obsessed with the delivery method and forget to think about what’s in the package….

The waiver is a case in point.

Why would Mark Attanasio - keen and willing to eventually take over a football club, one that he has said is about far more than U$DOllars and cents, rooted in community, mirroring the kindly family ethos of Milwaukee, Norwich, Delia ….etc, etc - then open his corporate account here by stiffing minority shareholders who are his customers?

Equally why would ‘we’ll never take a penny out’  Custodian Delia - facing the biggest issue of her Norwich life,  not have the protection of fans ( also of course minority shareholders) at the top of her corporate red line wishlist?

Any ‘discounting’ would surely come from the major transactions with large shareholders - particularly if their legacy ranks above or at least alongside their equity gain - likely linked with C-Preference cash generation deals, all formally-informally-ratcheted with if-this-then-that commercial clauses and caveats.

The road to democracy is punctuated by many flagstones and first-and-then hurdles, all of which must be jumped-crossed in order. 

The PR and optics here are sooo important to each side that dramatic corporate tricks - unless very carefully offset or amortized - are highly, highly unlikely. 

Any waiver for example might be for technical-timing-conditional process reasons, it will almost certainly not be to see minority shareholders offered less in the pound than Michael Foulger or Delia. 

Indeed you would be better to assume the opposite to be true. Mechanisms for this are where it’s at.

Parma 

Nicely put Parma, but which real fans really want to profit from our shares? Surely we’d all be very happy to just get our money back, see the club benefit!

It’s all a massive legal web and one which has potential to be troublesome to some!

Does anyone actually know what was paid for Foulgers shares? Or is it all suppositions?

Time will see where we end up, but isn’t it exciting!😉

[Indy 3,323]

5 minutes ago, GMF said:

I’m not sure if I agree with you @Parma Ham's gone mouldy, simply because, if the waiver were to be approved, shareholders would not receive anything, at least in the short term. Instead, they would be denied the opportunity to sell out now, simply because no offer would be forthcoming at the point the 30% threshold was crossed.

Surely it is better to at least be offered the opportunity (even if you decide not to sell, for whatever reason) than to be completely denied the opportunity now?

Hi GMF why would you be stopped to sell your shares if a waiver was agreed? Surely you can still sell your shares to another party if you wanted? Or is there a caveat to only sell back to club?

[essex canary 508]

5 minutes ago, Indy said:

Nicely put Parma, but which real fans really want to profit from our shares? Surely we’d all be very happy to just get our money back, see the club benefit!

It’s all a massive legal web and one which has potential to be troublesome to some!

Does anyone actually know what was paid for Foulgers shares? Or is it all suppositions?

Time will see where we end up, but isn’t it exciting!😉

What definition of 'profit' is to be applied given the economic principles of inflation, interest rates, asset appreciation etc?

[nutty nigel 7,647]

There's nothing to stop anyone selling their own grandmother and I think some would. Mines been dead over 40 years but I wouldn't sell my memories. 

Does everything have a price?

What is 57 seasons of support worth? Or is it priceless...

[norfolkngood 1,092]

2 minutes ago, nutty nigel said:

 

What is 57 seasons of support worth? Or is it priceless...

57 seasons of memories Priceless to you ,

how many home games you missed in 57 years nutty ?

[essex canary 508]

6 minutes ago, Indy said:

Hi GMF why would you be stopped to sell your shares if a waiver was agreed? Surely you can still sell your shares to another party if you wanted? Or is there a caveat to only sell back to club?

Because whatever limited trading market the Canaries Trust provides cannot be considered a substitute for the Club resolving the issue as if a significant proportion wished to exit there would be insufficient buyers.

The value of the Club endlessly paying a legal firm to update a share register for around 250 swaps a year largely based on people who invested £100 twenty years ago passing on to their relations who may or may not be interested in NCFC must be open to question. For those who have 250 times as much and are then benefitting the Club in terms of administration it is then pay NCFC a fee for the share transfer and loose the benefit you had previously and clearly more difficulty in selling given the volume involved. End it is the best solution and end it fairly.

[nutty nigel 7,647]

4 minutes ago, norfolkngood said:

57 seasons of memories Priceless to you ,

how many home games you missed in 57 years nutty ?

Loads because life comes first. I left school at 15 and my first job was working Saturdays! And there were other periods when work meant I couldn't go. But I never missed a game that I could get to.

Football and family is life. And it's great when they overlap. Saturday I was with my grandson.

Edited August 10, 2023 by nutty nigel
💛⚽💚

[norfolkngood 1,092]

4 minutes ago, nutty nigel said:

Loads because life comes first. I left school at 15 and my first job was working Saturdays! And there were other periods when work meant I couldn't go. But I never missed a game that I could get to.

Football and family is life. And it's great when they overlap. Saturday I was with my grandson.

Yes life and work get in the way but still good going !! 

i think it is every grandads dream to take a grandson to a game ,

Well Done Nutty !! 

[BigFish 1,988]

23 minutes ago, GMF said:

I’m not sure if I agree with you @Parma Ham's gone mouldy, simply because, if the waiver were to be approved, shareholders would not receive anything, at least in the short term. Instead, they would be denied the opportunity to sell out now, simply because no offer would be forthcoming at the point the 30% threshold was crossed.

Surely it is better to at least be offered the opportunity (even if you decide not to sell, for whatever reason) than to be completely denied the opportunity now?

 

16 minutes ago, Indy said:

Hi GMF why would you be stopped to sell your shares if a waiver was agreed? Surely you can still sell your shares to another party if you wanted? Or is there a caveat to only sell back to club?

I think the point here is that without the waiver, this provides an easy exit for minority shareholders for shares that are not publicly traded. Indeed many shareholders would turn down the offer or at least not respond. For the alternative to work you need to find a willing buyer, agree a price etc.

What MA, S & J are clearly trying to avoid is MA inadvertently gaining majority control, trapping S&J into a minority holding .

 

[GMF 757]

24 minutes ago, Indy said:

Hi GMF why would you be stopped to sell your shares if a waiver was agreed? Surely you can still sell your shares to another party if you wanted? Or is there a caveat to only sell back to club?

You’re conflating two separate points @Indy. You’re absolutely right that anyone can sell their shares, at any price, at any time.

But the issue here is the specific legal requirement on someone who has, or is about to acquire a 30% holding, to make an offer to all other minorities to acquire their shares. The waiver, if granted, removes that requirement, something that I’m personally uncomfortable about.

[Indy 3,323]

23 minutes ago, essex canary said:

What definition of 'profit' is to be applied given the economic principles of inflation, interest rates, asset appreciation etc?

None for me as sold mine ages ago to a friend who shared it between his two sons! I make zero profit as I never bought to make a profit!

[Indy 3,323]

1 minute ago, GMF said:

You’re conflating two separate points @Indy. You’re absolutely right that anyone can sell their shares, at any price, at any time.

But the issue here is the specific legal requirement on someone who has, or is about to acquire a 30% holding, to make an offer to all other minorities to acquire their shares. The waiver, if granted, removes that requirement, something that I’m personally uncomfortable about.

Yes I understood that, I just asked if there might be a minutes or clause with the waiver for minority shares to be frozen under that waiver! 

You just confirmed my thoughts so thanks.

[GMF 757]

8 minutes ago, BigFish said:

 

I think the point here is that without the waiver, this provides an easy exit for minority shareholders for shares that are not publicly traded. Indeed many shareholders would turn down the offer or at least not respond. For the alternative to work you need to find a willing buyer, agree a price etc.

What MA, S & J are clearly trying to avoid is MA inadvertently gaining majority control, trapping S&J into a minority holding .

 

This may be true @BigFish, but the relevant point is that the proposal is to offer UP TO 194,512 ordinary shares. They do not have to allot them all, and probably wouldn’t (presuming minorities were given the first option to sell). 
 

Remember, there’s more than one route to achieve parity, if, indeed, that’s the intention.

Edited August 10, 2023 by GMF
Typo

[Indy 3,323]

36 minutes ago, GMF said:

This may be true @BigFish, but the relevant point is that the proposal is to offer UP TO 194,512 ordinary shares. They do not have to allot them all, and probably wouldn’t (presuming minorities were given the first option to sell). 
 

Remember, there’s more than one route to achieve parity, if, indeed, that’s the intention.

Parity with cash injection is the driver here. I think it’s the figure which has most of us questioning the intentions!

The key is that yourself & Purple (Mark A) are bang on the money, there’s definitely a move for level shareholding while injection of cash. Unfortunately the legalities have taken ages.

It’ll be interesting just how much will be paid for this new share allocations against the future takeover value! That might be a whole new thread of hundreds of pages then 😂😂

[Parma Ham's gone mouldy 2,243]

2 hours ago, GMF said:

You’re conflating two separate points @Indy. You’re absolutely right that anyone can sell their shares, at any price, at any time.

But the issue here is the specific legal requirement on someone who has, or is about to acquire a 30% holding, to make an offer to all other minorities to acquire their shares. The waiver, if granted, removes that requirement, something that I’m personally uncomfortable about.

The intention is - and has always been - finding an equitable process to be (extremely) fair to minority shareholders, whilst creating a pathway to an eventual takeover. 

As I stated above, there is - and has always been - agreement that this ‘corporate sweetener’ to 6k shareholders-fans-customers should be a sine non qua. 

I believe both Delia and Michael Foulger were-are happy to discount their own shares, reducing their own equity gain in the process to ensure this forms part of the process. 

Ensuring (as far as possible) some financial and structural investment is embedded - via meaningful  intentions - is I believe another. 

The Cat C basic return instrument with £10m injection and 7% back out return, plus the issue of new shares (likely for theoretical, moving-feast-accepted parity) are obvious examples of such flagstones.

The issue of the waiver is another hurdle to be overcome, though no one need fear that it will somehow be used to penalise-undervalue-disenfranchise minority shareholders (6k odd fans). 

The desire - from both purchaser and seller -  is for minority shareholders-fans to ‘win’ comfortably regardless of mechanism. 

Some hurdles are foreseen and some aren’t. Broad heads of agreement principles may be comfortably shared, though - as time passes - buyers pouring away money and sellers offering charitable bargains becomes less possible as due diligence and professionals narrow the focus. The equity gain - how it is valued-used-leveraged-amortized-offset - in my opening posts remains fundamental, even if quietly ‘cut’ into other surface mechanisms. 

If Delia discounts this in any way - ostensibly because she trusts Attanasio to be a good, equitable custodian - then she has provided a great legacy gift ‘to the club’ (in effect).

Ensuring such a gift - even if elegantly non-visible to fans post deal  - is properly leveraged and enshrined in Attanasio’s post-takeover  actions  and behaviours, is entirely decent and wise (though complicated and conditional). 

Parma 

Edited August 10, 2023 by Parma Ham's gone mouldy

[Soldier on 168]

Wonder if purple (MA) has been told when these letters will drop ?

[GMF 757]

@Parma Ham's gone mouldy for me, personally, I’ve always been comfortable with the principle of MA becoming more involved, via an increased shareholding. Nor has this ever been about the prospect of being offered £x here and now.

However, that doesn’t mean that gives him / the club a free pass to achieve the ultimate objective. There’s a standard procedure for this situation and, on the face of it, it would seem that they are trying to circumvent a route around that.

It’s that element that troubles me. 

 I can only speculate that this is because the need for cash is far greater than the need for parity, if, indeed, that’s the intention, at least in the short term.

[GMF 757]

6 minutes ago, Soldier on said:

Wonder if purple (MA) has been told when these letters will drop ?

Purple is not MA, I can categorically assure you of that. 

[Soldier on 168]

3 minutes ago, GMF said:

Purple is not MA, I can categorically assure you of that. 

I know was in jest. Just a bit befuddled that he out of the blue answered all his own questions with authority but has then disappeared