Mark Attanasio

[essex canary 508]

16 hours ago, GMF said:

Speculation is guesswork without any substance, being accused of knowing the real plan is akin to insider trading…  #Something’sABrewing 

Let's just think of the letter that could have been issued over 6 months ago:

'Dear Loyal Supporter and Shareholder,

As you are doubtless aware our Board Director and prominent shareholder of many years Michael Foulger has announced his intention to resign from the Board of Directors on 30 June 2023 and has completed his transfer of shares to our new investor Mark Attanasio. Mr. Attanasio has also announced his intention to invest further in the Club of which the issuance of the C Preference Shares last September was the first component part.

In the interim we have had further discussions with Mr. Attanasio in which we would like to propose an outline plan to include the issuance of 194,512 new shares in the Football Club. The purpose behind the Plan would be to level up the shareholdings of Mr. Attanasio with those of the current Majority Shareholders such that each party holds 40% of the ordinary share capital in issue with the remaining 20% continuing to be held by yourselves. As, unlike most of our compatriots, Norwich City Football Club is a Public Limited Company such a proposal is subject to the provisions of the Takeover Code for such companies and as such we are tentatively proposing to make application to the Takeover Panel for approval of this Plan. Prior to doing so we are nevertheless, in accordance with our commitment to openness and transparency, asking for your feedback to the proposal with regard to any issues you would like the Board of the Football Club to take into account before progressing further.

The Plan will enable Mr. Attanasio to bring the benefit of his superb insights and experience into the Club whilst benefitting from the considerable localised and applied skills and experience of our current Majority Shareholders Delia Smith and Michael Wynne Jones. We will also be paying tribute to Michael Foulger's contribution at the end of the current season when we continue to hope we have further cause for celebration. 

A pro-forma is enclosed to enable you to make any observations you may have and we look forward to your responses prior to taking the next steps.

Kind Regards 

Executive Director'

Such a letter, with appropriate modifications as necessary, could surely have been issued. I would have been polite in responding - at least for the first 2 sentences. Why did it never arrive?

 

          

 

    

[GMF 757]

@essex canary the moment shareholders approved the resolution enabling the Board to allot the 194,512 ordinary shares, bearing in mind that the intended purchaser would be MA, was the very moment that the matter had to be referred immediately to the Takeover panel, simply because the allotment of the shares would result in a shareholder exceeding the 30% threshold.

That action has hard coded implications, requiring the panel to review any proposal put forward based upon its facts, but also having regards to the overriding objective of all minority shareholders being treated equally.

Therefore, your notion that such a letter could have been sent prior to making a submission is, I’m afraid, a complete non-starter, and that’s before any consideration is given to whether such a letter would have legal consequences.

Edited August 24, 2023 by GMF
Edit

[PurpleCanary 5,587]

This part of the Takeover Code gives a pretty good sense of one important section of the letter that will eventually be sent to shareholders:

In each case, specific grant of a Rule 9 waiver is required. Such grant will be subject to:

(a) there having been no disqualifying transactions (as set out in Section 3 below);

(b) prior consultation with the Panel by the parties concerned or their advisers;

(c) approval in advance by the Panel of the circular [to shareholders] setting out the details of the proposals;

(d) approval of the proposals by an independent vote, on a poll, at a meeting of the holders of any relevant class of securities, whether or not any such meeting needs to be convened to approve the issue of the securities in question;

(e) disenfranchisement of the potential controller and persons acting in concert with it and of any other non-independent party at any such meeting.

The circular must contain the following information and statements and comply appropriately with the Rules of the Code as set out below:

(a) competent independent advice to the board of the offeree company regarding the transaction, the controlling position which it will create and the effect which this will have on shareholders generally;

(b) full details of the number and percentage of shares in which the potential controller and persons acting in concert with it might become interested (together with details of the different interests concerned).

 

In broad-terms non-legalese, the Takeover Panel has to approve the information given to the minority shareholders (and it will only be them) before they vote on whether or not to grant Attanasio a waiver, so he doesn't have to offer to buy everyone else's shares.

And that information has to spell out the independent advice on the deal given to the club, with the implications of the deal for minority shareholders, and the changed overall ownership/shareholding position that potentially will be created.

[essex canary 508]

1 hour ago, GMF said:

@essex canary the moment shareholders approved the resolution enabling the Board to allot the 194,512 ordinary shares, bearing in mind that the intended purchaser would be MA, was the very moment that the matter had to be referred immediately to the Takeover panel, simply because the allotment of the shares would result in a shareholder exceeding the 30% threshold.

That action has hard coded implications, requiring the panel to review any proposal put forward based upon its facts, but also having regards to the overriding objective of all minority shareholders being treated equally.

Therefore, your notion that such a letter could have been sent prior to making a submission is, I’m afraid, a complete non-starter, and that’s before any consideration is given to whether such a letter would have legal consequences.

 

1 hour ago, GMF said:

@essex canary the moment shareholders approved the resolution enabling the Board to allot the 194,512 ordinary shares, bearing in mind that the intended purchaser would be MA, was the very moment that the matter had to be referred immediately to the Takeover panel, simply because the allotment of the shares would result in a shareholder exceeding the 30% threshold.

That action has hard coded implications, requiring the panel to review any proposal put forward based upon its facts, but also having regards to the overriding objective of all minority shareholders being treated equally.

Therefore, your notion that such a letter could have been sent prior to making a submission is, I’m afraid, a complete non-starter, and that’s before any consideration is given to whether such a letter would have legal consequences.

My suggestion was that such a letter could have been sent out PRIOR to the formal allotment of the 194,512 shares. Such a letter to such shareholders would surely have treated them equally. The Canaries Trust would have got one letter the same as each individual AD the same as a holder of 4 shares. Maybe there would be some legal considerations but there surely isn't any law preventing reasonable communication?

All minority shareholders aren't treated equally anyway as I have continuously pointed out in the context of AD's.

 

[TIL 1010 4,801]

[Canario 208]

This thread is going to pass that of Fabio Q. Isn't it? 

47 pases and no end in sight 

[CANARYKING 644]

Yet another week gone and …………….sweet fa

[GMF 757]

56 minutes ago, essex canary said:

 

My suggestion was that such a letter could have been sent out PRIOR to the formal allotment of the 194,512 shares. Such a letter to such shareholders would surely have treated them equally. The Canaries Trust would have got one letter the same as each individual AD the same as a holder of 4 shares. Maybe there would be some legal considerations but there surely isn't any law preventing reasonable communication?

All minority shareholders aren't treated equally anyway as I have continuously pointed out in the context of AD's.

 

I understood your point but you clearly don’t understand why I don’t believe that to be possible.

[GMF 757]

9 minutes ago, CANARYKING said:

Yet another week gone and …………….sweet fa

Before we know it, it will soon be September! 

[shefcanary 2,473]

4 minutes ago, GMF said:

Before we know it, it will soon be September! 

Definitely 12 months or more since Attanasio made any share acquisitions then?

[TIL 1010 4,801]

4 minutes ago, shefcanary said:

Definitely 12 months or more since Attanasio made any share acquisitions then?

That is a guess so the post must be worth up to two more pages of if, buts and maybe.

[essex canary 508]

26 minutes ago, GMF said:

I understood your point but you clearly don’t understand why I don’t believe that to be possible.

Indeed. How is it not possible to consult on a hypothesis? Never mind, we are where we are.

Existentially Person A with the same number of shares as Person B are (in some instances) not on a level playing field in terms of benefits. An extraneous factor that could influence the outcome of the vote if say Person B bears a grudge or maybe even Person A does. Not a good base for a vote is it?

The other issue here is that with 6,860 shareholders even a super efficient organisation would struggle to ensure that the papers are forwarded to the correct addresses. In NCFC's case I would suggest that even when the same person in on both the one-log in database and the shareholder database, there is no guarantee that the records will show the same address. Perhaps if they are to continue with minority shareholding they can at least merge into one database? Come to that it may be better to do those checks before sending out the voting papers.

  

[wcorkcanary 4,348]

38 minutes ago, GMF said:

I understood your point but you clearly don’t want to understand why I don’t believe that to be possible.

Sorted.  

[GMF 757]

56 minutes ago, shefcanary said:

Definitely 12 months or more since Attanasio made any share acquisitions then?

The relevant date is the date of completion, rather than agreement and, although the club stated after the September meeting that MA had acquired various interests, they didn’t show up on the October confirmation statement. Not that I believe it would be of relevance in any event.

[GMF 757]

27 minutes ago, wcorkcanary said:

Sorted.  

Mischievous (winks)

[GMF 757]

55 minutes ago, TIL 1010 said:

That is a guess so the post must be worth up to two more pages of if, buts and maybe.

Come on, Tilly, what else is there to do for entertainment (winks)

[GMF 757]

@essex canary the Takeover panel isn’t remotely interested in shareholders with benefits, or not, in your instance. Their primary concern is whether minority shareholders are being treated equally in relation to the proposal before them, and, if not, that they get the opportunity to vote upon the proposal. That’s exactly what’s going to happen in due course.

[wcorkcanary 4,348]

1 hour ago, GMF said:

@essex canary the Takeover panel isn’t remotely interested in shareholders with benefits, or not, in your instance. Their primary concern is whether minority shareholders are being treated equally in relation to the proposal before them, and, if not, that they get the opportunity to vote upon the proposal. That’s exactly what’s going to happen in due course.

But, but , but ....Zoe Ward !!!

[Faded Jaded Semi Plastic SOB 1,042]

2 hours ago, essex canary said:

Indeed. How is it not possible to consult on a hypothesis? Never mind, we are where we are.

Existentially Person A with the same number of shares as Person B are (in some instances) not on a level playing field in terms of benefits. An extraneous factor that could influence the outcome of the vote if say Person B bears a grudge or maybe even Person A does. Not a good base for a vote is it?

The other issue here is that with 6,860 shareholders even a super efficient organisation would struggle to ensure that the papers are forwarded to the correct addresses. In NCFC's case I would suggest that even when the same person in on both the one-log in database and the shareholder database, there is no guarantee that the records will show the same address. Perhaps if they are to continue with minority shareholding they can at least merge into one database? Come to that it may be better to do those checks before sending out the voting papers.

  

It is beyond all doubt that you bear a grudge against NCFC but are you Person A or Person B?............

[chicken 2,656]

2 hours ago, wcorkcanary said:

But, but , but ....Zoe Ward !!!

He mentioned being out of depth on another thread... how many more pages will it be before he realises that he doesn't know better than the actually qualified and learned posters on this thread are regularly proving him to be out of his? By a long way, and he's been caught without his armbands... 

[GMF 757]

13 hours ago, wcorkcanary said:

But, but , but ....Zoe Ward !!!

You know it’s actually Mrs Zoe Webber, Executive Director! 

Edited August 25, 2023 by GMF
Edit

[wcorkcanary 4,348]

3 hours ago, GMF said:

You know it’s actually Mrs Zoe Webber, Executive Director! 

I do , but Ethics has enough trouble  accepting that his dominatrix crush is married, unavailable  and uninterested in him. I think she uses her maiden ( bit sexist?)  name at work and  she's Mrs Webber at home.  Poor Ethics, he must squirm when he thinks of Stueyboy climbing aboard  the lovely  Madame Z.

So ZW is an  E.D. whereas Ethics suffers from E.D,..... Oi !! Ethics!! You n Madame Z have something in common. 

Edited August 25, 2023 by wcorkcanary

[Soldier on 168]

Almost September so hopefully we will all know precisely what is happening soon!!

[PurpleCanary 5,587]

2 hours ago, Soldier on said:

Almost September so hopefully we will all know precisely what is happening soon!!

Be very careful what you wish for...😍

[CANARYKING 644]

3 hours ago, Soldier on said:

Almost September so hopefully we will all know precisely what is happening soon!!

Wonder if we’ll still be in the dark next September 

[Soldier on 168]

44 minutes ago, PurpleCanary said:

Be very careful what you wish for...😍

Not really a wish just good to have some transparency 

[GMF 757]

45 minutes ago, PurpleCanary said:

Be very careful what you wish for...😍

Wake me up when September ends 

[PurpleCanary 5,587]

27 minutes ago, GMF said:

Wake me up when September ends 

I think the collective thud of shareholder jaws dropping will serve as an alarm call...🤩

[Soldier on 168]

2 minutes ago, PurpleCanary said:

I think the collective thud of shareholder jaws dropping will serve as an alarm call...🤩

Doubt it’s gonna be that shocking ?!!!!

[Besthorpe-48 103]

This is the 1409 post on this topic since Parma started it. 1394 is roughly the square root of 194512. 

So you have passed a milestone. I can't help thinking all these words are "full of sound and fury signifying nothing." Why don't you all just wait and see what happens. One day it will. Meanwhile enjoy  the football that should be why we are here.