Mark Attanasio

[essex canary 515]

2 minutes ago, Soldier on said:

 

Is it not the case that this is a moment in time to facilitate the 40/40 parity arrangement and minority shareholders can be remunerated later down the line at full takeover stage.

it’s a shame that club can’t really communicate on this as I am sure everyone’s intentions are good.

That seems a very fair point.

[BigFish 1,988]

3 minutes ago, essex canary said:

I think the Takeover Code rules to which they are subject forbid such transactions when in the current 40% ownership territory.

This is part right, should MA wish to increase from 40% he would need to repeat this process e.g. full offer or waiver. I doubt very much that another waiver would be achievable.

[PurpleCanary 5,599]

19 minutes ago, shefcanary said:

The ultimatum, as spelt out eloquently by @MrBunce. There is only the fear of the guilt that might arise from voting against this which scuppers the short term future of the club preventing people from opposing the waiver!

Although some shares have been sold in the past 6 months for £200 each, now having looked at the numbers more closely I am now viewing the value of the club currently as c.£125m, based on the near £50m that is spelt out in the papers as Attanasio's injection into the club after the deal is completed for his 40% stake. Paddy however mentioned a figure of £70m, but for the life of me I have no idea where the extra £20m has arisen as there is no mention of this in the paperwork. Has Attanasio underwritten some of the other borrowings?

Absolutely concur with this - I would like to see their independent report to shareholders, but this would probably be a costly and time consuming exercise further delaying the proceedings.

Also agree with this, all relevant information should be on the table for all to see BEFORE the vote. The OSP has been given an insight into the current 3 year strategy, I'd have thought at least this should have been in the paperwork. The TP also has received other information, why can we not see this as I assume that includes reassurances given by the Norfolk group particularly over future share engagement and how they see minority shareholders participate in the running of the club in the future?

But all of this is perhaps just being too niggly and pedantic. Unless there is another willing billionaire out there who has courted Delia, there really is only one game in town now, so the quicker it is sorted the better?

Shef, is the difference here at least to an extent that between how much Attanasio has put into the club, which is roughly £50m, and the higher overall figure, by way of buying out Foulger et al, that he has spent to get to 40 per cent? That said, that would mean he has spent £20m doing the latter, which hardly seems likely!

No, but as a  serial contributor to this debate I would have to say that, wouldn't I? It is perfectly fair to point out any flaws or unpleasantnesses in what is happening, not least since the EDP is not going to do that, and still in general terms be favourably inclined to this potential takeover.

[shefcanary 2,503]

1 minute ago, PurpleCanary said:

by way of buying out Foulger et al,

This only cost £3.3m Purps (it is very clearly spelt out in the paperwork that Attanasio acquired those 132,000 shares at £25 per share) and is included in my c.£50m. 

All I have ever tried to do when raising questions on governance is pointing out where the club is not meeting best practise. Nothing illegal as such, just not to the high standards that I, and I think yourself, live to! 🙂 

[essex canary 515]

Good to see that this thread seems to be reaching common consensus on the issues.

[GMF 757]

@shefcanary I personally think that you are overpaying the handful of shares traded for £200.00, not least because the median price is £25.00 a share, and MA seems to be in the territory of, “it’s £25.00, take it or leave it”, with the other minority shares purchases to date.

[essex canary 515]

22 minutes ago, BigFish said:

This is part right, should MA wish to increase from 40% he would need to repeat this process e.g. full offer or waiver. I doubt very much that another waiver would be achievable.

The approval to get up to 46% is on the Table but as very specifically set out in the documents would be achieved, if it is, by the C Preference Share conversion and issuance of further new ordinary shares rather than acquisition from other parties. 

I am in agreement with your interpretation for getting to a majority ownership situation which is why knowledge of future intent and outline timetable on that would be good plus hopefully some commitment and renewal of a fan share portion.

[GMF 757]

34 minutes ago, Soldier on said:

 

Is it not the case that this is a moment in time to facilitate the 40/40 parity arrangement and minority shareholders can be remunerated later down the line at full takeover stage.

it’s a shame that club can’t really communicate on this as I am sure everyone’s intentions are good.

Everything is being driven by the Shareholders Agreement here. The requirement for the waiver is expressed here as a condition of the deal. 

[Greavsy 2,474]

44 minutes ago, essex canary said:

Great! I won't be available but 100% support on that point.

unbelievable.

The club should engage more with fans, particularly shareholders.

Club calls a meeting:

Oh im not available!

Couldnt make it up!. 

[essex canary 515]

1 hour ago, Greavsy said:

unbelievable.

The club should engage more with fans, particularly shareholders.

Club calls a meeting:

Oh im not available!

Couldnt make it up!. 

I have a prior booked holiday abroad. Otherwise I would be there. If they provide an electronic attendance facility as seems suited to the modern world I may well attend.

[nutty nigel 7,656]

6 minutes ago, essex canary said:

I have a prior booked holiday abroad. Otherwise I would be there. If they provide an electronic attendance facility as seems suited to the modern world I may well attend.

I imagine they were aware of this when setting the date...

[Soldier on 171]

1 hour ago, shefcanary said:

This only cost £3.3m Purps (it is very clearly spelt out in the paperwork that Attanasio acquired those 132,000 shares at £25 per share) and is included in my c.£50m. 

All I have ever tried to do when raising questions on governance is pointing out where the club is not meeting best practise. Nothing illegal as such, just not to the high standards that I, and I think yourself, live to! 🙂 

Foulger as per D&M seems to have sold at bargain basement price to grease the wheels of this deal. Presumably because he thinks MA will be good for the club.

[Ren 75]

7 minutes ago, Soldier on said:

Foulger as per D&M seems to have sold at bargain basement price to grease the wheels of this deal. Presumably because he thinks MA will be good for the club.

...or he took the money quickly as he needed it and couldn't see another way out coming any time soon.  

Probably somewhere between the two but we will never know.  

[essex canary 515]

10 minutes ago, nutty nigel said:

I imagine they were aware of this when setting the date...

I am sure numerous shareholders live abroad or in more distant parts of the UK so would be good to see a more consistent approach to electronic attendance especially as there was a policy change re the AGM. The approach to the EGM 's seems to have been to discourage people from attending presumably because everything is strictly process legal rather than community user friendly. Good luck to Ren with his question. Not sure that it will receive an informative answer.

[Ren 75]

Just now, essex canary said:

I am sure numerous shareholders live abroad or in more distant parts of the UK so would be good to see a more consistent approach to electronic attendance especially as there was a policy change re the AGM. The approach to the EGM 's seems to have been to discourage people from attending presumably because everything is strictly process legal rather than community user friendly. Good luck to Ren with his question. Not sure that it will receive an informative answer.

I find it a little naughty that the club are discouraging people from attending and asking questions, when the offer document clearly states:-

10. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or good order of the meeting that the question be answered. 

 

[Davidlingfield 64]

10 minutes ago, Ren said:

...or he took the money quickly as he needed it and couldn't see another way out coming any time soon.  

Probably somewhere between the two but we will never know.  

The latter is definitely true.

[nutty nigel 7,656]

It's taken months for our club to get this far. I assume because it's a unique set of circumstances so difficult to jump through the hoops to get the desired result to suit these circumstances.

I doubt this is perfect but don't know enough to suggest a different approach that would keep all parties happy.

Is there one?

[Ren 75]

2 minutes ago, nutty nigel said:

It's taken months for our club to get this far. I assume because it's a unique set of circumstances so difficult to jump through the hoops to get the desired result to suit these circumstances.

I doubt this is perfect but don't know enough to suggest a different approach that would keep all parties happy.

Is there one?

I have worked at places where the "new" are taking over from the "old" over a period of time and it doesn't work that well as the new team want to start implementing their ideas and the old are a bit set in their ways and reluctant to change creating friction.  Personally I think the time is right for a full takeover but of course many would disagree.

Not sure there is an answer to suit everyone Nutty, so we will just have to trust the process, but of course people are right to be asking questions. 

[BigFish 1,988]

5 minutes ago, nutty nigel said:

It's taken months for our club to get this far. I assume because it's a unique set of circumstances so difficult to jump through the hoops to get the desired result to suit these circumstances.

I doubt this is perfect but don't know enough to suggest a different approach that would keep all parties happy.

Is there one?

Off the top of my head MA could have:

1) Made an offer open to all Shareholders;

2) Underwritten a general share issue;

3) A combination of the two.

None of these are neat and tidy but they do nullify some of the gripes and the latter two push cash into the club. The advantage being no TP involvement, could have been done and dusted by now.

[essex canary 515]

1 hour ago, Ren said:

I find it a little naughty that the club are discouraging people from attending and asking questions, when the offer document clearly states:-

10. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or good order of the meeting that the question be answered. 

 

The other route is the Canaries Trust if you are a member or you could join.

Like you I wouldn't take the 2002 purchase price which is one good reason why there should be some benchmarking rules going forward as lessons clearly need to be learned from the Webber's spending spree.

The other idea I had following the dispute I had concerning the inheritance of my late friend's shares was that minority shareholders should get a credit of £1 each season for each share held against their season ticket or otherwise credited to their personal account. Would be a net cost to the Club of less than £150,000. However impoverished now I am sure they can still afford it. If not dock it from the Executive Director's salary especially as she seems to think she is going to vote without owning any shares.

[The Raptor 1,257]

So smith and Jones have taken a financial hit to ease handing over the club. Minority shareholders may be persuaded to accept a low offer for their shares at a later date. Spun as 'for the good of the club' or the promise that any cash saved not purchasing shares will be invested back in the club. Something like that.

2 years later the club is sold again with the share price 4 or 5 times as much. How many of those ex minority shareholders would be annoyed by that? I know I would be!

Although if the club was worth that much suddenly it would probably mean we'd become more successful so maybe I wouldn't be that bothered...

 

Edited September 6, 2023 by The Raptor

[PurpleCanary 5,599]

2 hours ago, The Raptor said:

So smith and Jones have taken a financial hit to ease handing over the club. Minority shareholders may be persuaded to accept a low offer for their shares at a later date. Spun as 'for the good of the club' or the promise that any cash saved not purchasing shares will be invested back in the club. Something like that.

2 years later the club is sold again with the share price 4 or 5 times as much. How many of those ex minority shareholders would be annoyed by that? I know I would be!

Although if the club was worth that much suddenly it would probably mean we'd become more successful so maybe I wouldn't be that bothered...

 

Unless Attanasio, or whoever, had got to 90 per cent ownership (from memory I think that is the figure) he couldn't force you to sell if you didn't like the price, and  hoped there might be a better one later on.

[The Raptor 1,257]

Good point Purple. Id forgotten there was also that 90% threshold.

[Soldier on 171]

35 minutes ago, PurpleCanary said:

Unless Attanasio, or whoever, had got to 90 per cent ownership (from memory I think that is the figure) he couldn't force you to sell if you didn't like the price, and  hoped there might be a better one later on.

Sounds like all parties in favour of some fan ownership remaining from what I have seen and heard.

[PurpleCanary 5,599]

5 minutes ago, Soldier on said:

Sounds like all parties in favour of some fan ownership remaining from what I have seen and heard.

Possibly, but we have never had proper fan-ownership. Hundreds or even thousands of fans as a group having majority control. As I think they have in Germany. And we have never had a supporter-director. Someone elected by the fans.

[Big Vince 325]

18 minutes ago, PurpleCanary said:

Possibly, but we have never had proper fan-ownership. Hundreds or even thousands of fans as a group having majority control. As I think they have in Germany. And we have never had a supporter-director. Someone elected by the fans.

But the Socialists and their fellow directors have been elected by shareholders who are also fans.

[Nuff Said 5,211]

1 hour ago, PurpleCanary said:

Possibly, but we have never had proper fan-ownership. Hundreds or even thousands of fans as a group having majority control. As I think they have in Germany. And we have never had a supporter-director. Someone elected by the fans.

The problem with being owned by fans is that they have even less money than Delia and Michael.

[nutty nigel 7,656]

7 hours ago, Ren said:

I have worked at places where the "new" are taking over from the "old" over a period of time and it doesn't work that well as the new team want to start implementing their ideas and the old are a bit set in their ways and reluctant to change creating friction.  Personally I think the time is right for a full takeover but of course many would disagree.

Not sure there is an answer to suit everyone Nutty, so we will just have to trust the process, but of course people are right to be asking questions. 

I don't even know where to start with asking questions. If we're supposed to make a considered choice and understand all the implications then I will never get there. I couldn't get there with Brexit either. I'm not ever going to understand these things. Tempted to abstain because by voting I could get it wrong. It doesn't help to learn that what the press are telling us is just them trying to stay in our club's good books. 

My gut says that if our club is owned on another continent it's not good. But we're not even voting for that are we? It seems it's just a vote on the waver that may or may not be to our advantage.

[essex canary 515]

6 minutes ago, Nuff Said said:

The problem with being owned by fans is that they have even less money than Delia and Michael.

True. That is why it is best to be only 20% owned by the fans which still does the 80% a favour so in return why not base supporter engagement around it and commit to maintaining its quality.

[Google Bot 3,353]

12 minutes ago, nutty nigel said:

My gut says that if our club is owned on another continent it's not good. But we're not even voting for that are we? It seems it's just a vote on the waver that may or may not be to our advantage.

I thought the piece Paddy done explained it quite simply, if you've not read it yet:

https://www.pinkun.com/sport/norwich-city/23768785.norwich-city-mark-attanasio-investment-plan-mapped/