Mark Attanasio

[wcorkcanary 4,342]

1 hour ago, GMF said:

If only you were still pally with  anybody at the Club, you could give us the inside track on their likely voting intentions! (winks) 

@essex canary sorted

[GMF 757]

2 minutes ago, wcorkcanary said:

@essex canary sorted

Now that’s harsh… 

[PurpleCanary 5,586]

5 hours ago, essex canary said:

The Rule 9 waiver issue ought to have been detached from the future of the Club issue. As it stands the voting power of the top 30 shareholders will be almost as much as the bottom 6,600 with only around 200 people occupying the middle ground. This is correct from a Rule 9 perspective but not from a future of the Club perspective. Besides the shareholder initiative isn't enfranchising young people in the way that it should. A vote against the voting system and ballot paper design therefore seems the logical response.

That is a fair point, although I am not sure it is even correct from a Rule 9 perspective. 

[TIL 1010 4,801]

3 hours ago, GMF said:

Now that’s harsh… 

But true.

[GMF 757]

2 minutes ago, TIL 1010 said:

But true.

I couldn’t possibly comment, otherwise that’s another email… (winks) 

[GMF 757]

3 hours ago, PurpleCanary said:

That is a fair point, although I am not sure it is even correct from a Rule 9 perspective. 

You have to wonder why a poll is being used in this instance (correctly in my opinion) but wasn’t also used for the previous General Meeting, for broadly similar purposes?

[PurpleCanary 5,586]

33 minutes ago, GMF said:

You have to wonder why a poll is being used in this instance (correctly in my opinion) but wasn’t also used for the previous General Meeting, for broadly similar purposes?

GMF, true, but that just joins what is now a quite long list of things about this whole process that have perplexed me...😍

[GMF 757]

22 minutes ago, PurpleCanary said:

GMF, true, but that just joins what is now a quite long list of things about this whole process that have perplexed me...😍

Like looking back just six months on listed trades, perhaps, or, when independent really is independent?

[essex canary 507]

5 hours ago, GMF said:

@essex canary given that the last significant share offering was over 20 years ago, the age profile of shareholders is understandable, in my opinion.

I’m afraid I really don’t understand your second paragraph and, as for the third, as a result of MA’s recent acquisitions, yes, by default almost, the Trust is now the third largest shareholder, or largest independent shareholder, in the Club.

There’s still over 6,800 shareholders owning the 156,000 independent shares, so it’s going to be interesting to see just how many people vote and the number of shares they have.

If only you were still pally with the AD’s you could give us the inside track on their likely voting intentions! (winks) 

Hadn't we established that the Takeover Panel's requirement was, quite reasonably, 1 share 1 vote?  If so, the reason for the change relative to the 2 previous meetings is clear. For anyone who purchased 250 times the standard common quantity the reasons would also be clear.

The show of hands for the previous 2 meetings attracted around a 7% turnout so indeed it will be interesting this time. My guess is around 40% with over half those votes coming from the top 29 below the Trust.

As for other AD's who knows exactly. The multimillionaires amongst them to some extent tend to be philanthropic in outlook then again many such people tend to be very cautious with treatment of their money.

All in all if the Club had thought about the issues they would surely have concluded that @PurpleCanary solution was better

Both @Badger and @MrBunce have posted reasons for voting against.  Mine is attached.

[wcorkcanary 4,342]

9 minutes ago, essex canary said:

Hadn't we established that the Takeover Panel's requirement was, quite reasonably, 1 share 1 vote?  If so, the reason for the change relative to the 2 previous meetings is clear. For anyone who purchased 250 times the standard common quantity the reasons would also be clear.

The show of hands for the previous 2 meetings attracted around a 7% turnout so indeed it will be interesting this time. My guess is around 40% with over half those votes coming from the top 29 below the Trust.

As for other AD's who knows exactly. The multimillionaires amongst them to some extent tend to be philanthropic in outlook then again many such people tend to be very cautious with treatment of their money.

All in all if the Club had thought about the issues they would surely have concluded that @PurpleCanary solution was better

Both @Badger and @MrBunce have posted reasons for voting against.  Mine is attached.

Did you send that photo of your letter so they'd take you seriously, like. Kev. 

Edited September 19, 2023 by wcorkcanary

[GMF 757]

@essex canary not sure why you have asked me if it’s one share, one vote, as I’ve previously confirmed to you that’s exactly what a poll means, and my earlier reply to @PurpleCanary asked the question regarding the last general meeting, so there’s no beef from me on that.

We can speculate on the likely voting intentions, but your continuing references to Tom acquiring 100 shares at the notional price has been answered before. To be honest, it does you no favours to keep referring to it, and it is far more likely to get you ignored when you do actually raise a point with some merit.

[GMF 757]

39 minutes ago, PurpleCanary said:

GMF, true, but that just joins what is now a quite long list of things about this whole process that have perplexed me...😍

And, whatever you do, don’t mention the family…. (Taps side of nose). 

[TIL 1010 4,801]

Where has the suspicion come from that some may not have received the meeting papers ?

[GMF 757]

2 minutes ago, TIL 1010 said:

Where has the suspicion come from that some may not have received the meeting papers ?

No idea, but I suspect a letter is being drafted to the independent football ombudsman as we speak… 

[Parma Ham's gone mouldy 2,243]

13 hours ago, Parma Ham's gone mouldy said:

Why are 777 Partners buying Everton?

Parma 

I asked this question rhetorically to add some context to our situation at Norwich….

Here are some answers:

1. There is a limited pool of product (supply)

2. There is an even more limited supply of product available to buy

3. There is increasing demand for multi-sport franchises in America 

4. Funds looking for sporting assets to include in their diversified higher risk portfolio sections are increasingly looking at soccer as a possible fast earner with relatively low buy-in (see Ipswich)

5. Parameters for purchase are broadly similar: good fixed assets, reasonable Prem reach, reasonable roster value, either lower debt or debt that can be re-financed, leveraged or discounted (strong-armed) 

There’s a few starters-for-ten for you….….….not at all unreasonable to play ‘’Attanasio Bingo’ for our own ‘pub due diligence’…

Parma 

Edited September 19, 2023 by Parma Ham's gone mouldy

[Canary Pie 25]

.

Edited September 20, 2023 by Canary Pie
deleted

[BigFish 1,988]

I have been away on a sun drenched Isle doing my best @PurpleCanary impression so catching up on this thread has been interesting and dispiriting in equal measure. I have come to quite respect @Essex Canary monomaniacal self-interest, even if his arguments arn't. At least his objective is clear and consistent which if you own a 1,000 shares the effect of the difference between £25 per share and say £100 in understandable.

The clubs communication failure on this is lamentable. In the void the Chinese proverb about a fool being to answer more questions than a wise man can answer springs to mind, although wise (and knowledgeable) men seem thin on the ground. This has allowed a few myths to develop to fill the void.....

1) Shareholders are synonymous with fans. So far for historical and understandable PR reasons MA has been treating the SH with kid gloves. Whereas all the SH are likely to be fans, why else would anyone buy shares in a non-traded, non-dividend paying company-not all fans are shareholders. SH are likely to be older & wealthier than the average fan e.g. not representative. The weaknesses in the fan owned model is that not all fans are equal, fans tend not to have enough cash to support a football club and decisions made by amateurs rather than professionals can be of dubious merit. Should the SH make decisions that appear self interested the fanbase as a whole may turn against he SH in which case MA might chose to play hardball with the SH with great support.

2) MA is buying 40% of the club with this transaction. MA already has 21% of the club purchased in the normal way that was open to all. This transaction is about converting debt to equity to take him to 40% only. Nothing more, nothing less. An increase of 18.5%.

3) The Independent Directors are not independent. For the purpose of 2 they certainly are. in legal terms applying to this transaction only they are. They have no direct financial involvement, simple. The idea that any Director of any public company is truly independent rather than owing their position to an often complex web of power is naive. The same would apply if the club engaged a 3rd party for "independence" - the 3rd Party would still be beholden to the club's owners.

4) The Takeover Panel must have secret papers detailing assurances for the future to allow this. Fanciful in the extreme. If a minority shareholder wanted to litigate this they could. There is an appeals process and the legality of the process could be subjected to Judicial Review. These papers would be legally discoverable while keeping them secret makes the decision legally questionable. This is the TP's day job, they know what they are doing. That includes ensuring the minority shareholders have the information to make a decision that would stand legal challenge.

I have have no idea why this vehicle was chosen and other approaches would certainly have been more efficient but if it is going to be criticized it is better to do it on facts rather than creating spurious straw men to argue against. .

 

 

[TIL 1010 4,801]

12 hours ago, essex canary said:

 

With regard to 3 and your concern that the club may well not have updated the database and so the vote could therefore be influenced just flip the coin and have you considered that shareholders may well have moved house and not informed the club of change of address or that some shareholders may well have died and relatives sorting their affairs could quite possibly have regarded anything to do with Norwich City has no value and didn't bother to pursue it any further ?

[wcorkcanary 4,342]

16 minutes ago, TIL 1010 said:

With regard to 3 and your concern that the club may well not have updated the database and so the vote could therefore be influenced just flip the coin and have you considered that shareholders may well have moved house and not informed the club of change of address or that some shareholders may well have died and relatives sorting their affairs could quite possibly have regarded anything to do with Norwich City has no value and didn't bother to pursue it any further ?

How dare you suggest a reasonable and rational explanation? old Kev is a pillar of decency and would never suggest impropriety unless he had evidence...................

[MrBunce 245]

1 hour ago, BigFish said:

I have been away on a sun drenched Isle doing my best @PurpleCanary impression so catching up on this thread has been interesting and dispiriting in equal measure. I have come to quite respect @Essex Canary monomaniacal self-interest, even if his arguments arn't. At least his objective is clear and consistent which if you own a 1,000 shares the effect of the difference between £25 per share and say £100 in understandable.

The clubs communication failure on this is lamentable. In the void the Chinese proverb about a fool being to answer more questions than a wise man can answer springs to mind, although wise (and knowledgeable) men seem thin on the ground. This has allowed a few myths to develop to fill the void.....

1) Shareholders are synonymous with fans. So far for historical and understandable PR reasons MA has been treating the SH with kid gloves. Whereas all the SH are likely to be fans, why else would anyone buy shares in a non-traded, non-dividend paying company-not all fans are shareholders. SH are likely to be older & wealthier than the average fan e.g. not representative. The weaknesses in the fan owned model is that not all fans are equal, fans tend not to have enough cash to support a football club and decisions made by amateurs rather than professionals can be of dubious merit. Should the SH make decisions that appear self interested the fanbase as a whole may turn against he SH in which case MA might chose to play hardball with the SH with great support.

2) MA is buying 40% of the club with this transaction. MA already has 21% of the club purchased in the normal way that was open to all. This transaction is about converting debt to equity to take him to 40% only. Nothing more, nothing less. An increase of 18.5%.

3) The Independent Directors are not independent. For the purpose of 2 they certainly are. in legal terms applying to this transaction only they are. They have no direct financial involvement, simple. The idea that any Director of any public company is truly independent rather than owing their position to an often complex web of power is naive. The same would apply if the club engaged a 3rd party for "independence" - the 3rd Party would still be beholden to the club's owners.

4) The Takeover Panel must have secret papers detailing assurances for the future to allow this. Fanciful in the extreme. If a minority shareholder wanted to litigate this they could. There is an appeals process and the legality of the process could be subjected to Judicial Review. These papers would be legally discoverable while keeping them secret makes the decision legally questionable. This is the TP's day job, they know what they are doing. That includes ensuring the minority shareholders have the information to make a decision that would stand legal challenge.

I have have no idea why this vehicle was chosen and other approaches would certainly have been more efficient but if it is going to be criticized it is better to do it on facts rather than creating spurious straw men to argue against. .

 

 

I'm sorry Biggish but I'm going to call you out on this. I think your points are mostly simplistic or mischaracterisations, sometime both. 

On 1, I'm not even sure what you are trying to say, that the "fans" would turn on "shareholders" if they don't vote for the waiver? What does that even mean. Of course the shareholders of the club are not going to be statistically representative of the entire fan group. I don't think anyone has claimed that. However, according to @GMF there are nearly 7,000 of them. That is a big number. The key point however, is that, given the circumstances in which they acquired their shares, all (or the vast majority) are long-term fans (and probably lifelong fans at that) of the club. Mr Attanasio, for all his virtues, is not. He has publicly been non-committal to a long-term involvement in the club. It is both fair, and I think right, to be hesitant in the control of the club moving from a lifelong fan to, a joint control structure shared with someone who is not.

On 2, this is simplification of what's going on. Sure, at it's very simplest, that's the transaction. However, this leaves out the following. That the deal takes the current majority shareholder(s) into a minority and changes the control of the club. That the shareholders are being prevented from BOTH buying or selling at the price underpinning in the transaction. That the price underpinning the transaction is substantially the same as the share price c.20 years ago when the club was teetering on administration. That the vote on the waiver is a "take it or leave it", if it doesn't go through it won't happen (despite there being no legal reason why it couldn't) and that it would result in the club potentially having to pay back DOUBLE the principal of the convertible loan. There is good reason why these things must be voted for by shareholders - in some instances the vote requires only independent ones in others 75% of shareholders. 

On 3, by the rules of the Takeover Code they must be deemed independent directors. But it is entirely fair to question how independent they truly are. One is the publicly announced successor and inheritor to one of the concert parties and owes his position at the club to being related to that party. The other is the executive director of the club who personally signed the agreements underlying the proposed transaction. As executive director of the club, has a commercial interest (not personal) in the transaction proceeding, for example with an increased financial budget to work with. These are in contrast to an independent non-executive director who would not have these perceived (or actual) conflicts. We have had such directors in the past, perhaps most publicly Ed Balls and Stephen Fry. Sure, one may question in the UK how independent non-execs in the UK are but that's a red herring here. The club, simply do not have such directors (through choice or design) and therefore the independent report has been written by directors who, on the face of it, cannot be said to be fully independent of the proposed transaction. 

On 4, I'll confess to saying I haven't read every post on this thread, but I don't recall anyone saying there's secret papers. Now the club may (and almost certainly) have provided representations to the Takeover Panel in securing the option of the waiver. But that would totally be expected! The issue, at least from my point of view, is that the only 'assurances' to shareholders have been in the form of vague soundbites fed to local media or presented through the club's media channels. That is significant. Shareholders are being asked to vote on a very important thing, the financial future of the club. It is obviously reasonable to want as much comfort as possible in being able to make a decision. 

This post is long enough already. I hope that you understand it comes from a place of kindness, not malice. But it felt important for me to set the above out. 

[MrBunce 245]

13 hours ago, Parma Ham's gone mouldy said:

I asked this question rhetorically to add some context to our situation at Norwich….

Here are some answers:

1. There is a limited pool of product (supply)

2. There is an even more limited supply of product available to buy

3. There is increasing demand for multi-sport franchises in America 

4. Funds looking for sporting assets to include in their diversified higher risk portfolio sections are increasingly looking at soccer as a possible fast earner with relatively low buy-in (see Ipswich)

5. Parameters for purchase are broadly similar: good fixed assets, reasonable Prem reach, reasonable roster value, either lower debt or debt that can be re-financed, leveraged or discounted (strong-armed) 

There’s a few starters-for-ten for you….….….not at all unreasonable to play ‘’Attanasio Bingo’ for our own ‘pub due diligence’…

Parma 

Exactly. 

[PurpleCanary 5,586]

22 minutes ago, MrBunce said:

I'm sorry Biggish but I'm going to call you out on this. I think your points are mostly simplistic or mischaracterisations, sometime both. 

On 1, I'm not even sure what you are trying to say, that the "fans" would turn on "shareholders" if they don't vote for the waiver? What does that even mean. Of course the shareholders of the club are not going to be statistically representative of the entire fan group. I don't think anyone has claimed that. However, according to @GMF there are nearly 7,000 of them. That is a big number. The key point however, is that, given the circumstances in which they acquired their shares, all (or the vast majority) are long-term fans (and probably lifelong fans at that) of the club. Mr Attanasio, for all his virtues, is not. He has publicly been non-committal to a long-term involvement in the club. It is both fair, and I think right, to be hesitant in the control of the club moving from a lifelong fan to, a joint control structure shared with someone who is not.

On 2, this is simplification of what's going on. Sure, at it's very simplest, that's the transaction. However, this leaves out the following. That the deal takes the current majority shareholder(s) into a minority and changes the control of the club. That the shareholders are being prevented from BOTH buying or selling at the price underpinning in the transaction. That the price underpinning the transaction is substantially the same as the share price c.20 years ago when the club was teetering on administration. That the vote on the waiver is a "take it or leave it", if it doesn't go through it won't happen (despite there being no legal reason why it couldn't) and that it would result in the club potentially having to pay back DOUBLE the principal of the convertible loan. There is good reason why these things must be voted for by shareholders - in some instances the vote requires only independent ones in others 75% of shareholders. 

On 3, by the rules of the Takeover Code they must be deemed independent directors. But it is entirely fair to question how independent they truly are. One is the publicly announced successor and inheritor to one of the concert parties and owes his position at the club to being related to that party. The other is the executive director of the club who personally signed the agreements underlying the proposed transaction. As executive director of the club, has a commercial interest (not personal) in the transaction proceeding, for example with an increased financial budget to work with. These are in contrast to an independent non-executive director who would not have these perceived (or actual) conflicts. We have had such directors in the past, perhaps most publicly Ed Balls and Stephen Fry. Sure, one may question in the UK how independent non-execs in the UK are but that's a red herring here. The club, simply do not have such directors (through choice or design) and therefore the independent report has been written by directors who, on the face of it, cannot be said to be fully independent of the proposed transaction. 

On 4, I'll confess to saying I haven't read every post on this thread, but I don't recall anyone saying there's secret papers. Now the club may (and almost certainly) have provided representations to the Takeover Panel in securing the option of the waiver. But that would totally be expected! The issue, at least from my point of view, is that the only 'assurances' to shareholders have been in the form of vague soundbites fed to local media or presented through the club's media channels. That is significant. Shareholders are being asked to vote on a very important thing, the financial future of the club. It is obviously reasonable to want as much comfort as possible in being able to make a decision. 

This post is long enough already. I hope that you understand it comes from a place of kindness, not malice. But it felt important for me to set the above out. 

MrBunce, I agree with all of that. But just on the point highlighted, what I have found in the Code is this:

"The board of the offeree company must obtain competent independent advice as to whether the financial terms of any offer (including any alternative offer) are fair and reasonable and the substance of such advice must be made known to its shareholders."

With that competent independent advice being included in the circular to shareholders. Now it may be elsewhere in the Code but that part doesn't talk about independent directors giving this advice. Indeed since it talks about the board obtaining this independent advice it suggests it should not be from a director at all but from outside.

And that is without looking at just how independent Smith and Webber are! That said, what the club have provided to shareholders doesn't seem to be heavily biased, apart from a sin or two of omission, but naturally the recommendation is the vote for the waiver.

[GMF 757]

The Takeover Panel has to approve the documents issued to shareholders. Aside from ensuring that it is compliant with the requirements of the Code, it is not responsible for their drafting. That’s with the solicitors acting for the Club and the offeror, MA.

It is mildly irritating (being polite) that the accounts information provided is over a year, or two years old, and that we are now past the June ‘23 year end , especially in the context of the significant additional loans taken out in the last year.

What is not clear, as has been mentioned by others previously, is whether these loans really are new loans, or merely refinancing of other external loans, hopefully on more favourable terms.

The fact that this proposal deals with the capitalisation of just one loan, but leaves shareholders in an information vacuum in terms of the other three loans, not forgetting the substantial line of credit, is also a concern.

 

Edited September 20, 2023 by GMF
Typo

[The Canaries Trust 36]

The Trust seeks members views on the resolutions being proposed at the forthcoming General Meeting.

https://www.canariestrust.org/ngmoct23
 

[TIL 1010 4,801]

1 minute ago, The Canaries Trust said:

The Trust seeks members views on the resolutions being proposed at the forthcoming General Meeting.

https://www.canariestrust.org/ngmoct23
 

Email (s) incoming

[shefcanary 2,466]

In response to Purps and GMF's responses to Big Fish's vacation ruminations:

• We have seen a statement from the Independent Directors that they received a report (supposedly independent) from Carteret which in the ID's view allowed them to recommend the transaction to shareholders. Why hasn't the Carteret report been shared (which would be normal in most transactions of this nature) even if the report came with the usual caveats it is for the ID's only and no other third party should rely on it.
• I too am extremely disappointed (nay, actually, fuucked off), that no up to date financials have been shared. As an FD in a previous life I would have resigned if I had been party to such a transaction and not been able to circulate a decent set of recent financials (interim accounts or draft year-end results), I would have felt "ridden roughshod over" and felt I had besmirched the wonderful profession of accountancy. What are they frit of? I am minded to take the absence of these financials further, but will not seek to hinder progress of the GM.

[wcorkcanary 4,342]

18 hours ago, GMF said:

and it is far more likely to get you ignored when you do actually raise a point with some merit.

Has anyone else heard that story about the boy that cried ...'Transparency'

[BigFish 1,988]

17 minutes ago, shefcanary said:

In response to Purps and GMF's responses to Big Fish's vacation ruminations:

• We have seen a statement from the Independent Directors that they received a report (supposedly independent) from Carteret which in the ID's view allowed them to recommend the transaction to shareholders. Why hasn't the Carteret report been shared (which would be normal in most transactions of this nature) even if the report came with the usual caveats it is for the ID's only and no other third party should rely on it.
• I too am extremely disappointed (nay, actually, fuucked off), that no up to date financials have been shared. As an FD in a previous life I would have resigned if I had been party to such a transaction and not been able to circulate a decent set of recent financials (interim accounts or draft year-end results), I would have felt "ridden roughshod over" and felt I had besmirched the wonderful profession of accountancy. What are they frit of? I am minded to take the absence of these financials further, but will not seek to hinder progress of the GM.

It is fair to say that the club hasn't communicated this well at all. The method that has been utilised is rather opaque and the application of it has clearly not been straight forward. It has been badly done. What I standby is that posters have attempted to fill this void with supposition which is clearly unsubstantiated. Nothing I have read today dissuades me from that opinion, in fact it rather reinforces it. If they want to MA, S & J can do pretty much what they want to with the club if they chose. This makes the explanation of why they have chosen this all the more unfathomable.

[Indy 3,322]

Looking at this from the outside I think there’s too much involvement and discussion amongst the minority shareholders which almost has given a sense of entitlement to wanting to be involved in a pseudo Football Manager type way, believing that take over has to have their say to go forwards. I’m not saying you’re not entitled to discuss these points and rightly air concerns, but the reality is it’s a Football Club, they’re going to sell at some point unfortunately due to historical financial structure they’ve gone down the rout of offering shares to fans which now have caused issues for any smooth transaction between two sides!

I get that some are money driven others have the concerns of the club but the reality is these shares are more hindrance now for the current board and the information you’re all complaining about not being fully transparent wouldn’t be available if the club hadn’t gone down the 2002 path!

I’m glad we got rid of our shares years ago, I fully appreciate you all have and are entitled to your view and concerns but at the end of the day it’s your football club first not a money generator! I just want the best for the club and if the minority shareholders don’t get their way or make lots of money from It I won’t lose any sleep!

I’ll get my tin hat ready……

[PurpleCanary 5,586]

Can't speak for anyone else, Indy, but I have always been well aware of the amount of voting power and financial clout my eight shares give me...🤩