Club announce General Meeting for February 13

[essex canary 495]

5 minutes ago, dylanisabaddog said:

Sorry to be the bearer of bad news but it doesn't matter how you vote or what you think. I'm not trying to be rude but merely stating an unfortunate fact. 

That is why I stated that it is academic. As a matter of procedure surely though we are still entitled to vote and to understand all implications prior to voting. 

[dylanisabaddog 4,905]

6 minutes ago, GMF said:

Whilst it is undoubtedly true that the vote is highly likely to be a formality, it does have wider implications if MA is then obliged to make an offer to all remaining minority shareholders, assuming, as seems highly likely, he will cross the 30% threshold as a result of this proposal.

I'm totally ignorant of that but is the situation the same as for a listed company? I certainly didn't get offers from Watling or Smith/Jones but I've never taken much notice of the rules. When I bought my shares I thought I'd never see the money again. 

If I was cynical I'd think the unusual number of shares was to allow Anastasio to take control without having to buy our shares. But I'm almost certainly wrong! 

Edited January 27, 2023 by dylanisabaddog

[dylanisabaddog 4,905]

1 minute ago, essex canary said:

That is why I stated that it is academic. As a matter of procedure surely though we are still entitled to vote and to understand all implications prior to voting. 

No. I'm afraid not. 

[GMF 736]

1 hour ago, MrBunce said:

It is certainly more complicated than with a publicly traded company. Usually there are some solicitors involved (MA's are Linklaters, one of the best in the country) and they will confirm the transactions and sort out the legal paperwork. 

I don't see MA as being the kind of guy who would pull a fast one. He seems honest and straightforward. 

But in theory, what you said can happen. It can end in lawsuits, and a lot of my work used to be relate to this kind of stuff. 

My use of the word arbitrary may be implying negative undertones towards MA - that wasn’t intended. What I meant to allude to was he could pick £30 a share, or somewhere north of that, but minority shareholders would have no way of referencing that to MA’s previous acquisitions 

Edited January 27, 2023 by GMF
Extra wording

[essex canary 495]

Sounds like MA could be buying the Club for less than £10 million when other clubs have fetched £100 million plus. Then again Brentford probably wasn't in anything like that category and has thrived so perhaps we have to hope that we can follow in their footsteps and that MA can bring the necessary robustness on board to achieve it.

[BigFish 1,986]

8 hours ago, GMF said:

Correct, and, by implication, if the number of shares increases, assuming all other assets and liabilities remain the same, then the share value would decrease 

Wouldn't the cash paid for the shares be added to the assets? (Obviously spending it on covering operational losses would decrease share value)

Honest question

[PurpleCanary 5,556]

8 minutes ago, dylanisabaddog said:

I'm totally ignorant of that but is the situation the same as for a listed company? I certainly didn't get offers from Watling or Smith/Jones but I've never taken much notice of the rules. When I bought my shares I thought I'd never see the money again. 

If I was cynical I'd think the unusual number of shares was to allow Anastasio to take control without having to buy our shares. But I'm almost certainly wrong! 

The Takeover Code, of which this rule is a part,  applies - I believe! - to all public limited companies, listed on a stock market or not. The reason why you didn't get an offer to buy your shares when Watling or Chase or S&J got to at least a 30 per cent holding was that the club/company only became a PLC in I think 2000, and it was only then that Takeover Code rules started to apply.

[cornish sam 951]

9 minutes ago, essex canary said:

Sounds like MA could be buying the Club for less than £10 million when other clubs have fetched £100 million plus. Then again Brentford probably wasn't in anything like that category and has thrived so perhaps we have to hope that we can follow in their footsteps and that MA can bring the necessary robustness on board to achieve it.

Yes, but those other clubs have been sold for the financial benefit of the sellers, Smith and Jones have consistently said they have no intention of doing that and are instead looking for someone who will come in and do right by the club, which they think they've found...

[Canary Pie 25]

Perhaps MA will be one of the first to really make bank on one of the teams outside the top ten teams in the English League. Good luck to him if he does. It would be nice to see NCFC well run and well funded with a plan to get into the top ten of the premier league and stay there for a significant period.  

[shefcanary 2,392]

1 hour ago, dylanisabaddog said:

I'm totally ignorant of that but is the situation the same as for a listed company? I certainly didn't get offers from Watling or Smith/Jones but I've never taken much notice of the rules. When I bought my shares I thought I'd never see the money again. 

If I was cynical I'd think the unusual number of shares was to allow Anastasio to take control without having to buy our shares. But I'm almost certainly wrong! 

The club is listed, but only since 2004. Prior to that it was a private company. So in the time of Watling there was no obligation. 

You have seen my thoughts on control which concur with your conclusion.

[shefcanary 2,392]

55 minutes ago, essex canary said:

Sounds like MA could be buying the Club for less than £10 million when other clubs have fetched £100 million plus. Then again Brentford probably wasn't in anything like that category and has thrived so perhaps we have to hope that we can follow in their footsteps and that MA can bring the necessary robustness on board to achieve it.

Seeing as he has already invested £10m that is not true. We are none tge wiser of the final payment to Foulger (et al?). He will make a sizeable payment to Smith and Jones. I think in the end he will have paid £40m for control, with a similar amount loaned. It could of course be entirely different, but certainly be more than £10m.

[nutty nigel 7,527]

46 minutes ago, cornish sam said:

Yes, but those other clubs have been sold for the financial benefit of the sellers, Smith and Jones have consistently said they have no intention of doing that and are instead looking for someone who will come in and do right by the club, which they think they've found...

Good on them for being true to their word. There was never any reason to think otherwise and some of the things thrown at them quite shameful.

Enjoy this sale. But it's the next one...

[shefcanary 2,392]

55 minutes ago, BigFish said:

Wouldn't the cash paid for the shares be added to the assets? (Obviously spending it on covering operational losses would decrease share value)

Honest question

Yes. It will be cash in the bank with no restrictions.

But as I have argued I doubt he will pay more than nominal value for the allotment, he will be "investing" more significant cash elsewhere.

I know this differs from other views, but there is quite a lot going on here.

[essex canary 495]

43 minutes ago, cornish sam said:

Yes, but those other clubs have been sold for the financial benefit of the sellers, Smith and Jones have consistently said they have no intention of doing that and are instead looking for someone who will come in and do right by the club, which they think they've found...

In backing their project as a shareholder from 2002 onwards and bailing them out of a TV receipt crisis,  we have seen the Clubs wage bill increase from £8 million to £118 million yet the share value is going to return to parity.

It is what it is and if the Club has a platform to do the ground expansion and move forward then all well and good but in some ways they seem to have manufactured the situation to get back to parity with at least some of these football professionals becoming very wealthy on the way whilst in some cases at least adding very little.

[shefcanary 2,392]

1 minute ago, nutty nigel said:

Good on them for being true to their word. There was never any reason to think otherwise and some of the things thrown at them quite shameful.

Enjoy this sale. But it's the next one...

I'm going out on a limb here, but expect Smith &Jones will get full value for their shares when they sell them.

Attanasio is not a charity, nor is the club.

I cannot see how a mechanism in legal form can be written that would guarantee any money foregone for the value of Smith & Jones shares would be given to the club and never taken out, unless they donated immediately at the close of the deal.

That would be a generous offer indeed but ultimately this cash would belong to Attanasio. Can you see my dilemma here? 🤔

[essex canary 495]

6 minutes ago, shefcanary said:

Seeing as he has already invested £10m that is not true. We are none tge wiser of the final payment to Foulger (et al?). He will make a sizeable payment to Smith and Jones. I think in the end he will have paid £40m for control, with a similar amount loaned. It could of course be entirely different, but certainly be more than £10m.

Perhaps £10 million is a little on the short side. Nonetheless if the new shares are issued at nominal value and he pays the same price for the rest as the reported estimate of £2.5 million to Foulger that would only be £16 million so how do we get up to £40 million for ordinary shares?

[nutty nigel 7,527]

38 minutes ago, shefcanary said:

I'm going out on a limb here, but expect Smith &Jones will get full value for their shares when they sell them.

Attanasio is not a charity, nor is the club.

I cannot see how a mechanism in legal form can be written that would guarantee any money foregone for the value of Smith & Jones shares would be given to the club and never taken out, unless they donated immediately at the close of the deal.

That would be a generous offer indeed but ultimately this cash would belong to Attanasio. Can you see my dilemma here? 🤔

No I can't. What dilemma do you see Sheff?

Just to add @shefcanary I don't think they ever said they'd give them away. The quote I remember is that they didn't expect the money back.

There already seem to be mechanisms to get money into the club.

Edited January 27, 2023 by nutty nigel

[MrBunce 245]

@shefcanary Your three questions are all interesting and ones I've pondered. However, I don't think it's possible to answer any of them until we're the other side of the transaction (unless ones has insider info).

@dylanisabaddog / @PurpleCanary The club became a plc in 2002, it used to be a limited company before then.

@BigFish Yes the cash would add to the value of the club. Take a simple example, say a company is worth £100 with 100 shares (£1 per share) and you allot 10 new shares for £10, the new company is worth £110 with 110 shares (still £1 per share). Of course, is the value really £100? What if you allot 10 shares for £9 or £11? As you can see it can become complicated.

@GMF Apologies if any wires were crossed. I don't think shareholders would have a way to confirm.

Edited January 27, 2023 by MrBunce

[TeemuVanBasten 3,327]

10 hours ago, PurpleCanary said:

No much detail to dissect! This is just to agree to make available extra shares. It doesn't specify whether these will be the controlling Ordinary shares or preference shares, or both. But it is a fair assumption some will be Ordinaries and that Attanasio is the intended purchaser of some. But I suspect it is also intended that fans will have a chance to buy. Another chance to help out financially. 

To add, I doubt this is how and when Attanasio takes over. The key to that would almost certainly be achieved by acquiring some or all of S&J's majority holding.

What percentage do delia and hubby currently own, is it 52 percent?

If so, a new right issues would see them lose their status as majority shareholders assuming they don't participate?

Edited January 27, 2023 by TeemuVanBasten

[shefcanary 2,392]

2 minutes ago, essex canary said:

Perhaps £10 million is a little on the short side. Nonetheless if the new shares are issued at nominal value and he pays the same price for the rest as the reported estimate of £2.5 million to Foulger that would only be £16 million so how do we get up to £40 million for ordinary shares?

It mainly depends if his C Preference shares are converted to ordinary as part of thos allotment and the timing of the conversion. 

If they are converted before the allocation, with 619,000 shares issued plus the 10% on conversion, the value per share he has paid for his £10m is £160 (or thereabouts). This will be the maximum cost per share he has paid. If after the allotment, the value per share will be less, c.£120. Whether that is the maximum paid per share is again a moot point as I don't think anyone on here knows how much per share he paid Foulger. That could be the maximum.

Whatever, the value of the club is still as set by the preference share holding creation as far as we know, which was £100m. 

[PurpleCanary 5,556]

29 minutes ago, shefcanary said:

The club is listed, but only since 2004. Prior to that it was a private company. So in the time of Watling there was no obligation. 

You have seen my thoughts on control which concur with your conclusion.

Shef, the club is not listed on a stock market, even though it became a PLC in 2002 (thanks Mr Bunce for the date).

[shefcanary 2,392]

6 minutes ago, PurpleCanary said:

Shef, the club is not listed on a stock market, even though it became a PLC in 2002 (thanks Mr Bunce for the date).

Mea culpa, I meant plc! Also thanks re. the date, I had it in mind it was linked to the 2004 share issue! 

[Leedscanary 337]

5 hours ago, nutty nigel said:

On a scale of 1 to Tangie you lot are a 3. Or at best a 4.

 

I miss Tangie, like he misses his ☂️

I do hope the old chap is ok

[Ken Hairy 3,769]

33 minutes ago, TeemuVanBasten said:

What percentage do delia and hubby currently own, is it 52 percent?

If so, a new right issues would see them lose their status as majority shareholders assuming they don't participate?

I think it was mentioned earlier that their stake, should this be panning out as we suspect would reduce to 40%

[Parma Ham's gone mouldy 2,219]

2 hours ago, nutty nigel said:

Good on them for being true to their word. There was never any reason to think otherwise and some of the things thrown at them quite shameful.

Enjoy this sale. But it's the next one...

..and how much of the equity gain rolls over?…who benefits?…who cashes in on the next sale?…..is the re-financing also another form of de-facto equity gain?

My fear was always that Delia and Michael - out of fear of breaking the promise not to ‘profiteer’ from their ownership - simply hand the gain to somebody smiling, plausible and messianic….

Is the sporting and financial wheel come full circle again?

Parma 

Edited January 27, 2023 by Parma Ham's gone mouldy

[PurpleCanary 5,556]

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

..and how much of the equity gain rolls over?…who benefits?…who cashed in on the next sale?…..is the re-financing also another form of de-facto equity gain?

My fear was always that Delia and Michael - out of fear of breaking the promise not to ‘profiteer’ from their ownership, simply hand the gain to somebody smiling, plausible and messianic….

Is the sporting and financial wheel come full circle again?

Parma 

Which is why you need now to become the supporter-director with a golden-share veto on any future sale of the club. I would suggest myself as an alternative but I probably score too high on the messianic scale...

[Parma Ham's gone mouldy 2,219]

I would now expect smaller shareholders to get a sweetheart return. Good politics. 

The terms of ‘exceptional circumstances’ for the next sale will be - I predict - just vague enough to allow de-facto ‘anyone I choose at any point I choose’. Though the language - superficially - will be as far from that as it can plausibly be. 

At that point the equity gain will become clear to all. Delia will have a free conscience and Attanasio will have had a pleasing contextually  free-hit with a  far fatter upside than was ever necessary. 

Though none will (want to) believe that now. 

Parma  

 

Edited January 27, 2023 by Parma Ham's gone mouldy

[TeemuVanBasten 3,327]

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

I would now expect smaller shareholders to get a sweetheart return. Good politics. 

What do you mean exactly?

You mean the chance to sell their shares for whatever the yanks are going to be paying?

In which case, I agree that they should have that 'exit' opportunity, with willing/wanting sellers given priority over the creation of new shares.

New shares do, after all, dilute all existing shareholders.

Suspect that most would opt to keep their shares for sentimental/nostalgic reasons, but they should get that option as an alternative to further dilution.

Or do you mean something else?

[Parma Ham's gone mouldy 2,219]

See ‘Mark Attanasio’ thread for explanation.

Parma 

[Nuff Said 5,117]

3 hours ago, Canary Pie said:

Perhaps MA will be one of the first to really make bank on one of the teams outside the top ten teams in the English League. Good luck to him if he does. It would be nice to see NCFC well run and well funded with a plan to get into the top ten of the premier league and stay there for a significant period.  

Bless