Club announce General Meeting for February 13

[essex canary 495]

4 minutes ago, norfolkngood said:

well yes it does but then the new owner can inject his money into the club ?

like i said i have no idea is this a good way of reducing S&J hold on the club and the club gets the money instead of them ? 

Sounds exactly like your second paragraph. We don't know how much MA will be paying for the shares but clearly it will be new money.

Maybe he will surrender the C Preference shares for some of it? In fact when I think about it possibly he will do that then inject another £10 million which sounds about right.

 

[norfolkngood 1,086]

4 minutes ago, essex canary said:

Sounds exactly like your second paragraph. We don't know how much MA will be paying for the shares but clearly it will be new money.

Maybe he will surrender the C Preference shares for some of it? In fact when I think about it possibly he will do that then inject another £10 million which sounds about right.

 

Well if that is the case good on Delia & MWJ they have kept to their word and said it was not about money

if she is Reducing her % of shares without Financial gain it is a very good thing for club 

[Bert 236]

7 minutes ago, norfolkngood said:

Well if that is the case good on Delia & MWJ they have kept to their word and said it was not about money

if she is Reducing her % of shares without Financial gain it is a very good thing for club 

The club is in financial trouble a majority share of a bankrupt company is nothing this way they get to keep some wonga 

[essex canary 495]

4 minutes ago, norfolkngood said:

Well if that is the case good on Delia & MWJ they have kept to their word and said it was not about money

if she is Reducing her % of shares without Financial gain it is a very good thing for club 

Despite the concerns about mathematical dilution of shares I think you are right.

If our assumptions are correct from a strategic point of view it seems very much like a step in the right direction as it would probably involve new money and a sense of challenge in the decision making structures of the Club.

The only thing that would then remain is what to do about the near 20% of the Club held by other fans. Whether it would get bought out or consolidated into something that could also be channelled into the decision making process or part and part?

[shefcanary 2,393]

1 hour ago, Year of the tiger said:

Meeting to approve 194,512 ordinary shares per the notice of meeting. Strange number but I don’t understand the legal language in the letter. Be nice if they explained rather than asking us to vote on something we don’t understand

YotT, you have an advantage of me as I type as I've not yet had my post, so what I am posting is in lieu of the full facts released so far. My views posted below may well change when as the Fall would said "New Facts Emerge"!

As such I repost the web-site wording where appropriate:

The general meeting has been called to allot a number of shares, as the club seeks to strengthen its financial sustainability by reducing the need for borrowings.

The wording here suggests that external investment is coming in to enable the short terms loans secured on parachute payments to be repaid quicker than contracted, thus freeing up the parachute payments for transfer dealing in the summer (if promoted) or to underpin a much stronger promotion push next season if we miss out.

Further information will follow once the formal business of the meeting has concluded.

The notice I would assume has been produced as a formality; it would seem whatever is being voted on the existing Board (plus a few tame shareholders) have enough votes to carry the motion - this suggests Delia / Michael and Mike plus tame shareholders have >75% of shares. It may be that Attanasio has already hoovered up shares to take him above the 24% that when pitched with Smith & jones shares takes their holding above the 75% mark.

1 hour ago, PurpleCanary said:

I haven't seen that figure, and it is an odd one, but there is a possible - only a possible - explanation. Which is that if Attanasio bought all of them then it might push his Ordinary shareholding to 30 per cent. Bearing in mind that he has or may acquire some sizeable minority holdings. At which point he would in effect have to make an offer for everyone else's shares.

In fact it would push his holding beyond 30 per cent without adding to those he already has. It would also mean S&J were no longer majority owners.

Following on from view above, 24% of the current issued shares is c. 148,000 shares. I'm assuming that the agreement between Smith & Jones and Attanasio is that the former will still want to hold some shares after Attanasio becomes the majority holder of shares. I'm sure they will want to maintain a significant, albeit minority stake so potentially 10%ish . I can't say for certain but I think the number quoted in the notice will achieve a 75% stake for Attanasio (689,000 of the enlarged share capital after buying c.280,000 shares from Smith & Jones) with Smith & Jones retaining c. 10% (c. 81,000 of the enlarged share capital). 

34 minutes ago, GMF said:

So, there’s 616,913 ordinary shares, with Attanasio having at least 98,000 (probably more).

Assuming that he acquires all 194,512, his share holding would increase to 292,512 ordinary shares, or 36.05% of the increased share capital. D&M’s holding would be just over 40%.

See above my comments that I think Attanasio has already acquired further shares taking his holding from 16% to 24%ish, has agreed to buy the majority of Smith & Jones holding, though leaving a stake for them.

24 minutes ago, essex canary said:

The 'probably more' given the discussions we have had about him hoovering up other shares I would suggest is or around 132,797.  Being D&Ms holding of 327,309 minus the new share issue of 194,512. Maybe not absolutely precise but seems like it fits. 

You are on my wavelength Essex, I think a lot has been going on behind the scenes - my estimate is 148,000 versus your 133,000, not too different.

18 minutes ago, nutty nigel said:

The day is fast approaching when the FPAs will need to hang up their pencils...

Absolutely, once Attanasio has 75% of the shares, we can all moan away to our hearts content, but we'll not be left with any real potential to do much other than bedsheet protests etc. 

3 minutes ago, PurpleCanary said:

They may or may not be earmarked, and, yes, this is one way of allowing an insitution or an individual to acquire a bigger stake in a company.. But in this case that will not be the only consideration. It brings in cash, as the notice says:

"The general meeting has been called to allot a number of shares, as the club seeks to strengthen its financial sustainability by reducing the need for borrowings."

As I have surmised, this mechanism is being used to essentially allow the repayment of loans secured on parachute payments early, presumably by a loan from an Attanasio controlled company, to allow the parachute payments to be used for the squad re-build whichever division we are in next season.

The above is all my guess work (you can tell me how intelligent it is, no offence will be taken).

The end game of this mini-saga approaches, far quicker than I expected. The Attanasio's have got the bug!!!!!

[By Hook or Ian crook 917]

1 hour ago, PurpleCanary said:

That is not feasible. These new shares will be sold by the club, to produce money for the club. They are not S&J's to sell. Attanasio may buy more of S&J's shares, but that would be separate from the allocation of new shares.

It’s hard to figure out sometimes as some of the people I talk to at the club you need an enigma machine to work out what they actually mean. A lot of the time they try to tell you things without telling you things if you get what I mean. You’re most likely right now though. 

[essex canary 495]

8 minutes ago, By Hook or Ian crook said:

It’s hard to figure out sometimes as some of the people I talk to at the club you need an enigma machine to work out what they actually mean. A lot of the time they try to tell you things without telling you things if you get what I mean. You’re most likely right now though. 

Indeed. Plain English is not their forte.

[Mick Dennis 0]

Purple is the past master on shares and accounts, and I might have missed some of his replies & comments here but…

The motions for the meeting do not talk about issuing, only about allocating these shares. They are ordinary shares, with a nominal value of £194,512: so 194,512 ordinary £1 shares.

That’s equivalent to 56% of the total shareholding of directors listed in the most recent accounts.

The motions specify that permission to allocate these shares begins at the 13 Feb meeting and expires on 28 Feb. So whatever is afoot has been agreed and is in hand; it’s not some sort of public offer.

The club’s statement says the allocation is ‘to strengthen its financial sustainability by reducing the need for borrowings’. But £194K wouldn’t make a dent in the borrowings, so it must be the case that the shares allocation will facilitate someone putting in a  substantial sum.

Sam Samuel is reporting (on Pink Un) that this is about new shares. I’m not sure that’s right.

 

[Jim Smith 2,317]

Are they allowed to keep asking shareholders to vote on such matters without giving any detail of what the resolution is designed to facilitate.

If these newly allotted shares go to Mr V Putin it is a very different scenario to if they go to Mr M Attanasio. Yet the shareholders are just asked to vote on it blind. I know that in practice this is just a procedural thing as D&Ms vote carries the decision anyway but……

[essex canary 495]

28 minutes ago, Mick Dennis said:

Purple is the past master on shares and accounts, and I might have missed some of his replies & comments here but…

The motions for the meeting do not talk about issuing, only about allocating these shares. They are ordinary shares, with a nominal value of £194,512: so 194,512 ordinary £1 shares.

That’s equivalent to 56% of the total shareholding of directors listed in the most recent accounts.

The motions specify that permission to allocate these shares begins at the 13 Feb meeting and expires on 28 Feb. So whatever is afoot has been agreed and is in hand; it’s not some sort of public offer.

The club’s statement says the allocation is ‘to strengthen its financial sustainability by reducing the need for borrowings’. But £194K wouldn’t make a dent in the borrowings, so it must be the case that the shares allocation will facilitate someone putting in a  substantial sum.

Sam Samuel is reporting (on Pink Un) that this is about new shares. I’m not sure that’s right.

 

As a supporter who purchased 1,000 shares at £25 per share including a £24 per shars premium 20 years ago, I would sincerely hope that anyone buying 194,512 shares would be paying substantially more than £1 per share?

Then again bearing in mind the last 200 shares issued to Messrs T. Smith and E. Balls for £1 per share as I was party to raising at the 2016 AGM when the prior year comparator was £100 per share it is hard to say. That is why we struggle with the transparency.

[Jim Smith 2,317]

38 minutes ago, Mick Dennis said:

Purple is the past master on shares and accounts, and I might have missed some of his replies & comments here but…

The motions for the meeting do not talk about issuing, only about allocating these shares. They are ordinary shares, with a nominal value of £194,512: so 194,512 ordinary £1 shares.

That’s equivalent to 56% of the total shareholding of directors listed in the most recent accounts.

The motions specify that permission to allocate these shares begins at the 13 Feb meeting and expires on 28 Feb. So whatever is afoot has been agreed and is in hand; it’s not some sort of public offer.

The club’s statement says the allocation is ‘to strengthen its financial sustainability by reducing the need for borrowings’. But £194K wouldn’t make a dent in the borrowings, so it must be the case that the shares allocation will facilitate someone putting in a  substantial sum.

Sam Samuel is reporting (on Pink Un) that this is about new shares. I’m not sure that’s right.

 

The resolutions talk about “allotment” of shares Mick, not allocation. I think that term has some significance. 

[shefcanary 2,393]

7 minutes ago, Jim Smith said:

Are they allowed to keep asking shareholders to vote on such matters without giving any detail of what the resolution is designed to facilitate.

If these newly allotted shares go to Mr V Putin it is a very different scenario to if they go to Mr M Attanasio. Yet the shareholders are just asked to vote on it blind. I know that in practice this is just a procedural thing as D&Ms vote carries the decision anyway but……

Technically not Jim, but at the end of the day, if the club know there are over 75% tame votes that will formalise any vote or motion called then there is no real need. The law is such that an AGM has been deemed convened appropriately if full details of what is being voted on are in the view of 75% those present appropriately served, then there is nothing us minority holders can do about it in reality, although if we were minded to and appropriately funded we could seek restitution in court if we could demonstrate we had suffered unfair financial loss as a result. But that would in all likelihood be restricted to the value of our shareholding - would I as an owner of four shares spend a million say, to recover £652? Nah!

If Smith & Jones and Attanasio thought Donald Trump was an appropriate person to issue those shares to (or Nadhim Zahawi for that matter), as owners of 75% of shares or more that is for them, and them alone.

[PurpleCanary 5,557]

2 hours ago, Mick Dennis said:

Purple is the past master on shares and accounts, and I might have missed some of his replies & comments here but…

The motions for the meeting do not talk about issuing, only about allocating these shares. They are ordinary shares, with a nominal value of £194,512: so 194,512 ordinary £1 shares.

That’s equivalent to 56% of the total shareholding of directors listed in the most recent accounts.

The motions specify that permission to allocate these shares begins at the 13 Feb meeting and expires on 28 Feb. So whatever is afoot has been agreed and is in hand; it’s not some sort of public offer.

The club’s statement says the allocation is ‘to strengthen its financial sustainability by reducing the need for borrowings’. But £194K wouldn’t make a dent in the borrowings, so it must be the case that the shares allocation will facilitate someone putting in a  substantial sum.

Sam Samuel is reporting (on Pink Un) that this is about new shares. I’m not sure that’s right.

 

Mick , it is kind of you to say so, but there are others here, such as GMF and Mr Bunce, who are professionally qualified, which I am not. If I have a virtue it is perhaps in explaining finance (not least Cullumgate) in easy to understand language. 

As to this news, a couple of points. All NCFC shares have a nominal value of £1 but are almost never sold by the club at that figure. The only exception I can think of offhand was Attanasio paying £1 a share for those 10 million C Preference shares. And in this case, given the aim is to raise money for the club, and the comparitively small number of shares, I would expect the selling price to be much more.

I think Seaman must be right to say these are new shares. The club can only allot and so sell shares it has created. It cannot sell shares already owned by someone. 

[nutty nigel 7,528]

3 hours ago, essex canary said:

At least unlike Deano and his crew we won't get a fat pay-off. Hope you have enjoyed the discussions.

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

 

[MrBunce 245]

For those without the benefit of seeing the resolutions, there are two.

The first resolution allows the club to allot up to 194,512 shares (there are currently 616,913). Effectively, this means that the club are creating up to 194,512 new shares (out of 'thin air') and can 'sell' those to someone (likely Mr Attanasio, or more specifically his investment vehicle: "Norfolk FB Holdings LLC" ). This needs only 50% of shareholder votes to pass.

The second resolution basically permits the club to allot the shares without having to offer them to any other shareholders. This is often referred to as 'diluting' other shareholders. This needs 75% of shareholder votes to pass.

Putting it together, the club will create some new shares, Mr Attanasio will be allotted them. In exchange he will give some money to the club (we won't know how much until all the filings are done or the club voluntarily announces it). This will give the club some money to spend or to pay off debts and Mr Attanasio a larger ownership share of the club. Delia & Michael will not receive anything.

Given that Delia & Michael plus Mr Attanasio own 75% of the shares in the club (or if not the case, them plus a few other shareholders who will vote with them), the meeting is really a formality. 

It would seem likely that following this, Mr Attanasio will own more than 30% of the clubs voting shares. Under the Takeover Code, once an individual or entity passes this threshold in respect of a public limited company (a plc, which the club is), then the individual/entity must make a cash offer to all shareholders offering to acquire their shares at the highest price paid in the last 12 months [edit: by Mr Attanasio]. I'll confess to not being sure exactly how this works as the situation is slightly unusual in that the club is a plc, but the shares of the club are not publicly listed (i.e. you can't buy and sell them on a stock exchange like the LSE).

All this likely indicates Mr Attanasio's intention to purchase the club and bring to an end fan ownership of Norwich City. It of course spells the beginning of the end of the FPA cabal.

[edit: for clarity, I've add that it's the highest price paid by Mr Attanasio over the past 12 months, see comments from other posters below.]

Edited January 27, 2023 by MrBunce
Clarity

[cornish sam 951]

20 minutes ago, MrBunce said:

For those without the benefit of seeing the resolutions, there are two.

The first resolution allows the club to allot up to 194,512 shares (there are currently 616,913). Effectively, this means that the club are creating up to 194,512 new shares (out of 'thin air') and can 'sell' those to someone (likely Mr Attanasio, or more specifically his investment vehicle: "Norfolk FB Holdings LLC" ). This needs only 50% of shareholder votes to pass.

The second resolution basically permits the club to allot the shares without having to offer them to any other shareholders. This is often referred to as 'diluting' other shareholders. This needs 75% of shareholder votes to pass.

Putting it together, the club will create some new shares, Mr Attanasio will be allotted them. In exchange he will give some money to the club (we won't know how much until all the filings are done or the club voluntarily announces it). This will give the club some money to spend or to pay off debts and Mr Attanasio a larger ownership share of the club. Delia & Michael will not receive anything.

Given that Delia & Michael plus Mr Attanasio own 75% of the shares in the club (or if not the case, them plus a few other shareholders who will vote with them), the meeting is really a formality. 

It would seem likely that following this, Mr Attanasio will own more than 30% of the clubs voting shares. Under the Takeover Code, once an individual or entity passes this threshold in respect of a public limited company (a plc, which the club is), then the individual/entity must make a cash offer to all shareholders offering to acquire their shares at the highest price paid in the last 12 months. I'll confess to not being sure exactly how this works as the situation is slightly unusual in that the club is a plc, but the shares of the club are not publicly listed (i.e. you can't buy and sell them on a stock exchange like the LSE).

All this likely indicates Mr Attanasio's intention to purchase the club and bring to an end fan ownership of Norwich City. It of course spells the beginning of the end of the FPA cabal.

I'm not a share holder so this is purely an academic enquiry, but, when you say "the highest price paid in the last 12 months" is that the highest price paid by Attansio (in this instance) or the highest price paid by anyone in the last 12 months?

[GMF 736]

@MrBunce thanks for the comments.

It’s pretty safe to assume that the 30% threshold is about to be reached, assuming that the resolutions are passed.

However, if the requirements are to offer other shareholders the best price paid in the last year, how is that going to be verified?

The purchase of the Foulger shares, plus other (unknown) minority shareholdings, is unknown - they are private transactions and there’s no real time price information available, as is the case with shares quoted on the stock exchange.

Presumably, there’s nothing to stop MA selecting an arbitrary price to all other minority shareholders and its then up to them to decide whether to sell or keep their shares?

 

[PurpleCanary 5,557]

7 minutes ago, cornish sam said:

I'm not a share holder so this is purely an academic enquiry, but, when you say "the highest price paid in the last 12 months" is that the highest price paid by Attansio (in this instance) or the highest price paid by anyone in the last 12 months?

The highest paid by Attanasio over the last 12  months in acquiring his stake.

[GMF 736]

7 minutes ago, cornish sam said:

I'm not a share holder so this is purely an academic enquiry, but, when you say "the highest price paid in the last 12 months" is that the highest price paid by Attansio (in this instance) or the highest price paid by anyone in the last 12 months?

My understanding is that it’s the price paid by the party who has the 30% of shares, in this instance MA

[nutty nigel 7,528]

@essex canary at this point it might be beneficial for you to offer me £500 for one of my shares.....

 

[nutty nigel 7,528]

2 minutes ago, GMF said:

My understanding is that it’s the price paid by the party who has the 30% of shares, in this instance MA

That's ruined my deal.

Thanks GMF...

[Nuff Said 5,119]

4 hours ago, norfolkngood said:

Well if that is the case good on Delia & MWJ they have kept to their word and said it was not about money

if she is Reducing her % of shares without Financial gain it is a very good thing for club 

But as I’ve just posted on the Championship Wages thread, “a good thing for the club” is actually a good for for Mark Attanasio. If he buys the club for less than it’s worth, he could simply sell and take the profit. 
 

Edit: having read the intervening posts, I guess if the amount of money he gives (“invests in”) the club equals or exceeds the difference in what he pays to take take control and the value of the club (however that is calculated) i.e. potential profit, then it’s a good deal for NCFC. If not, it’s a good deal for Mark Attanasio. Of course, there are those who believe if the current ownership changes, it is automatically a good deal. We’ll see.

Edited January 27, 2023 by Nuff Said

[MrBunce 245]

46 minutes ago, GMF said:

@MrBunce thanks for the comments.

It’s pretty safe to assume that the 30% threshold is about to be reached, assuming that the resolutions are passed.

However, if the requirements are to offer other shareholders the best price paid in the last year, how is that going to be verified?

The purchase of the Foulger shares, plus other (unknown) minority shareholdings, is unknown - they are private transactions and there’s no real time price information available, as is the case with shares quoted on the stock exchange.

Presumably, there’s nothing to stop MA selecting an arbitrary price to all other minority shareholders and its then up to them to decide whether to sell or keep their shares?

 

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. 

[essex canary 495]

1 hour ago, nutty nigel said:

@essex canary at this point it might be beneficial for you to offer me £500 for one of my shares.....

 

Sorry but best to stick with your TV extras post which was a Hit as opposed to this Miss.

[shefcanary 2,393]

1 hour ago, MrBunce said:

All this likely indicates Mr Attanasio's intention to purchase the club and bring to an end fan ownership of Norwich City. It of course spells the beginning of the end of the FPA cabal.

I've not reproduced all your post @MrBunce but your view on the technical parts of the notice accords with mine. Thanks for sharing your knowledge and experience to confirm this enthusiastic amateur's thoughts.

Before the FPA Cabal disappears over the horizon, of course there is still a lot to ponder, but your post narrows this down so here are a few more refined thoughts of mine.

1. The main one why the figure of 194,512 shares? I think that some form of deal between Smith & Jones and Attanasio is well advanced, which will result in control moving from Smith & Jones to Attanasio (in whatever legal entity he decides to use). Why, well the figure itself, why not 200,000 or 150,000? It's just too precise and suggests some detailed deal has already been constructed. The allotment will reduce the value of minority shares, with I expect Attanasio holding a controlling stake (at least 75%, maybe more) and Smith & Jones will retain a sizeable minority share (c.10%) on completion. I also expect this will be achieved with the "minimum" of cash changing hands between Attanasio and Smith & Jones. I'm assuming the price paid (as queried by @GMF) to Smith & Jones is set by the £100million valuation of all club shares resulting from the creation of the convertible C Preference shares (10% holding paid for by £10million). So that "minimum" will be quite large.
2. The next area to ponder is just how much Attanasio is paying the club for these shares? I am still of the view it will probably be the nominal share value, but will be pleasantly surprised if these are allotted at a premium.
3. That leaves the question of what the financial strengthening will be? I expect this will be the current short term loans being replaced by a longer term loan provided by one of Attanasio's companies. This allows the parachute payments to be used for squad strengthening, be it for the EPL or for a promotion push, over the summer. What interest though will those loans carry? 

Whilst people might expect this event results in Attanasio investing huge amounts directly into the club, I cannot see this happening from his previous MO. The financial strengthening will be restricted purely to freeing up the use of future parachute payments on what they were originally intended, that is post relegation squad support and not to cover the cost of past endeavours. If Wagner can continue to weave his magic, maybe that will be for preparation of a season in the EPL, rather than another season in the Championship. 

Attanasio will have invested I estimate close to £80million by the end of this, around half in the form of repayable loans from one of his companies with a sizeable payment to Smith & Jones. Then there are the legal costs on top of that. Attanasio may eventually recover much of this, although I suggest not by dividend payments as Norwich will never make significant football operating profits to justify this.  

This is happening quicker than I thought (I had the summer in mind). I assume the change in team management is part of the reason for it happening now.

All supposition, but welcome fellow FPA thoughts. 

[essex canary 495]

Whilst I realise that it is purely academic, I am struggling to understand how as minority shareholders we can be expected to vote without knowing if the newly issued shares will attract a premium or otherwise? 

Clearly the issues involved make a material difference both from the club perspective and the individuals perspective.

 

[dylanisabaddog 4,911]

I'd agree with @shefcanary

Anastasio is significantly richer than Smith & Jones but doesn't have a record of throwing money around. This is more about digging us out of a mess. It's come sooner than expected. 

The thing that interests me is how much input Anastasio had in sacking Smith. I suspect it was all down to him. Webber perhaps has a shock coming. 

[dylanisabaddog 4,911]

10 minutes ago, essex canary said:

Whilst I realise that it is purely academic, I am struggling to understand how as minority shareholders we can be expected to vote without knowing if the newly issued shares will attract a premium or otherwise? 

Clearly the issues involved make a material difference both from the club perspective and the individuals perspective.

 

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. 

Edited January 27, 2023 by dylanisabaddog

[GMF 736]

Just now, dylanisabaddog said:

Sorry to be the bearer of bad news but it doesn't matter how you vote

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.

[GMF 736]

13 minutes ago, essex canary said:

Whilst I realise that it is purely academic, I am struggling to understand how as minority shareholders we can be expected to vote without knowing if the newly issued shares will attract a premium or otherwise? 

Clearly the issues involved make a material difference both from the club perspective and the individuals perspective.

 

It seems highly unlikely that the new shares will be issued without a premium. However, trying to speculate what that premium will be seems rather pointless at this point.