Club announce General Meeting for February 13

[BigFish 1,986]

20 minutes ago, GMF said:

Or, to put it another way, if MA had already, or intended at any point in the future, acquired D&M’s shares, the combined holding would be a minimum of 78.74% - probably higher, as he’s already acquired a number of other minority (as yet undisclosed) interests.

Thanks for crunching the numbers @GMF. So to put it another way above  the 75% where he can pretty much do what he likes as long as it doesn't infringe the minority shareholders lawful rights but below the 90% where he can force them out and take the club private.

[essex canary 496]

4 hours ago, nutty nigel said:

Just trying to work out what you meant by representative supporters trust?

Perhaps Exeter, Wimbledon and Luton are the best examples where the Supporters Trusts own a significant portion of the shares and have Board representatives.

[nutty nigel 7,534]

1 hour ago, essex canary said:

Perhaps Exeter, Wimbledon and Luton are the best examples where the Supporters Trusts own a significant portion of the shares and have Board representatives.

So we had the Norwich City Shareholders Association, I assume you were a member of that? (Whatever happened to them?)

Then there was the group of Associate Directors you were a member of that.

And the Canaries Trust. Are you a member of that?

All those groups seem to be about to see their minority holding diluted. 

Or did you have something new in mind?

Edited January 29, 2023 by nutty nigel

[NewNestCarrow 191]

8 hours ago, essex canary said:

The relevant questions must be:

1. Is it feasible at minimal cost? At present the shareholdings aren't included in the Club's one login system and nearly 7,000 mailings have been sent out to furnish meetings with minimal attendance as required by law under the current set-up.

2. Wouldn't a collective representative Supporters Trust arrangement be preferable?

1 As a symbolic shareholder I would have no expectation of receiving the services required for an actual shareholder. And I doubt more than a couple of hundred of us would turn down £100 in order to retain a meaningless share.

2 No, No, and a thousand times No. 

[essex canary 496]

On 29/01/2023 at 19:33, nutty nigel said:

So we had the Norwich City Shareholders Association, I assume you were a member of that? (Whatever happened to them?)

Then there was the group of Associate Directors you were a member of that.

And the Canaries Trust. Are you a member of that?

All those groups seem to be about to see their minority holding diluted. 

Or did you have something new in mind?

I wasn't a member of the Shareholders Association. I get the impression, though I am not certain, that they were a precursor of the Associate Directors Group. The reason why the Club moved from an arrangement that seemed to represent all Shareholders in favour of an elitist arrangement is a mystery to me. I presume that the Canaries Trust was a separate independent initiative in 2002. Quite laudable in nature, which is why I am a member, but clearly not a substitute for the Shareholders Association.

If the Club had a Shareholders Association now, perhaps we would fully understand the issues behind the share issue?

All this chopping and changing seems to be mirrored in the Clubs approach to general supporter representation.

The question must be why does a Community Club struggle so much to achieve continuity in this context?

 

Edited January 30, 2023 by essex canary

[PurpleCanary 5,558]

14 minutes ago, essex canary said:

If the Club had a Shareholders Association now, perhaps we would fully understand the issues behind the share issue?

 

I doubt that.The likelihood is that what is happening is a takeover, or at the very least the acquisition of a significant minority holding, And in either case the consequential ending of S&J’s majority control. I can’t see that any of the major parties involved would want a shareholders’ group to be made aware of what was going on, and why.

[nutty nigel 7,534]

1 hour ago, essex canary said:

I wasn't a member of the Shareholders Association. I get the impression, though I am not certain, that they were a precursor of the Associate Directors Group. The reason why the Club moved from an arrangement that seemed to represent all Shareholders in favour of an elitist arrangement is a mystery to me. I presume that the Canaries Trust was a separate independent initiative in 2002. Quite laudable in nature, which is why I am a member, but clearly not a substitute for the Shareholders Association.

If the Club had a Shareholders Association now, perhaps we would fully understand the issues behind the share issue?

All this chopping and changing seems to be mirrored in the Clubs approach to general supporter representation.

The question must be why does a Community Club struggle so much to achieve continuity in this context?

 

I fear you will continue to struggle to find the right association to back you in all your struggles and would be better off as a 'lone wolf'. If in the future we have an Association of 'legacy shareholders' it will just be for a nostalgic jog down Memory Lane. 

[GenerationA47 752]

On 27/01/2023 at 10:40, nutty nigel said:

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

… and will finally be able to give up smoking 

[essex canary 496]

10 hours ago, nutty nigel said:

I fear you will continue to struggle to find the right association to back you in all your struggles and would be better off as a 'lone wolf'. If in the future we have an Association of 'legacy shareholders' it will just be for a nostalgic jog down Memory Lane. 

Which is why, aside from cost, a Supporters Trust owning shares would be better.

[Diane 500]

Is anyone going to the meeting, journos are only expecting it  to last for 10 mins or so, guess most have voted by post? 

Edited February 12, 2023 by Diane

[......and Smith must score. 1,343]

10 minutes ago, Diane said:

Is anyone going to the meeting, journos are only expecting to last for 10 mins or so

Surely they’ll be spotted before then ? ( wink )

[Diane 500]

2 hours ago, ......and Smith must score. said:

Surely they’ll be spotted before then ? ( wink )

Ive done a quick edit 🤣 are you going Smithy? 

Edited February 12, 2023 by Diane

[essex canary 496]

3 hours ago, Diane said:

Is anyone going to the meeting, journos are only expecting it  to last for 10 mins or so, guess most have voted by post? 

I advised Sam Hall to record me as an abstention based on insufficient contextual information to make a judgement bearing in mind, that based on the last meeting , the only questions they will answer are those concerning any lack of clarity of wording of the resolutions.

Edited February 12, 2023 by essex canary

[......and Smith must score. 1,343]

48 minutes ago, essex canary said:

I advised Sam Hall to record me as an abstention based on insufficient contextual information to make a judgement bearing in mind that based on the last meeting the only questions they will answer are those concerning any lack of clarity of wording of the resolutions.

Clarity of wording indeed…..

[......and Smith must score. 1,343]

1 hour ago, Diane said:

Ive done a quick edit 🤣 are you going Smithy? 

Can’t make it as I’m away Diane which is a pity as I think it could be a historic day for NCFC.

[GMF 742]

49 minutes ago, essex canary said:

I advised Sam Hall to record me as an abstention based on insufficient contextual information to make a judgement bearing in mind that based on the last meeting the only questions they will answer are those concerning any lack of clarity of wording of the resolutions.

Previously, the only options were to vote either in favour, or against the resolutions, with no option to abstain. You will undoubtedly be cast as voting against.

Given that the first resolution is a general resolution, therefore requiring a simple majority, it is a formality.

The only meaningful reason to resist the second resolution is that the allocation price is unknown.

[essex canary 496]

2 minutes ago, GMF said:

Previously, the only options were to vote either in favour, or against the resolutions, with no option to abstain. You will undoubtedly be cast as voting against.

Given that the first resolution is a general resolution, therefore requiring a simple majority, it is a formality.

The only meaningful reason to resist the second resolution is that the allocation price is unknown.

In principle I think we should be informed of the Plan and be able to fully understand it both from the Club"s perspective and our own perspective- a point which I have shared to no avail with Sam.

That should reasonably include knowing whether a premium attachs to the allocation price and whether that or a previous settlement price will be the determinant of a settlement to minority shareholders under the Takeover Code. Also if the latter how will the dilution be dealt with in practice ie. are we disadvantaged re MF or ANother?

In the absence of that information I think 'abstention' is a reasonable response and ought to be accommodated if being truly democratic. If I vote 'against' by default, I think that is unacceptable in principle and unfortunate. Then again it will be academic anyway.

If anyone attending wants to pick up these points, I am quite happy for them to do so. I won't be attending.

[PurpleCanary 5,558]

14 minutes ago, essex canary said:

In principle I think we should be informed of the Plan and be able to fully understand it both from the Club"s perspective and our own perspective- a point which I have shared to no avail with Sam.

That should reasonably include knowing whether a premium attachs to the allocation price and whether that or a previous settlement price will be the determinant of a settlement to minority shareholders under the Takeover Code. Also if the latter how will the dilution be dealt with in practice ie. are we disadvantaged re MF or ANother?

In the absence of that information I think 'abstention' is a reasonable response and ought to be accommodated if being truly democratic. If I vote 'against' by default, I think that is unacceptable in principle and unfortunate. Then again it will be academic anyway.

If anyone attending wants to pick up these points, I am quite happy for them to do so. I won't be attending.

I half agree. As to knowing what the plan is I would repeat what I said some time back:

"The likelihood is that what is happening is a takeover, or at the very least the acquisition of a significant minority holding, And in either case the consequential ending of S&J’s majority control. I can’t see that any of the major parties involved would want a shareholders’ group to be made aware of what was going on, and why."

The point being that while tomorrow's decisions  make some scenarios possible - or even probable - they do not of themselves make those scenarios inevitable.

But I agree that minority shareholders ought to know what is the price the club intends to ask for the new shares, in terms of how it compares to any previous prices Attanasio has paid, and so whether as such it will or will not constitute whatever he then has to offer, assuming he does hit the 30 per cent mark.

[essex canary 496]

13 minutes ago, PurpleCanary said:

I half agree. As to knowing what the plan is I would repeat what I said some time back:

"The likelihood is that what is happening is a takeover, or at the very least the acquisition of a significant minority holding, And in either case the consequential ending of S&J’s majority control. I can’t see that any of the major parties involved would want a shareholders’ group to be made aware of what was going on, and why."

The point being that while tomorrow's decisions  make some scenarios possible - or even probable - they do not of themselves make those scenarios inevitable.

But I agree that minority shareholders ought to know what is the price the club intends to ask for the new shares, in terms of how it compares to any previous prices Attanasio has paid, and so whether as such it will or will not constitute whatever he then has to offer, assuming he does hit the 30 per cent mark.

Thanks. Not sure about 'half' agree but I think your last paragraph is the substantive point.

There could be some information they could legitimately keep secret but not reasonably any that may materially impact upon any shareholders voting decision.

[wcorkcanary 4,334]

1 hour ago, essex canary said:

In principle I think we should be informed of the Plan and be able to fully understand it both from the Club"s perspective and our own perspective- a point which I have shared to no avail with Sam.

That should reasonably include knowing whether a premium attachs to the allocation price and whether that or a previous settlement price will be the determinant of a settlement to minority shareholders under the Takeover Code. Also if the latter how will the dilution be dealt with in practice ie. are we disadvantaged re MF or ANother?

In the absence of that information I think 'abstention' is a reasonable response and ought to be accommodated if being truly democratic. If I vote 'against' by default, I think that is unacceptable in principle and unfortunate. Then again it will be academic anyway.

If anyone attending wants to pick up these points, I am quite happy for them to do so. I won't be attending.

You will be sourly mised , of that you can be sure.

[chicken 2,624]

I for one just want this to get done... I'm sort of tired of Essex demanding nothing but pure transparency because "his shares"... urghhhh.

I mean I have never owned shares in anything, but even I know that most companies keep a lot of goings on behind closed doors - I worked for Bhs whilst at 6th form, if you know anything about that, you'd know that business tends to work in the shadows higher up. Absolutely nothing new there, or to be unexpected.

Giving away too much information could impact and influence other things. We've just come out of a transfer window - although no permanent signings were made an announcement of exactly what was going to happen, a deal seeing more money made available to the club, could impact on those deals. Considering we know many deals have been months in the making before, and we could be speaking to free agents, or players like Pukki, who's contract is running out, it makes sense to try and hold back that info for as long as possible.

You also keep going on about this transparency and relating it to "community club". Again, I feel this is incredibly naïve. We've gone over this before. But even charities play their cards close to their chest and they are funded by public generosity etc and rely upon the communities they work with and in.

Community in a title does not mean that they share information with everyone. Perhaps it is a principle and an ideal, but at this time it isn't synonymous and therefore it's just your view of what you would like to see as you are a shareholder.

As a member of the community that isn't, I don't care. Why would I? Who owns the club will never be something I can personally influence. I doubt I could even if I had a few shares. To that extent I don't see what your issue is, you don't own enough either. If you wanted to invest in shares to make money or get the inside scoop, I suspect you should have been warned that you'd be sorely disappointed. 

[PurpleCanary 5,558]

6 minutes ago, chicken said:

I for one just want this to get done... I'm sort of tired of Essex demanding nothing but pure transparency because "his shares"... urghhhh.

I mean I have never owned shares in anything, but even I know that most companies keep a lot of goings on behind closed doors - I worked for Bhs whilst at 6th form, if you know anything about that, you'd know that business tends to work in the shadows higher up. Absolutely nothing new there, or to be unexpected.

Giving away too much information could impact and influence other things. We've just come out of a transfer window - although no permanent signings were made an announcement of exactly what was going to happen, a deal seeing more money made available to the club, could impact on those deals. Considering we know many deals have been months in the making before, and we could be speaking to free agents, or players like Pukki, who's contract is running out, it makes sense to try and hold back that info for as long as possible.

You also keep going on about this transparency and relating it to "community club". Again, I feel this is incredibly naïve. We've gone over this before. But even charities play their cards close to their chest and they are funded by public generosity etc and rely upon the communities they work with and in.

Community in a title does not mean that they share information with everyone. Perhaps it is a principle and an ideal, but at this time it isn't synonymous and therefore it's just your view of what you would like to see as you are a shareholder.

As a member of the community that isn't, I don't care. Why would I? Who owns the club will never be something I can personally influence. I doubt I could even if I had a few shares. To that extent I don't see what your issue is, you don't own enough either. If you wanted to invest in shares to make money or get the inside scoop, I suspect you should have been warned that you'd be sorely disappointed. 

I agree with almost all of that, chicken. The novelty here is that this is the first time there has been a  potential (I stress "potential") change of ownership of the club  in public view, and in theory with a public vote, with minority shareholders having a valid interest in the outcome.

This is because the club/company only became a public limited company in 2002, and so then became subject to the Takeover Code; That was not the case when Chase in effect became the owner or ditto with Smith and Jones in the late 1990s. Those events didn't affect minority shareholders, of which ( declaring an interest) I am one among many.

So you have now an odd situation. In which initially most minority shareholders bought a few shares simply as a sentimental gesture and/or to boost the club's coffers, with zero thought of profit. But now there is the complication of a high-finance deal that could benefit or  adversely affect those   shareholders, whether they ever thought of profit or not.

In short the kind of problem/issue Essex is exercised by never really existed before, but now it does - for the first time - the reality is that neither he nor I, nor the vast number of other shareholders, have the slightest say in the outcome. Essex is in effect complaining that he now cannot influence the outcome of an event he never could in the past.

[wcorkcanary 4,334]

5 hours ago, PurpleCanary said:

Essex is in effect complaining that he now cannot influence the outcome of an event he never could in the past.

And therein lies the sheer self interest of the guy. He claims ' community'  and         '  transparency' but what he wants is privilege .. He bought  a few shares!! Whoopeee doo!! Which he can sell if he so wishes. Its not as if he Sponsored Walked from JohnoGroats to landsend and donated tbe proceeds to the Club , is it ?

[GMF 742]

Three observations in relation to the allocation price.

First, this is the first major allocation of ordinary shares since the early 2000’s and, unlike previous offerings, which were open to all, this one isn’t.

Second, it’s significant because it highly likely to take MA over the 30% threshold, which is important for reasons highlighted previously.

Third, once issued, the Club will have to announce via Companies House, both the number of shares allocated and their price. It does seem somewhat ironic their reluctance to announce the proposed price at the meeting, when they are legally obliged to do so immediately afterwards.

 

 

[BigFish 1,986]

2 hours ago, wcorkcanary said:

And therein lies the sheer self interest of the guy. He claims ' community'  and         '  transparency' but what he wants is privilege .. He bought  a few shares!! Whoopeee doo!! Which he can sell if he so wishes. Its not as if he Sponsored Walked from JohnoGroats to landsend and donated tbe proceeds to the Club , is it ?

You get a lot of this type on the fringes of AGMs of public companies. The ones who think owning a few shares entitles them to insist the company operates in certain ways and takes certain actions. All the while illustrating their impotence and wasting everyone's time. De jure being a shareholder gives you certain rights and protections. De facto, whether you have the legal firepower to enact these rights and protections is another matter. There tends to be a dualist struggle between the management interests and the ownership interests in most public companies, but in the case of NCFC this is effectively the same, but the majority owners are too polite or diplomatic to point this out. MA is likely to be less polite and want to close this noise down. Which is why when he is in a position to clear out the shareholding he probably will do.

[BigFish 1,986]

3 minutes ago, GMF said:

Third, once issued, the Club will have to announce via Companies House, both the number of shares allocated and their price. It does seem somewhat ironic their reluctance to announce the proposed price at the meeting, when they are legally obliged to do so immediately afterwards.

Might this indicate that the intention is not to issue these shares immediately and negotiations remain ongoing?

[essex canary 496]

Fair enough concerning symbolic shareholding in a sense. If buying shares in Southend United 20 years ago, no returns could be expected now as they can't pay their wage bill. Then again NCFC had an £8 million wage bill then and £118 million last season.

Whether we are better placed now than then in a football sense could still be a matter of debate.

Need to draw a line under it but given the generous rewards for bondholders for 20 months or so, why not for the small shareholders with 20 years?

[GMF 742]

2 minutes ago, BigFish said:

Might this indicate that the intention is not to issue these shares immediately and negotiations remain ongoing?

There’s a two week window to allocate them, although it can be extended. It’s effectively a done deal.

[Diane 500]

So is anyone going tonight ? 🤣

[PurpleCanary 5,558]

1 hour ago, BigFish said:

You get a lot of this type on the fringes of AGMs of public companies. The ones who think owning a few shares entitles them to insist the company operates in certain ways and takes certain actions. All the while illustrating their impotence and wasting everyone's time. De jure being a shareholder gives you certain rights and protections. De facto, whether you have the legal firepower to enact these rights and protections is another matter. There tends to be a dualist struggle between the management interests and the ownership interests in most public companies, but in the case of NCFC this is effectively the same, but the majority owners are too polite or diplomatic to point this out. MA is likely to be less polite and want to close this noise down. Which is why when he is in a position to clear out the shareholding he probably will do.

Yes indeed, BF. However I would draw a distinction between listed PLCs and non-listed PLCs. With the former, individuals who buy shares are usually doing it as a serious investment. And what they spend may for them be a significant part of their financial planning.

And there are also massive investments by pension funds and the like. So the Talkeover Code rules are really aimed at those kinds of investors, with companies having a fiduciary duty to behave fairly. Hence sometimes the kinds of shareholder activism you mention, and which is not always unjustified. 

But NCFC is a non-listed PLC. There are no massive pension-fund investors - actually no pension-fund investors at all - and I would guess that the vast majority of shareholders  had no thought of profit when they bought into the club. Sentiment and a desire to help a little bit in times of trouble being the main reasons.

So there is the odd situation where the club has a fiduciary duty of fairness to shareholders who in most cases almost certainly don't mind if they are treated unfairly! But as you say, this oddity may not exist for too much longer.