There is a deep malaise at the club and it starts at the top

[PurpleCanary 5,601]

2 hours ago, Jim Smith said:

I am referring to a scenario where the current majority shareholders are open to a change in overall control Purple. Perhaps “orthodox takeover” is the wrong phrase. Pretty much the only comment that came out of the club (via unofficial sources admittedly) when MA first came on the scene was that the owners were receptive to new investment but wanted to retain overall control. That may have changed but in my view if they were prepared to just step as aside and allow MA to take over this would be done by now. 

Jim, I like facts. The situation before Attanasio came on the scene was that S&J owned 53 per cent of the controlling Ordinary shares. That was 327,109 out of 617,000.

By all accounts the club, controlled by S&J, played a significant part in facilitating the sale of most or all of Foulger’s 98,000 shares to Attanasio. While not changing S&J’s percentage holding it gave Attanasio a 16 per cent holding.

The club, controlled by S&J, then created non-controlling C Preference shares for Attanasio to buy, with the potential option to turn them into controlling Ordinaries in the future.

The club, controlled by S&J, then authorised the creation of 194,000 controlling Ordinaries, the purchase of which in total by anyone would raise the number of such shares to 811,00 and reduce S&J’s stake to a minority 40 per cent.

And if Attanasio were to purchase most or all of those new shares that would raise his holding well above the 30 per cent level at which point he would be officially regarded as having launched a takeover, and would have to offer to buy everyone else’s.

The point there being that even if S&J did not then sell up Attanasio could still buy enough shares to have a majority. Aside from his holding of, say, 292,000 and S&J’s holding of 327,000 there would be roughly 200,000 shares he could sweep up to get comfortably past the new figure of 410,000 needed for control. And that is without taking into account the Ordinaries Attanasio might acquire by transforming his C Preference shares into Ordinaries.

In short, the club, controlled by S&J, has gone to a great deal of useless trouble to create a position in which S&J can lose control if S&J, who control, the club, have no intention of losing control.

[Jim Smith 2,365]

4 minutes ago, PurpleCanary said:

Jim, I like facts. The situation before Attanasio came on the scene was that S&J owned 53 per cent of the controlling Ordinary shares. That was 327,109 out of 617,000.

By all accounts the club, controlled by S&J, played a significant part in facilitating the sale of most or all of Foulger’s 98,000 shares to Attanasio. While not changing S&J’s percentage holding it gave Attanasio a 16 per cent holding.

The club, controlled by S&J, then created non-controlling C Preference shares for Attanasio to buy, with the potential option to turn them into controlling Ordinaries in the future.

The club, controlled by S&J, then authorised the creation of 194,000 controlling Ordinaries, the purchase of which in total by anyone would raise the number of such shares to 811,00 and reduce S&J’s stake to a minority 40 per cent.

And if Attanasio were to purchase most or all of those new shares that would raise his holding well above the 30 per cent level at which point he would be officially regarded as having launched a takeover, and would have to offer to buy everyone else’s.

The point there being that even if S&J did not then sell up Attanasio could still buy enough shares to have a majority. Aside from his holding of, say, 292,000 and S&J’s holding of 327,000 there would be roughly 200,000 shares he could sweep up to get comfortably past the new figure of 410,000 needed for control. And that is without taking into account the Ordinaries Attanasio might acquire by transforming his C Preference shares into Ordinaries.

In short, the club, controlled by S&J, has gone to a great deal of useless trouble to create a position in which S&J can lose control if S&J, who control, the club, have no intention of losing control.

I’m not saying they are refusing to cede control now, no doubt in part due to the state of the accounts when we don’t go up (although I do still have my doubts and I think their reluctance to do do is why this was not all done and dusted a year ago) but historically in my opinion that is what has been a block on meaningful investment at times that could and would have made more of a difference and enabled us to kick on.

The lack of resolution of the ownership position, coupled with Webbers screw ups and the pain of the recent relegations is 90% of why the atmosphere in the ground is so completely bereft of hope and enthusiasm. We need a fundamental change in order to revive that hope and enthusiasm in my opinion. Let us hope we get it this summer with new ownership.
 

 

[Indy 3,343]

1 hour ago, PurpleCanary said:

Jim, I like facts. The situation before Attanasio came on the scene was that S&J owned 53 per cent of the controlling Ordinary shares. That was 327,109 out of 617,000.

By all accounts the club, controlled by S&J, played a significant part in facilitating the sale of most or all of Foulger’s 98,000 shares to Attanasio. While not changing S&J’s percentage holding it gave Attanasio a 16 per cent holding.

The club, controlled by S&J, then created non-controlling C Preference shares for Attanasio to buy, with the potential option to turn them into controlling Ordinaries in the future.

The club, controlled by S&J, then authorised the creation of 194,000 controlling Ordinaries, the purchase of which in total by anyone would raise the number of such shares to 811,00 and reduce S&J’s stake to a minority 40 per cent.

And if Attanasio were to purchase most or all of those new shares that would raise his holding well above the 30 per cent level at which point he would be officially regarded as having launched a takeover, and would have to offer to buy everyone else’s.

The point there being that even if S&J did not then sell up Attanasio could still buy enough shares to have a majority. Aside from his holding of, say, 292,000 and S&J’s holding of 327,000 there would be roughly 200,000 shares he could sweep up to get comfortably past the new figure of 410,000 needed for control. And that is without taking into account the Ordinaries Attanasio might acquire by transforming his C Preference shares into Ordinaries.

In short, the club, controlled by S&J, has gone to a great deal of useless trouble to create a position in which S&J can lose control if S&J, who control, the club, have no intention of losing control.

Sorry purple but these Cat C shares, who is selling them and has the final say where they are sold to? Additionally do these shares carry the same weight as the other shares,  as Cat C shares? Just asking as you’re obviously in the loop as you know the inner working of what’s going on behind the scenes. 

Edited April 3, 2023 by Indy

[nutty nigel 7,660]

This is just making wild assumptions in.order to blame Michael and Delia every time there's disappointment. During good seasons there's just silence on the subject.

Who is it they've turned away and how would we have been better if they hadn't?

 

[PurpleCanary 5,601]

15 minutes ago, Indy said:

Sorry purple but these Cat C shares, who is selling them and has the final say where they are sold to? Additionally do these shares carry the same weight as the other shares,  as Cat C shares? Just asking as you’re obviously in the loop as you know the inner working of what’s going on behind the scenes. 

Attanasio paid £10m for 10m newly created C Preference shares a while back. That represents the first time he has put money into the club. These shares don't help in terms of control of the club, but under some future circumstances they can be converted into Ordinary shares, which do count as far as control goes.

Glad it seems as if I am in the loop, Indy, but not so. If i was I would know what the exact position is with the nearly 200,000 new Ordinaries and why such a specifically weird number was chosen...🤩

[nutty nigel 7,660]

1 hour ago, Jim Smith said:

I don’t blame Delia for everything (Webber is just as culpable for the current malaise on the pitch). My argument has always been they wouldn’t accept any investment that saw them lose control which restricted hugely any opportunities for investment, if indeed they were ever prepared to listen to them in the first place. The latter may be changing now out of necessity (about 5 years too late) but even then it is typical that it is all so slow and my view is that is linked to how it needs to be done. 

You always appear to blame Delia. I suspect there's a reason for that and the fact that you rarely post about anything else.

[Indy 3,343]

25 minutes ago, PurpleCanary said:

Attanasio paid £10m for 10m newly created C Preference shares a while back. That represents the first time he has put money into the club. These shares don't help in terms of control of the club, but under some future circumstances they can be converted into Ordinary shares, which do count as far as control goes.

Glad it seems as if I am in the loop, Indy, but not so. If i was I would know what the exact position is with the nearly 200,000 new Ordinaries and why such a specifically weird number was chosen...🤩

That’s what I thought,but the Foulger shares were they not Cat A shares? So as far as I can see, Attanasio has no way of pushing for control until Delia & MWJ are ready to restructure things? As I said this season was like a gamble for both parties, promotion means the clubs value must be higher than staying down with debt and one season of parachute money. It’s going to be a fun summer to see where we are come August. Thanks for the conformation Purple, something tells me you have a link into the club ……. 🙂

[PurpleCanary 5,601]

11 minutes ago, Indy said:

That’s what I thought,but the Foulger shares were they not Cat A shares? So as far as I can see, Attanasio has no way of pushing for control until Delia & MWJ are ready to restructure things? As I said this season was like a gamble for both parties, promotion means the clubs value must be higher than staying down with debt and one season of parachute money. It’s going to be a fun summer to see where we are come August. Thanks for the conformation Purple, something tells me you have a link into the club ……. 🙂

The Foulger/now Attanasio shares are controlling Ordinaries. There are also non-controlling A Preference and B Preference and now C Preference shares.

Indy if I keep on denying I have an in-the-loop link with the club you will just take that as confirmation that I absolutely do, so I will stop denying it...🤩

[Indy 3,343]

10 minutes ago, PurpleCanary said:

The Foulger/now Attanasio shares are controlling Ordinaries. There are also non-controlling A Preference and B Preference and now C Preference shares.

Indy if I keep on denying I have an in-the-loop link with the club you will just take that as confirmation that I absolutely do, so I will stop denying it...🤩

I was lucky enough to have a couple of contacts one a friend who worked there back a few years back (Worthy & Doncaster days) so I was privy to some goings on back then not common knowledge at the time. Was interesting conversation I even got a little ticking off from Joe once for posting something of delicate nature at the time on the main club forum! So I believe you when you say you don’t have or when you say you do have…….. it’s irrelevant really but you’re certainly knowledgeable and confirm some things fr us and I thank you for that.

One more question the cat C shares at £10 million are these the ones still to be bought or have they been bought by Attanasio? If he buys these I assume the money will go into the clubs coffers to shore up the challenging financial position should we not gain promotion? If I was Attanasio I’d wait till May and rather than buy £10 million pounds worth of cat C shares use it in an aggressive buy out on the cheap, would that be the more prudent thing to do if the club finds itself in a precarious position? Just asking.

Edited April 3, 2023 by Indy

[PurpleCanary 5,601]

19 minutes ago, Indy said:

I was lucky enough to have a couple of contacts one a friend who worked there back a few years back (Worthy & Doncaster days) so I was privy to some goings on back then not common knowledge at the time. Was interesting conversation I even got a little ticking off from Joe once for posting something of delicate nature at the time on the main club forum! So I believe you when you say you don’t have or when you say you do have…….. it’s irrelevant really but you’re certainly knowledgeable and confirm some things fr us and I thank you for that.

One more question the cat C shares at £10 million are these the ones still to be bought or have they been bought by Attanasio? If he buys these I assume the money will go into the clubs coffers to shore up the challenging financial position should we not gain promotion? If I was Attanasio I’d wait till May and rather than buy £10 million pounds worth of cat C shares use it in an aggressive buy out on the cheap, would that be the more prudent thing to do if the club finds itself in a precarious position? Just asking.

Indy, you realise I normally charge eye-watering high fees for answering questions like these?! Attanasio has bought the 10m C Preference shares at £1 a share and that £10m has gone into the club coffers. This was a new category of Preference shares in effect created for Attanasio alone to buy.

[BigFish 1,988]

1 hour ago, nutty nigel said:

You always appear to blame Delia. I suspect there's a reason for that and the fact that you rarely post about anything else.

Thing is @Jim Smith doesn't really like football and probably doesn't like women, particularly in positions of authority, but clearly very much likes the sound of his own voice.

[Indy 3,343]

16 minutes ago, PurpleCanary said:

Indy, you realise I normally charge eye-watering high fees for answering questions like these?! Attanasio has bought the 10m C Preference shares at £1 a share and that £10m has gone into the club coffers. This was a new category of Preference shares in effect created for Attanasio alone to buy.

There's me thinking I can jump in and buy them! :-) Thanks Purple, top man.

[essex canary 515]

3 hours ago, PurpleCanary said:

Jim, I like facts. 

By all accounts the club, controlled by S&J, played a significant part in facilitating the sale of most or all of Foulger’s 98,000 shares to Attanasio. While not changing S&J’s percentage holding it gave Attanasio a 16 per cent holding.

 

Given the quote above it is a little bit puzzling then, bearing in mind such considerations as the fiduciary duty to care of shareholders, as to how the transaction between 2 current Directors of the Football Club could be deemed 'private'?

Of course that Fiduciary Duty of Care is a responsibility of all Board Members which now includes one half of the Webber duo. I wonder if said individual is such a safe pair of hands as doubtless Neil Doncaster would have been in the circumstances?

On the playing front perhaps I am not too alarmed about treading a similar path as Middlesbrough and Blackburn in the next few years. Equally I am thinking that the Webber family income isn't sustainable in that event.

[essex canary 515]

19 minutes ago, Indy said:

There's me thinking I can jump in and buy them! 🙂 Thanks Purple, top man.

An entirely reasonable point considering that when the 2002 cohort bought their shares the interest bearing ones (B preference) could only be bought up to the same ceiling as the non interest bearing Ordinaries. In other words 50:50. Subsequent inheritors haven't even had that option.

It matter of interpretation perhaps as to whether that could be seen as a Fiduciary Duty of Care issue?

[GMF 757]

7 minutes ago, essex canary said:

An entirely reasonable point considering that when the 2002 cohort bought their shares the interest bearing ones (B preference) could only be bought up to the same ceiling as the non interest bearing Ordinaries. In other words 50:50. Subsequent inheritors haven't even had that option.

It matter of interpretation perhaps as to whether that could be seen as a Fiduciary Duty of Care issue?

I’m afraid that it’s not an entirely reasonable point at all. The 2002 issue was a public offering, free to all to subscribe, whether an existing shareholder or not.

In comparison, both the c-preference allotment and the most recent proposed ordinary allotment, both saw shareholders pre-approve a resolution at a general meeting, waiving their pre-exemption right to participate in the process.

Yes, given the existing share holding structure, an objection would have been difficult, albeit not impossible, but there can be no grounds to complain in the circumstances.

[BurwellCanary 219]

2 hours ago, nutty nigel said:

You always appear to blame Delia. I suspect there's a reason for that and the fact that you rarely post about anything else.

Perhaps he tried one of her recipies and it didn't quite work out as expected

[essex canary 515]

12 minutes ago, GMF said:

I’m afraid that it’s not an entirely reasonable point at all. The 2002 issue was a public offering, free to all to subscribe, whether an existing shareholder or not.

In comparison, both the c-preference allotment and the most recent proposed ordinary allotment, both saw shareholders pre-approve a resolution at a general meeting, waiving their pre-exemption right to participate in the process.

Yes, given the existing share holding structure, an objection would have been difficult, albeit not impossible, but there can be no grounds to complain in the circumstances.

This area is a minefield so doubtless that is a position that could be put forward as a defence in context albeit the last paragraph says it all in essence.

Do you have a defence for my response to @PurpleCanary. That one seems a little more challenging given it would appear that other Directors including ones who earn a living from Company Resources may have spent time in negotiating this 'private' transaction.

Note now that MF will benefit from a higher CGT personal tax allowance on his disposal than is available to anyone else impacted. 

[shefcanary 2,503]

13 minutes ago, GMF said:

I’m afraid that it’s not an entirely reasonable point at all. The 2002 issue was a public offering, free to all to subscribe, whether an existing shareholder or not.

In comparison, both the c-preference allotment and the most recent proposed ordinary allotment, both saw shareholders pre-approve a resolution at a general meeting, waiving their pre-exemption right to participate in the process.

Yes, given the existing share holding structure, an objection would have been difficult, albeit not impossible, but there can be no grounds to complain in the circumstances.

Devil's advocate here:

I think most ordinary shareholders voting for both the creation of the C Prefs, as well as for the allotment of the 194,812 shares did so on the expectation that this was all to enable Attanasio to complete his takeover. Whilst one could counter argue that there has never been a clear explanation of what the exact plan was as well except what was written into the notices of both meetings and the contents of the motions we voted on.

However what was also spelt out was that in the notice for the latter meeting, the Board said further details of what was planned would be revealed at that meeting. This did not happen. It is now two months since that meeting and nothing further has been revealed. In my employment career I advised on several complicated corporate financial deals and not once did it involve the same period of time between a key general meeting being held and the business of that meeting to be announced as having resulted in something tangible. 

So, did something go awry between the notice of the second meeting and it taking place? Did the meeting progress just as a formality given that there was a deadline that could allow the action to fall away? Did potentially whatever happened before this second meeting thus mean that the Board were unable to go through with their plans to reveal more detail of what was going on? Thus the whole Attanasio deal has hit the rocks? 

NB: I'm not saying the above is true, but something is not quite adding up to the rosy picture that I as much as anyone else was guilty of portraying at the time of the second meeting. What is true is that in a vacuum rumours can be created. For example some people have stated on here that the proposed allotment was purely to allow Smith & Jones to strengthen their position! All we have heard is Nephew Tom's statement to the Canaries Trust that Attanasio has provided some excellent advice to the Board, plus some off the record from local journalists who all say that the deal is still progressing but that it is a very complicated deal. As I've said I've been involved in some very complicated financial deals which took a matter of days to complete, not months!

Sure Nutty I'm impatient, which given my age is perhaps showing a lack of wisdom gained, but whatever is happening in the background despite what Wagner et al say, it is affecting things on the pitch and the decisions that players are getting close to having to make. The absence of the promised statement at the second meeting has killed this season, and is preventing Wagner to really get to start his work at Colney. All things are connected, but somewhere the Board has lost the connection with the rest of the "club".

[essex canary 515]

45 minutes ago, GMF said:

I’m afraid that it’s not an entirely reasonable point at all. The 2002 issue was a public offering, free to all to subscribe, whether an existing shareholder or not.

In comparison, both the c-preference allotment and the most recent proposed ordinary allotment, both saw shareholders pre-approve a resolution at a general meeting, waiving their pre-exemption right to participate in the process.

Yes, given the existing share holding structure, an objection would have been difficult, albeit not impossible, but there can be no grounds to complain in the circumstances.

As a further thought on this issue it breaks 2 club precedents. As such the proper way to have done it would have been to have consulted through the Shareholders Association ( if we had one as we ought to) and state intentions and invite comments. I have no doubt they would have gone ahead albeit there may have been other modifications applied at that point in deference to shareholder comments and greater knowledge of the overall plan. 

I am 100% in agreement with @shefcanary 's subsequent post. It seems like ineptitude all the way down the line.

[GMF 757]

31 minutes ago, essex canary said:

This area is a minefield so doubtless that is a position that could be put forward as a defence in context albeit the last paragraph says it all in essence.

Do you have a defence for my response to @PurpleCanary. That one seems a little more challenging given it would appear that other Directors including ones who earn a living from Company Resources may have spent time in negotiating this 'private' transaction.

Note now that MF will benefit from a higher CGT personal tax allowance on his disposal than is available to anyone else impacted. 

I don’t have to defend anything. The sale of MF’s shares is a private matter, which, by the way, also resulted in a £10m capital injection, in case that’s passed you by.

Second, whilst I’m not sure what your angle is on the CGT position, bear in mind that he’s only had a beneficial interest in the vast majority of the shares, rather than the legal interest, for a number of years. There’s a reason for that, almost certainly due to taxation reasons. That probably means your point isn’t relevant.

[wcorkcanary 4,355]

7 minutes ago, GMF said:

That probably means your point isn’t relevant.

I think you may have summed up nearly every point he's ever tried to make.

[GMF 757]

@shefcanary the only error (and I’m not even sure if that’s the right word in this context) was the reference to a two week time period to allot the shares.

That got everyone excited, including me, that it was a done deal. However, as indicated in the Club’s post meeting announcement, the regulatory process is clearly taking a lot longer than anticipated.

We can all speculate why this might be so, some with doomsday predictions.

Irrespective, a right to allot the shares is exactly that, until such time as it’s either exercised, or not.

[PurpleCanary 5,601]

41 minutes ago, shefcanary said:

Devil's advocate here:

I think most ordinary shareholders voting for both the creation of the C Prefs, as well as for the allotment of the 194,812 shares did so on the expectation that this was all to enable Attanasio to complete his takeover. Whilst one could counter argue that there has never been a clear explanation of what the exact plan was as well except what was written into the notices of both meetings and the contents of the motions we voted on.

However what was also spelt out was that in the notice for the latter meeting, the Board said further details of what was planned would be revealed at that meeting. This did not happen. It is now two months since that meeting and nothing further has been revealed. In my employment career I advised on several complicated corporate financial deals and not once did it involve the same period of time between a key general meeting being held and the business of that meeting to be announced as having resulted in something tangible. 

So, did something go awry between the notice of the second meeting and it taking place? Did the meeting progress just as a formality given that there was a deadline that could allow the action to fall away? Did potentially whatever happened before this second meeting thus mean that the Board were unable to go through with their plans to reveal more detail of what was going on? Thus the whole Attanasio deal has hit the rocks? 

NB: I'm not saying the above is true, but something is not quite adding up to the rosy picture that I as much as anyone else was guilty of portraying at the time of the second meeting. What is true is that in a vacuum rumours can be created. For example some people have stated on here that the proposed allotment was purely to allow Smith & Jones to strengthen their position! All we have heard is Nephew Tom's statement to the Canaries Trust that Attanasio has provided some excellent advice to the Board, plus some off the record from local journalists who all say that the deal is still progressing but that it is a very complicated deal. As I've said I've been involved in some very complicated financial deals which took a matter of days to complete, not months!

Sure Nutty I'm impatient, which given my age is perhaps showing a lack of wisdom gained, but whatever is happening in the background despite what Wagner et al say, it is affecting things on the pitch and the decisions that players are getting close to having to make. The absence of the promised statement at the second meeting has killed this season, and is preventing Wagner to really get to start his work at Colney. All things are connected, but somewhere the Board has lost the connection with the rest of the "club".

Shef, with respect I don't think you're quite right about this. What was said was this in the notice for the creation of new Ordinaries was this:

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

"Further information" is a bland and nebulous phrase that could mean anything but I didn't expect the club to actually say what the grand plan was. I can't see what the benefit would be to the club to reveal all, especially since if anything it would be Attanasio's role to do that. I believe you read too much into that statement.

And shortly afterwards Zoe Webber said this: "Most of our supporters will be aware of a shareholder meeting on February 13 and we are currently working through the legal and regulatory process before we can provide an update. There were two resolutions on the night, with shareholders voting to allow the board to issue 194,512 new shares in the club. Although we do not have a timeframe to be able to provide further information, we always act with the best interests of Norwich City."

So i don't see the lack of any early update - certainly the lack of any early update that would actually explain the big picture -  as indicative of anything having gone wrong. But I do think the time gap is interesting, and might start to look worrying.

[essex canary 515]

28 minutes ago, GMF said:

I don’t have to defend anything. The sale of MF’s shares is a private matter, which, by the way, also resulted in a £10m capital injection, in case that’s passed you by.

Second, whilst I’m not sure what your angle is on the CGT position, bear in mind that he’s only had a beneficial interest in the vast majority of the shares, rather than the legal interest, for a number of years. There’s a reason for that, almost certainly due to taxation reasons. That probably means your point isn’t relevant.

You don't have to defend anything but it would be best practice if the Club brought all professional perspectives into play instead of using creative language and stifling engagement.

The £10 million is a 'creditor' with an attendant servicing cost. That is the correct English Language description.

Page 38 of the 2022 Annual Report says that Foulger owned 18,200 shares at the Balance Sheet date as against 98,200 in the 2021 Annual Report. In neither instance is there any qualifying comment on the nature of ownership. How therefore do I know what you state is correct? Shouldn't the Club itself be completely Transparent on this matter?

[essex canary 515]

2 minutes ago, PurpleCanary said:

Shef, with respect I don't think you're quite right about this. What was said was this in the notice for the creation of new Ordinaries was this:

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

"Further information" is a bland and nebulous phrase that could mean anything but I didn't expect the club to actually say what the grand plan was. I can't see what the benefit would be to the club to reveal all, especially since if anything it would be Attanasio's role to do that. I believe you read too much into that statement.

And shortly afterwards Zoe Webber said this: "Most of our supporters will be aware of a shareholder meeting on February 13 and we are currently working through the legal and regulatory process before we can provide an update. There were two resolutions on the night, with shareholders voting to allow the board to issue 194,512 new shares in the club. Although we do not have a timeframe to be able to provide further information, we always act with the best interests of Norwich City."

So i don't see the lack of any early update - certainly the lack of any early update that would actually explain the big picture -  as indicative of anything having gone wrong. But I do think the time gap is interesting, and might start to look worrying.

Maybe again an English Language interpretation but 'once the formal business is completed' effectively means to follow in close proximity to, which has not happened. To subsequently state that there is no time frame comes across as completely contradictory.

Is that a reasonable interpretation of the English Language?

[GMF 757]

6 minutes ago, essex canary said:

Page 38 of the 2022 Annual Report says that Foulger owned 18,200 shares at the Balance Sheet date as against 98,200 in the 2021 Annual Report. In neither instance is there any qualifying comment on the nature of ownership. How therefore do I know what you state is correct? Shouldn't the Club itself be completely Transparent on this matter?

No so. Read the wording under the Directors heading.

[nutty nigel 7,660]

1 hour ago, shefcanary said:

Devil's advocate here:

I think most ordinary shareholders voting for both the creation of the C Prefs, as well as for the allotment of the 194,812 shares did so on the expectation that this was all to enable Attanasio to complete his takeover. Whilst one could counter argue that there has never been a clear explanation of what the exact plan was as well except what was written into the notices of both meetings and the contents of the motions we voted on.

However what was also spelt out was that in the notice for the latter meeting, the Board said further details of what was planned would be revealed at that meeting. This did not happen. It is now two months since that meeting and nothing further has been revealed. In my employment career I advised on several complicated corporate financial deals and not once did it involve the same period of time between a key general meeting being held and the business of that meeting to be announced as having resulted in something tangible. 

So, did something go awry between the notice of the second meeting and it taking place? Did the meeting progress just as a formality given that there was a deadline that could allow the action to fall away? Did potentially whatever happened before this second meeting thus mean that the Board were unable to go through with their plans to reveal more detail of what was going on? Thus the whole Attanasio deal has hit the rocks? 

NB: I'm not saying the above is true, but something is not quite adding up to the rosy picture that I as much as anyone else was guilty of portraying at the time of the second meeting. What is true is that in a vacuum rumours can be created. For example some people have stated on here that the proposed allotment was purely to allow Smith & Jones to strengthen their position! All we have heard is Nephew Tom's statement to the Canaries Trust that Attanasio has provided some excellent advice to the Board, plus some off the record from local journalists who all say that the deal is still progressing but that it is a very complicated deal. As I've said I've been involved in some very complicated financial deals which took a matter of days to complete, not months!

Sure Nutty I'm impatient, which given my age is perhaps showing a lack of wisdom gained, but whatever is happening in the background despite what Wagner et al say, it is affecting things on the pitch and the decisions that players are getting close to having to make. The absence of the promised statement at the second meeting has killed this season, and is preventing Wagner to really get to start his work at Colney. All things are connected, but somewhere the Board has lost the connection with the rest of the "club".

I think the decisions on players have already been made. Just not made public. Which they don't need to be. It's a frustration that we don't find out what those decisions are until the right time I guess.

[PurpleCanary 5,601]

12 minutes ago, essex canary said:

Maybe again an English Language interpretation but 'once the formal business is completed' effectively means to follow in close proximity to, which has not happened. To subsequently state that there is no time frame comes across as completely contradictory.

Is that a reasonable interpretation of the English Language?

I don't disagree but that is subsidiary to the point I was making, which was what kind of new information the club was promiing to give rather than the timing of such an announcement.

Edited April 3, 2023 by PurpleCanary

[JuanVelasco 27]

5 hours ago, PurpleCanary said:

Jim, I like facts. The situation before Attanasio came on the scene was that S&J owned 53 per cent of the controlling Ordinary shares. That was 327,109 out of 617,000.

By all accounts the club, controlled by S&J, played a significant part in facilitating the sale of most or all of Foulger’s 98,000 shares to Attanasio. While not changing S&J’s percentage holding it gave Attanasio a 16 per cent holding.

The club, controlled by S&J, then created non-controlling C Preference shares for Attanasio to buy, with the potential option to turn them into controlling Ordinaries in the future.

The club, controlled by S&J, then authorised the creation of 194,000 controlling Ordinaries, the purchase of which in total by anyone would raise the number of such shares to 811,00 and reduce S&J’s stake to a minority 40 per cent.

And if Attanasio were to purchase most or all of those new shares that would raise his holding well above the 30 per cent level at which point he would be officially regarded as having launched a takeover, and would have to offer to buy everyone else’s.

The point there being that even if S&J did not then sell up Attanasio could still buy enough shares to have a majority. Aside from his holding of, say, 292,000 and S&J’s holding of 327,000 there would be roughly 200,000 shares he could sweep up to get comfortably past the new figure of 410,000 needed for control. And that is without taking into account the Ordinaries Attanasio might acquire by transforming his C Preference shares into Ordinaries.

In short, the club, controlled by S&J, has gone to a great deal of useless trouble to create a position in which S&J can lose control if S&J, who control, the club, have no intention of losing control.

I haven't paid a great deal of attention to all of this, but there is a way to waive the obligation for a mandatory offer (whitewash procedure), if 50% of the shareholders* approve a resolution at a general meeting to approve a waiver.

There is also a 2% margin exemption which means he can essentially get up to 32% and is given a years grace to dispose of the additional shares before a takeover is triggered, if he doesn't use the shares to exercise voting rights in that period, which essentially means he could get to 31.9% and then wait a year before either disposing of 2% or triggering his takeover.

*I take 50% of shareholders to mean owners of 50%+ of shares, which right now could just consist of Delia and hubby.

I take it that no such waiver was voted on at that same AGM which approved the creation of new shares? 

Edited April 3, 2023 by JuanVelasco

[shefcanary 2,503]

43 minutes ago, PurpleCanary said:

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

So i don't see the lack of any early update - certainly the lack of any early update that would actually explain the big picture -  as indicative of anything having gone wrong. But I do think the time gap is interesting, and might start to look worrying.

Fair do's, me getting excited again and reading too much into their words! But this two months time passing is interesting. I do think it is still unsettling for all at the club, not just us fans watching from the sidelines.

But there again The Blades are in a similar position and they beat us on Saturday. Their issue is EFL confirming Dozy n Boozy is a fit and proper person (or whatever the test is) to complete his takeover there? Is this review blocking, say, a similar review of Attanasio?