Attanasio = red herring

[littleyellowbirdie 2,595]

1 minute ago, BigFish said:

Can we stop calling it a "whitewash" waiver, as I understand it this has long be renamed a Rule 9 waiver? It triggers me everytime I see it. In addition, I haven't seen any expnantion or theory on why MA doesn't want to offer to the minority shareholders and I can't even guess. Does anyone have anything?

What's the point? If you have a controlling share, why spend money buying people out who can't influence anything?

[essex canary 506]

9 minutes ago, littleyellowbirdie said:

What's the point? If you have a controlling share, why spend money buying people out who can't influence anything?

It could be because that is what the rules say you need to do. Another reason could be that the number of shareholders are about one quarter of the average attendance and at the AGM he undertook not to let down the supporters.

[littleyellowbirdie 2,595]

2 minutes ago, essex canary said:

It could be because that is what the rules say you need to do. Another reason could be that the number of shareholders are about one quarter of the average attendance and at the AGM he undertook not to let down the supporters.

Have conditions been met to trigger the rule? Do fans actually want him to buy their shares or would they rather just hang on to them, in which case is he letting anyone down by not buying them?

Edited July 22, 2023 by littleyellowbirdie

[PurpleCanary 5,582]

9 minutes ago, BigFish said:

Can we stop calling it a "whitewash" waiver, as I understand it this has long be renamed a Rule 9 waiver? It triggers me everytime I see it. In addition, I haven't seen any expnantion or theory on why MA doesn't want to offer to the minority shareholders and I can't even guess. Does anyone have anything?

It is sometimes still commonly called that, I believe, BF, but I will be strictly formal from now on.😍As to why Attanasio wants such a waiver, he would be the best person to ask. But if the agreed aim is for the moment for him and S&J to have symbolically equal shareholdings then a waiver would be a necessity.

[essex canary 506]

On 14/07/2023 at 07:16, Indy said:

So by Essex view my brick which was bought in the south stand back  20 years ago should now be worth a hell of a lot more, I wonder if I should sell it back as technically it’s part of the south stand! 
I don’t get it, I want Norwich to be the best they can be and I’m not concerned about making any profits, I long believe that DS & MWJ once said the same after a heated meeting outside the Gunn club, if you could find another buyer they’re gladly sell the club without profit.

Foulger has indeed sold his lot, now over 12 months ago and for a fee both parties were happy with. What Foulger got is irrelevant in my mind.

So DS & MWJ didn't necessarily succeed in selling their principles to Foulger?

[essex canary 506]

1 minute ago, littleyellowbirdie said:

Have conditions been met to trigger the rule?

Maybe not but if that remains in the negative it will frustrate the new investment thereby creating the need to unlock the situation.

 

[PurpleCanary 5,582]

14 minutes ago, littleyellowbirdie said:

What's the point? If you have a controlling share, why spend money buying people out who can't influence anything?

As it stands Attanasio is not heading for a controlling share, although if he and S&J are in lockstep then their holdings combined would be controlling. Further on, Attanasio may pass the 50 per cent mark. if so then there is a view that he will want to take the company private, and for that he would probably want to buy out everyone else.

[Indy 3,317]

7 minutes ago, essex canary said:

So DS & MWJ didn't necessarily succeed in selling their principles to Foulger?

Foulger sold when the club were at a more attractive and better value to him, he agreed his price, you could have sold your shares at any point, three years ago in the premier league, you might have made some profit on your shares who knows! It’s business and now we move forwards with the club generally worth a lot less than back then!

If you wanted to make profit you should have invested in something else!

Edited July 22, 2023 by Indy

[......and Smith must score. 1,360]

5 minutes ago, essex canary said:

Maybe not but if that remains in the negative it will frustrate the new investment thereby creating the need to unlock the situation.

 

I think in accountant speak this means no.

[BigFish 1,988]

4 minutes ago, littleyellowbirdie said:

Have conditions been met to trigger the rule? Do fans actually want him to buy their shares or would they rather just hang on to them, in which case is he letting anyone down by not buying them?

Whether the minority shareholders want to sell or keep their shares is not the point. The law is they must have the choice under rule 9 unless there is a waiver. The threshold is unlikely to be met until the outcome of this decision is made. If the outcome is negative the process could be abandoned.

[PurpleCanary 5,582]

11 minutes ago, BigFish said:

Whether the minority shareholders want to sell or keep their shares is not the point. The law is they must have the choice under rule 9 unless there is a waiver. The threshold is unlikely to be met until the outcome of this decision is made. If the outcome is negative the process could be abandoned.

Indeed. Some fans will want to hold onto their shares and some will want to sell. I would not want to sell but if it came to it I would vote against a waiver, unless Attanasio put up a really compelling argument, because I believe fans should have the choice. And minority shareholders  having a choice is the default position of the Takeover Code.

[BigFish 1,988]

11 minutes ago, PurpleCanary said:

Indeed. Some fans will want to hold onto their shares and some will want to sell. I would not want to sell but if it came to it I would vote against a waiver, unless Attanasio put up a really compelling argument, because I believe fans should have the choice. And minority shareholders  having a choice is the default position of the Takeover Code.

A solution might be for S&J&MA to act in concert and hoover up the shares of those who want to sell on a 50/50 basis. Though I don't expect S&J increasing their holding would go down well or expect they would want to sink more cash into the club.

[Soldier on 168]

8 hours ago, PurpleCanary said:

An update, thanks to GMF kindly pointing me in the way of the Annual Report of the Takeover Panel, which summarises its duty to protect the rights of minority shareholders:

“The Code is designed principally to ensure that shareholders in an offeree company are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders in the offeree company of the same class are afforded equivalent treatment by an offeror.”

The report also says the Panel granted 41 Rule 9 whitewash waivers during the year. But it doesn’t say how many (if any) requests for waivers were either turned down or only granted after being amended. Nor how many were allowed because the target company was on the verge of going bust. That is a common reason but does not apply in our case.

We are now more than halfway through July and on Monday it will be 23 weeks since that meeting and that official prediction. Seemingly the self-contradictory club line to the local media is still that everything is going as planned but that events are out of its control. Plainly everything is not going as planned timewise, and the club seems to be trying to make it sound as if the out-of-its-controlness is something unexpected.

But if as seems the case the hold-up is because Attanasio wants a waiver so he doesn’t have to make an offer for the minority shareholdings then that hardly counts as unexpected. Or shouldn’t have been given that Attanasio and the club do indeed have outside advisers.

There has to be justification for depriving the minorities of the chance to sell up at a good price if they want to, and as said the going-bust argument is not applicable. Waivers don't just get waved through.

 

8 hours ago, PurpleCanary said:

An update, thanks to GMF kindly pointing me in the way of the Annual Report of the Takeover Panel, which summarises its duty to protect the rights of minority shareholders:

“The Code is designed principally to ensure that shareholders in an offeree company are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders in the offeree company of the same class are afforded equivalent treatment by an offeror.”

The report also says the Panel granted 41 Rule 9 whitewash waivers during the year. But it doesn’t say how many (if any) requests for waivers were either turned down or only granted after being amended. Nor how many were allowed because the target company was on the verge of going bust. That is a common reason but does not apply in our case.

We are now more than halfway through July and on Monday it will be 23 weeks since that meeting and that official prediction. Seemingly the self-contradictory club line to the local media is still that everything is going as planned but that events are out of its control. Plainly everything is not going as planned timewise, and the club seems to be trying to make it sound as if the out-of-its-controlness is something unexpected.

But if as seems the case the hold-up is because Attanasio wants a waiver so he doesn’t have to make an offer for the minority shareholdings then that hardly counts as unexpected. Or shouldn’t have been given that Attanasio and the club do indeed have outside advisers.

There has to be justification for depriving the minorities of the chance to sell up at a good price if they want to, and as said the going-bust argument is not applicable. Waivers don't just get waved through.

Still think it more likely Delia wants the waiver so MA doesn’t become majority shareholder more likely than MA doesn’t want to buy minority holdings. Any reason you are so sure it’s the other way round ?

[Midlands Yellow 4,081]

5 minutes ago, BigFish said:

A solution might be for S&J&MA to act in concert and hoover up the shares of those who want to sell on a 50/50 basis. Though I don't expect S&J increasing their holding would go down well or expect they would want to sink more cash into the club.

A better solution would be for S&J to step down. 

[essex canary 506]

38 minutes ago, BigFish said:

A solution might be for S&J&MA to act in concert and hoover up the shares of those who want to sell on a 50/50 basis. Though I don't expect S&J increasing their holding would go down well or expect they would want to sink more cash into the club.

There could be quite a big difference, including in demand, between £30 per share and £162 per share or anything in between.

[BigFish 1,988]

1 hour ago, Midlands Yellow said:

A better solution would be for S&J to step down. 

This is beyond you isn't it?

[Midlands Yellow 4,081]

2 minutes ago, BigFish said:

This is beyond you isn't it?

Don’t be like that BigFish. 

[Indy 3,317]

I don’t get this obsession with the share price set! Is it not now irrelevant what Foulger agreed? It’s over 12 months ago now.

Do we know for certain that the hold up is caused by this independent assessment or is that supposition too?

As some appear to allude to have more inside info of the ongoing issues I will leave that to them, but the truth will out eventually with an outcome.

Essex I’m at a loss at your constant one track thinking, surely you want what’s best for the club and if that means not making profit on shares is that really a problem?

[BigFish 1,988]

30 minutes ago, essex canary said:

There could be quite a big difference, including in demand, between £30 per share and £162 per share or anything in between.

True, but assuming there was no higher transaction price in the last 12 months, the price would be that at which the new shares  were issued. Then it would be "take it or leave it", fair, equitable, in-line with the takeover code and legal.

[Indy 3,317]

3 minutes ago, BigFish said:

True, but assuming there was no higher transaction price in the last 12 months, the price would be that at which the new shares  were issued. Then it would be "take it or leave it", fair, equitable, in-line with the takeover code and legal.

Do we know that price? I don’t, I know the previous ones he bought were set at £100 weren’t they? but that’s a different category and more an investment with return.

Won’t any shares now be discussed between two parties to the price set?

Edited July 22, 2023 by Indy

[BigFish 1,988]

3 minutes ago, Midlands Yellow said:

Don’t be like that BigFish. 

Fair enough, but idea that S&J just step down is not really a sensible one. Someone needs to ready, willing and able to buy the entire club for them to do that. MA doesn't appear to be in that position and there are no other offers on the table so they can't stand down. Whatever happens they will be majority owners and this will remain the case until someone has the money to change it.

[Indy 3,317]

1 minute ago, BigFish said:

Fair enough, but idea that S&J just step down is not really a sensible one. Someone needs to ready, willing and able to buy the entire club for them to do that. MA doesn't appear to be in that position and there are no other offers on the table so they can't stand down. Whatever happens they will be majority owners and this will remain the case until someone has the money to change it.

Do you know that for sure? MA isn’t in that position? Could it be they won’t step down?

[Midlands Yellow 4,081]

2 minutes ago, Indy said:

Do you know that for sure? MA isn’t in that position? Could it be they won’t step down?

Call me cynical but that’s the favourite option for me. 

[BigFish 1,988]

3 minutes ago, Indy said:

Do we know that price? I don’t, I know the previous ones he bought were set at £100 weren’t they? but that’s a different category and more an investment with return.

Won’t any shares now be discussed between two parties to the price set?

No I'm afraid, @Indy. That is what vexes @Essex Canary so much. Valuing football clubs is a debatable art rather than a science. It would need to be legally "reasonable" but ultimately it is what MA is willing to pay and the club is willing to accept. @GMF probably has a better idea of the "going rate" for share transactions but I suspect he would consider that confidential. What the Trust paid for the Archant shares is in the public domain but I forget the figure. I suspect though it is not what @Essex Canary would consider reasonable but as I understand it the administrator had problems selling those shares at any price.

[essex canary 506]

25 minutes ago, BigFish said:

True, but assuming there was no higher transaction price in the last 12 months, the price would be that at which the new shares  were issued. Then it would be "take it or leave it", fair, equitable, in-line with the takeover code and legal.

 Be that as it may. I am sure most people would like to know that that is at least as high as Foulger received if only for the fact that the other way round would indicate that there was potential for more investment in the Club that has been surrendered in favour of an ex-Director making a profit that S&J have implied is off limits.

[lake district canary 4,545]

Forgive me for not having read all the way through this thread, but didn't I hear Delia say that the Americans are learning the ropes about English football and are happy to be where they are at the moment?  They are learning off us and we are learning from them and their experience running a successful sports club - in other words it's a mutually beneficial situation.

So there is no need for wrangling over who has what shares, who will step down/step up/move over/move in etc etc....it just isn't like that. The americans may want to get more shares as time goes on, fair enough - if we are successful on the pitch it means their share value will go up and they will be winners in that situation.

DS/MJW will be benefitting from having such experienced and proven successful  advisers on the board - and the americans have an active role in the running of an English football club, something they clearly have been looking for.

Little risk there for either party, no big moves for DS/MJW - they apparently have no great desire to move out yet - the americans are happy with the situation without spending huge amounts and hopefully we all move on forwards together.

Simple, isn't it? 

[Midlands Yellow 4,081]

10 minutes ago, lake district canary said:

Forgive me for not having read all the way through this thread, but didn't I hear Delia say that the Americans are learning the ropes about English football and are happy to be where they are at the moment?  They are learning off us and we are learning from them and their experience running a successful sports club - in other words it's a mutually beneficial situation.

So there is no need for wrangling over who has what shares, who will step down/step up/move over/move in etc etc....it just isn't like that. The americans may want to get more shares as time goes on, fair enough - if we are successful on the pitch it means their share value will go up and they will be winners in that situation.

DS/MJW will be benefitting from having such experienced and proven successful  advisers on the board - and the americans have an active role in the running of an English football club, something they clearly have been looking for.

Little risk there for either party, no big moves for DS/MJW - they apparently have no great desire to move out yet - the americans are happy with the situation without spending huge amounts and hopefully we all move on forwards together.

Simple, isn't it? 

Fair points made, S&J have time on their side so what’s the rush. It’s only been fourteen months since our American friends showed up at Carrow Road so a few more years ain’t hurting anyone. 

Edited July 22, 2023 by Midlands Yellow

[PurpleCanary 5,582]

29 minutes ago, Midlands Yellow said:

Call me cynical but that’s the favourite option for me. 

I have noticed some posters have a habit of describing their views as being born out of cynicism, because it sounds sophisticated and informed, when often what’s on view is just fact-free knee-jerk miserabilism.

[Midlands Yellow 4,081]

7 minutes ago, PurpleCanary said:

I have noticed some posters have a habit of describing their views as being born out of cynicism, because it sounds sophisticated and informed, when often what’s on view is just fact-free knee-jerk miserabilism.

I’ve noticed some posters believe our wonderful board and owners are never to be questioned. I’m sure S&J are only still on the scene for unselfish reasons and not holding up progress in any way. 

 

[essex canary 506]

1 hour ago, Indy said:

I don’t get this obsession with the share price set! Is it not now irrelevant what Foulger agreed? It’s over 12 months ago now.

Do we know for certain that the hold up is caused by this independent assessment or is that supposition too?

As some appear to allude to have more inside info of the ongoing issues I will leave that to them, but the truth will out eventually with an outcome.

Essex I’m at a loss at your constant one track thinking, surely you want what’s best for the club and if that means not making profit on shares is that really a problem?

If time wasting occurs in a football match lots of injury time is added. Let's hope the same logic applies to the 12 month rule.

If the total number of shares in minority shares are taken into account the ratio between new money : other minorities : Foulger is broadly 40:40:20. It would therefore be a good idea if the money shakedown likewise. Some of the suggestions on here are likely to lead to 33:33:33 or perhaps worse.

I suspect that some maybe many of the members of the 1,000 share club have a similar wealth profile to Foulger. I am not.  Nonetheless you are quite right. I am in no desperate need and in being in receipt of my seat concession I could potentially decline it. What I really take exception too though is the Club expecting someone a generation behind me with a mortgage to be denied the same benefits as myself when they never agreed.