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Dean Coneys boots

Attanasio = red herring

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3 hours ago, Soldier on said:

 

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 ?

Sorry, but I’m afraid that this presumption is wrong. D&M already had a majority shareholding when the club converted from a private to a public limited company in 2002.

The trigger event for the code becoming relevant now is A N Other shareholder (let’s presume, hypothetically, that they have the initials MA) reaching a shareholding of 30% in the current share capital. That’s the tipping point for the code becoming relevant, not the wish of D&M.

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3 hours ago, PurpleCanary said:

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.

This is where I’m going to, reluctantly, disagree with you @PurpleCanary.

If the proposal really is, hypothetically, parity, by issuing 194,512 new shares, then there’s the normal way to do that.

Namely, calculate the exact number of shares that they need to be allotted to reach the 30% threshold (at which point the requirement to make an offer to minorities becomes mandatory, presuming that they are prepared to follow the Code), then make your offer to the minorities, and cross your fingers that those who actually take up the offer doesn’t exceed the number that would exceed parity, presuming that is actually the intended objective.

So, how many shares does MA currently have? That’s the $64,000 question!

Maybe it’s 132,797.

Pure guesswork?

Well, maybe not, because D&M have 327,309 (if you include those on loan) and 132,797 + 194,512 (the number proposed to be allotted) would equal 327,309.

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2 minutes ago, GMF said:

Sorry, but I’m afraid that this presumption is wrong. D&M already had a majority shareholding when the club converted from a private to a public limited company in 2002.

The trigger event for the code becoming relevant now is A N Other shareholder (let’s presume, hypothetically, that they have the initials MA) reaching a shareholding of 30% in the current share capital. That’s the tipping point for the code becoming relevant, not the wish of D&M.

Thanks GMF, we’ve talked this to death, reality from your fantastic contribution (purple too) is we are in a transition at owner level, MA is invested now, he bought out Foulger, naught a seat on the board and invested / loaned the club 10 million too.

The club has raised the prospect of offering an additional (nearly) 200,000 shares to allow, we believe to be MA, (but in reality if other parties are interested could buy these) for a negotiated price as no set precedent set on the current price. Thus legal teams from both sides are now in communication to thrash out a way forward. Once this process has been completed then the legalities tied to minority share holders will be set into action. If no agreement is reached the additional shares can be withdrawn and the current situation carries on till other events happen in the future!

We can all sit back, talk about it on here and be amicable, the personal views of those involved is something none of us know and should be kept out of this debate as we really don’t know!

Again for me I’d love to see a new owner, I believe we need it as a club, we need to think of future expansion or a move to a bigger stadium, we need to encourage the next generation into our club and we need to make it a place we want to attend every game!

Lastly I don’t really know anyone else bar Essex who wants anything but the best for our club and I’ve never expected any return on my investments into this club in the past, I feel it’s always been my community I live in and want to be part of. Not on match days anymore as I’ve done that for forty years and I’ve moved my Saturdays to do other things. But I still attend games when I can and follow the club with support to charity events in on this forum. It’s a choice not a profit maker for me!

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2 hours ago, BigFish said:

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.

I’m happy to be corrected on this, but I believe that the relevant price is the highest price paid by the buyer in the previous year, at the moment they reaches the 30% threshold , rather than the highest price paid by any shareholder in the previous year. 

Edited by GMF
Typo

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7 minutes ago, GMF said:

I’m happy to be corrected on this, but I believe that the relevant price is the highest price paid by the buyer who reaches the 30% threshold in the previous year, rather than the highest price paid by any shareholder in the previous year. 

I think we have had a few say this GMF. That’s why I believe the process is taking longer, the club’s valuation in its current form is open to both parties! But again only my supposition!

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32 minutes ago, Indy said:

I think we have had a few say this GMF. That’s why I believe the process is taking longer, the club’s valuation in its current form is open to both parties! But again only my supposition!

The Club’s valuation is likely to be irrelevant, unless they want to allot the new shares at a price that the Takeover panel considers to be lower than paid by the buyer in the previous year, especially if they (the Club) want the waiver without a significant offer to minorities first.

Personally, I think (as I’ve said before) the allotment price for the new shares, if it actually happens, is highly likely to be higher than the initial purchase price paid by MA to MF, plus other minority shareholders, last September. 

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13 minutes ago, GMF said:

The Club’s valuation is likely to be irrelevant, unless they want to allot the new shares at a price that the Takeover panel considers to be lower than paid by the buyer in the previous year, especially if they (the Club) want the waiver without a significant offer to minorities first.

Personally, I think (as I’ve said before) the allotment price for the new shares, if it actually happens, is highly likely to be higher than the initial purchase price paid by MA to MF, plus other minority shareholders, last September. 

So let’s suppose that the new shares are agreed at £25 each, taking the ownership over 30% then the rest will be be set by the panel at £25?

These new shares are not part of the panel process are they as the panel is only implementing a firm takeover, if I’m correct?

So the sticking point is this new share allocation price?

I cannot see MA advisory team paying more as the entire club is vastly less value than it was then….

Edited by Indy

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1 hour ago, GMF said:

I’m happy to be corrected on this, but I believe that the relevant price is the highest price paid by the buyer in the previous year, at the moment they reaches the 30% threshold , rather than the highest price paid by any shareholder in the previous year. 

That is my undersatnding @GMF, if I have given a diffent impression that is clumsy phrasing on my behalf.

32 minutes ago, Indy said:

So let’s suppose that the new shares are agreed at £25 each, taking the ownership over 30% then the rest will be be set by the panel at £25?

These new shares are not part of the panel process are they as the panel is only implementing a firm takeover, if I’m correct?

So the sticking point is this new share allocation price?

I cannot see MA advisory team paying more as the entire club is vastly less value than it was then….

Lets unpick this one paragraph at a time

So let’s suppose that the new shares are agreed at £25 each, taking the ownership over 30% then the rest will be be set by the panel at £25?

See above. The price will be £25, or the highest price paid by that  entity that is buying these shares that take them past 30% in the previous 12 months if that price is higher. This is purchaser specific

These new shares are not part of the panel process are they as the panel is only implementing a firm takeover, if I’m correct?

There is no panel process. The panel provides a series of protections for minority shareholders in the event of major transactions. One of which is if a shareholder passes 30% they are entitled to cash out at the price above. The new shares would be part of this calculation, so the risk is that the purchaser by passing 30% inadvertedly commits to buy the remaining c70% at the specified price, should the minority shareholders wish to sell. This would include S&J.

So the sticking point is this new share allocation price?

The price is a factor, but the sticking point is the commitment. It is this that the waiver is designed to protect the purchaser from.

I cannot see MA advisory team paying more as the entire club is vastly less value than it was then….

Certainly the MA team will be keen to avoid overpaying. This may impact timing if they have paid more than the issue price within the last year. However, the idea that the club is worth vastly less than when this started is unconvincing. The fundamentals of the club are broadly the same as they were when this process started. I suspect the value of the club is actually much less than @Essex Canary would hope for, but this hasn't actually moved.

 

 

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19 minutes ago, BigFish said:

That is my undersatnding @GMF, if I have given a diffent impression that is clumsy phrasing on my behalf.

Lets unpick this one paragraph at a time

So let’s suppose that the new shares are agreed at £25 each, taking the ownership over 30% then the rest will be be set by the panel at £25?

See above. The price will be £25, or the highest price paid by that  entity that is buying these shares that take them past 30% in the previous 12 months if that price is higher. This is purchaser specific

These new shares are not part of the panel process are they as the panel is only implementing a firm takeover, if I’m correct?

There is no panel process. The panel provides a series of protections for minority shareholders in the event of major transactions. One of which is if a shareholder passes 30% they are entitled to cash out at the price above. The new shares would be part of this calculation, so the risk is that the purchaser by passing 30% inadvertedly commits to buy the remaining c70% at the specified price, should the minority shareholders wish to sell. This would include S&J.

So the sticking point is this new share allocation price?

The price is a factor, but the sticking point is the commitment. It is this that the waiver is designed to protect the purchaser from.

I cannot see MA advisory team paying more as the entire club is vastly less value than it was then….

Certainly the MA team will be keen to avoid overpaying. This may impact timing if they have paid more than the issue price within the last year. However, the idea that the club is worth vastly less than when this started is unconvincing. The fundamentals of the club are broadly the same as they were when this process started. I suspect the value of the club is actually much less than @Essex Canary would hope for, but this hasn't actually moved.

 

 

Thanks BF, can’t argue with any of the points you’ve replied, but a caveat to say the clubs not lost value since last year is really not correct in my opinion and probably in the view of MA team, for one we won’t have £40 million parachute payments, player value is certainly down, and the core value in the stadium and training ground is a false value in reality unless you plan to change use and build residential properties on the football ground and training facilities!

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Just to say that while it is perfectly possible that S&J and Attanasio are haggling over the price I don’t believe that is the reason for the delay. All the statements from the club have been to the effect that the delay is because of regulatory oversight. 

As said before, I think that line is superficially true but misleading, in the sense that the club is trying to give the impression the oversight is just a kind of long-winded formality and everything is going to plan. Whereas I believe the reality is that the Takeover Panel was or is still worried by Attanasio wanting a Rule 9 waiver and that this was somehow not foreseen by the club and/or Attanasio.

The Panel, as its chairman says in the annual report, doesn’t concerned itself with the financial or business sense or otherwise of a takeover, so it is hardly likely to care about the price. But it does care about the minority shareholders being treated fairly once the price has been settled, and in that context the request for a waiver is therefore significant.

 

Edited by PurpleCanary
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6 hours ago, PurpleCanary said:

Just to say that while it is perfectly possible that S&J and Attanasio are haggling over the price I don’t believe that is the reason for the delay. All the statements from the club have been to the effect that the delay is because of regulatory oversight. 

As said before, I think that line is superficially true but misleading, in the sense that the club is trying to give the impression the oversight is just a kind of long-winded formality and everything is going to plan. Whereas I believe the reality is that the Takeover Panel was or is still worried by Attanasio wanting a Rule 9 waiver and that this was somehow not foreseen by the club and/or Attanasio.

The Panel, as its chairman says in the annual report, doesn’t concerned itself with the financial or business sense or otherwise of a takeover, so it is hardly likely to care about the price. But it does care about the minority shareholders being treated fairly once the price has been settled, and in that context the request for a waiver is therefore significant.

 

Purple why are you so adamant that MA wants the waiver and is not acting on instructions from D&M so as to avoid becoming the majority shareholder . In essence the only reason he wants the waiver is because this is what d&m have stipulated when agreeing on the number of shares he is permitted to buy ??

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1 hour ago, Soldier on said:

Purple why are you so adamant that MA wants the waiver and is not acting on instructions from D&M so as to avoid becoming the majority shareholder . In essence the only reason he wants the waiver is because this is what d&m have stipulated when agreeing on the number of shares he is permitted to buy ??

I have already answered that. I believe all the evidence is that S&J and Attanasio have agreed a plan whereby - for the moment - they both end up with 40 per cent. But I grant you the use  of wanting here:

"Whereas I believe the reality is that the Takeover Panel was or is still worried by Attanasio wanting a Rule 9 waiver and that this was somehow not foreseen by the club and/or Attanasio."

... was a bit of late-night imprecision. Irrespective of whether Attanasio wants a waiver (although I think he does), because he is the person who is otherwise obligated to offer to buy out everyone else then he is the party in this who has to apply for and be granted the waiver. 

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2 hours ago, Soldier on said:

Purple why are you so adamant that MA wants the waiver and is not acting on instructions from D&M so as to avoid becoming the majority shareholder . In essence the only reason he wants the waiver is because this is what d&m have stipulated when agreeing on the number of shares he is permitted to buy ??

Whatever D&M want is irrelevant here, the requirement for regulatory approval from the Takeover panel arises from the actual act of someone acquiring, or, intending to acquire, a shareholding of 30%, or more.

This consent would be required whether the party was (or about to) to acquire existing shares from one, or more, existing shareholders, or through the proposed allotment of new shares, as is the case here.

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7 minutes ago, GMF said:

Whatever D&M want is irrelevant here, the requirement for regulatory approval from the Takeover panel arises from the actual act of someone acquiring, or, intending to acquire, a shareholding of 30%, or more.

This consent would be required whether the party was (or about to) to acquire existing shares from one, or more, existing shareholders, or through the proposed allotment of new shares, as is the case here.

And here’s my question again, surely the new share allocation set price is agreed by the owners and buyers agreeing that price, then if it will go through the 30% to trigger that mandatory purchase clause it will be that price as a precedent for the drag along price?
So why the need for the hold up unless as Purple thinks there’s a waiver, so then I ask why set the number of shares to go past that 30% if no one wants to go through that and if they all want equal share holding with a soft transition then surely it would have been easier for the current majority shareholders to sell their own shares to equate to a three way joint ownership taking away all these potential problems?

I know I have absolutely no inside info and others might well have to be able to keep to this waiver line being the issue, but if they wanted to do things softly then raising these new shares wasn’t the way to do it, just feels a little more complex to me!

Lastly without promotion this season there’s a big chance this club will accrue a very substantial debt even aster using the £40 million parachute money and player sales, I think any buyers team will be taking all this into account when buying shares new or old, the club isn’t worth what it was when MA first started this process.

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14 hours ago, Midlands Yellow said:

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. 


 

I've noticed some posters don't really question, as such; It's more that they persistently insinuate that the boards isn't working in good faith for what it sees as the club's best interest,  which just strikes me as rather neurotic.

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3 minutes ago, littleyellowbirdie said:

I've noticed some posters don't really question, as such; It's more that they persistently insinuate that the boards isn't working in good faith for what it sees as the club's best interest,  which just strikes me as rather neurotic.

I find it quite rational, we all have opinions based on what’s been said and done. Is Deano in employment again yet? 

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2 minutes ago, Midlands Yellow said:

I find it quite rational, we all have opinions based on what’s been said and done. Is Deano in employment again yet? 

It's not based on anything that's done. There's no evidence whatsoever that the board isn't trying to deliver the best outcomes for the club that they can. If there is, tell me what it is.

Edited by littleyellowbirdie

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3 minutes ago, littleyellowbirdie said:

It's not based on anything that's done. There's no evidence whatsoever that the board isn't trying to deliver the best outcomes for the club that they can. If there is, tell me what it is.

I have absolutely no doubt that DS & MWJ have done nothing in their minds but try to deliver the best, but there lies the problem! What is in their minds as best intention and in everyone else might well be very different! But they are the ones with the power to decide the rest chat about it on a forum!

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15 minutes ago, littleyellowbirdie said:

It's not based on anything that's done. There's no evidence whatsoever that the board isn't trying to deliver the best outcomes for the club that they can. If there is, tell me what it is.

Personally I think that’s reluctance to fully let go. If enough gullible fans kept bowing to their master plan young Tom would probably be in the hot seat already. 

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An owner of a mini metro might sincerely give their all and love the Cromer racing club but if lining up against Ferraris and Porsche they would only ever be noble losers. D & M helped this club enormously but loved it TOO much- this has made them cling on to power at al costs rather than sell up and keep up with the other racers. 

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12 minutes ago, Dean Coneys boots said:

An owner of a mini metro might sincerely give their all and love the Cromer racing club but if lining up against Ferraris and Porsche they would only ever be noble losers. D & M helped this club enormously but loved it TOO much- this has made them cling on to power at al costs rather than sell up and keep up with the other racers. 

Indeed if you want to compete you need a modify your metro to a 6R4 and that costs money and the right set up! 

Edited by Indy

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6 hours ago, Indy said:

And here’s my question again, surely the new share allocation set price is agreed by the owners and buyers agreeing that price, then if it will go through the 30% to trigger that mandatory purchase clause it will be that price as a precedent for the drag along price?

So why the need for the hold up unless as Purple thinks there’s a waiver, so then I ask why set the number of shares to go past that 30% if no one wants to go through that and if they all want equal share holding with a soft transition then surely it would have been easier for the current majority shareholders to sell their own shares to equate to a three way joint ownership taking away all these potential problems?

I know I have absolutely no inside info and others might well have to be able to keep to this waiver line being the issue, but if they wanted to do things softly then raising these new shares wasn’t the way to do it, just feels a little more complex to me!

Lastly without promotion this season there’s a big chance this club will accrue a very substantial debt even aster using the £40 million parachute money and player sales, I think any buyers team will be taking all this into account when buying shares new or old, the club isn’t worth what it was when MA first started this process.

Indy, that is a very fair point, although it would put markedly less money into the club. The only answer that makes sense to me is that despite both parties having high-powered outside advisers (certainly in the case of Attanasio) no-one thought getting a waiver would be a problem.

And to be clear, I am absolutely convinced the plan is (or at least was at the outset!) to have a waiver, and I think it highly probable it is the call for a waiver that has caused the delay.

As GMF has mentioned, at the meeting on February 13 when the new shares were set to be approved the club handed out an advice sheet or similar saying if the vote was Yes then it expected the whole bureaucratic process - and probably the buying by Attanasio - to be finished in two weeks or so!

But a waiver has toi be justified, since it does undercut the right of minority shareholders. Approval is not a given. And it is even possible that the circumstances and the terms of the waiver Attanasio is asking for have make it particularly hard to justify.

Edited by PurpleCanary

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21 hours 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? 

LDC: you have totally ignored the share allotment in your summary. That is the complication. If you read the whole of this thread you would understand this.

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6 hours ago, Indy said:

current majority shareholders to sell their own shares to equate to a three way joint ownership taking away all these potential problems?

I believe, and all I have to go on is comments made by Smith & Jones, that they do not want to be seen to profit significantly from any sale of their interest or, in contradiction, to give those shares away. So this would rule out any share transaction involving them directly. In their view retaining shares in the club is their way of ensuring the best for the club whilst they are here. I'm in agreement with Purps, they did not foresee the Rule 9 waiver! Hence this more delayed and complicated route! 

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8 hours ago, Indy said:

Lastly without promotion this season there’s a big chance this club will accrue a very substantial debt even aster using the £40 million parachute money and player sales, I think any buyers team will be taking all this into account when buying shares new or old, the club isn’t worth what it was when MA first started this process.

The club is worth pretty much what was when this process started. We pretty much spend our entire income on the football team meaning over time we make zero profit and pay zero dividends e.g. the owners make nothing whether we are in the EPL or League 1. Football clubs make no sense as an investment, only really being a trophy purchase. A new puchaser might get the club cheaper in League 1 if the club was distressed but would then have to make good the debts. They might pay more in the EPL with guaranteed revenue streams but these would be eaten by increased player wages. Either way the fundamental inherent value of the club remains the same. This makes valuing football clubs a mugs game. I suspect that the offer price is more the MF got and less than @Essex Canary thinks is good value. It probably hasn't changed and isn't the blocker. When it is revealed I would expect the club to valued as much less than thought.

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On 22/07/2023 at 16:07, 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?

Only the moneyconts. 

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On 22/07/2023 at 18:03, Indy said:

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?

For Ethics it is a big problem , in fact the less certain he is that he will make a fortune on his shares the more nitpicky he has became about virtually  everything Club related.  It's blatant, transparent  , disingenuous  ( considering his claims of only wanting to help the Club)  and frankly Fackintedious .

 

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interesting read since my last post. My thought process is if MF sold 16% of the Club for £3 million 1 year ago, why did he do that and why isn't he shouting it from the rooftops especially given that the AA refers to 10% being worth £10 million though arguably with unclear timing. Whilst there are suggestions that the Takeover Panel won't involve themselves with specific numbers it is hard to understand how they can safeguard the interests of minority shareholders without focussing on discrepancies such as that.

Perhaps the second interesting point is the discussion between @Indy  and @BigFish on whether club value has diminished over the last year. I can see the point that it has to a degree though given that apparently we still have the 4th. highest ranked squad by value of just under £100 million the possibilities of returning to the Premier League can't have diminished that much. Even to the extent that it has, Board Members must reasonably have been expected to know the risks and to take them into account in safeguarding minority shareholders? In that sense surely any diminution cannot be regarded as similar to unforeseen loss of trading capacity issues such as Covid or the ITV digital crisis which had they or similar had occurred  would be more convincing reasons for a waiver?

Thirdly if the Club Value has diminished significantly presumably MA will now want to pay less for the new shares and refinance the Club less than he otherwise would have done which does undermine our position still further.

Following on from the last point  perhaps it is understandable why MA or the Club maybe seeking a waiver seeing as in making an offer to  minorities they potentially face a 'tax'  of up to 45% on the new investment thereby potentially rendering it up to 80% more expensive. A further issue there though is how are they able to demonstrate equal fiduciary care treatment to other minority shareholders relative to say Sarah Foulger (to use one example)?      

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2 hours ago, essex canary said:

interesting read since my last post. My thought process is if MF sold 16% of the Club for £3 million 1 year ago, why did he do that and why isn't he shouting it from the rooftops especially given that the AA refers to 10% being worth £10 million though arguably with unclear timing. Whilst there are suggestions that the Takeover Panel won't involve themselves with specific numbers it is hard to understand how they can safeguard the interests of minority shareholders without focussing on discrepancies such as that.

 

There is no discrepancy here for the Takeover Panel, and that is leaving aside the fact that you don't know for certain either what Foulger received or for how many shares it was, and that as you admit any valuation of the club of its worth is questionabale.

So there is no certain discrepancy in the prices. But even if there was it would not be a discrepancy to concern the Takeover Panel because, as you have been told by other posters before, the Foulger deal, whatever it was, was a private affair, and not the key part of the purported takeover of the club by Attanasio by way of him buying enough new shares to be forced to offer to buy out everyone else.

The Takeover Panel doesn't care if Foulger sold out cheaply or got an absurdly high price. It is not the Panel's job to question capitalism. It only cares that Attanasio (unless of course he gets this fabled waiver) offers to buy out the minorities at the highest price he has paid in the last 12 months. Which might be whatever he paid to Foulger or it might not.

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16 minutes ago, PurpleCanary said:

 

The Takeover Panel doesn't care if Foulger sold out cheaply or got an absurdly high price. It only cares that Attanasio (unless of course he gets this fabled waiver) offers to buy out the minorities at the highest price he has paid in the last 12 months. Which might be whatever he paid to Foulger or it might not.

So if Foulger or his daughter represented the first transaction and got twice the second best settlement and the offer to remaining  minorities was made after 364 days we would then be offered twice the settlement than we otherwise would if it went to 366 days. 

Seems to be an inbuilt incentive to ensure it drags out beyond 365 days and therefore not at sll robust.

Edited by essex canary

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