Attanasio = red herring

[PurpleCanary 5,562]

24 minutes ago, BigFish said:

Indeed @GMF, and at this point we need a corporate lawyer. The code refers to having a poll and a majority of shareholders when talking about waivers. I assumed this was the majority of shares by voting rights, but it is not clear and I don't know the case law.

This is only a guess, but since the point of a vote on a waiver is to protect the minority shareholders or perhaps more to the point those with only a few shares then I think the logic would be that it would be one shareholder one vote. Otherwise a few with sizeable minority holdings would have a disproportionate chance of getting their way.

[TIL 1010 4,748]

54 minutes ago, PurpleCanary said:

This is only a guess, but since the point of a vote on a waiver is to protect the minority shareholders or perhaps more to the point those with only a few shares then I think the logic would be that it would be one shareholder one vote. Otherwise a few with sizeable minority holdings would have a disproportionate chance of getting their way.

Waits............................................

[CANARYKING 639]

Another week gone by still sweet f.a.  

[Soldier on 160]

Two weeks on from fans forum. News this week ???

[essex canary 496]

15 hours ago, PurpleCanary said:

This is only a guess, but since the point of a vote on a waiver is to protect the minority shareholders or perhaps more to the point those with only a few shares then I think the logic would be that it would be one shareholder one vote. Otherwise a few with sizeable minority holdings would have a disproportionate chance of getting their way.

In a sense it would be logical that having 250 times the most common pecuniary interest attracts 250 times the weight and 1 part in 617 surely still qualifies as 'a few'. Equally though your point has some validity in that there is the risk that smaller holdings will be discouraged from voting. It is therefore disproportionate both ways round hence the challenge in creating  a fair vote. Perhaps a little surprising if the Takeover Panel hasn't got guidance.

[shefcanary 2,409]

I thought I'd try to bottom this once and for all for everyone.

Voting rights are set out in the Articles of Association and cannot in theory be varied for any motion put to the holders of those shares with voting rights, unless another vote is held under those rules that agree to them being varied for that specific purpose.

The filed Articles of the club specifically refer to the three classes of preference shares as having no voting rights unless the dividends in those shares and / or the company is facing a winding up order (not relevant as far as I am aware to the issue of waivers).

There is no specific reference to the voting rights of ordinary shares within the Articles, but Clause 1 of the Articles implies voting rights are as the rules under Table A in the Schedules to the Companies (Tables A to F) Regulations 1985.

Under Table A, the specific clause relating to this is Clause 54 - see below. I also included clause 55 as I will leave it to @nutty nigel to speculate whether it is right that Delia, who is listed first, should have the voting rights over Michael of their joint shares!

So, as no rights or restrictions are attached to the Ordinary shares in the Articles, for a vote at a general meeting a show of hands of those present is applicable, one person present having one vote. Only if a poll is called for is it then one vote for each share. However the question of whether a poll is held is more complicated as seen by clauses 46 to 52 of Table A.

I cannot see a situation where the status of minority interests could be voted on without being moved to a poll, we know at least one person who has ordinary membership on here who would demand this, I'm sure they would find another member to activate clause 46 (b).

Hope this helps.

[essex canary 496]

@shefcanary

Thanks for that clarity.

The fact the AA's refer to a Chairman we haven't got says it all.

 

[PurpleCanary 5,562]

28 minutes ago, shefcanary said:

I thought I'd try to bottom this once and for all for everyone.

Voting rights are set out in the Articles of Association and cannot in theory be varied for any motion put to the holders of those shares with voting rights, unless another vote is held under those rules that agree to them being varied for that specific purpose.

The filed Articles of the club specifically refer to the three classes of preference shares as having no voting rights unless the dividends in those shares and / or the company is facing a winding up order (not relevant as far as I am aware to the issue of waivers).

There is no specific reference to the voting rights of ordinary shares within the Articles, but Clause 1 of the Articles implies voting rights are as the rules under Table A in the Schedules to the Companies (Tables A to F) Regulations 1985.

Under Table A, the specific clause relating to this is Clause 54 - see below. I also included clause 55 as I will leave it to @nutty nigel to speculate whether it is right that Delia, who is listed first, should have the voting rights over Michael of their joint shares!

So, as no rights or restrictions are attached to the Ordinary shares in the Articles, for a vote at a general meeting a show of hands of those present is applicable, one person present having one vote. Only if a poll is called for is it then one vote for each share. However the question of whether a poll is held is more complicated as seen by clauses 46 to 52 of Table A.

I cannot see a situation where the status of minority interests could be voted on without being moved to a poll, we know at least one person who has ordinary membership on here who would demand this, I'm sure they would find another member to activate clause 46 (b).

Hope this helps.

Shef, that is useful, but the Takeover Code rules on voting on whitewash waivers may override the club's rules. For example, there is no mention there of a difference between involved and uninvolved shareholders, whereas there is in the Code's rules on waiver votes.

Edited July 10, 2023 by PurpleCanary

[shefcanary 2,409]

14 minutes ago, PurpleCanary said:

Shef, that is useful, but the Takeover Code rules on voting on whitewash waivers may override the club's rules. For example, there is no mention there of a difference between involved and uninvolved shareholders, whereas there is in the Code's rules on waiver votes.

The voting rules would be the same, just based on a lower "population" of ordinary shares and members. The difficulty might be in agreeing the "involved" shareholders that need to be removed!

[TIL 1010 4,748]

If i recall correctly at the EGM held back in the 80's Chase lost the vote of no confidence on a show of hands from the floor but then won the day by a vote on the number of shares held. Mind you it was held at St Andrews Hall.

Edited July 10, 2023 by TIL 1010

[essex canary 496]

2 hours ago, TIL 1010 said:

If i recall correctly at the EGM held back in the 80's Chase lost the vote of no confidence on a show of hands from the floor but then won the day by a vote on the number of shares held. Mind you it was held at St Andrews Hall.

So S&J have got a precedent.

[PurpleCanary 5,562]

4 hours ago, shefcanary said:

The voting rules would be the same, just based on a lower "population" of ordinary shares and members. The difficulty might be in agreeing the "involved" shareholders that need to be removed!

Shef, not sure the rules would necessarily be the same, but that aside my guess is that the question of who was deemed to be involved or not involved would be entirely in the hands of the Takeover Panel. I can't imagine that  the club or the shareholders would be allowed to decide that. But of course all totally theoretical unless and until it is announced that Attanasio does want a waiver and that a vote is following.😜

[nutty nigel 7,537]

5 hours ago, shefcanary said:

 

 

Quote

Under Table A, the specific clause relating to this is Clause 54 - see below. I also included clause 55 as I will leave it to @nutty nigel to speculate whether it is right that Delia, who is listed first, should have the voting rights over Michael of their joint shares.

Of course I was a few steps in front of my buddy Essex over this with my descendants. A few years ago I got in touch with our club divided my shareholding by three so that me and my immediate descendants could enjoy the shareholding together rather than wait for inheritance.

So that's three votes for my family and one for Essex...

Edited July 10, 2023 by nutty nigel

[Soldier on 160]

23 minutes ago, PurpleCanary said:

Shef, not sure the rules would necessarily be the same, but that aside my guess is that the question of who was deemed to be involved or not involved would be entirely in the hands of the Takeover Panel. I can't imagine that  the club or the shareholders would be allowed to decide that. But of course all totally theoretical unless and until it is announced that Attanasio does want a waiver and that a vote is following.😜

Could it be that it’s not Attanasio that wants a waiver but Delia and Michael that don’t want him moving beyond a 40% holding ????

[Dean Coneys boots 1,400]

Yes entirely possible. He wants takeover but she just wants investment with her left in control. That’s certainly been her mantra to date 

[BigFish 1,987]

5 hours ago, shefcanary said:

I thought I'd try to bottom this once and for all for everyone.

Voting rights are set out in the Articles of Association and cannot in theory be varied for any motion put to the holders of those shares with voting rights, unless another vote is held under those rules that agree to them being varied for that specific purpose.

The filed Articles of the club specifically refer to the three classes of preference shares as having no voting rights unless the dividends in those shares and / or the company is facing a winding up order (not relevant as far as I am aware to the issue of waivers).

There is no specific reference to the voting rights of ordinary shares within the Articles, but Clause 1 of the Articles implies voting rights are as the rules under Table A in the Schedules to the Companies (Tables A to F) Regulations 1985.

Under Table A, the specific clause relating to this is Clause 54 - see below. I also included clause 55 as I will leave it to @nutty nigel to speculate whether it is right that Delia, who is listed first, should have the voting rights over Michael of their joint shares!

So, as no rights or restrictions are attached to the Ordinary shares in the Articles, for a vote at a general meeting a show of hands of those present is applicable, one person present having one vote. Only if a poll is called for is it then one vote for each share. However the question of whether a poll is held is more complicated as seen by clauses 46 to 52 of Table A.

I cannot see a situation where the status of minority interests could be voted on without being moved to a poll, we know at least one person who has ordinary membership on here who would demand this, I'm sure they would find another member to activate clause 46 (b).

Hope this helps.

Thanks @shefcanary, this nails it. The Takeover Code Appendix 1 which covers Rule 9 with all the waiver business explicitly requires a poll, so one share one vote.

What it doesn't resolve is the definition of "involved" that disqualifies a shareholder from voting 😃

[nutty nigel 7,537]

33 minutes ago, Dean Coneys boots said:

Yes entirely possible. He wants takeover but she just wants investment with her left in control. That’s certainly been her mantra to date 

Link please Bootsie.

[Mengo 823]

5 minutes ago, nutty nigel said:

Link please Bootsie.

 

[wcorkcanary 4,334]

2 hours ago, nutty nigel said:

 

Of course I was a few steps in front of my buddy Essex over this with my descendants. A few years ago I got in touch with our club divided my shareholding by three so that me and my immediate descendants could enjoy the shareholding together rather than wait for inheritance.

So that's three votes for my family and one for Essex...

Oh you know just how to warm a fellas heart Nuttyo. Bravo!!!

[PurpleCanary 5,562]

4 hours ago, Soldier on said:

Could it be that it’s not Attanasio that wants a waiver but Delia and Michael that don’t want him moving beyond a 40% holding ????

Possible, but I don’t believe it is the case. Apart from anything else there is already in place the deal agreed with S&J whereby if he wants to Attanasio can exercise the option to acquire an extra 10 per cent of the vote-controlling Ordinary shares, which would take him comfortably past 40 per cent.

I am not sure exactly what the legal position is but I don’t believe S&J could apply for the waiver. It would have to be Attanasio who did that, since he is the one who would have broken the 30 per cent barrier and so be deemed to be launching a takeover.

If a waiver was somehow forced upon him against his wishes then I think all it would do would be to stop him having to make an offer to buy out all the minority shareholders. But I don’t see that would preclude him actually offering to buy some or all of them out if he wanted to.
 

 

[Midlands Yellow 3,986]

What is the longest drawn out takeover in the history of football clubs? Maybe it’s Norwich already. 

[essex canary 496]

5 hours ago, nutty nigel said:

 

Of course I was a few steps in front of my buddy Essex over this with my descendants. A few years ago I got in touch with our club divided my shareholding by three so that me and my immediate descendants could enjoy the shareholding together rather than wait for inheritance.

So that's three votes for my family and one for Essex...

Good try. Unfortunately though @BigFish latest pronouncement suggests it is in vain. 

Always good to share. I was thinking of leaving mine to 1,000 supporters all of whom are seeking home memberships.

[nutty nigel 7,537]

5 minutes ago, essex canary said:

Good try. Unfortunately though @BigFish latest pronouncement suggests it is in vain. 

Always good to share. I was thinking of leaving mine to 1,000 supporters all of whom are seeking home memberships.

All I've read on this thread is a load of ifs, buts, maybes, possiblys and other unsubstantiated conjecture. Unless you have a link to prove otherwise my scenario is as possible as anyone else's. 

Anyway, it's been good to share my shares over the last few years whatever happens now.

[essex canary 496]

1 hour ago, nutty nigel said:

All I've read on this thread is a load of ifs, buts, maybes, possiblys and other unsubstantiated conjecture. Unless you have a link to prove otherwise my scenario is as possible as anyone else's. 

Anyway, it's been good to share my shares over the last few years whatever happens now.

You are quite right. No point in throwing away your betting tickets now. A stewards enquiry is always possible. As you rightly say we have had many of those already.

I am still inclined to say we are getting there. Then again British Rail used to say that. Whatever happened to them?

[Indy 3,300]

What I’m having trouble with is that Norwich fans who bought these share did so like I did not to make any money but to help the club.

I agree with nutty and exactly what I’ve been saying from day 1, none of us know the internal process, the challenges or the two parties talks, we just sit here on the forum and take a chance point of view! If it ends in no further share purchase MA will have shares and a £10 million investment with a 7% return, so he’ll be happy enough.

 

[Mello Yello 2,296]

These things take time....it's taken over a quarter of a century to get this far....so, there's no rush....

[Jim Smith 2,319]

11 hours ago, PurpleCanary said:

Possible, but I don’t believe it is the case. Apart from anything else there is already in place the deal agreed with S&J whereby if he wants to Attanasio can exercise the option to acquire an extra 10 per cent of the vote-controlling Ordinary shares, which would take him comfortably past 40 per cent.

I am not sure exactly what the legal position is but I don’t believe S&J could apply for the waiver. It would have to be Attanasio who did that, since he is the one who would have broken the 30 per cent barrier and so be deemed to be launching a takeover.

If a waiver was somehow forced upon him against his wishes then I think all it would do would be to stop him having to make an offer to buy out all the minority shareholders. But I don’t see that would preclude him actually offering to buy some or all of them out if he wanted to.
 

 

But he doesn’t have anything like 30% of the voting shares at present does he? The majority of his shares are non voting shares. 

[essex canary 496]

1 hour ago, Indy said:

What I’m having trouble with is that Norwich fans who bought these share did so like I did not to make any money but to help the club.

I agree with nutty and exactly what I’ve been saying from day 1, none of us know the internal process, the challenges or the two parties talks, we just sit here on the forum and take a chance point of view! If it ends in no further share purchase MA will have shares and a £10 million investment with a 7% return, so he’ll be happy enough.

 

Helping the Club when it was starved of TV money rather than swimming in it and pouring it down the drain. Maybe an influence in Foulger's exit?

We should be the most open Football Club on the planet but we are not. That said there is a whispering grapevine that seems pretty reliable when the wheat is sorted from the chaff on here.

I am sure MA is happy with earning 7% when many ordinary supporters are earning nothing. On that basis perhaps better if he is a red herring?

[TIL 1010 4,748]

11 hours ago, nutty nigel said:

All I've read on this thread is a load of ifs, buts, maybes, possiblys and other unsubstantiated conjecture.

Exactly@nutty nigel page after page after page of it.

[PurpleCanary 5,562]

26 minutes ago, Jim Smith said:

But he doesn’t have anything like 30% of the voting shares at present does he? The majority of his shares are non voting shares. 

True, but if he has bought the 98,000 Foulger shares and sorts out the cause of this delay so he can buy the nearly 200,000 new shares created specifically for him then he will comfortably pass the 30 per cent mark.