Attanasio = red herring

[Indy 3,315]

8 minutes ago, GMF said:

The panel doesn’t set the price. They look at all the deals for consideration in the previous year, together with the proposed price of the new issue shares.

Yes, the latter is determined by the executive officers / directors, but, it’s the highest price paid / to be paid, which determines the offer price to minorities, always assuming they follow the standard procedures for a takeover situation.

Indeed they don’t and I believe it can only determine that price in a set period paid, otherwise as you say it’s down to the two parties to agree, then the minority shareholders will be offered the same as the price being paid, as a Drag Along type clause! If I’m right in my thinking GMF?

That aside without agreement of the two main parties the rest is irrelevant at the moment.

As I said to Nutty this is our club and really we shouldn’t be expecting to make money I’d much rather see bigger investment and the facilities expanded to best suit our potential for a secure and successful future. Yes new owners are always a gamble but let’s be honest we really need new investment in our club as we now head to a position of no Parachute Money from next season.

[nutty nigel 7,607]

If anyone has a painting of London Bridge they might like that too...

[CANARYKING 644]

How long before MA says sod this, can’t wait any longer I’m off
 

[essex canary 505]

5 hours ago, nutty nigel said:

That being the case...

What do people hope to get for their shares?

What they paid for them?

More than they paid for them?

Or couldn't care less and just relieved that the ownership has gone to a different continent

Just wanted by late friends money to be treated as respectively as mine and both to be treated as respectively as Foulger.

Anyone who thinks a pound 21 years ago is worth a pound now should take a look at the Club's wage bill then and now and we don't owe the Webbers a living nor many others.

Still looking for forward to the AGM to ask questions such as given that the first match of my lifetime was a 3-0 win over Manchester United, why has performance now deteriorated to no goals in 5 successive home matches?

 

[nutty nigel 7,607]

39 minutes ago, essex canary said:

Just wanted by late friends money to be treated as respectively as mine and both to be treated as respectively as Foulger.

Anyone who thinks a pound 21 years ago is worth a pound now should take a look at the Club's wage bill then and now and we don't owe the Webbers a living nor many others.

Still looking for forward to the AGM to ask questions such as given that the first match of my lifetime was a 3-0 win over Manchester United, why has performance now deteriorated to no goals in 5 successive home matches?

 

Thanks Essex

So there's absolutely no real consensus. It seems to range from give the club away to pay wot Foulger got. 

If we win 6-0 against Hull will it be "only scored once in six" We've been here so many times over the years...

[Duncan Edwards 2,262]

1 hour ago, essex canary said:

Just wanted by late friends money to be treated as respectively as mine and both to be treated as respectively as Foulger.

Anyone who thinks a pound 21 years ago is worth a pound now should take a look at the Club's wage bill then and now and we don't owe the Webbers a living nor many others.

Still looking for forward to the AGM to ask questions such as given that the first match of my lifetime was a 3-0 win over Manchester United, why has performance now deteriorated to no goals in 5 successive home matches?

 

My first game was beating Sutton 8-0.

You want to think yourself lucky. 

[Indy 3,315]

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.

[wcorkcanary 4,337]

10 hours ago, essex canary said:

Still looking for forward to the AGM to ask questions such as given that the first match of my lifetime was a 3-0 win over Manchester United, why has performance now deteriorated to no goals in 5 successive home matches?

 

They'll laugh you out the door, what a childish perspective. Anyway , you've made it abundantly  clear that your first love in football   is money, not the game itself.

[Soldier on 162]

Don’t want to make any money from my shares I just want the club to prosper. I am slightly irked by the lack of communication on what’s been going on though re reasons for delay.

[GMF 756]

I don’t think anyone purchased these shares with the intention of making money from them, it was always about “doing their bit” to help out the club in its hour of need.

That said, the issue of the new shares is about raising new share capital, so the issue price is of relevance, not least because, by crossing the 30% threshold there’s an obligation to make the same offer to those minority shareholders. So the two are linked, whether we like it or not.

D&M have historically said that they weren’t in this for a profit, and there’s no reason to suggest that they aren’t genuine about that. Equally, however, they have a fiduciary duty, as directors, to protect the interests of all shareholders, not just their own. So, there’s a potential conflict there, which needs to be resolved.

Ultimately, the club can’t run this argument both ways, insisting that they needed money from minorities (albeit a long time ago) and then ignoring them when they now need to raise more money, albeit from just one party (MA).

And, therein lies the problem.

[A Load of Squit 5,219]

1 hour ago, GMF said:

I don’t think anyone purchased these shares with the intention of making money from them, it was always about “doing their bit” to help out the club in its hour of need.

That said, the issue of the new shares is about raising new share capital, so the issue price is of relevance, not least because, by crossing the 30% threshold there’s an obligation to make the same offer to those minority shareholders. So the two are linked, whether we like it or not.

D&M have historically said that they weren’t in this for a profit, and there’s no reason to suggest that they aren’t genuine about that. Equally, however, they have a fiduciary duty, as directors, to protect the interests of all shareholders, not just their own. So, there’s a potential conflict there, which needs to be resolved.

Ultimately, the club can’t run this argument both ways, insisting that they needed money from minorities (albeit a long time ago) and then ignoring them when they now need to raise more money, albeit from just one party (MA).

And, therein lies the problem.

From todays FT.

https://www.ft.com/content/2376d039-c191-4e60-95d5-8d1a9f492346

Delia Smith: ‘Life is not a bowl of cherries’

And what of her own stewardship? In September last year, Norwich broke the taboo and brought in overseas investment. Mark Attanasio, an American fund manager and owner of the Milwaukee Brewers baseball team, took a stake in the club and now sits on the board. Is he the heir apparent?  “At the moment we don’t know. He seems like a really good guy. We have no idea what the future will bring. We just have to wait and see. What we have to do now is hand over to people we think will be good caretakers. Football is full of terrible disasters. We won’t have a disaster. We’ll do it properly.”

[BigFish 1,988]

10 minutes ago, A Load of Squit said:

We just have to wait and see.

🙂

[Soldier on 162]

16 minutes ago, A Load of Squit said:

From todays FT.

https://www.ft.com/content/2376d039-c191-4e60-95d5-8d1a9f492346

Delia Smith: ‘Life is not a bowl of cherries’

And what of her own stewardship? In September last year, Norwich broke the taboo and brought in overseas investment. Mark Attanasio, an American fund manager and owner of the Milwaukee Brewers baseball team, took a stake in the club and now sits on the board. Is he the heir apparent?  “At the moment we don’t know. He seems like a really good guy. We have no idea what the future will bring. We just have to wait and see. What we have to do now is hand over to people we think will be good caretakers. Football is full of terrible disasters. We won’t have a disaster. We’ll do it properly.”

Typically vague as every . They have to let go at some point ?!!

[nutty nigel 7,607]

This could be the start of something much bigger. The Castle must be costing a fortune the amount of time they've been working on it. Probably cheaper in the long run to give it to America.

The Germans used to covet the City Hall...

 

[PurpleCanary 5,580]

25 minutes ago, A Load of Squit said:

From todays FT.

https://www.ft.com/content/2376d039-c191-4e60-95d5-8d1a9f492346

Delia Smith: ‘Life is not a bowl of cherries’

And what of her own stewardship? In September last year, Norwich broke the taboo and brought in overseas investment. Mark Attanasio, an American fund manager and owner of the Milwaukee Brewers baseball team, took a stake in the club and now sits on the board. Is he the heir apparent?  “At the moment we don’t know. He seems like a really good guy. We have no idea what the future will bring. We just have to wait and see. What we have to do now is hand over to people we think will be good caretakers. Football is full of terrible disasters. We won’t have a disaster. We’ll do it properly.”

Some idiot Ipswich Town fan posted this as a comment:

Interestingly, Delia started out as an Ipswich Town fan. Norwich’s larger and more successful East Anglian rivals, somewhat punctures the myth of a lifelong Norwich fan.

And got the following reply:

No, she was never an Ipswich Town fan. That is a shop-soiled and long disproved urban lie. If anything she was a Leeds United fan before she met Michael Wynn Jones, who was a Canaries fan and converted her.

[GMF 756]

29 minutes ago, A Load of Squit said:

From todays FT.

https://www.ft.com/content/2376d039-c191-4e60-95d5-8d1a9f492346

Delia Smith: ‘Life is not a bowl of cherries’

And what of her own stewardship? In September last year, Norwich broke the taboo and brought in overseas investment. Mark Attanasio, an American fund manager and owner of the Milwaukee Brewers baseball team, took a stake in the club and now sits on the board. Is he the heir apparent?  “At the moment we don’t know. He seems like a really good guy. We have no idea what the future will bring. We just have to wait and see. What we have to do now is hand over to people we think will be good caretakers. Football is full of terrible disasters. We won’t have a disaster. We’ll do it properly.”

Thanks. Unfortunately, it’s behind a paywall. Any chance of a copy and paste of the article.

[MrBunce 245]

9 minutes ago, PurpleCanary said:

Some idiot Ipswich Town fan posted this as a comment:

Interestingly, Delia started out as an Ipswich Town fan. Norwich’s larger and more successful East Anglian rivals, somewhat punctures the myth of a lifelong Norwich fan.

And got the following reply:

No, she was never an Ipswich Town fan. That is a shop-soiled and long disproved urban lie. If anything she was a Leeds United fan before she met Michael Wynn Jones, who was a Canaries fan and converted her.

Doing the lord's work Purple. Thank you. 

[TIL 1010 4,789]

6 hours ago, Indy said:

 

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.

However to someone on here it is   

The expression of how much Watling walleted is confined to history.

[A Load of Squit 5,219]

9 minutes ago, GMF said:

Thanks. Unfortunately, it’s behind a paywall. Any chance of a copy and paste of the article.

That's the only bit about the football, the rest of the interview is about her life as a cook and her views about the modern world of cooking.

[PurpleCanary 5,580]

2 minutes ago, MrBunce said:

Doing the lord's work Purple. Thank you. 

Hallelujah!🤩

[Mengo 825]

12 minutes ago, PurpleCanary said:

Some idiot Ipswich Town fan posted this as a comment:

Interestingly, Delia started out as an Ipswich Town fan. Norwich’s larger and more successful East Anglian rivals, somewhat punctures the myth of a lifelong Norwich fan.

And got the following reply:

No, she was never an Ipswich Town fan. That is a shop-soiled and long disproved urban lie. If anything she was a Leeds United fan before she met Michael Wynn Jones, who was a Canaries fan and converted her.

It's all a bit of a mess. Ipswich , Leeds United,  we THINK 🤔  they will be good caretakers.

Life is like an ashtray full of little doubts

 

[GMF 756]

4 minutes ago, A Load of Squit said:

That's the only bit about the football, the rest of the interview is about her life as a cook and her views about the modern world of cooking.

Thanks for sharing.

[Capt. Pants 4,276]

Caretakers sounds a bit temporary. And it might well be.

[A Load of Squit 5,219]

2 minutes ago, GMF said:

Thanks for sharing.

No problem, can you answer this;

The form of 'English' used in these statements seems like it's a foreign language to me so my question is.

Have they issued more shares to get some money into the club?

https://www.twtd.co.uk/ipswich-town-news/45208/town-make-companies-house-filings

[GMF 756]

10 minutes ago, A Load of Squit said:

No problem, can you answer this;

The form of 'English' used in these statements seems like it's a foreign language to me so my question is.

Have they issued more shares to get some money into the club?

https://www.twtd.co.uk/ipswich-town-news/45208/town-make-companies-house-filings

I think the writer hasn’t explained the position clearly, if I’m honest. Sounds like they’ve cancelled some shares and issued others, but I haven’t checked it out yet. Will do so shortly and confirm.

[nutty nigel 7,607]

34 minutes ago, PurpleCanary said:

Some idiot Ipswich Town fan posted this as a comment:

Interestingly, Delia started out as an Ipswich Town fan. Norwich’s larger and more successful East Anglian rivals, somewhat punctures the myth of a lifelong Norwich fan.

And got the following reply:

No, she was never an Ipswich Town fan. That is a shop-soiled and long disproved urban lie. If anything she was a Leeds United fan before she met Michael Wynn Jones, who was a Canaries fan and converted her.

Was it @komakino?

[PurpleCanary 5,580]

1 hour ago, nutty nigel said:

Was it @komakino?

I don't think so, because this idiot only said Delia had been an Ipswich fan. They didn' go the full mad-hatter komakino and claim she'd tried to invest in the club.🤩

[PurpleCanary 5,580]

On 14/07/2023 at 14:44, PurpleCanary said:

Some idiot Ipswich Town fan posted this as a comment:

Interestingly, Delia started out as an Ipswich Town fan. Norwich’s larger and more successful East Anglian rivals, somewhat punctures the myth of a lifelong Norwich fan.

And got the following reply:

No, she was never an Ipswich Town fan. That is a shop-soiled and long disproved urban lie. If anything she was a Leeds United fan before she met Michael Wynn Jones, who was a Canaries fan and converted her.

The Ipswich Town fan's urban-lie claim has two recommends whereas the truthful rebuttal has nine. Evidence that the FT has at least four times the number of Canaries as readers as it has Binners. No surprise there.😍

[PurpleCanary 5,580]

On 06/07/2023 at 20:33, PurpleCanary said:

Indy, for what it's worth I will tell what I think the plan is, or at least was at the start. Since it is possible part of the plan has been or will be dropped or amended to get approval from the Takever Panel.

The point being that I do not believe the delay has been caused - as the club keeps publicly indicating - simply by the bureaucracy involved in dealing with the Takeover Code and the Takeover Panel.

The club has outside advisers and so does Attanasio. Pretty high-powered ones quite used to the Code and the Panel. And the club told shareholders back on February 13, when they voted to create the nearly 200,000 new shares, that it expected everything to be sorted out in two weeks or so.

We are now in the twentieth week. If the the plan was straightforward and uncontroversial then there should not have been anything like such a delay. As to the plan (and this is nothing I haven't posted before, or at least hinted at) I believe it is the following:

That Attanasio's purchase of the new shares, added to private transactions, will for now (not necesarily later on) take him to 40 per cent. Which will - deliberately - make virtually exact parity with S&J, whose holding will reduce to that figure.

Passing the 30 per cent mark means Attanasio has to offer to buy out all the remaining shareholders. But since  the aim is to have this 40 per cent parity he doen't want to do that. There is also the point that if enough shareholders decided to sell he could accidentally go past 50 per cent and become the owner, and seemingly that is for now even less the plan than simply having a slightly higher percentage than S&J.

So he wants a Takeover Code Rule 9 whitewash waiver. But before he can put that to a vote of the shareholders he has to get approval from the Panel. Which  is not a given, since one of its remits is to safeguard the interests of those shareholders. And a waiver deprives them of the chance to sell up, potentially at a healthy profit, when many might want to.

But if Attanasio has some kind of particular condition he wants added to the motion to be put to shareholders that raises even more strongly concerns about the rights of the those shareholders then approval by the Panel would be even less of a given. And would certainly explain this delay.

If there is such a particular condition and it is indeed the cause then one solution might be to withdraw or water it down to enough of an extent that the Panel was happy to approve.

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.

Edited July 24, 2023 by PurpleCanary

[BigFish 1,988]

6 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.

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?