The Idiots Guide to the Annatasio 'Takeover.'

[BroadstairsR 2,203]

As a non-shareholder I stopped visiting the Annatasio thread when it became rather share-holder intense and then with percentages flying left right and centre (along with more than a few insults) it all became rather complicated. It also goes on and on rather overmuch.

Where exactly are we at? What is this vote all about? Can it scupper the takeover in any way? How long before the finishing line can be reached?

Is there an idiot's guide available for the likes of myself. I'm quite sure I'm not alone in wanting it all clarified.

P.S. My misspelling of Attanasio wasn't deliberate, more a Freudian slip.

Edited September 27, 2023 by BroadstairsR

[OTBC06 44]

hahaha....... I read that thread, understand nothing, and come away dumber. An idiots guide would be very useful. 

[Wings of a Sparrow 1,425]

I'm a (albeit small) shareholder and I haven't got a clue what's going on either.

Things I have taken from the thread.

1: What was once seen as a good move (MA takeover) may not be as good as we first  thought.

2: Could it really be 3 years before we see any significant change coming in to the club? 

3: What's going to happen in the interim?

[Branston Pickle 3,687]

2 minutes ago, Wings of a Sparrow said:

I'm a (albeit small) shareholder and I haven't got a clue what's going on either.

Things I have taken from the thread.

1: What was once seen as a good move (MA takeover) may not be as good as we first  thought.

2: Could it really be 3 years before we see any significant change coming in to the club? 

3: What's going to happen in the interim?

Me too - I studied some of this many moons ago but some of the discussions seems way over the top of what’s relevant.

 

[BSEYELLOW 36]

I may be miles out, my my understanding is the following:

1. Attanasio currently has 20% of the shares.

2. The club will create a number of new shares, which Attanasio will buy, with the money going to the club, to make him exactly equal ownership with D&M at 40% each, with 20% in the hands of smaller shareholders.

3. One someone reaches 30%, takeover laws means he must make an offer to all remaining shareholders at the highest price they have already paid.  Its up to those people if they accept.

4. The vote is on whether this obligation to make this offer can be waived, leaving Attanasio and D&M with parity at 40% each, thus not putting him in complete control for the time being.

5. Part of the deal will see Attanasio's boardroom votes being automatically tied to D&Ms decions for 3 years from January 2023 when he initially joined the board, thus giving control of the club to D&M despite shareholding parity.

6. This means that Delia is in effect reducing the value of their shares, whilst taking no money at this stage and allowing Attanasio to make investment and still getting some value from his investment.  

Just because their votes are linked, doesnt mean he wont have any sway, there is nothing to stop them all making decisions that Attanasio wants to make, but he would have to convince D&M and for them to vote as he wants for anythign to happen.  I guess, during those 3 years, should D&M feel like they were ready to hand over control, they could still pass control to Attanasio with a boardroom vote/selling more of their shares.

 

Im sure someone will step in and tell me i am wrong, but that seems to be correct from what i have read?

[cambridgeshire canary 6,795]

Some American may or may not be taking over. Thats about the gist of it.

[shefcanary 2,448]

It's difficult to spell Attanasio for starters! 

It's also difficult from outside to say definitively what is going on. The club have not released enough information to tell the ordinary fan (they certainly haven't for even the shareholders) and the Takeover Panel has limited what all parties to the deal can say! Hence on the thread, we are all just hypothesising! 

But @Wings of a Sparrow raises two good questions.

To 2. maybe it will not be until January 2026 before we see anything significant result from this; it will depend on Attanasio, Smith & Jones agreeing to a change, there is no guarantee they will.

To 3. in the period to January 2026 who has any idea? I certainly don't.

The club said a further update will be given after the General Meeting next Monday. Whether that afternoon, or at the AGM later in the year, may well depend on the vote.

[It's Character Forming 1,166]

6 minutes ago, BSEYELLOW said:

I may be miles out, my my understanding is the following:

1. Attanasio currently has 20% of the shares.

2. The club will create a number of new shares, which Attanasio will buy, with the money going to the club, to make him exactly equal ownership with D&M at 40% each, with 20% in the hands of smaller shareholders.

3. One someone reaches 30%, takeover laws means he must make an offer to all remaining shareholders at the highest price they have already paid.  Its up to those people if they accept.

4. The vote is on whether this obligation to make this offer can be waived, leaving Attanasio and D&M with parity at 40% each, thus not putting him in complete control for the time being.

5. Part of the deal will see Attanasio's boardroom votes being automatically tied to D&Ms decions for 3 years from January 2023 when he initially joined the board, thus giving control of the club to D&M despite shareholding parity.

6. This means that Delia is in effect reducing the value of their shares, whilst taking no money at this stage and allowing Attanasio to make investment and still getting some value from his investment.  

Just because their votes are linked, doesnt mean he wont have any sway, there is nothing to stop them all making decisions that Attanasio wants to make, but he would have to convince D&M and for them to vote as he wants for anythign to happen.  I guess, during those 3 years, should D&M feel like they were ready to hand over control, they could still pass control to Attanasio with a boardroom vote/selling more of their shares.

 

Im sure someone will step in and tell me i am wrong, but that seems to be correct from what i have read?

Thanks, this is really useful.  I've also stopped reading the long thread on this for the same reasons mentioned above plus some posters seem to be being deliberately opaque in what they're saying, or maybe I'm just thick.

 

My questions are :

1. How much will MA being paying into the club to take his holding to 40% ?

2.  I believe most of his funding has been via loans, has anything been said about what happens to them in future ?

3.  Is there any future funding commitment from him or is it up to him to decide in the future ?  Is this what's worrying people ?

 

 

[PurpleCanary 5,580]

4 minutes ago, BSEYELLOW said:

I may be miles out, my my understanding is the following:

1. Attanasio currently has 20% of the shares.

2. The club will create a number of new shares, which Attanasio will buy, with the money going to the club, to make him exactly equal ownership with D&M at 40% each, with 20% in the hands of smaller shareholders.

3. One someone reaches 30%, takeover laws means he must make an offer to all remaining shareholders at the highest price they have already paid.  Its up to those people if they accept.

4. The vote is on whether this obligation to make this offer can be waived, leaving Attanasio and D&M with parity at 40% each, thus not putting him in complete control for the time being.

5. Part of the deal will see Attanasio's boardroom votes being automatically tied to D&Ms decions for 3 years from January 2023 when he initially joined the board, thus giving control of the club to D&M despite shareholding parity.

6. This means that Delia is in effect reducing the value of their shares, whilst taking no money at this stage and allowing Attanasio to make investment and still getting some value from his investment.  

Just because their votes are linked, doesnt mean he wont have any sway, there is nothing to stop them all making decisions that Attanasio wants to make, but he would have to convince D&M and for them to vote as he wants for anythign to happen.  I guess, during those 3 years, should D&M feel like they were ready to hand over control, they could still pass control to Attanasio with a boardroom vote/selling more of their shares.

 

Im sure someone will step in and tell me i am wrong, but that seems to be correct from what i have read?

Mainly spot on! In terms of big-picture decisions, such as on finance, the future of the club etc, S&J and Attanasio have agreed to vote together. So overall control of the club will be shared instead of being S&J's. They can disagree on lower-scale football stuff - for example, who should be the next head coach - and then it would be a question of who votes how in the boardroom. Attanasio will get to choose another director, bring the total to six, unless there are other additions.

[A Load of Squit 5,221]

Essex Canary is an idiot.

[shefcanary 2,448]

9 minutes ago, BSEYELLOW said:

I may be miles out, my my understanding is the following:

1. Attanasio currently has 20% of the shares.

Actually 22%, bought from Foulger and others at £25 per share.

2. The club will create a number of new shares, which Attanasio will buy, with the money going to the club, to make him exactly equal ownership with D&M at 40% each, with 20% in the hands of smaller shareholders.

The Club's plan!

9 minutes ago, BSEYELLOW said:

3. One someone reaches 30%, takeover laws means he must make an offer to all remaining shareholders at the highest price they have already paid.  Its up to those people if they accept.

4. The vote is on whether this obligation to make this offer can be waived, leaving Attanasio and D&M with parity at 40% each, thus not putting him in complete control for the time being.

5. Part of the deal will see Attanasio's boardroom votes being automatically tied to D&Ms decions for 3 years from January 2023 when he initially joined the board, thus giving control of the club to D&M despite shareholding parity.

6. This means that Delia is in effect reducing the value of their shares, whilst taking no money at this stage and allowing Attanasio to make investment and still getting some value from his investment.  

Just because their votes are linked, doesnt mean he wont have any sway, there is nothing to stop them all making decisions that Attanasio wants to make, but he would have to convince D&M and for them to vote as he wants for anythign to happen.  I guess, during those 3 years, should D&M feel like they were ready to hand over control, they could still pass control to Attanasio with a boardroom vote/selling more of their shares.

Im sure someone will step in and tell me i am wrong, but that seems to be correct from what i have read?

The gist of what is happening on Monday is there. But key here, is if shareholders don't vote for the waiver, what then? Attanasio has provided £33M of loans to the club, will he seek earliest possible repayment of these if this happens, walk away and leave the club in severe financial trouble? Or will he attempt another way to gain greater influence in the club? Or will he now negotiate with each and every other shareholder and advance an alternative takeover plan (unlikely as very expensive!).

[shefcanary 2,448]

5 minutes ago, It's Character Forming said:

My questions are :

1. How much will MA being paying into the club to take his holding to 40% ?

2.  I believe most of his funding has been via loans, has anything been said about what happens to them in future ?

3.  Is there any future funding commitment from him or is it up to him to decide in the future ?  Is this what's worrying people ?

1. If the vote at this meeting succeeds, he will have paid £8.3M for his 40.3%.

2. Nothing has been said about the future of these loans! We know some of their terms, but not all.

3. Similarly there has been no statement publicly from Attanasio about his future plans, other than the terms of the three year Shareholder Agreement and the terms of the General Meeting where the issue of the C Preference shares to him was agreed. This potentially takes his involvement to at least September 2029.

Other than that you know as much as anybody other than senior people at the club, the parties to this share transaction and we assume, the Takeover Panel have been provided with some additional information.

[OTBC06 44]

28 minutes ago, cambridgeshire canary said:

Some American may or may not be taking over. Thats about the gist of it.

An American........ WHAT!!!!!!!!   😂

[stratton canary 135]

56 minutes ago, BroadstairsR said:

As a non-shareholder I stopped visiting the Annatasio thread when it became rather share-holder intense and then with percentages flying left right and centre (along with more than a few insults) it all became rather complicated. It also goes on and on rather overmuch.

Where exactly are we at? What is this vote all about? Can it scupper the takeover in any way? How long before the finishing line can be reached?

Is there an idiot's guide available for the likes of myself. I'm quite sure I'm not alone in wanting it all clarified.

P.S. My misspelling of Attanasio wasn't deliberate, more a Freudian slip.

I'm with you fella, getting boring now needs sorting soon but that won't happen with our board! 

[stratton canary 135]

53 minutes ago, Wings of a Sparrow said:

I'm a (albeit small) shareholder and I haven't got a clue what's going on either.

Things I have taken from the thread.

1: What was once seen as a good move (MA takeover) may not be as good as we first  thought.

2: Could it really be 3 years before we see any significant change coming in to the club? 

3: What's going to happen in the interim?

Nothing! 

[cambridgeshire canary 6,795]

2 minutes ago, OTBC06 said:

An American........ WHAT!!!!!!!!   😂

Yee haw come on you gun shooting cowboys score a touchdown for the team and all that 🔫 🤠 🇺🇸 

[Graham Paddons Beard 2,450]

There is some very good stuff on the other thread along some agendas and some Willy Waving. 
 

Fact is, it isn’t a takeover for at least 3 years. There will be (subject to the resolutions being accepted on Monday waiving rule 9 of the City Code) parity in ownership, of D and M and Anastasio’s Norfolk FB Holdings . 
 

D and M are clearly not ready to rescind decision making authority . “Information of the Concert Party” states that a voting arrangement exists until 19th Jan 2026 where Norfolk will vote “in line” with D and M .
What happens in the interim is anyone’s guess but experience tells that personalities like this agreeing on everything / anything is unlikely . 
 

The interim will determine to outcome. How that is reported / governed without a true Chairman or non Exec function is again, anyone’s guess

I will be voting to approve the waiver. I can’t see a viable alternative to the current lack of competitive funding. 
 

As an aside Zoe Webber being contracted to earn significant bonuses catches the eye on page 22.  

.

 

[komakino 274]

2 minutes ago, Graham Paddons Beard said:

There is some very good stuff on the other thread along some agendas and some Willy Waving. 
 

Fact is, it isn’t a takeover for at least 3 years. There will be (subject to the resolutions being accepted on Monday waiving rule 9 of the City Code) parity in ownership, of D and M and Anastasio’s Norfolk FB Holdings . 
 

D and M are clearly not ready to rescind decision making authority . “Information of the Concert Party” states that a voting arrangement exists until 19th Jan 2026 where Norfolk will vote “in line” with D and M .
What happens in the interim is anyone’s guess but experience tells that personalities like this agreeing on everything / anything is unlikely . 
 

The interim will determine to outcome. How that is reported / governed without a true Chairman or non Exec function is again, anyone’s guess

I will be voting to approve the waiver. I can’t see a viable alternative to the current lack of competitive funding. 
 

As an aside Zoe Webber being contracted to earn significant bonuses catches the eye on page 22.  

.

 

Quite why Zoe Webber would be entitled to 'Bonuses' considering the financial position of the club is morally wrong. 

As far as the 'takeover' goes, are we going to have 3 years of our American friends and D&M circling each other like a pair of dogs, where fighting or humping cannot be ruled out, metaphorically speaking. 

[pete 320]

Administration a serious probability likely before 2026 will see the end of the Smith regime.  Mark A has shown some financial interest in City will takeover which can't come soon enough.  Not expecting millions to be wasted on this club but perhaps enough to run a club poroperly but frugally and effectively.

[dylanisabaddog 4,983]

5 minutes ago, komakino said:

Quite why Zoe Webber would be entitled to 'Bonuses' considering the financial position of the club is morally wrong. 

As far as the 'takeover' goes, are we going to have 3 years of our American friends and D&M circling each other like a pair of dogs, where fighting or humping cannot be ruled out, metaphorically speaking. 

No. 

Just because we haven't seen any other documents doesn't mean they don't exist. MA wants control of the club without having to buy out the minority shareholders. I don't blame him for trying and he will almost certainly succeed. At the moment anyway. 

To think there isn't an agreement going forward beyond the 3 years is naive. MA may well be a decent chap but he's also a successful businessman and he definitely wouldn't have got into this unless he knew precisely how it was going to end. 

[CANARYKING 644]

15 minutes ago, Graham Paddons Beard said:

There is some very good stuff on the other thread along some agendas and some Willy Waving. 
 

Fact is, it isn’t a takeover for at least 3 years. There will be (subject to the resolutions being accepted on Monday waiving rule 9 of the City Code) parity in ownership, of D and M and Anastasio’s Norfolk FB Holdings . 
 

D and M are clearly not ready to rescind decision making authority . “Information of the Concert Party” states that a voting arrangement exists until 19th Jan 2026 where Norfolk will vote “in line” with D and M .
What happens in the interim is anyone’s guess but experience tells that personalities like this agreeing on everything / anything is unlikely . 
 

The interim will determine to outcome. How that is reported / governed without a true Chairman or non Exec function is again, anyone’s guess

I will be voting to approve the waiver. I can’t see a viable alternative to the current lack of competitive funding. 
 

As an aside Zoe Webber being contracted to earn significant bonuses catches the eye on page 22.  

.

 

Christ, isn’t that woman earning enough already, time she went and taking her husband with her, they will be billionaires before long 

[cambridgeshire canary 6,795]

13 minutes ago, komakino said:

Quite why Zoe Webber would be entitled to 'Bonuses' considering the financial position of the club is morally wrong. 

As far as the 'takeover' goes, are we going to have 3 years of our American friends and D&M circling each other like a pair of dogs, where fighting or humping cannot be ruled out, metaphorically speaking. 

Well Webber loves his 'jobs for the lads' mantra. Got his best mate in as our manager and his wife in at the club getting loaded and rich too

Edited September 27, 2023 by cambridgeshire canary

[komakino 274]

3 minutes ago, pete said:

Administration a serious probability likely before 2026 will see the end of the Smith regime.  Mark A has shown some financial interest in City will takeover which can't come soon enough.  Not expecting millions to be wasted on this club but perhaps enough to run a club poroperly but frugally and effectively.

That is something I've feared for a while. How would that play out with MA? Could administration benefit him or not? 

[Cowboy 198]

13 minutes ago, komakino said:

Quite why Zoe Webber would be entitled to 'Bonuses' considering the financial position of the club is morally wrong. 

As far as the 'takeover' goes, are we going to have 3 years of our American friends and D&M circling each other like a pair of dogs, where fighting or humping cannot be ruled out, metaphorically speaking. 

In all likelihood there'll be neither fighting, nor humping, just three years of bum-sniffing and stagnation.

[nutty nigel 7,618]

This will just be a replica of the other thread. It's too complex for an idiots guide for you Broady. Let alone for dumb a sses like me.

My only suggestion is to view things through our own lenses and try not to understand it through others. After all, did the 'experts' understand Brexit? I see so many similarities here.

Edited September 27, 2023 by nutty nigel

[norfolkngood 1,087]

My Guess best and fair way would be 

it is well known D & MWJ do not want to make a Profit on their shares 

so MA instead of giving D & MWJ the money for shares is pumping money into club in form of loans 

when he reaches a threshold example 80 mill then Delia and MWJ give him their shares and he writes off the loans 

so Nobody benefits other than club  and MA has paid a fair price

as i said i have no idea if that could work but as MA is loaning instead of Giving it is important to get this right 

[It's Character Forming 1,166]

1 hour ago, shefcanary said:

1. If the vote at this meeting succeeds, he will have paid £8.3M for his 40.3%.

2. Nothing has been said about the future of these loans! We know some of their terms, but not all.

3. Similarly there has been no statement publicly from Attanasio about his future plans, other than the terms of the three year Shareholder Agreement and the terms of the General Meeting where the issue of the C Preference shares to him was agreed. This potentially takes his involvement to at least September 2029.

Other than that you know as much as anybody other than senior people at the club, the parties to this share transaction and we assume, the Takeover Panel have been provided with some additional information.

Thanks, so I guess it's really a leap in the dark for us as fans ?  We're basically taking it on trust that MA will be a good custodian of the club going forward.

[Barham Blitz 661]

6 minutes ago, nutty nigel said:

This will just be a replica of the other thread.

Already playing Takeover Thread bingo on this new one.  I've chalked off Webber Bonuses and someone slagging off Essex.  Just waiting for Essex himself to appear and the ensuing arguments for the rest of my card ...

But aside from that, distilling the pages of the other one into a new "What is and isn't known" thread is actually pretty handy for those of us with short attention spans and / or a less than profound knowledge of corporate finance and governance, so thanks to the OP.

[norfolkngood 1,087]

14 minutes ago, nutty nigel said:

This will just be a replica of the other thread. It's too complex for an idiots guide for you Broady. Let alone for dumb a sses like me.

My only suggestion is to view things through our own lenses and try not to understand it through others. After all, did the 'experts' understand Brexit? I see so many similarities here.

you might have been at the back of the class Nutty , i was outside i was so far back !! 

[Wings of a Sparrow 1,425]

35 minutes ago, pete said:

Administration a serious probability likely before 2026 will see the end of the Smith regime.  Mark A has shown some financial interest in City will takeover which can't come soon enough.  Not expecting millions to be wasted on this club but perhaps enough to run a club poroperly but frugally and effectively.

Isn't that exactly what Delia and Michael have been doing?