official club news Norfolk Holdings to to enable majority control of club

[shefcanary 2,936]

Still nothing on the main club site related to this. Is Purple alone in getting such a head start on all this? Has anyone received the missive in the post today?

Purp's, are there no accounts for last year included in the information - surely that has to be available and is relevant to the forthcoming vote? I know it steals the thunder from the AGM, but surely shareholders in a PLC have the right to scrutinise the latest financial position? 🤔

Irregardless, interesting to note the interest on the C Pref's is not going to be paid, but is being converted into more debt, with interest at 11% (600 %age points over base rate - nice). Although a cursory read of Purple's posting on the debt seems to imply the total debt is only increasing by the interest being rolled up, potentially implying from my previous analysis that underlying profitability of the club is close to break-even? 🤷‍♂️

[Soldier on 284]

Anyone’s hard copy landed yet ?

[PurpleCanary 6,361]

In a contribution that is prohibitively short odds for Miserabilist Post of the Decade – other frequent contenders may as well give up now - @Parma Ham's gone mouldy has inter alia said this:

“In the very near future nobody will have any meaningful say or input into the running of Norwich City Football Club as it becomes a private company, run for the benefit of its Norfolk shareholders. That’s Norfolk Delaware et al, not Norfolk Norfolk of course. There will be no open AGMs, nor votes on the articles, amendments nor any scrutiny of the financial vehicle it has become.” 

A few points to be made. Taking the club private, if it happens, would be no different in fact to the position that existed from the founding all the way to 2002, when it became a plc. And in reality not in effect much different from 2002 onwards, given S&J’s majority control.

But Parma is otherwise generally right. Even if going private is delayed, or never happens, these documents show that the forthcoming EGM and AGM will complete the changing of the guard that started, at least publicly, with a 5-0 home defeat to Tottenham Hotspur.

This is demonstrated through realpolitik decisions that in some cases also have a performative symbolic end-of-an-era value.
So Norfolk will always have a voting majority on the board, and may add directors. The voting-in-tandem deal at AGMs with S&J will end in January 2026. The sole fan-director (as opposed to a supporter director voted in by the fans, which we have never had, or a truly independent director, which we have also never had) will be Tom Smith.

Attanasio would be an idiot to sever that connection, and I don’t think he is an idiot. Equally it would be a surprise if he appointed either a proper supporter-director or a truly independent one.

Norfolk will have 85 per cent of the controlling Ordinaries, which puts S&J’s highest ever figure of around 63 per cent in the shade. And apart from S&J the minorities will have 5 per cent.

Amusingly, all of this is just what a significant number of posters here have been demanding. S&J leaving and some high-flying business type with pots of money coming in. In effect what has happened at numerous other clubs. Out with fuddy-duddy sentimental amateurish localism and in with hard-nosed “greed is good” globalism.

Well, as my dipsomaniac Norwegian nanny used to say, "Better the moose you know than the polar bear you don’t." Or was it the other way round?

Edited September 26 by PurpleCanary

[essex canary 610]

2 hours ago, GMF said:

 

 You spent the majority of last autumn bemoaning MF for, in your opinion, underselling his holdings, but now you want parity with him? I hate to break it to you but that option wasn’t available last time, not least because shareholders voted in favour of the waiver, it’s not on the table this time around, and it’s highly unlikely to happen in the near future.

The first bit is true but it turns out that MF has oversold his holdings. He would also have been in a much better informed position than other shareholders. The same offer was on the Table at an Associate Directors meeting last year as confirmed to me by a Club official. That raises the issue as to why other shareholders, including myself, should not have been similarly offered?

The apparent fact that no AD's took the offer is probably indicative of the fact that none of them believed that the Club valuation, rightly or wrongly. should be remotely as low as 22 years ago. There is of course substantial business expertise within that Group.

The fact though that people of more modest means, who didn't even proactively buy the shares in the first place. may have foregone £20,000 or so as a result of this ineptitude ought to be of concern to the Director who bought the vast majority of his for £1 even if he is of more modest means himself than MF but probably not that modest.

 

[wcorkcanary 4,748]

36 minutes ago, Fen Canary said:

That’s news to me! Are you suggesting my shares in Woolworths aren’t worth as much as I paid for them all those years ago? 

But did you get free sweeties in the meantime, as your investment dwindled?...if so , youve only paid for the sweeties up front, anyway it doesnt matter , i bet you only wanted to help woolworths out  in the first place. Such is life ....a series of ups and down that the Japanese experience as Harmony.

[Robert N. LiM 6,172]

35 minutes ago, shefcanary said:

Still nothing on the main club site related to this. Is Purple alone in getting such a head start on all this?

Wondering if Purple has a very similar name or email address to someone in the corridors of power at NCFC. Michelle Wynn Jones, or something.

[shefcanary 2,936]

5 minutes ago, Robert N. LiM said:

Wondering if Purple has a very similar name or email address to someone in the corridors of power at NCFC. Michelle Wynn Jones, or something.

Has to be something like that for such a privileged view of things. Has Purps been contacted by the Pink'Un yet?

[Robert N. LiM 6,172]

3 minutes ago, shefcanary said:

Has to be something like that for such a privileged view of things. Has Purps been contacted by the Pink'Un yet?

Either that or he's Tom Smith IRL 

[PurpleCanary 6,361]

6 hours ago, shefcanary said:

Still nothing on the main club site related to this. Is Purple alone in getting such a head start on all this? Has anyone received the missive in the post today?

Purp's, are there no accounts for last year included in the information - surely that has to be available and is relevant to the forthcoming vote? I know it steals the thunder from the AGM, but surely shareholders in a PLC have the right to scrutinise the latest financial position? 🤔

Irregardless, interesting to note the interest on the C Pref's is not going to be paid, but is being converted into more debt, with interest at 11% (600 %age points over base rate - nice). Although a cursory read of Purple's posting on the debt seems to imply the total debt is only increasing by the interest being rolled up, potentially implying from my previous analysis that underlying profitability of the club is close to break-even? 🤷‍♂️

Shef, seemingly a load of financial stuff in appendices which don''t form part of what was obviously downloadable. You know how I am with technology! Perhaps significantly though there are two pages left INTENTIONALLY BLANK...🤩

[Up and Away 91]

Just catching up on this.

So, from first read it looks as though Norfolk Holdings will achieve majority (85%) ownership of the club once the $17m (£13m) invested in D preference shares are converted into ordinary shares, which will likely happen next March.

Norfolk had previously subscribed to £10m worth of C-Pref shares and now a further $56m (£42m) in E-Pref shares. I believe that the test for whether these preference shares are treated as equity (investment) or debt (liability) is based on whether the club is able/unable to avoid incurring costs associated with their issue. Neither class of shares have a maturity date, so the holder cannot force the club to redeem them. They do both come with an eye watering, 11% annual dividend. In most situations you would argue that the Board has the discretion not to award the dividend, so these shares would both be treated as investments. Where I am hesitant, is that NH will have control of the Board, and given that all their lending to NCFC to date has been on a commercial basis, this may continue, Glazer style. 

So you could either conclude that NH have bought 85% of the club for around £18m (£8m previously spent on shares, £13m on D-Prefs with the £3m PIK loan repaid by March 2025) or around £70m if you include the C- and E-prefs as equity rather than a liability.

One thing I have not spotted is any reference to external debt. The last set of accounts included around £45m of external debt as well as the Director Loans to S&J and Norfolk. The club accounts are relatively opaque on debt, so it was not clear to whom that debt was owed. The letter to shareholders only covers debts owed to Norfolk and S&J, so not sure if this is all of the debt or whether there are other monies owed.

Maybe the next set of accounts will be clearer, but I am not holding my breath.

[Fen Canary 1,450]

11 hours ago, wcorkcanary said:

But did you get free sweeties in the meantime, as your investment dwindled?...if so , youve only paid for the sweeties up front, anyway it doesnt matter , i bet you only wanted to help woolworths out  in the first place. Such is life ....a series of ups and down that the Japanese experience as Harmony.

Does that include the ones I used to steal as a kid? 

[GMF 1,006]

13 hours ago, Up and Away said:

Norfolk had previously subscribed to £10m worth of C-Pref shares and now a further $56m (£42m) in E-Pref shares. I believe that the test for whether these preference shares are treated as equity (investment) or debt (liability) is based on whether the club is able/unable to avoid incurring costs associated with their issue. Neither class of shares have a maturity date, so the holder cannot force the club to redeem them. They do both come with an eye watering, 11% annual dividend

If I recall correctly the C-Pref has a 7% dividend, but there’s also reference to Redemption Events (a definition in the Memorandum and Articles of Association) being a) seven years from August 2022, b) a Trigger Event.

Point A looks like an obligation to repay in the future, yet the last accounts make provision for these to be repaid in one to two years time.

[Ren 75]

The hardcopy documents are arriving today.

[essex canary 610]

1 hour ago, GMF said:

If I recall correctly the C-Pref has a 7% dividend, but there’s also reference to Redemption Events (a definition in the Memorandum and Articles of Association) being a) seven years from August 2022, b) a Trigger Event.

Point A looks like an obligation to repay in the future, yet the last accounts make provision for these to be repaid in one to two years time.

Yes therefore 2 different stories. The Accounts one now looks correct in terms of the C's being consolidated into the E"s. 

Assuming that is the case  it would appear that the £565k interest associated with this should also have been 1-2 years rather than less than 1 year and has been 'incurred' (deliberate change of verb). 

The accuracy or otherwise of the interest payable of 64k on B's in last years accounts must also be questioned as the Club subsequently worked out that apparently on account of the overall P&L deficit they weren't able to pay it. Perhaps that conclusion ought to have been reached before publishing the Accounts or indeed before publishing the previous years accounts AND in that year paying the dividend?

It is interesting to reflect that the Jimmy Jones Family was a prime mover in the setting up of the Shareholders Association back in 1997 at which the inaugural meeting stated that 'A limited company has a responsibility to treat all of it's shareholders on an equitable basis'. How does that square with settling shares to his family and MF’S family whilst not making the offer to others?

[dylanisabaddog 6,108]

Number 7 came as a surprise 

[Robert N. LiM 6,172]

Just now, dylanisabaddog said:

Number 7 came as a surprise 

I think the presence of only one box there suggests there might be some vote-rigging going on.

[dylanisabaddog 6,108]

Just now, Robert N. LiM said:

I think the presence of only one box there suggests there might be some vote-rigging going on.

Oops. Sorry..... 

[essex canary 610]

42 minutes ago, dylanisabaddog said:

Number 7 came as a surprise 

They may need it as number 1. 

[wcorkcanary 4,748]

2 hours ago, dylanisabaddog said:

Number 7 came as a surprise 

I don't think  it's a surprise  to anyone. 

[essex canary 610]

2 hours ago, wcorkcanary said:

I don't think  it's a surprise  to anyone. 

Probably a measure to at least double the otherwise derisory turnout.

[PurpleCanary 6,361]

On 26/09/2024 at 12:40, shefcanary said:

Has to be something like that for such a privileged view of things. Has Purps been contacted by the Pink'Un yet?

I have enjoyed this!😍 The letter from "independent" director Zoe Webber is dated September 25, ie Wednesday, which is when I got the email.

As far as the club goes the only reason I can think (which makes very little sense) for it not having something is that it has a kind of date by which it thinks stuff sent in the post will have reached everyone, and is waiting for that.

Why now, two days on, there still has, as far as I can see, been nothing on the EDP/pink 'un I cannot think. On the face of it in terms of journalism (shef, you seem to be the expert here🥰) it makes no sense.

[SouthwellC 191]

10 minutes ago, PurpleCanary said:

I have enjoyed this!😍 The letter from "independent" director Zoe Webber is dated September 25, ie Wednesday, which is when I got the email.

As far as the club goes the only reason I can think (which makes very little sense) for it not having something is that it has a kind of date by which it thinks stuff sent in the post will have reached everyone, and is waiting for that.

Why now, two days on, there still has, as far as I can see, been nothing on the EDP/pink 'un I cannot think. On the face of it in terms of journalism (shef, you seem to be the expert here🥰) it makes no sense.

Hi. We did a podcast on this last month explaining what it all means etc - you’re more than welcome to watch it below. As far as I’m aware; we’re the only media outlet to do so. 

 

[PurpleCanary 6,361]

Just now, SouthwellC said:

Hi. We did a podcast on this last month explaining what it all means etc - you’re more than welcome to watch it below. As far as I’m aware; we’re the only media outlet to do so. 

 

I haven't listened to that, but there is a fair bit of interesting detail in the fine print that I have not seen talked about before, and which perhaps is not in the podcast.

In any event I would have thought even just for information's sake it would be standard practice to tell NCFC fans who are not shareholders - or indeed listeners to your podcast - that the meeting is on such and such a date, and briefly recapping in broad terms what are highly significant changes to the ownership.

[SouthwellC 191]

8 minutes ago, PurpleCanary said:

I haven't listened to that, but there is a fair bit of interesting detail in the fine print that I have not seen talked about before, and which perhaps is not in the podcast.

In any event I would have thought even just for information's sake it would be standard practice to tell NCFC fans who are not shareholders - or indeed listeners to your podcast - that the meeting is on such and such a date, and briefly recapping in broad terms what are highly significant changes to the ownership.

Yeah, that’s a fair point. I only got access to the letter today - so please give us some time to digest. As we’ve done throughout, it’s better to do these things properly rather than without full context. With a game this weekend that will kick it into next week. But there is plenty of the small detail (Ressler joining the board, third spot etc) that is covered. 

But this is, mostly, all stuff we’ve reported over the last month. Thanks for the recommendation though and I will try to make sure we get something up once we’ve gone through it all properly. 

[shefcanary 2,936]

1 hour ago, SouthwellC said:

Yeah, that’s a fair point. I only got access to the letter today - so please give us some time to digest. As we’ve done throughout, it’s better to do these things properly rather than without full context. With a game this weekend that will kick it into next week. But there is plenty of the small detail (Ressler joining the board, third spot etc) that is covered. 

But this is, mostly, all stuff we’ve reported over the last month. Thanks for the recommendation though and I will try to make sure we get something up once we’ve gone through it all properly. 

Blimey, so no separate press briefing then!

"What are they hiding?"

JOKE!

[Soldier on 284]

1 hour ago, SouthwellC said:

Yeah, that’s a fair point. I only got access to the letter today - so please give us some time to digest. As we’ve done throughout, it’s better to do these things properly rather than without full context. With a game this weekend that will kick it into next week. But there is plenty of the small detail (Ressler joining the board, third spot etc) that is covered. 

But this is, mostly, all stuff we’ve reported over the last month. Thanks for the recommendation though and I will try to make sure we get something up once we’ve gone through it all properly. 

 Cheers Connor. Can we expect to hear more from Ressler any time soon. AGM perhaps ?

[SouthwellC 191]

3 hours ago, Soldier on said:

 Cheers Connor. Can we expect to hear more from Ressler any time soon. AGM perhaps ?

Expecting him to be at the AGM - so we will ask the question, yes. 

[dylanisabaddog 6,108]

12 hours ago, PurpleCanary said:

I haven't listened to that, but there is a fair bit of interesting detail in the fine print that I have not seen talked about before, and which perhaps is not in the podcast.

In any event I would have thought even just for information's sake it would be standard practice to tell NCFC fans who are not shareholders - or indeed listeners to your podcast - that the meeting is on such and such a date, and briefly recapping in broad terms what are highly significant changes to the ownership.

I think you're missing the point. MA has acquired control of Norwich City with a view to making a profit. It's not the first time, Chase did it as well. 

The bare minimum of supporter contact so far has simply been a box ticking exercise. The truth is that to MA, the views of non shareholding supporters are irrelevant and the minority shareholders are a bit of a nuisance. 

Don't expect @SouthwellCto get any more information than MA wants him to have. It isn't going to happen. 

[Soldier on 284]

37 minutes ago, dylanisabaddog said:

I think you're missing the point. MA has acquired control of Norwich City with a view to making a profit. It's not the first time, Chase did it as well. 

The bare minimum of supporter contact so far has simply been a box ticking exercise. The truth is that to MA, the views of non shareholding supporters are irrelevant and the minority shareholders are a bit of a nuisance. 

Don't expect @SouthwellCto get any more information than MA wants him to have. It isn't going to happen. 

I think you are somewhat missing the point. Purple isn’t referring to a briefing/contact from MA. He’s recommending that a further explainer piece from the local newspaper may be appreciated now further detail has come to light in the shareholder packs.

[dylanisabaddog 6,108]

1 hour ago, Soldier on said:

I think you are somewhat missing the point. Purple isn’t referring to a briefing/contact from MA. He’s recommending that a further explainer piece from the local newspaper may be appreciated now further detail has come to light in the shareholder packs.

I think you need to read his post again