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

[PurpleCanary 6,361]

Leaving aside the financials, important as they are, I would say we are not just about to have a change of ownership but a change of style of ownership.

There will not be the approachability there was. You could have a chat with Michael Foulger at Yarmouth races, or a drink with S&J in a pub at away matches, or share a joke with Tom. They were fans, although to be clear not proper supporter-directors elected by the fans.

Attanasio and Ressler live and work in the US and the third Norwich director will either be the same, or be in Attanasio’s UK office and live and work in London. That leaves Zoe Webber, an employee, who will never be able to speak frankly, and Tom pretty much in the same position. And the door is publicly now open for Norfolk alone to choose more directors.

Plus, if I have read this right, it is specified that if Norfolk physically doesn’t have a majority at a board meeting then the Norfolk director or directors present can give themselves extra votes to provide it.

That is going a long way from the collegiate system we have had whereby S&J could - if not be actually formally outvoted - then at least be persuaded by the others to change their minds. Potentially different to the Colchester debacle, when I believe S&J’s instinct was to keep Gunn as manager, and McNally – possibly also Bowkett – successfully argued otherwise.

Again if I have understood then Norfolk will have in effect the first right of purchase if S&J decide to transfer or sell some or all of their shares, unless the transfer/sale is to Tom Smith. And if Norfolk doesn’t want to buy those shares it has the right to block any transfer/sale to anyone other than Tom Smith, although it has to have a good reason for refusing consent.

These provisions are interesting in relation to the 90 per cent share-ownership threshold at which Attanasio (about to have 85 per cent) can forcibly buy out the remaining shareholders. And the voting-in-tandem deal between S&J and Norfolk for AGMs, which runs until January 19, 2026, will be terminated then.

All this points to an absolute control over the club. It is also the kind of thing an owner would do if they were thinking of buying out most or all of the rest and taking the club private. Which I and other posters have suggested from day one is a possibility and which  Parma says as a matter of fact it will happen.

Attanasio owns Milwaukee Brewers as a private company, and if NCFC goes the same way then goodbye to any meaningful input from fans. No minority shareholders, no AGMs, no annual accounts, no need to be answerable to the Takeover Code/Panel. Absolutely no say at all on a future sale, and no outside rules to follow. Fans will wake up one day and find it has happened. The irony of which I cannot resist pointing out - this is just what quite a few posters here have for many years and in many posts demanded, whether they realised it or not.🤩

All that said, two points. This future for us is how most companies and probably most football clubs are run. The S&J model had become an anachronism. And carefully phrased public feedback from the Trust, in the wake of its lengthy zoom call with Attanasio, is positive. One hopes, because one can have good intentions and plans while at the same time being unapproachable and unanswerable.

[wcorkcanary 4,748]

5 hours ago, essex canary said:

I should politely enquire about your anxiety levels given that I have 5 times as many votes as Michael Foulger.

No anxiety here kev, in Lisbon,  WiFi working well, won't  miss the chance to invest should the club come up with another bond scheme thingy while  I'm here. Coimbra tomorrow , I expect they'll have WiFi there too. ....and if they don't, there's always 4g , only an idiot would miss out nowadays...or even a few years ago.  Look  at me, giving financial  and comms advice to the master, what am I like. Here am I,  chillin , while you sweat blood over the minutae of a Takeover that you have no control over whatsoever ,  you'll have even less pull soon kev, get out while you can , Footy isn't for the small man.   

Time for a Brandy G' night.  X

[wcorkcanary 4,748]

19 minutes ago, PurpleCanary said:

forcibly

Isn't he obliged to make the offer(s) once he gets 90%  ?  Subtle difference if I'm correct. Apologies if I've got it wrong . 

[PurpleCanary 6,361]

55 minutes ago, wcorkcanary said:

Isn't he obliged to make the offer(s) once he gets 90%  ?  Subtle difference if I'm correct. Apologies if I've got it wrong . 

I am on my annual religio/intellectual retreat in the snug bar of a Nepalese ashram, and I need to have another look at the Takeover Code, but from herb-induced fallible memory I think it is an option which is then forcible rather than a forced move.

Edited September 29 by PurpleCanary

[essex canary 610]

12 hours ago, GMF said:

Thanks for the lecture @essex canary.

Can I respectfully suggest that you reread all the advice I’ve given you previously, both on here, and in numerous emails.

You’ve ignored most of it, which is, of course, your prerogative.

The original acquisitions were as a consequence of the NG’s offer to MF, and their agents approaching various other leading shareholders.

Let’s not forget how that subsequent discussion with the AD’s was actually facilitated, or, more importantly, who (you) was also advised about it at the time (and by whom).

To be absolutely clear, the Club could not interfere with who NG approached, or who they didn’t at that time.

Of course, the Takeover Code wasn’t relevance then, in 2022, because the initial acquisitions only totalled about 22%. Which makes you copying the above completely unhelpful and irrelevant in the context of the initial acquisitions. 

It only became relevant with the subsequent debt to equity conversion in 2023, which was based upon the same price as the initial acquisitions. So, no issues there. However, for that to actually happen, shareholders voted for the waiver against the requirement for an offer.

That happened, of course. You might not have liked it, but that’s democracy in action for you.

Quite what the sentence about AD's is supposed to mean is a puzzle to me as I wasn't approached at the time despite making a prior enquiry as advised by yourself. That is clearly discriminatory. 

Based on the rest of your explanation it would now appear that NG approached the Foulger and Jimmy Jones families without the involvement of any Club employees. Sorry but there has been suggestions on here that the Club's Executive Director was involved therefore it would follow that the Club hasn't treated it's shareholders equally as any Limited Company as required to do.

Given that Supporters Panel representatives have complained of abuse, that should be a 2 way street. They should be subject to a Code of Conduct when expressing themselves on message boards in relation to non-football matters. Another failing at the higher echelons of our Football Club.

The papers confirm that Mrs. Webber was the sole arbiter of the waiver judgement. That is a little like running a passenger jet with a Pilot only and even then one who is listening to the Airline boss rather than attending to the flight checklist.

Effective Fan Engagement needs to take these matters on board.

 

 

 

Edited September 30 by essex canary

[essex canary 610]

@PurpleCanary

An interesting context is WBA with their new American owner that retains 12% fan ownership albeit with only 1 shareholder entry on the Club"s Register with the shareholders organisation being accountable to the contributing individuals.

The latter are far less numerous than at NCFC with their holdings being far more egalitarian in nature.

In some ways this seems a good model as we should get away from individual fans or groups with their Chinese whispers in the Lion & Castle as it only leads to favouritism.

Maybe this is why the Canaries Trust are having cosy chats with Attanasio?

All in all it may be a good idea providing (some) Trust officials can up their game a little and/or develop a greater sense of democracy within their own ranks.

[Robert N. LiM 6,174]

10 hours ago, PurpleCanary said:

All this points to an absolute control over the club. It is also the kind of thing an owner would do if they were thinking of buying out most or all of the rest and taking the club private. Which I and other posters have suggested from day one is a possibility and which  Parma says as a matter of fact it will happen.

...

All that said, two points. This future for us is how most companies and probably most football clubs are run. The S&J model had become an anachronism. And carefully phrased public feedback from the Trust, in the wake of its lengthy zoom call with Attanasio, is positive. One hopes, because one can have good intentions and plans while at the same time being unapproachable and unanswerable.

Thanks Purple, really helpful summary for those of us unable to make head not tail of financial/legal documents. Much obliged to you.

The bit I've put in bold sums it up for me. Doesn't seem like we really had much choice to abandon the S&J model and just become like everybody else. Can't say I'm too thrilled about it, it's just another sad development in a series of them since football essentially sold its soul in 1992. But that said, if we are to be run by a distant billionaire, MA has certainly done a very good job so far of seeming like he's at the benign end of the spectrum of billionaires. We can only hope that he becomes emotionally invested as well as financially invested.

[wcorkcanary 4,748]

9 hours ago, PurpleCanary said:

I am on my annual religio/intellectual retreat in the snug bar of a Nepalese ashram, and I need to have another look at the Takeover Code, but from herb-induced fallible memory I think it is an option which is then forcible rather than a forced move.

 

9 hours ago, PurpleCanary said:

I am on my annual religio/intellectual retreat in the snug bar of a Nepalese ashram, and I need to have another look at the Takeover Code, but from herb-induced fallible memory I think it is an option which is then forcible rather than a forced move.

Ah the old navel gazing sabbatical , how gauche. An option  that  is then forcible? I really thought at 90 he is obliged to make an offer, can understand that , as effectively  the remainder have no power and may wish to be bought out ,but the holders of the 10%  are surely not obliged to sell are they? If so they should get a move on aquire that 90 and put Essex out of his misery. 

Chillums, Charas and Chai !! 

[Feedthewolf 5,885]

10 hours ago, wcorkcanary said:

No anxiety here kev, in Lisbon,  WiFi working well, won't  miss the chance to invest should the club come up with another bond scheme thingy while  I'm here. Coimbra tomorrow , I expect they'll have WiFi there too. ....and if they don't, there's always 4g , only an idiot would miss out nowadays...or even a few years ago.  Look  at me, giving financial  and comms advice to the master, what am I like. Here am I,  chillin , while you sweat blood over the minutae of a Takeover that you have no control over whatsoever ,  you'll have even less pull soon kev, get out while you can , Footy isn't for the small man.   

Time for a Brandy G' night.  X

Oh nice, myself and Mrs Wolf are off to Aveiro, Coimbra and Lisbon at the end of the month... feel free to DM me with any recommendations for Coimbra in particular! Have a great time.

[Up and Away 91]

A couple of comments.

- One option available to NH is to issue themselves more shares post takeover, which will dilute the minority holdings further. This can be done as many times as they want until the value of the minority shares are reduced to pennies. It would then be much cheaper to clear up the outstanding shares if they were thinking of taking the club private.

- My understanding is that if an offer is made to minority shareholders, it has to be accepted by all shareholders, else it does not happen. Effectively a majority of minority share holders would need to agree to the offer. Could it be that S&J have vetoed the idea of the minorities being bought out (for now at least) as they would also be out of the door? 

So one possible scenario is that the over time S&J and the rest of the minorities get massively diluted and become a rounding error on the shareholders register. You only need to look what has happened down the road. Minority shareholders held 12.5% of ITFC when the club were taken over by Gamehanger. In about three years, that holding has been diluted to around 1% by the issuance of new shares from ITFC to GC. 

 

[GMF 1,006]

Looks like someone is conflating facts and fiction, with some completely random, unsubstantiated claims, thrown into the mix, with a liberal dose of shade being thrown in various directions.

The real sad part is that in among all the inane ramblings, there’s one worthwhile point, but it’s completely lost in all the other nonsense.

Anyway, I’ve had enough of shade being thrown in my direction. Someone is going to be completely ignored from now on. 

[Greavsy 2,636]

34 minutes ago, GMF said:

Looks like someone is conflating facts and fiction, with some completely random, unsubstantiated claims, thrown into the mix, with a liberal dose of shade being thrown in various directions.

The real sad part is that in among all the inane ramblings, there’s one worthwhile point, but it’s completely lost in all the other nonsense.

Anyway, I’ve had enough of shade being thrown in my direction. Someone is going to be completely ignored from now on. 

Respect - Good luck and be strong! 

If everyone else done likewise he would soon be gone. 

[Soldier on 285]

3 minutes ago, Greavsy said:

Respect - Good luck and be strong! 

If everyone else done likewise he would soon be gone. 

Does he spoil his vote ?

[Greavsy 2,636]

1 minute ago, Soldier on said:

Does he spoil his vote ?

Ive no idea - and care even less. 

Spoils to forum though. 

[Soldier on 285]

37 minutes ago, Greavsy said:

Ive no idea - and care even less. 

Spoils to forum though. 

Yep true all about him rather than the club.

[shefcanary 2,936]

My reading of the documents is that Smith & Jones are fighting, although of course politely, to hang on to some semblance of control over things. The fact that when the time comes their shares will pass to Tom, as long as he continues to keep Attanasio & Co. happy he can play the part of the Norfolk Community's good conscience on the Board. As readers of my earlier missives on this subject back in the day may remember, I always expected Smith & Jones to allow Attanasio to takeover but somehow find a way of being a block on total control.

The current set up proposed in these documents provides very limited success for Smith & Jones on this aim because as others have noted, if Attanasio wants to end the public status of the club, there are relatively simple ways of doing so - the next sign of cashflow difficulties, or say, the opportunity to buy an expensive top player, another cash injection for new shares and further dilution of minority shareholdings and its done.   

Other people will also recall I was pretty concerned by who Norfolk Holdings other shareholders were, the 17% labelled as US individuals and corporations. If the EFL have thus done their work to the "nth" degree then those names appearing on their OADT register surely are the owners of this 17% - that is Fumai, Wronski and Schlesinger? Can anyone confirm this? If so, it starts to look more like a sole Attanasio project after all, just supported by a few friends.

[NewNestCarrow 290]

24 minutes ago, shefcanary said:

Other people will also recall I was pretty concerned by who Norfolk Holdings other shareholders were, the 17% labelled as US individuals and corporations. If the EFL have thus done their work to the "nth" degree then those names appearing on their OADT register surely are the owners of this 17% - that is Fumai, Wronski and Schlesinger? Can anyone confirm this? If so, it starts to look more like a sole Attanasio project after all, just supported by a few friends.

Bearing in mind that Fumai, Wronki & Schlesinger are roughly the US-equivalents of Knapper, Anthony Richens &  James Hill, I very much doubt it.

The other investors in Attanassio's US-businesses are not publicly known,  but as Richard Ressler's brother has an estimated worth of $11.3 billion then I would be amazed if hadn't chipped in.

EDIT:  Richard  Ressler's brother's Brother in Law is also very, very wealthy; est worth $14 billion

 

Edited September 30 by NewNestCarrow

[Soldier on 285]

10 minutes ago, NewNestCarrow said:

Bearing in mind that Fumai, Wronki & Schlesinger are roughly the US-equivalents of Knapper, Anthony Richens &  James Hill, I very much doubt it.

The other investors in Attanassio's US-businesses are not publicly known,  but as Richard Ressler's brother has an estimated worth of $11.3 billion then I would be amazed if hadn't chipped in.

 

Ressler himself is also pretty wealthy isn’t he ?

[Soldier on 285]

29 minutes ago, shefcanary said:

My reading of the documents is that Smith & Jones are fighting, although of course politely, to hang on to some semblance of control over things. The fact that when the time comes their shares will pass to Tom, as long as he continues to keep Attanasio & Co. happy he can play the part of the Norfolk Community's good conscience on the Board. As readers of my earlier missives on this subject back in the day may remember, I always expected Smith & Jones to allow Attanasio to takeover but somehow find a way of being a block on total control.

The current set up proposed in these documents provides very limited success for Smith & Jones on this aim because as others have noted, if Attanasio wants to end the public status of the club, there are relatively simple ways of doing so - the next sign of cashflow difficulties, or say, the opportunity to buy an expensive top player, another cash injection for new shares and further dilution of minority shareholdings and its done.   

Other people will also recall I was pretty concerned by who Norfolk Holdings other shareholders were, the 17% labelled as US individuals and corporations. If the EFL have thus done their work to the "nth" degree then those names appearing on their OADT register surely are the owners of this 17% - that is Fumai, Wronski and Schlesinger? Can anyone confirm this? If so, it starts to look more like a sole Attanasio project after all, just supported by a few friends.

As others have pointed out. The minority shareholders down the road have been diluted from 12% to 1% in no time. Wouldn’t be a shock if that happened here. Delia and Michael so still get their 6 complimentary tickets in the board room and parking though !!

[shefcanary 2,936]

18 minutes ago, NewNestCarrow said:

Bearing in mind that Fumai, Wronki & Schlesinger are roughly the US-equivalents of Knapper, Anthony Richens &  James Hill, I very much doubt it.

The other investors in Attanassio's US-businesses are not publicly known,  but as Richard Ressler's brother has an estimated worth of $11.3 billion then I would be amazed if hadn't chipped in.

Yeah, I've literally just been looking into the background of Fumai (CFO - the finance guys), Wronski (General Counsel - the legal lass) and Schlesinger (COO - the operations guy) on the Brewers web-site. All full-time executives.

What we don't know is the total cost of the investment into Norfolk is, but yes, probably not by the Executives at the Brewers.

Edited September 30 by shefcanary

[NewNestCarrow 290]

4 minutes ago, Soldier on said:

Ressler himself is also pretty wealthy isn’t he ?

Richard Ressler has already been publicly identified as the principle of 'Orchard', and so is irrelevant to this conversation about minority interests.

[Soldier on 285]

6 minutes ago, NewNestCarrow said:

Richard Ressler has already been publicly identified as the principle of 'Orchard', and so is irrelevant to this conversation about minority interests.

Indeed don’t expect us to find out about those with minority interests tbf 

[shefcanary 2,936]

8 minutes ago, Soldier on said:

Delia and Michael so still get their 6 complimentary tickets in the board room and parking though !!

Yes, the detail at bottom of page 12 is quite interesting - they get the front row of the Directors' box for the TV exposure (it doesn't mention whether MWJ has his own ash tray) and they aren't absolutely guaranteed of away tickets either (with a hint that they may not be trying to get to them all anyway). 

"Access rights and benefits

Provided that either MWJ or DS (or both) are physically present for such fixtures, they will retain their current ticket allocation of, in aggregate, up to EIGHT complimentary tickets per home fixture in the front row of the Directors' Box (comprising one ticket each for MWJ and DS and up to SIX additional tickets for their guests), along with such provision for such guests of complimentary car parking and dining in "The Directors Room". Norfolk has also agreed to make commercially reasonable efforts to procure that MWJ and DS will have access to certain away fixtures by way of arrangement with the company."

It does raise the question of who will front Norfolk's ownership within the Directors' Box.

[shefcanary 2,936]

8 minutes ago, Soldier on said:

Indeed don’t expect us to find out about those with minority interests tbf 

I'll continue to fret about those ..... 🤔 

[Soldier on 285]

8 minutes ago, shefcanary said:

Yes, the detail at bottom of page 12 is quite interesting - they get the front row of the Directors' box for the TV exposure (it doesn't mention whether MWJ has his own ash tray) and they aren't absolutely guaranteed of away tickets either (with a hint that they may not be trying to get to them all anyway). 

"Access rights and benefits

Provided that either MWJ or DS (or both) are physically present for such fixtures, they will retain their current ticket allocation of, in aggregate, up to EIGHT complimentary tickets per home fixture in the front row of the Directors' Box (comprising one ticket each for MWJ and DS and up to SIX additional tickets for their guests), along with such provision for such guests of complimentary car parking and dining in "The Directors Room". Norfolk has also agreed to make commercially reasonable efforts to procure that MWJ and DS will have access to certain away fixtures by way of arrangement with the company."

It does raise the question of who will front Norfolk's ownership within the Directors' Box.

You’d imagine in the fullness of time they’d want some U.K. representation that can be their eyes and ears on a full time basis. Be interested to hear more on Ressler’s involvement and aspirations as well.

[Soldier on 285]

22 minutes ago, shefcanary said:

I'll continue to fret about those ..... 🤔 

Question for the AGM perhaps (at least while they are still having them!!)

[nutty nigel 7,889]

49 minutes ago, shefcanary said:

Yes, the detail at bottom of page 12 is quite interesting - they get the front row of the Directors' box for the TV exposure (it doesn't mention whether MWJ has his own ash tray) and they aren't absolutely guaranteed of away tickets either (with a hint that they may not be trying to get to them all anyway). 

"Access rights and benefits

Provided that either MWJ or DS (or both) are physically present for such fixtures, they will retain their current ticket allocation of, in aggregate, up to EIGHT complimentary tickets per home fixture in the front row of the Directors' Box (comprising one ticket each for MWJ and DS and up to SIX additional tickets for their guests), along with such provision for such guests of complimentary car parking and dining in "The Directors Room". Norfolk has also agreed to make commercially reasonable efforts to procure that MWJ and DS will have access to certain away fixtures by way of arrangement with the company."

It does raise the question of who will front Norfolk's ownership within the Directors' Box.

Glad’ just shouted me…

Tull Stef they wotta do away with that durekturs box and sell the seats as extra home season tickuts at two grand a pop. The away durekturs and guests can git tickuts with the away hoi polloi or stay at hoom.”

she has a point…

[PurpleCanary 6,361]

1 hour ago, shefcanary said:

Yes, the detail at bottom of page 12 is quite interesting - they get the front row of the Directors' box for the TV exposure (it doesn't mention whether MWJ has his own ash tray) and they aren't absolutely guaranteed of away tickets either (with a hint that they may not be trying to get to them all anyway). 

"Access rights and benefits

Provided that either MWJ or DS (or both) are physically present for such fixtures, they will retain their current ticket allocation of, in aggregate, up to EIGHT complimentary tickets per home fixture in the front row of the Directors' Box (comprising one ticket each for MWJ and DS and up to SIX additional tickets for their guests), along with such provision for such guests of complimentary car parking and dining in "The Directors Room". Norfolk has also agreed to make commercially reasonable efforts to procure that MWJ and DS will have access to certain away fixtures by way of arrangement with the company."

It does raise the question of who will front Norfolk's ownership within the Directors' Box.

Oh shef! Who got a preferentially early email notice of the EGM?!😍

[NewNestCarrow 290]

1 hour ago, shefcanary said:

I'll continue to fret about those ..... 🤔 

Why fret?

I'll bet that if those names were to become public there would be much hand-wringing & posturing about dirty money, politics or religion and / or people with dirty contacts.

 

[nutty nigel 7,889]

As more and more clubs are owned by people who don’t go to games there will be no need for a directors box. Glad’ gets it…