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

[TIL 1010 5,227]

17 hours 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.

Mick Dennis states on a Facebook page that Delia and Michael will have no privileges.

[Soldier on 285]

1 minute ago, TIL 1010 said:

Mick Dennis states on a Facebook page that Delia and Michael will have no privileges.

Mick Dennis lies shocker. 

[TIL 1010 5,227]

9 minutes ago, Soldier on said:

Mick Dennis lies shocker. 

The final sentence in a fairly long post by him.....

The EGM documents explain that D & M’s new, honorary titles of ‘presidents’ of the club confer absolutely no rights or privileges. That’s their choice too.

He also runs on about their percentage holding dropping from 40% to 3% but fails to mention they still hold 327,000 shares with a value of a few million quid or of course full repayment of the seven figure loan for The Lion and Castle.

Edited October 1 by TIL 1010

[PurpleCanary 6,361]

In terms of corporate law, which is what the document is all about, S&J will have no privileges.

[TIL 1010 5,227]

3 minutes ago, PurpleCanary said:

In terms of corporate law, which is what the document is all about, S&J will have no privileges.

I am not too sure Mick Dennis had corporate law in mind when he penned his latest long eulogy on Book of Faces.

[PurpleCanary 6,361]

On 28/09/2024 at 16:20, PurpleCanary said:

To do that he would either have to buy out all the minorities, or buy about half S&J's shares, or some combination of the two. But I doubt S&J want at the moment to sell any of theirs to Norfolk. It is probably no coincidence that Attanasio has not - yet - got to 90 per cent.

The ability for Attanasio to make a forced offer if he reaches 90 per cent comes (unless this has been recently changed) under Rule 979 of UK company law (rather than the Takeover Code), and is commonly referred to as a squeeze-out. This is a readable summary from Wiki but I have checked elsewhere and it seems to be accurate:

"It gives a takeover bidder who has already acquired 90% of a company's shares the right to compulsorily buy out the remaining shareholders. Conversely section 983 (the "sell out" provision) allows minority shareholders to insist their stakes are bought out."

Edited October 1 by PurpleCanary

[PurpleCanary 6,361]

3 hours ago, PurpleCanary said:

The ability for Attanasio to make a forced offer if he reaches 90 per cent comes (unless this has been recently changed) under Rule 979 of UK company law (rather than the Takeover Code), and is commonly referred to as a squeeze-out. This is a readable summary from Wiki but I have checked elsewhere and it seems to be accurate:

"It gives a takeover bidder who has already acquired 90% of a company's shares the right to compulsorily buy out the remaining shareholders. Conversely section 983 (the "sell out" provision) allows minority shareholders to insist their stakes are bought out."

Totally unrelatedly, I came across this, again from Wiki:

"In the US squeeze-outs are governed by State laws, e.g. 8 Delaware Code § 253 permits a parent corporation owning at least 90% of the stock of a subsidiary to merge with that subsidiary, and to pay off in cash the minority shareholders. The consent of the minority shareholders is not required. They are merely entitled to receive fair value for their shares. This is in contrast to freeze-outs, where the minority interest is unable to liquidate their investment."

[Midlands Yellow 4,682]

4 hours ago, TIL 1010 said:

Mick Dennis states on a Facebook page that Delia and Michael will have no privileges.

Mick’s normally one to trust isn’t he? He wouldn’t make stuff up surely. 

[nutty nigel 7,889]

23 hours 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.

Not sure about this. At the infamous AGM interviews Michael and Delia made it crystal clear that they would be happy to return to their seats in the County Stand. I think, whether it be Mick Dennis or folk on here, things could possibly being made up to suit preconceived agendas.

Glad' is right to point out that in the future there may be no need for a directors box. Future owners could have a box in the south stand for the odd game they attend. But what to do with the directors box?

Maybe we should have a thread or a poll....

Edited October 1 by nutty nigel

[shefcanary 2,936]

5 minutes ago, nutty nigel said:

Not sure about this. At the infamous AGM interviews Michael and Delia made it crystal clear that they would be happy to return to their seats in the County Stand. I think, whether it be Mick Dennis or folk on here, things could possibly being made up to suit preconceived agendas.

Glad' is right to point out that in the future there may be no need for a directors box. Future owners could have a box in the south stand for the odd game they attend. But what to do with the directors box?

Maybe we should have a thread or a poll....

Mick answered a query I raised with him on FaceAche about this, apparently the Drecky box seats was a surprise to Delia and Mike, they had no idea it was going to be included in the legal framework. Mick being close to D&M obviously can relay this. If Delia and Michael outlive Delia's mum that's an expensive pay-off though, the equivalent of a Corporate Box for life at c.£50K p.a. could be worth £1m! How our resident ex-AD must be bristling at that.

[nutty nigel 7,889]

2 minutes ago, shefcanary said:

Mick answered a query I raised with him on FaceAche about this, apparently the Drecky box seats was a surprise to Delia and Mike, they had no idea it was going to be included in the legal framework. Mick being close to D&M obviously can relay this. If Delia and Michael outlive Delia's mum that's an expensive pay-off though, the equivalent of a Corporate Box for life at c.£50K p.a. could be worth £1m! How our resident ex-AD must be bristling at that.

Again you can rewatch the AGM interviews where this is discussed. I won't link because I know you've posted about them plenty of times.

My own personal view is now the club is no longer owned by people who go to games holding onto these things is just a nod to the past. There's no need to entertain people unless they have money to invest. The seats could be sold to trippers for huge amounts of money as they are in prime position opposite the tv cameras.

As for the dining room and the owners pre match trough - Just Eat could possibly do transatlantic deliveries...

 

[Soldier on 285]

17 minutes ago, shefcanary said:

Mick answered a query I raised with him on FaceAche about this, apparently the Drecky box seats was a surprise to Delia and Mike, they had no idea it was going to be included in the legal framework. Mick being close to D&M obviously can relay this. If Delia and Michael outlive Delia's mum that's an expensive pay-off though, the equivalent of a Corporate Box for life at c.£50K p.a. could be worth £1m! How our resident ex-AD must be bristling at that.

If that is Indeed the case then it’s a nice touch from the Americans…..

[essex canary 610]

Keir Starmer has re-set the standard for modern day socialists. The age of Johnsonianism is upon us. No problem in their world.

[wcorkcanary 4,748]

1 hour ago, essex canary said:

Keir Starmer has re-set the standard for modern day socialists. The age of Johnsonianism is upon us. No problem in their world.

Oh,Kev, the world is leaving you behind . 

[shefcanary 2,936]

I've finally had some time to go through the paperwork issued this time in detail.

I've spent a bit of time estimating what Norfolk put in during 23/24 season (that is ignoring the $7m Further Norfolk Credit for 24/25, plus the $9m accrued interest on the loans and any roll-up of dividends on their preference shares).

In my previous analysis of the 22/23 accounts, I estimated if the club broke even in 23/24 season, then no further financial support was required unless they blew a lot of cash after the season closed and before the year-end. I estimate from the EGM paperwork Norfolk leant a further £14m to the club in that 23/24 season. Does this mean the club lost £14m in that financial year or was this for player trading, or a combination of both, or even something else altogether?  Only the accounts will tell (hopefully). But does reiterate that Delia and Michael could not have continued to be the sole owners of the club with a financial requirement of that much.

If we are looking at what this all values the club at, from Norfolk's point of view (if you add back their post transaction lending of c.£70m to the value of all ordinary shares based on the cost to Norfolk of its new shareholding) you are looking at c.£95m. That seems to be closer to current market value of a championship club. 

[Parma Ham's gone mouldy 2,446]

4 hours ago, shefcanary said:

I've finally had some time to go through the paperwork issued this time in detail.

I've spent a bit of time estimating what Norfolk put in during 23/24 season (that is ignoring the $7m Further Norfolk Credit for 24/25, plus the $9m accrued interest on the loans and any roll-up of dividends on their preference shares).

In my previous analysis of the 22/23 accounts, I estimated if the club broke even in 23/24 season, then no further financial support was required unless they blew a lot of cash after the season closed and before the year-end. I estimate from the EGM paperwork Norfolk leant a further £14m to the club in that 23/24 season. Does this mean the club lost £14m in that financial year or was this for player trading, or a combination of both, or even something else altogether?  Only the accounts will tell (hopefully). But does reiterate that Delia and Michael could not have continued to be the sole owners of the club with a financial requirement of that much.

If we are looking at what this all values the club at, from Norfolk's point of view (if you add back their post transaction lending of c.£70m to the value of all ordinary shares based on the cost to Norfolk of its new shareholding) you are looking at c.£95m. That seems to be closer to current market value of a championship club. 

You will recall from the outset we valued Delia and Michael’s shareholding ‘equity’ at £43m.

Any Norfolk ‘investment’ should be seen ‘net, net, net’ to include this figure. 

Equally when calculating the generosity of Delia and Michael, this number needs to be at the forefront of people’s minds. 

Furthermore when it comes to evaluating the ‘buy in’ of Norfolk, this £43m equity must also be incorporated, with the final ‘plusvalenza’ number (one less the other) be seen in context of what any similar English football asset costs to obtain and insert into a multi-sport corporate package. 

We were seen as a distressed asset and the game was played with this point in mind. That was clear to us from the outset. 

It was not exactly how things were introduced however. 

Parma 

Edited October 3 by Parma Ham's gone mouldy

[essex canary 610]

10 hours ago, Parma Ham's gone mouldy said:

You will recall from the outset we valued Delia and Michael’s shareholding ‘equity’ at £43m.

Any Norfolk ‘investment’ should be seen ‘net, net, net’ to include this figure. 

Equally when calculating the generosity of Delia and Michael, this number needs to be at the forefront of people’s minds. 

Furthermore when it comes to evaluating the ‘buy in’ of Norfolk, this £43m equity must also be incorporated, with the final ‘plusvalenza’ number (one less the other) be seen in context of what any similar English football asset costs to obtain and insert into a multi-sport corporate package. 

We were seen as a distressed asset and the game was played with this point in mind. That was clear to us from the outset. 

It was not exactly how things were introduced however. 

Parma 

If D&M's share was worth £43 million, it would follow that MF's was £13 million, why did he settle for £2.5 million?

[Soldier on 285]

4 minutes ago, essex canary said:

If D&M's share was worth £43 million, it would follow that MF's was £13 million, why did he settle for £2.5 million?

He put the clubs interests ahead of his own ?

[Jim Smith 2,578]

On 01/10/2024 at 10:04, TIL 1010 said:

I am not too sure Mick Dennis had corporate law in mind when he penned his latest long eulogy on Book of Faces.

I agree. Fair enough I don’t begrudge them let ping their seats in the directors box although if you take the price cited by Kier Starmer for his Carrow Road tickets it is a cool £30k worth of hospitality a season at home games (plus some maybe away) so I think many would consider that a bit of a “privilege”.

Looks like they won’t be using those Riverend season tickets they said they were keeping to return to after all! 

[essex canary 610]

17 minutes ago, Soldier on said:

He put the clubs interests ahead of his own ?

We will see how the Americans get on with that. Doubtless their expectations will be organic growth of the Club's assets and their own. That is everyone's expectations aside from Normal for Norfolk and Stowmarket.

[wcorkcanary 4,748]

5 hours ago, essex canary said:

We will see how the Americans get on with that. Doubtless their expectations will be organic growth of the Club's assets and their own. That is everyone's expectations aside from Normal for Norfolk and Stowmarket.

As you should be well aware  by now Kev,  expectations are just disappointments  waiting to happen. Were you a Boy Scout?  Are you prepared?

[essex canary 610]

9 minutes ago, wcorkcanary said:

As you should be well aware  by now Kev,  expectations are just disappointments  waiting to happen. Were you a Boy Scout?  Are you prepared?

The Americans could fail. Doubtless though they are thinking hey just like Brentford we could spend £50 million less on Wages. We may even stay up then there is more than a few million we can pocket. No point paying useless footballers and staff.

[wcorkcanary 4,748]

1 minute ago, essex canary said:

 No point paying useless footballers and staff.

Or ex ADs, now shunned by their  peers, ignored by the Club's admin,  ridiculed, corrected and laughed at by reasonable supporters, you're a  busted flush  Dacky me boy. Washed up , redundant, jetsam, unwanted, unloved and unlovable, even the dogs home would have a hard time making you an attractive  proposition for humans to engage with.  From AD to SD ( Stray Dog) oh how the Ego must hurt. ...you will soon be relying on the kindness of strangers .  

[Feedthewolf 5,885]

2 minutes ago, wcorkcanary said:

Or ex ADs, now shunned by their  peers, ignored by the Club's admin,  ridiculed, corrected and laughed at by reasonable supporters, you're a  busted flush  Dacky me boy. Washed up , redundant, jetsam, unwanted, unloved and unlovable, even the dogs home would have a hard time making you an attractive  proposition for humans to engage with.  From AD to SD ( Stray Dog) oh how the Ego must hurt. ...you will soon be relying on the kindness of strangers .  

You still in Portugal, Corkio? Might be a good time to go and grab some bacalhau and vinho verde... just sayin'.

[wcorkcanary 4,748]

18 minutes ago, Feedthewolf said:

You still in Portugal, Corkio? Might be a good time to go and grab some bacalhau and vinho verde... just sayin'.

On train to Lisboa, giving kev a little belly rub.   I dont drink alcohol  before  dinner generally.  As  you say he's an inveterate time waster,  I give him only the time that I would otherwise  be wasting elsewhere, mostly when I'm having a dump  ، or unable to do something  constructive.  He doesn't  get any of the time  that I could be doing something  more rewarding,  like wiping my arris.   He is of little consequence,  just  a dumpster for negative  energy. Please don't be concerned  , I'm not. Train arrives in lisboa soon  and it'll be time for a Bifana and an ice cold Sagres/ Super Bock. Spain next Friday  with short interlude in the Emerald  isle, just  to check in on  Corkio Towers,  the Moat  and Yacht and the Helicopter needs a service , I hate taking the launch out to the Yacht.I find the Chopper is much more convenient....if a little noisy,  the bloodstock   sometimes panic as I fly over, but mending the fences gives the riff raff something to do while I'm away. . Must get the Helipad repainted during my absence  too, hard to see it sometimes amid the Oak and Beech forest.  Perhaps a few lights too. 

 

[essex canary 610]

If you haven't got a clean pot to pi55 in, look at the Chief Janitor. If you have been through managers at a rate of knots in recent times and have now only got 1 point at the bottom of the table, look at the Director of Football. If there has been a monumental failing with a simple project, look at your project manager Executive Director.

If you are feeling a bit squeamish put in a phone call to Alan Sugar.

[Feedthewolf 5,885]

24 minutes ago, wcorkcanary said:

On train to Lisboa, giving kev a little belly rub.   I dont drink alcohol  before  dinner generally.  As  you say he's an inveterate time waster,  I give him only the time that I would otherwise  be wasting elsewhere, mostly when I'm having a dump  ، or unable to do something  constructive.  He doesn't  get any of the time  that I could be doing something  more rewarding,  like wiping my arris.   He is of little consequence,  just  a dumpster for negative  energy. Please don't be concerned  , I'm not. Train arrives in lisboa soon  and it'll be time for a Bifana and an ice cold Sagres/ Super Bock. Spain next Friday  with short interlude in the Emerald  isle, just  to check in on  Corkio Towers,  the Moat  and Yacht and the Helicopter needs a service , I hate taking the launch out to the Yacht.I find the Chopper is much more convenient....if a little noisy,  the bloodstock   sometimes panic as I fly over, but mending the fences gives the riff raff something to do while I'm away. . Must get the Helipad repainted during my absence  too, hard to see it sometimes amid the Oak and Beech forest.  Perhaps a few lights too. 

A couple of my mates have just arrived in Lisbon, but I suspect for somewhat different purposes... they're doing the Lisbon Marathon on Sunday (weirdos). I'll be there this time next month, can't wait. Enjoy yourself!

[Up and Away 91]

Had a quick read of the PU article on the takeover this morning. Good to see MA has stated that NH does not plan to take the 11% annual dividend on their preference shares (£6m+ per season). Two questions arise:

1) The Man C v PL associated parties transactions legal case concluded yesterday that interest free loans from owners cannot be included in PSR calculations. Will that mean that preference shares issued by the club (as non-interest bearing debt) would not towards PSR in the PL. Not an issue at the moment, unless the EFL followed suit and changed its rules too.

[EDIT: the ruling was that low-interest shareholder loans from owners to their clubs should not be excluded from the scope of Associated Party Transaction rules. The inference is that funding provided to clubs by their owners, below existing commercial rates, provides an unfair PSR advantage] 

2) The PU says that some of the summer signings were funded by Attansaio's group, and that this investment is not pat of the refinancing plan. Which begs the question why funded by NH and not the club, and how does that work with PSR and third party ownership? We discussed this point over the summer and largely dismissed it. It is a strange choice of words from the PU reporters if this is not the case. 

Edited October 8 by Up and Away

[essex canary 610]

48 minutes ago, Up and Away said:

Had a quick read of the PU article on the takeover this morning. Good to see MA has stated that NH does not plan to take the 11% annual dividend on their preference shares (£6m+ per season). Two questions arise:

1) The Man C v PL associated parties transactions legal case concluded yesterday that interest free loans from owners cannot be included in PSR calculations. Will that mean that preference shares issued by the club (as non-interest bearing debt) would not towards PSR in the PL. Not an issue at the moment, unless the EFL followed suit and changed its rules too.

2) The PU says that some of the summer signings were funded by Attansaio's group, and that this investment is not pat of the refinancing plan. Which begs the question why funded by NH and not the club, and how does that work with PSR and third party ownership? We discussed this point over the summer and largely dismissed it. It is a strange choice of words from the PU reporters if this is not the case. 

With various loans at 11% it is unclear which ones MA claims he will takes and those he will not. If the latter applies why have the clauses been created?

Re 1. that which is chargeable presumably is interest bearing debt and chargeable against PSR?

Re 2 . that appears to be the subject of another £7 million loan that has gone through the Club's books with the 11% interest rate.

The real laugh is D&M's access to away matches. Why don't they join the Away Membership scheme?

[norwich canary 171]

Good questions Essex