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Norfolk Holdings to to enable majority control of club

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22 minutes ago, essex canary said:

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

It's scant reward for their years of Stewardship of the club, you invested a few quid and truckload of entitlement and you got a free home ST , I don't see the problem, you don't see the reasons ( well claim not to)..  only shows you to be petty,  but we knew that.  

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5 minutes ago, wcorkcanary said:

It's scant reward for their years of Stewardship of the club, you invested a few quid and truckload of entitlement and you got a free home ST , I don't see the problem, you don't see the reasons ( well claim not to)..  only shows you to be petty,  but we knew that.  

They could go on the Season Ticket Waiting List for 21 years just like the supporter featured in Saturday's EDP.

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36 minutes ago, essex canary said:

They could go on the Season Ticket Waiting List for 21 years just like the supporter featured in Saturday's EDP.

Why? Please give 1bona fide  reason , unbiased by your petty grievances.  You are no more  champion of the disadvantaged than they are, what gives you the moral highground.? They at least have done their best for the Club, and remember, he who never made a mistake, never made anything.  I suspect your flawless existence will go unremembered. 

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1 hour ago, essex canary said:

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

Don’t be a numpty, it’s an EFL and Premier League requirement for their clubs to provide corporate hospitality to their opponents each match for free. 

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2 hours 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. 

As you rightly state the piece indicates that Norfolk Holdings won’t take their interest payments. Presume Connor has taken soundings from the club on this. Is there a PSR benefit from having this written in ??

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On 04/10/2024 at 16:30, Feedthewolf said:

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!

Not that weird, Lisbon's a really fast course. Was down to do that in 2020 but the pandemic got in the way, I'd even prepared a litany of European half-marathons as preparation for it. Jesolo, Iasi, Mont-Saint-Michel, Torshavn and Praski, I think. Or maybe even Copenhagen on top....

But yeah, bloody pandemic. Still clocked up a half-mara in Denmark later on (last September), it just happened to be Odense and not Copenhagen.

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17 minutes ago, Soldier on said:

As you rightly state the piece indicates that Norfolk Holdings won’t take their interest payments. Presume Connor has taken soundings from the club on this. Is there a PSR benefit from having this written in ??

The Article states at one point after talking about the Preference Shares that 'the American will not seek to take the money owed'. 

The Article then goes on to talk about further loans at 11% (more than 11% when compounded monthly).

This is not a criticism of the journalism but of a Football Club which has promised transparency to its supporters. Can it please explain exactly which loans will be attracting interest settlement? Can it also explain why it is in the business of creating liabilities which apparently will not be settled? Can it also explain clearly how all of these issues impact upon PSR?

Can the super duper Supporters representatives extract the answers in a transparent manner?

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Posted (edited)
1 hour ago, Soldier on said:

As you rightly state the piece indicates that Norfolk Holdings won’t take their interest payments. Presume Connor has taken soundings from the club on this. Is there a PSR benefit from having this written in ??

There are legal reasons for the loaner having to make loans at commercial rates to the loanee, otherwise they might be considered to be a gift, and subject to further tax considerations.

However, interest on loans has to be treated as an operating expense, which is charged to the P&L, which, in turn, has PSR consequences.

I’m not an accountant, and will happily be corrected, but my understanding is that dividends on Preference shares can only be paid out if there’s distributable reserves available on the balance sheet. Having preference share dividends is therefore favourable to the Club from a PSR perspective, rather than loan interest payments.

However, all of this needs to be considered having regards to the actual interest payments showing up in the cash flow statements.

It’s possible that the full loan interests are showing up in the P&L, but not actually being taken by the loaner in the cash flow statement. Whether that’s because there’s insufficient distributable reserves in the balance sheet preventing payment, or because the loaner has opted against taking their dividend payments all have to be taken into consideration.

Edited by GMF
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27 minutes ago, GMF said:

There are legal reasons for the loaner having to make loans at commercial rates to the loaner, otherwise they might be considered to be a gift, and subject to further tax considerations.

However, interest on loans has to be treated as an operating expense, which is charged to the P&L, which, in turn, has PSR consequences.

I’m not an accountant, and will happily be corrected, but my understanding is that dividends on Preference shares can only be paid out if there’s distributable reserves available on the balance sheet. Having preference share dividends is therefore favourable to the Club from a PSR perspective, rather than loan interest payments.

However, all of this needs to be considered having regards to the actual interest payments showing up in the cash flow statements.

It’s possible that the full loan interests are showing up in the P&L, but not actually being taken by the loaner in the cash flow statement. Whether that’s because there’s insufficient distributable reserves in the balance sheet preventing payment, or because the loaner has opted against taking their dividend payments all have to be taken into consideration.

All of that is true. It raises 2 questions though.

1. Why did the Club pay Preference Share Dividends in January 2023 when it didn't have any distributable P&L money?

2. How will the PSR be managed when it has to take the hit for accrued Preference Share Interest whether paid or otherwise in either the short or long term pending any write back of an IoU?

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Posted (edited)
1 hour ago, GMF said:

I’m not an accountant, and will happily be corrected, but my understanding is that dividends on Preference shares can only be paid out if there’s distributable reserves available on the balance sheet. Having preference share dividends is therefore favourable to the Club from a PSR perspective, rather than loan interest payments.

Hi GMF, preference shares aren't necessarily caught by the same rules applying to ordinary shares, it depends if they are considered debt or equity. I am sure you were sent a cheque like me for your B preference share dividend earlier this year although technically there were no distributable reserves! The B Pref's are currently recognised as debt, rather than equity, although the financial statements last year did not give a full disclosure of this! 

I assume in my further analysis below that the E' Pref's will also be tret as Debt, but I could be wrong.

Essex's question regarding just what loans (including E Pref's) the NH going to have their 11% interest element paid on, I have to say the paperwork doesn't say they "won't take it" in definitive terms. I'm not sure where the Pink Un quote comes from ("that was then, this is now"). If someone can clarify this is in a formal agreement that would be appreciated.

As far as I can tell the club is now on the hook for the best part of £7m p.a. in interest on loans and E Pref's, which if it isn't paid increases year on year until it is paid as it is deemed compound. I've assumed in this estimate that there will be insufficient working capital to repay the PIK loan in March, the interest accrued to that date, and the short term loans not included in the conversion.

In the absence of the 2024 financial statements, based on the EGM paperwork, I estimate by the end of this season the NH loans, accrued interest and E Prefs will have grown in total to the best part of £70M irregardless of what the accounts profit this season is! If losses are made in trading and transfers, it could well be more! All with 11% interest p.a. payable! 

image.png.7bba81e6125913030b4f211aa662f51f.png

Of course if the E Pref's are to be treated as equity then this changes things, but the £70M only reduces to £30M. There also may be sufficient working capital to repay the PIK loans and the other short term loans. But £30M? 

It begins to build a picture that it is still a season of "**** or bust" here as far as promotion is concerned. Fail to get promotion and you can see Borja Sainz, Sarge, Nunez, Fisher and more being sold to bring things back into order.

UNLESS, and this is what is missing from all this so far, there is a clear statement from NH / Attanasio / Ressler just what is the financial strategy here. Will we get it? 🤔 There is the current $100m question.

Edited by shefcanary

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Posted (edited)
28 minutes ago, shefcanary said:

As far as I can tell the club is now on the hook for the best part of £7m p.a. in interest on loans and E Pref's, which if it isn't paid increases year on year until it is paid as it is deemed compound. I've assumed in this estimate that there will be insufficient working capital to repay the PIK loan in March, the interest accrued to that date, and the short term loans not included in the conversion.

Now you’re getting it.

Focus less on the what and more on the why. 

…and of course the stealthily-worded reference to summer transfers being separately-funded by Norfolk in a ‘ring-fenced’ manner. 

 As I advised previously, it is suggested that this is a deliberate separation benchmarking to facilitate the ‘internal investor transfer market’ model that owning a club like Norwich helps facilitate. 

One just needed to wait - say around 10 years - for the right kind of distress, the right kind of decent soft-underbelly characters, the right sweet spot of risk-reward, the lowest possible buy in, the ability to load debt and convert to equity, the quiet sleepwalk to going private and the myriad of financial benefit-interest accrual, PIK notes et al that can even - hey presto! - amortise or offset the remarkably low buy in.

Parma 

Edited by Parma Ham's gone mouldy
PIK notes!! Come on Shef!!
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Posted (edited)
48 minutes ago, shefcanary said:

I am sure you were sent a cheque like me for your B preference share dividend earlier this year although technically there were no distributable reserves! The B Pref's are currently recognised as debt, rather than equity, although the financial statements last year did not give a full disclosure of this! 

I can assure you that we (the Trust) did NOT receive any dividend cheques this year, and I had a discussion about this very topic with the relevant member of the Executive team about the subject.

I am aware of the differences between ordinary and preference shares, the latter can also be treated differently from an accounting perspective, depending upon the likelihood of redemption, or not.

All of this is less important in the wider context of things. The loans are a reflection of current market rates from external sources. We’re now entering an era of internal funding, so the real questions are; will NG actually charge out those actual interest rates, or will they be looking to build something much bigger - softer deals now for much bigger upside down the line.

Although I’m not a betting man I know where my money would be! 

Edited by GMF

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Didn't the Man City case yesterday decide that loans from related parties must charge interest at a commercial rate and not be interest free?

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16 minutes ago, duke63 said:

Didn't the Man City case yesterday decide that loans from related parties must charge interest at a commercial rate and not be interest free?

If I’ve understood it correctly, it highlighted the fact that interest free loans are presently excluded from certain clubs’ PSR calculations, Arsenal and Brighton, for example (because they don’t have any interest rates to recharge to the P&L account) hence they should be captured by the APT rules. The Tribunal agreed with Man City on this.

However, that’s not to say that all loans should be charged at the same rate.

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3 hours ago, Soldier on said:

As you rightly state the piece indicates that Norfolk Holdings won’t take their interest payments. Presume Connor has taken soundings from the club on this. Is there a PSR benefit from having this written in ??

I have corrected my OP. The ruling is that interest-free or low-interest loans from owners should be considered by the Associated Trnsaction Party rules. The inference being that the provision of cheap loans from their owners gives those clubs an unfair PSR advantage. So the expectation is that the PL will outlaw loans from owners made on favourable, non-commercial rates of interest. 

This becomes relevant to City if the EFL follow suit and require loans from owners to all be on commercial terms. With the proposed takeover, NH would as it currently stands end up taking out £6m+ in interest each year.  

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40 minutes ago, Up and Away said:

The inference being that the provision of cheap loans from their owners gives those clubs an unfair PSR advantage. So the expectation is that the PL will outlaw loans from owners made on favourable, non-commercial rates of interest. 

I don’t think that is quite right, as the ruling gives no indication that such loans being banned, not least because shareholder loans are recognised as an important source of funding for clubs.

In this context the tribunal actually agreed with Man City.

What it does mean is that for PSR purposes, the loans will be assumed to have loan interest accruing at fair market rates, irrespective of the actual charge rates, with an appropriate adjustment added into each club’s P&L within their PSR assessment.

One unintended consequence may be, in future, that shareholder loans will simply be converted into equity in order to take them out of the PSR calculations. 

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2 hours ago, GMF said:

We’re now entering an era of internal funding, so the real questions are; will NG actually charge out those actual interest rates, or will they be looking to build something much bigger - softer deals now for much bigger upside down the line.

Although I’m not a betting man I know where my money would be! 

I'm there with you. It would be nice to know, but I'm sure we'll never be given full details of the financial strategy.

As you and others have stated, the 11% interest rate is as good a rate as any lender would get on the commercial market at present, so okay for PSR for a while. You would probably argue however that the club should be paying LIBOR +2% (okay 3% then, but not 6%?), so 8% p.a. would be generous. The fact it is so high points to more to come on restructuring in future and this high rate as Parma points out, is a way of accelerating that.

2 hours ago, GMF said:

I can assure you that we (the Trust) did NOT receive any dividend cheques this year, and I had a discussion about this very topic with the relevant member of the Executive team about the subject.

I wasn't implying anything, just focussing on the categorisation of B Pref's as debt. My dividend, of a mega £4.70, went to the CSF (or was it the Academy 🤔) anyway!

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Posted (edited)
1 hour ago, shefcanary said:

I wasn't implying anything, just focussing on the categorisation of B Pref's as debt. My dividend, of a mega £4.70, went to the CSF (or was it the Academy 🤔) anyway!

B-preference shares have historically been categorised as repayable at between 1 to 2 years when we’re in the Championship, or within a year, when we’re in the Premier League. That’s because they carry a redemption option by shareholders, if we’re promoted to the Premier League, or retain our Premier League status (I’m getting dreamy about that prospect - haha) for another season.

In reality, most B-preference shareholders don’t actually redeem their shares when the opportunity comes. Unless, of course, they’re in a pissy mood, because the CEO still got a big bonus, or because someone else, presumably with a decent WiFi connection, then did well by investing in a bond issue. 😉 🎣

Edited by GMF
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50 minutes ago, shefcanary said:

I'm there with you. It would be nice to know, but I'm sure we'll never be given full details of the financial strategy.

As you and others have stated, the 11% interest rate is as good a rate as any lender would get on the commercial market at present, so okay for PSR for a while. You would probably argue however that the club should be paying LIBOR +2% (okay 3% then, but not 6%?), so 8% p.a. would be generous. The fact it is so high points to more to come on restructuring in future and this high rate as Parma points out, is a way of accelerating that.

I wasn't implying anything, just focussing on the categorisation of B Pref's as debt. My dividend, of a mega £4.70, went to the CSF (or was it the Academy 🤔) anyway!

Doesn’t it have to be high though to be comparable to a commercially obtainable loan ?

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Posted (edited)
4 hours ago, shefcanary said:

Hi GMF, preference shares aren't necessarily caught by the same rules applying to ordinary shares, it depends if they are considered debt or equity. I am sure you were sent a cheque like me for your B preference share dividend earlier this year although technically there were no distributable reserves! The B Pref's are currently recognised as debt, rather than equity, although the financial statements last year did not give a full disclosure of this! 

I assume in my further analysis below that the E' Pref's will also be tret as Debt, but I could be wrong.

Essex's question regarding just what loans (including E Pref's) the NH going to have their 11% interest element paid on, I have to say the paperwork doesn't say they "won't take it" in definitive terms. I'm not sure where the Pink Un quote comes from ("that was then, this is now"). If someone can clarify this is in a formal agreement that would be appreciated.

As far as I can tell the club is now on the hook for the best part of £7m p.a. in interest on loans and E Pref's, which if it isn't paid increases year on year until it is paid as it is deemed compound. I've assumed in this estimate that there will be insufficient working capital to repay the PIK loan in March, the interest accrued to that date, and the short term loans not included in the conversion.

In the absence of the 2024 financial statements, based on the EGM paperwork, I estimate by the end of this season the NH loans, accrued interest and E Prefs will have grown in total to the best part of £70M irregardless of what the accounts profit this season is! If losses are made in trading and transfers, it could well be more! All with 11% interest p.a. payable! 

image.png.7bba81e6125913030b4f211aa662f51f.png

Of course if the E Pref's are to be treated as equity then this changes things, but the £70M only reduces to £30M. There also may be sufficient working capital to repay the PIK loans and the other short term loans. But £30M? 

It begins to build a picture that it is still a season of "**** or bust" here as far as promotion is concerned. Fail to get promotion and you can see Borja Sainz, Sarge, Nunez, Fisher and more being sold to bring things back into order.

UNLESS, and this is what is missing from all this so far, there is a clear statement from NH / Attanasio / Ressler just what is the financial strategy here. Will we get it? 🤔 There is the current $100m question.

Told you the Delaware Capitalists were going to sell.

"Buy low, sell high, sweet chariot....."

Mr Norfolk spotting soft underbellies in the boardroom as part of his strategic investment plan. They're not Capitalists for nothing.

Has your question not already been answered by the £50.5 million summer sales?

Edited by Big Vince

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1 hour ago, GMF said:

I don’t think that is quite right, as the ruling gives no indication that such loans being banned, not least because shareholder loans are recognised as an important source of funding for clubs.

In this context the tribunal actually agreed with Man City.

What it does mean is that for PSR purposes, the loans will be assumed to have loan interest accruing at fair market rates, irrespective of the actual charge rates, with an appropriate adjustment added into each club’s P&L within their PSR assessment.

One unintended consequence may be, in future, that shareholder loans will simply be converted into equity in order to take them out of the PSR calculations. 

Ok, that makes sense. So the APT rules would require an adjustment to the PSR calculation.

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32 minutes ago, Up and Away said:

Ok, that makes sense. So the APT rules would require an adjustment to the PSR calculation.

The tribunal has ruled that the APT rules are an important thread to the wider PSR assessments, so they’re not going to be binned off completely.

All that’s likely to happen is that they will be redrafted, and approved by the clubs, to ensure that PSR will continue. At least until they overhaul the system next season. 

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2 hours ago, GMF said:

B-preference shares have historically been categorised as repayable at between 1 to 2 years when we’re in the Championship, or within a year, when we’re in the Premier League. That’s because they carry a redemption option by shareholders, if we’re promoted to the Premier League, or retain our Premier League status (I’m getting dreamy about that prospect - haha) for another season.

In reality, most B-preference shareholders don’t actually redeem their shares when the opportunity comes. Unless, of course, they’re in a pissy mood, because the CEO still got a big bonus, or because someone else, presumably with a decent WiFi connection, then did well by investing in a bond issue. 😉 🎣

The someone else may have had a decent wi-fi connection in spring 2018 but they presumably didn't have when the 2002 shareholder issue took place. Moreover they possibly suffered a relapse in their wi-fi status a little later on in 2018-19 when the question was posed concerning why the same encouragement to retain ordinary shares was not as applicable to an inheritor who had no opportunity to buy Preference Shares or Bonds for that matter and had never proactively taken on the risk factor named S&J.

That of course raises the question of why any shareholder should be obliged to take on the significantly different risk posed by NG when they may simply not want to. A very low turnout majority should not enforce that on anyone. 

When I was in receipt of B Preference Share Dividends I included them in my tax return. Whether I should declare my seat benefit accordingly is a moot point because clearly it could simply be deemed a return of my own Share Premium Account contributions. I asked that question last month of another Director who himself acquired a significant number of shares without a share premium account contribution. Surprisingly (perhaps not)  he hasn't met the Club's Customer Service Standards in providing a response. In answering the question he would also have to question the accuracy or otherwise of an assertion he has previously made. 'Otherwise' being the correct answer.        

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57 minutes ago, GMF said:

The tribunal has ruled that the APT rules are an important thread to the wider PSR assessments, so they’re not going to be binned off completely.

All that’s likely to happen is that they will be redrafted, and approved by the clubs, to ensure that PSR will continue. At least until they overhaul the system next season. 

Just caching up on the news, interesting letter from Man C to other PL clubs. It looks like they are trying to bin the current APT rules, and at least delay/seriously rewrite (?) any new rules.

From the BBC website

"The tribunal has declared the APT rules to be unlawful. MCFC's position is that this means that all of the APT rules are void," the letter states.

"The decision does not contain an 'endorsement' of the APT rules, nor does it state that the APT rules, as enacted, were 'necessary' in order to ensure the efficacy of the League’s financial controls."

However Cliff warns that it is "remarkable that the Premier League is now seeking to involve the member clubs in a process to amend the APT rules at a time when it does not even know the status of those rules".

He added: "We will be writing separately about this to the Premier League but in the meantime, given the findings in the award, this is the time for careful reflection and consideration by all clubs, and not for a knee-jerk reaction.

"Such an unwise course would be likely to lead to further legal proceedings with further legal costs. It is critical for member clubs to feel that they can have trust in their regulator."

https://www.bbc.co.uk/sport/football/articles/c33vj62p4gzo

 

 

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It is worth remembering that banks (and finance houses)  operate their  books (their ‘accounts’ if you like) differently to typical businesses. 

A loan is actually a ‘sale’ on a bank’s books. 

These loans - including the dreaded PIK notes - are accruing interest at c6% to 11%! The loans are sales to a finance house. 

Banks are shops selling money. Norwich City is buying money (and none too cheaply either). 

Thus Norfolk et al are accruing generous interest on sales (loans) they made to a company -  for ‘running costs’ buying of players - that they then convert to equity allowing them to fully  own and completely control the company which they are lending to:! This company will continue to borrow from them and provide them with Net returns of around £6m per annum.

All this whilst obtaining all existing equity in return for those loans in an asset that is-was worth around £100m (around £43m of which was ‘given free’ by Delia and Michael according to our calculations from the outset), plus the ability to sell weapon playing assets at any moment to provide ‘free’ liquidity (the players are assets owned by the company too don’t forget).

All of this is in turn underwritten by fixed stadium, land and training ground assets, plus the joyous sweetener of the ability to potentially have a bit of fun via a ring-fenced internal trading model that investors can see clearly benchmarked and get a return on (hence the separation in the latest docs). Corporate Finance is a sharp old game. It is a layer cake of camouflaged strategies and approaches. 

If any of you still think that this was all laid out neatly and clearly from the outset, then Delia’s tears are misplaced. 

A couple of good results and you’re all happy and disinterested. We are already so far from what we were. Many of you wanted it. Well now you’ve got it, red in tooth and claw. 

Parma 

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Quite @Parma Ham's gone mouldy. Let's put it in a simplistic way.

Delia and Michael didn't take their dividends because they love the club.

Norfolk hasn't taken their dividends because it is financially prudent.

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12 minutes ago, Parma Ham's gone mouldy said:

It is worth remembering that banks (and finance houses)  operate their  books (their ‘accounts’ if you like) differently to typical businesses. 

A loan is actually a ‘sale’ on a bank’s books. 

These loans - including the dreaded PIK notes - are accruing interest at c6% to 11%! The loans are sales to a finance house. 

Banks are shops selling money. Norwich City is buying money (and none too cheaply either). 

Thus Norfolk et al are accruing generous interest on sales (loans) they made to a company -  for ‘running costs’ buying of players - that they then convert to equity allowing them to fully  own and completely control the company which they are lending to:! This company will continue to borrow from them and provide them with Net returns of around £6m per annum.

All this whilst obtaining all existing equity in return for those loans in an asset that is-was worth around £100m (around £43m of which was ‘given free’ by Delia and Michael according to our calculations from the outset), plus the ability to sell weapon playing assets at any moment to provide ‘free’ liquidity (the players are assets owned by the company too don’t forget).

All of this is in turn underwritten by fixed stadium, land and training ground assets, plus the joyous sweetener of the ability to potentially have a bit of fun via a ring-fenced internal trading model that investors can see clearly benchmarked and get a return on (hence the separation in the latest docs). Corporate Finance is a sharp old game. It is a layer cake of camouflaged strategies and approaches. 

If any of you still think that this was all laid out neatly and clearly from the outset, then Delia’s tears are misplaced. 

A couple of good results and you’re all happy and disinterested. We are already so far from what we were. Many of you wanted it. Well now you’ve got it, red in tooth and claw. 

Parma 

Devils Advo … if Delia and Michael hadn’t found a friendly lender the club would be in very considerable financial distress round about now wouldn’t it ?? There would be no talk of will the bank want the interest as the discussion concerning Norfolk Holdings etc

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9 minutes ago, Soldier on said:

Devils Advo … if Delia and Michael hadn’t found a friendly lender the club would be in very considerable financial distress round about now wouldn’t it ?? There would be no talk of will the bank want the interest as the discussion concerning Norfolk Holdings etc

I think the club would have just about managed, though I don't think we'd have had been challenging the playoffs or still have players like Sargent et al at the club. 

I also think it would have really tested what the club has messaged around budgeting for every eventuality. 

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1 hour ago, MrBunce said:

Quite @Parma Ham's gone mouldy. Let's put it in a simplistic way.

Delia and Michael didn't take their dividends because they love the club.

Norfolk hasn't taken their dividends because it is financially prudent.

One thing D&M also fell in love with was Webber's egotistical project at enormous expense. Covid aside that is why we are where we are.

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