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

[Petriix 3,250]

20 minutes ago, hogesar said:

Unbelievable generosity from Delia and MWJ.

Unbelievably generous to the new owners but I'm not sure that particularly benefits the club. Yes, we're debt-free, but turnover is now at its lowest for a decade and we're short of the weaponry required to change that in the near future. 

This may be a fantastic new beginning but success is not guaranteed. Time will tell what the new owners plans are but there are many phrases that spring to mind involving "the devil you know" and "the proof of the pudding" etc.. I'll remain cautiously optimistic while retaining some healthy scepticism. 

Let's remember who these owners are and what they're in it for. Whatever makes them the most money isn't necessarily what makes the fans happy (i.e. selling our best players over and over again). 

[MrBunce 282]

8 minutes ago, Darth Vadis said:

So could anyone explain in very dumbed down terms how much the Americans will have essentially paid for the club?

From my fag packet maths: about £70m for 85% (assuming all the shares are converted).

In a bit more detail: 

£2.5m for Foulger's shares (98,000 shares)

£0.9m for other shares (34,697 shares)

£4.7m for loans converted into shares (195,012 shares)

Total so far: £8m

Plus proposed £59m

Total: £67m 

(This is excluding the C Preference shares of £10m).

[shefcanary 3,081]

1 minute ago, shefcanary said:

Not until we see the paperwork. The last formal paperwork implied a total of £43m had been invested in the club by way of loans and share purchases, plus £3m in purchases of shares from other people. The loans do seem to have increased in the interim, other shares may have been purchased. But don't worry, I'll be on it.

Further to this and Mr Bunce's clear statement that the preference shares is an interim measure to capitalise the loans before the share transfers are complete. As he says though, are they creating more C Pref's or is there another tranche of Pref Shares being created. But whatever, debt seems to have increased by a further £16m, I can only assume this is the working capital required for the current season given the loss of parachute payments, before the transfer window was completed (Sara's sale was not going to cover this immediately being paid over 3 years).

[Worthy Nigelton 1,334]

Fair play to them. Great news and secures their status amongst fans forever. Thank you to both of them.

[Soldier on 298]

Are we expecting Richard Ressler to become more involved in day to day running of the club now he is on the board ?

[JonnyJonnyRowe 1,042]

49 minutes ago, Feedthewolf said:

If I'm correct, if a majority shareholder reaches 90% shareholding, they have to automatically buy out the remaining 10% and take full control, yes? 

I think it may actually be that when they reach 90% they can force the other 10% to sell their shares to them! They aren't obligated to acquire those 10%, but they can, the owners of 10% are obligated to sell if conditions are met.

They can actually do it with just 75% if they secure a court order.

I suspect the 10% is so they've got something left to leave to Nephew Tom and secure his long term place on the board? 

10% of an established Premier League club probably worth more than 40% of a perpetually skint club stuck in the bottom half of the Championship, or lower, which without regime change is what we'll soon become without change.

Edited August 12, 2024 by JonnyJonnyRowe

[MrBunce 282]

I think the short to medium term this is very good news for the club:

- It gives the club much more breathing room around PSR

- It will remove a significant proportion (or all?) of the club's debt

- It brings forward Richard Ressler on to the board (who by all accounts is an astute businessperson)

- Delia is giving up a significant amount of money that could have gone 'into her pocket', which is instead going 'into' the club

- It will likely bring Mr Attanasio more into the operations of the club, which from all the reporting and rumours we've heard is likely to bring a benefit to the professionalisation of the club's operations

It's more difficult to gauge the long-term benefits. Do Mr Attanasio and co. see this as a stepping stone into football club investing? What is the long-term strategic plan they have for the club? What is their succession or exit plan? 

We can only find out over the coming years.

[PurpleCanary 6,463]

6 minutes ago, MrBunce said:

Reading the statement on the club website, I think the process is £59m of debt owed to Norfolk converted into non-voting preference shares. Then from 1 March 2025 those preference shares can be converted into ordinary shares. If those preference shares are converted in full, then Norfolk would own 85% of the club's ordinary shares. I'm not sure where the C Preference shares fall into this (i.e. whether they are included in the £59m or are in addition).

 

6 minutes ago, MrBunce said:

Reading the statement on the club website, I think the process is £59m of debt owed to Norfolk converted into non-voting preference shares. Then from 1 March 2025 those preference shares can be converted into ordinary shares. If those preference shares are converted in full, then Norfolk would own 85% of the club's ordinary shares. I'm not sure where the C Preference shares fall into this (i.e. whether they are included in the £59m or are in addition).

MrBunce, it is hot where I am and my brain is melting, but if the statement is correct and Delia and Michael end up owning 10 per cent of the controlling Ordinaries then the new total of such will be around 3.2m. With Attanasio's total rising from around 320,000 (same as Delia's) to about 2.7m. If those figures are right can that all be achieved by converting Preferences or will there have to be new Ordinaries issued?

[Danke bitte 1,199]

9 minutes ago, Petriix said:

Unbelievably generous to the new owners but I'm not sure that particularly benefits the club. Yes, we're debt-free, but turnover is now at its lowest for a decade and we're short of the weaponry required to change that in the near future. 

This may be a fantastic new beginning but success is not guaranteed. Time will tell what the new owners plans are but there are many phrases that spring to mind involving "the devil you know" and "the proof of the pudding" etc.. I'll remain cautiously optimistic while retaining some healthy scepticism. 

Let's remember who these owners are and what they're in it for. Whatever makes them the most money isn't necessarily what makes the fans happy (i.e. selling our best players over and over again). 

I concur with your cautious optimism. Change had to happen though one way or another. I think owing to MA’s background with The Brewer’s I’d rather him than a Middle Eastern country or an East Asian consortium. 

Edited August 12, 2024 by Danke bitte
Double though

[dylanisabaddog 6,196]

27 minutes ago, KiwiScot said:

Does this new mob have any money to spend?

Err, they've just spent £59m

[shefcanary 3,081]

2 minutes ago, Soldier on said:

Are we expecting Richard Ressler to become more involved in day to day running of the club now he is on the board ?

The Board dynamic will now be interesting, until the deal is complete and Smith & Jones step down. Ressler and Attanasio on one side, Smith, Jones &Tom on the other, Zoe in the middle for a while. Sentiment or pragmatism to rule?

On Ressler, he has as much experience of running a football club as Attanasio. The American sporting model will be one they will eventually impose, but outside of financing I can't see what he would bring to the footballing side. 

[shefcanary 3,081]

4 minutes ago, JonnyJonnyRowe said:

I think it may actually be that when they reach 90% they can force the other 10% to sell their shares to them! They aren't obligated to acquire those 10%, but they can, the owners of 10% are obligated to sell if conditions are met.

They can actually do it with just 75% if they secure a court order.

I suspect the 10% is so they've got something left to leave to Nephew Tom and secure his long term place on the board? 

10% of an established Premier League club probably worth more than 40% of a perpetually skint club stuck in the bottom half of the Championship, or lower, which without regime change is what we'll soon become without change.

Technically I think we will find they will retain 10% plus a little bit (10.1%?) to prevent NH having it all their own way through crossong the 90% threshold.

[......and Smith must score. 1,637]

48 minutes ago, Canary Wundaboy said:

Interestingly enough, I note that Tom Smith remains on the board, and Norfolk Holdings have also appointed Richard Ressler to the board who’s worth big bucks.

Ressler is worth a couple of billion.

Gives those b*stards down the road something to think about….😀

[dylanisabaddog 6,196]

Taking a more balanced view, the club was nearly £60m in debt and that is presumably after the summer sales. 

The assets are 

The players

Carrow Road 

Colney

Hope/Goodwill

 

Unfortunately, whether you believe the climate change predictions or not, Carrow Road is worthless and is probably a liability. In the long term we will probably have to look to build something elsewhere which will cost around £250m.

Based on Saturday's performance we are more likely to be a League 1 team than a Premier League team next year (be honest, it really was that bad). 

 

[Duncan Edwards 2,428]

Does anybody know if the lifetime Presidency can be passed on to inheritors? 

[Segura 101]

In an era of spivs, rotters and human rights abusers owning football clubs, Delia and Michael stand out as genuinely decent people trying to do the right thing. 

That their final act is one of unbelievable generosity sums them up.  

I would however accept criticism that since 2019 their ownership had become a hinderance to the club, but these arguments have always hinged on whether there was someone suitable to take over – well that persons time is now, so over to you Mark, here’s to the next 27 years... 

[Grumpy Old Man 16]

Sadly, this news will probably fire up fans rather than players...

[Up and Away 120]

27 minutes ago, shefcanary said:

NH have to buy out us minority shareholders first. Given our AD friend on here's penchant for standing his ground, that ain't going to be easy! 🤣 And I don't want to sell so whilst some of the 5% hold out yes, there is some power in that 10%. Delia will have more cause to talk to me now! 

My understanding is that minority shareholder can either be bought out "en masse" by NH or not at all.

It looks as though the Takeover panel application is intended to bypass the minority shareholders again. 

Worth noting that every time NH acquire more non-voting shares, (by converting Pref shares or issuing them to themselves) then the minority shareholders holding is diluted. That was not the case when NH bought shares from S&J and other shareholders, the total number of shares in circulation remained the same.

The 5% minority shareholding could be diluted down to virtually nothing very quickly.

[Mike 68]

16 minutes ago, Petriix said:

Unbelievably generous to the new owners but I'm not sure that particularly benefits the club. Yes, we're debt-free, but turnover is now at its lowest for a decade and we're short of the weaponry required to change that in the near future. 

This may be a fantastic new beginning but success is not guaranteed. Time will tell what the new owners plans are but there are many phrases that spring to mind involving "the devil you know" and "the proof of the pudding" etc.. I'll remain cautiously optimistic while retaining some healthy scepticism. 

Let's remember who these owners are and what they're in it for. Whatever makes them the most money isn't necessarily what makes the fans happy (i.e. selling our best players over and over again). 

I think you are right but we have been going backwards for a while now. I welcome the new owners and hope this welcomes an era of improvement for the first team. 

I also hope that Delia & Michael can now receive the thanks they are due!

[hogesar 10,949]

20 minutes ago, Petriix said:

Unbelievably generous to the new owners but I'm not sure that particularly benefits the club. Yes, we're debt-free, but turnover is now at its lowest for a decade and we're short of the weaponry required to change that in the near future. 

This may be a fantastic new beginning but success is not guaranteed. Time will tell what the new owners plans are but there are many phrases that spring to mind involving "the devil you know" and "the proof of the pudding" etc.. I'll remain cautiously optimistic while retaining some healthy scepticism. 

Let's remember who these owners are and what they're in it for. Whatever makes them the most money isn't necessarily what makes the fans happy (i.e. selling our best players over and over again). 

You are of course right, the main beneficiaries are some Americans looking to make money, who in theory already have done!

That doesn't mean it's still putting the club in a potentially better place with Delia and MWJ actions, which is the most they can do.

[NewNestCarrow 306]

1 hour ago, king canary said:

Things like this don't happen overnight, there is a zero percent chance this is anything to do with Saturday. 

There are always some fans who see no good in anything to do with the current NCFC setup. Jim is one of those.

[Jim Smith 2,654]

2 minutes ago, Grumpy Old Man said:

Sadly, this news will probably fire up fans rather than players...

At least it’s something positive to cling to. If Thorup can get us going with a more youthful team then the outlook is certainly less bleak and I think fans will have more patience and see we are building something 

[king canary 8,944]

22 minutes ago, Petriix said:

Unbelievably generous to the new owners but I'm not sure that particularly benefits the club. Yes, we're debt-free, but turnover is now at its lowest for a decade and we're short of the weaponry required to change that in the near future. 

This may be a fantastic new beginning but success is not guaranteed. Time will tell what the new owners plans are but there are many phrases that spring to mind involving "the devil you know" and "the proof of the pudding" etc.. I'll remain cautiously optimistic while retaining some healthy scepticism. 

Let's remember who these owners are and what they're in it for. Whatever makes them the most money isn't necessarily what makes the fans happy (i.e. selling our best players over and over again). 

It's a risk but one I believe we had to take. I could have seen us in two or three seasons struggling to keep up in the Championship finance wise under the current owners simply because inflation in football is crazy and we were reliant on spending at least one out of every three or four seasons in the top flight to remain financially competitive. A long spell out of the top flight under Delia & MWJ could have been a disaster. 

[The Real Buh 3,802]

Delia

Finally

Out

[Yobocop 1,474]

8 minutes ago, dylanisabaddog said:

Taking a more balanced view, the club was nearly £60m in debt and that is presumably after the summer sales. 

The assets are 

The players

Carrow Road 

Colney

Hope/Goodwill

 

Unfortunately, whether you believe the climate change predictions or not, Carrow Road is worthless and is probably a liability. In the long term we will probably have to look to build something elsewhere which will cost around £250m.

Based on Saturday's performance we are more likely to be a League 1 team than a Premier League team next year (be honest, it really was that bad). 

 

On that basis we should’ve been playing in the conference south after our performance v Colchester all of years ago, 45 games to go 

[Jim Smith 2,654]

6 minutes ago, NewNestCarrow said:

There are always some fans who see no good in anything to do with the current NCFC setup. Jim is one of those.

Not at all. I’m behind Thorup and Knapper. I’ve consistently felt Delia and Michael have hung on too long, to the detriment of the club over the last few seasons (especially given the almost total control they gave the Webbers at the same time) I’m pleased that finally they are stepping aside.

you could of course argue that MA has had them over a barrel and done a bit of a number on them since the details of the previous loans and shareholding arrangements were revealed. It was very clear having seen the details that this sort of arrangement was going to be the inevitable conclusion. I’m glad it’s been accelerated as we need a fresh start. 

Edited August 12, 2024 by Jim Smith

[......and Smith must score. 1,637]

Wonder if Billy Big Bollox now regrets throwing those toys out of his pram just two days ago ?

Timing is everything 😀

[MrBunce 282]

10 minutes ago, PurpleCanary said:

 

MrBunce, it is hot where I am and my brain is melting, but if the statement is correct and Delia and Michael end up owning 10 per cent of the controlling Ordinaries then the new total of such will be around 3.2m. With Attanasio's total rising from around 320,000 (same as Delia's) to about 2.7m. If those figures are right can that all be achieved by converting Preferences or will there have to be new Ordinaries issued?

Yes, that's right. We'll have to see the detail but I assume new ordinaries will be allotted (if I recall wasn't one of the resolutions a permission to allow the directors to create and allot a number of shares?)

The maths for those interested:

 

[Up and Away 120]

37 minutes ago, PurpleCanary said:

I am unclear about this:

"By structuring the agreement in this way, which involves no payment to Delia and Michael in exchange for the issuance of the preference shares that enable Norfolk Holdings to acquire majority control of Norwich City, the parties have secured the long-term financial security of the club and an effective and positive transition."

The shares that Attanasio/Norfolk will be geting to take their holding to 85 per cent must be the controlling Ordinaries, rather than Preference shares, which have no controlling power.

I need to read the small print. However, my initial understanding is:

- NH are converting some  (how much?) of their loans into (interest bearing?) Preference shares, which carry no voting rights

- NH can convert Preference shares into ordinary shares, which have voting rights, hereby giving them more voting shares than S&J

- If NH convert all of their Preference shares into ordinary shares, then NH will have 85% of voting shares, S&J 10% and other shareholders 5%.

It does not say that S&J have any fewer voting shares, it explicitly says they are not making any money on this transaction.

The issuance of new voting shares (on conversion of Pref shares) dilute S&J and other shareholders.

 

[city4eva 261]

42 minutes ago, Jim Smith said:

By November it says doesn’t it? They want to get it done by the AGM

It says they hope to vote on it before the AGM in November but then this paragraph in the EDP

 

It means that, if those shareholders agree to the waiver, Attanasio's £59million-worth of loans could be converted into shares and his group would own 85pc of the club, with Smith and Wynn Jones' shareholding decreasing to 10pc from March 1, 2025.

Edited August 12, 2024 by city4eva