This Articles Sums Up today's news nicely.............Peak behind the '£20 million!' headlines and life gets very complicated, very quickly.

[3canaries 0]

Peak behind the ''£20 million!'' headlines and life gets very complicated, very quickly.

News that billionaire insurance tycoon Peter Cullum was prepared to pump £20 million into Norwich City Football Club in return for a controlling interest in the Championship outfit this morning merely prompted more questions than answers - and left the existing City board walking the tightest of PR tight-ropes.

To dismiss out of hand a man ranked 40th equal in the Sunday Times Rich List with a personal fortune estimated at £1.7 billion - give or take - would be to court widespread supporter fury. Particularly when, from the outside, the 57-year-old one-time Norwich City Boys footballer looks to tick every box in terms of Delia Smith''s cherished, ''fit and proper Norfolk person'' test.

However, Cullum''s stated desire to become the majority shareholder - "I''m not prepared to put that sort of money into the club without having control," he told the Eastern Daily Press this morning - unlocks an almighty can of worms.

Because under the strict City takeover rules that govern such matters, Cullum can not simply write a cheque out for the 61.2% majority shareholding currently owned by Delia Smith and her husband Michael Wynn Jones and assume command at Carrow Road.

Once someone bids for over 30% of the shareholding in a Plc, they are obliged under City Code Rule 9 to buy the whole company - and make every other shareholder in that business an offer.

It is an issue that lies at the very heart of the failed Carson Yeung takeover bid of Birmingham City last season with the Hong Kong businessman initially taking out a 29.9% stake in the St Andrews club for a £15 million ''down-payment'' with a view to then buying out the remaining shareholders as and when the finance was put in place.

When it transpired that the second round of buy-out funding was not to be from Yeung himself, but a company listed on the Hong Kong stock exchange the deal began to swiftly unravel - leaving Blues co-owner David Sullivan to stage a 29.9% raid of his own.

"Over the next few months it is my intention to show my commitment to the club by increasing my shareholding to 29.9 per cent - the maximum allowed by the stock market without making a full bid for the club," Sullivan told the Press last year.

His subsequent words may ring a little hollow following Birmingham''s return to the Championship, but they do provide a telling insight into just how messy and damaging the whole takeover business can become.

It was the uncertainty surrounding Yeung''s on-off takeover that prompted Steve Bruce''s exit - he kept Wigan up, as Alex McLeish took Blues down.

"My enthusiasm for the club is renewed," said Sullivan, speaking last December. "The appointment of our new manager [Alex McLeish] has been a success, and I have not felt this inspired and happy at the club for a very long time. The board and I have drawn a line under the Carson Yeung/Grandtop saga and, as we promised, we remain in place to ensure the club continues to go from strength to strength."

Seven months on and Yeung remains the largest single shareholder in the club. Sat there; casting a long shadow over St Andrews as the stale-mate and stand-offs continue. Not to mention the poisonous accusations being thrown Sullivan''s way from thousands of fed-up Blues supporters

While no-one would put Cullum and Yeung into the same bracket with the Towergate Partnership chief likely to be full of the best intentions for his favourite football club, the fraught mechanics of any potential takeover deal are the same.

In reality, "having control" means a full-scale buy-out. However ''friendly'' your intentions are.

And that''s the other big question that the "£20 million" headlines fail to answer - of that not inconsiderable sum, how much is ear-marked for the purchase of the Smiths'' majority shareholding and the remaining 38% that City Code Rule 9 demands?

And having put £9 million and upwards of their own money into the Norfolk club since they arrived at the helm in 1996, is it right to expect the couple to walk away empty-handed - however shining the white knight on the horizon appears?

If they agree to only take out the money that they have put in, £20 million suddenly becomes £11 million - and that''s before you mop up the remaining shareholders. Or buy a single player.

For a man that trousered some £60 million from a £100 million sale of Towergate shares to an American hedge fund in April, £9 million here and £11 million there is probably so much loose change. But as Cullum himself admitted he was not planning on pumping more and more money into the club; "I''m not an English version of Roman Abramovich," he told the Daily Press.

It was an emotional punt on a club that he had supported since childhood. And while he didn''t want to be the front man; while Delia would still stay as "an icon", there would be Towergate people on the board - just as there are Marcus Evans ''people'' on the board at Portman Road. As you would; that''s part of the deal - my cash, my people, my rules, my chance to play with the toys...

What is equally interesting is Cullum''s admission that since last year''s initial discussions - which foundered over a ''friendly arm-wrestle'' on the value the board placed on the club - there has been no further contact between the parties concerned.

That being the case then Delia''s admission at the Royal Norfolk Show last week that something good was afoot on the investment front wasn''t referring to Cullum''s impending arrival.

"Whatever''s happening on the investment side, we wouldn''t be saying," she told Radio Norfolk.

"There''s loads of new investment, everything''s lovely, we''re keeping quiet about all the money," she added, before remembering that she was acting under orders. "No, no, no, I''ve got to behave, when they let me out they say ''Behave!''"

That may, in turn, may point to the Turners - Andrew and Sharon - making a bigger commitment to the Canary cause than their initial £2 million ''loan'' of last summer.

For that''s the other point - for Cullum to gain control, he will have to trample the Turners underfoot and if they have been well and truly bitten by the Canary bug, the CentralTrust pair might not go quietly into the night.

The proof of the existing board''s intent will only come in the pudding of new player arrivals. Big names and exciting times and Cullum''s £20 million offer can - for now - be parked to one side.

Too many free or uninspiring transfers and a poor start to the new campaign and the Carrow Road faithful will soon have a new darling - particularly if, for one of their number, Cullum''s ascension to the Carrow Road throne came with a place on the board attached.

Interesting times.

[TheCardinal 0]

Which is obviously from Rick Waghorns site. Tis a good article and sums up the situation nicely.

[Y]

[3canaries 0]

Yes, I take no credit for it!

It sum it up well. It''s just annoying when people are jumping the gun.  Nothing has changed from yesterday, or last week or last year.  We''re still the same.

[The Walking Man 13]

Simple solution: Cullum buys 29.9% of Delia and MWJ''s shares, his company represented on the board buys 29.8%, that leaves Delia and MWJ with a decent amount of shares and preventing the need for a mass scale buy out, bearing in mind the thousands of individual shareholders the club has...

[jumper 0]

So to sum up: Delia''s shares would cost about £11m (ie what she put in to buy them), the rest of the board another £6m = total about £17m. So that leaves about about £3m to be spent on the team if the £20m was hard cash. Debt remains at £19m. Is that the situation as we know it?  [quote user="3canaries"]

Yes, I take no credit for it!

It sum it up well. It''s just annoying when people are jumping the gun.  Nothing has changed from yesterday, or last week or last year.  We''re still the same.

[/quote]

[Tangible Fixed Assets anyone? 0]

[quote user="3canaries"]

Once someone bids for over 30% of the shareholding in a Plc, they are obliged under City Code Rule 9 to buy the whole company - and make every other shareholder in that business an offer.

[/quote]

NCFC Plc is NOT a listed company, so the 29.9% rule doesn''t apply!!

 

[Niche 0]

[quote user="Canary Nut"][quote user="3canaries"]

Once someone bids for over 30% of the shareholding in a Plc, they are obliged under City Code Rule 9 to buy the whole company - and make every other shareholder in that business an offer.[/quote]

NCFC Plc is NOT a listed company, so the 29.9% rule doesn''t apply!!

 

[/quote]As I said in another post, it''s been a long while since I looked at it, but digging a copy of the rules out:"(i) UK, Channel Islands and Isle of Man registered and traded companiesThe Code applies to all offers (not falling within paragraph (iii) below) forcompanies and Societas Europaea (and, where appropriate, statutory andchartered companies) which have their registered offices* in the UnitedKingdom, the Channel Islands or the Isle of Man if any of their securities areadmitted to trading on a regulated market in the United Kingdom or on anystock exchange in the Channel Islands or the Isle of Man."Though a PLC, the shares are as said not listed on any market, and hence the rules do not apply.

[The Fish Seller 0]

This is a poorly researched article in several respects, just exactly what we dont need at the moment.No Alistair Campbelll that Rick Waghorn....

[GMF 744]

I did think Rick Waghorn had managed to contradict himself in his article, given the Marcus Evans has acquired 87.5% of  ITFC without having to acquire the remainder! 

[g00se 21]

There are some exceptions to that rule (where it applies to non-listed public companies and private ones) but I''ve no idea if those may apply. Mainly, if the shares were marketed in a certain way - and the shares the fans bought were certainly marketed - it wasn''t a quiet word between friends.(A) any of their securities have been admitted to the Official List at any timeduring the 10 years prior to the relevant date; or(B) dealings and/or prices at which persons were willing to deal in any oftheir securities have been published on a regular basis for a continuousperiod of at least six months in the 10 years prior to the relevant date,whether via a newspaper, electronic price quotation system or otherwise;or(C) any of their securities have been subject to a marketing arrangement asdescribed in section 163(2)(b) of the Companies Act 1985 at any timeduring the 10 years prior to the relevant date; or(D) they were required to file a prospectus for the issue of securities with theregistrar of companies or any other relevant authority in the UnitedKingdom, the Channel Islands or the Isle of Man or to have a prospectusapproved by the UKLA at any time during the 10 years prior to therelevant date. *In the case of a UK unregistered company, the reference to ‘‘registered office’’

shall be read as a reference to the company’s principal office in the UK.

[The Fish Seller 0]

I think RW''s article introduces obfuscation tactics and I expect much more of the same once the official spin machine builds up a head of steam.Delia and Michael between them own over 60% of shares and they haven''t had to buy the whole Company have they? Waghorns article serves only to take the heat off the Board for now whilst they consider their response.

[g00se 21]

[quote user="Worst Wizard"]Delia and Michael between them own over 60% of shares and they haven''t had to buy the whole Company have they?[/quote]Not taking sides here - but the company went public AFTER they had bought the majority of shares. I''m sure some company boffin at archant will dif out the facts over the coming week.

[WilliamG 0]

Why can''t we buy 14.9% of both Michael and Delias shares? This would give them 15% each, but PC 29%. Simple.

[Barclay_Boy 0]

[quote user="jumper"]So to sum up: Delia''s shares would cost about £11m (ie what she put in to buy them), the rest of the board another £6m = total about £17m. So that leaves about about £3m to be spent on the team if the £20m was hard cash. Debt remains at £19m. Is that the situation as we know it?  [quote user="3canaries"]

Yes, I take no credit for it!

It sum it up well. It''s just annoying when people are jumping the gun.  Nothing has changed from yesterday, or last week or last year.  We''re still the same.

[/quote][/quote]

no you have got it wrong, the 20 million is purely to spend on PLAYERS FOR THE TEAM. Read the article in full and you will see. Buying Delia out is extra, 20 million purely for the team.

[kdncfc 0]

[quote user="3canaries"]

Yes, I take no credit for it!

It sum it up well. It''s just annoying when people are jumping the gun.  Nothing has changed from yesterday, or last week or last year.  We''re still the same.

[/quote]The only thing that has changed is that the fans now know about this and if there is not a good reason for Delia to resist his overtures then fan pressure will eventually prevail and Mr Cullum will have his way.

[The Fish Seller 0]

[quote user="fleckmatic"][quote user="Worst Wizard"]Delia and Michael between them own over 60% of shares and they haven''t had to buy the whole Company have they?[/quote]Not taking sides here - but the company went public AFTER they had bought the majority of shares. I''m sure some company boffin at archant will dif out the facts over the coming week.[/quote]Admit to ignorance there, but did notice we did go public very soon after they had bought maj shareholding, conveniently protecting the interest of........... The major shareholders.

[First Jedi 0]

[quote user="Worst Wizard"]I think RW''s article introduces obfuscation tactics and I expect much more of the same once the official spin machine builds up a head of steam.Delia and Michael between them own over 60% of shares and they haven''t had to buy the whole Company have they? Waghorns article serves only to take the heat off the Board for now whilst they consider their response.

[/quote]He has to OFFER to buy them - individual shareholders (like me) have the option to keep them, but he has to offer and buy them if I decide I want to.Try reading the article without missing out bits you don''t want to read!