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Thorpe Stephen

Further reply from Towergate

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Further reply from Towergate recieved today..

Gist of email.

PC wanted to invest money not buy out Delia - Diluted shareholding not what the current board wants. (For example £9m out of £16m business is better than £9m out of a £36m business for them - my take)

Dont want to upset pre-season preps. Respects job Delia and MWJ have done.

Fingers crossed for new season.

So my take - at the end of the day we now need to get behind the club like PC has done as supporters now not to try and make a deal which cant happen get in the way.

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[quote user="Thorpe Stephen"]

PC wanted to invest money not buy out Delia

[/quote]This here is the reason why PC is being such a muppet.He doesn''t want to buy out Delia - he does want full control. Neither can happen without the other, due to the law and more over, basic common sense.

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Looking at it another way.

Issuing a further £20m worth of shares would dilute the value of each individual share but if we got back in the Premiership full time would the value increase?

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[quote user="Thorpe Stephen"]

PC wanted to invest money not buy out Delia - Diluted shareholding not what the current board wants. (For example £9m out of £16m business is better than £9m out of a £36m business for them - my take)

[/quote]

Existing position - at £30 per ordinary share - Delia & MWJ. have majority holding worth £9.8m approx. Rest of us hold approx. £6.2m worth of ordinary shares. The majority shareholding has some value.

If  P.C. injects £20m for new ordinary shares, he would then have the majority share holding and Delia''s & MWJ.''s holding would have little value as it would then become a minority holding.

 

 

 

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[quote user="Canary Nut"][quote user="WEEN_NASTY"]

Looking at it another way.

Issuing a further £20m worth of shares would dilute the value of each individual share [/quote]

No it wouldn''t because you have to include the extra £20m cash in the value of the business.

[/quote]

Not so simple. The market for shares in NCFC is not liquid, i.e. they don''t go up and down in a market situation. Delia shares have value because they control the club, not because of the value of the club. This value is set by what she would take and equally what someone would pay. The minority stake is worthless as the club doesn''t pay dividends and if someone bought them they get bugger all.

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By my reckoning 25,000 supporters at £400 each could buy all DS and MWJ shares and then invite PC to invest his £20 million.

How does that sound? [:D]

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[quote user="ob1"][quote user="Thorpe Stephen"]

PC wanted to invest money not buy out Delia

[/quote]

This here is the reason why PC is being such a muppet.

He doesn''t want to buy out Delia - he does want full control. Neither can happen without the other, due to the law and more over, basic common sense.
[/quote]

and he is a billionaire because he doesnt know this?? get Real Ob1... Cullum and his legal team probably know more abut th ins and outs than we ever will

jas :)

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[quote user="BigFish"][quote user="Canary Nut"][quote user="WEEN_NASTY"]

Looking at it another way.

Issuing a further £20m worth of shares would dilute the value of each individual share [/quote]

No it wouldn''t because you have to include the extra £20m cash in the value of the business.

[/quote]

Not so simple. The market for shares in NCFC is not liquid, i.e. they don''t go up and down in a market situation. Delia shares have value because they control the club, not because of the value of the club. This value is set by what she would take and equally what someone would pay. The minority stake is worthless as the club doesn''t pay dividends and if someone bought them they get bugger all.

[/quote]That is simply not true!Granted a minority holding is not as valuable in general practice (per share) as a majority holding but to say they are worthless is exactly the sort of disinformation which is propagated and absorbed on these boards. Are you telling me that minority shareholders Andrew and Sharon Turner would bite my hand off if I offered them a quarter of what they paid for their shares? A quarter has to be worth a lot more than bugger all doesn''t it? What about Mr. Foulger, say I offered him £20k cash for his shareholding he''d be a fool not to accept wouldn''t he because they''re worth "bugger all" aren''t they? Of course they''re not worth bugger all, if they were then every shareholding fan has been  conned at £25 a pop! 61% of a business with assets of £51m and liabilities of £35m isn''t worth anywhere near as much as 49% of a business with assets of £71m and liabilities of £35m on the market.

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For goodness sake.  Mr Cullum can''t simply buy more shares for his £20 million because the club does not have sufficient unallocated (but issued) shares.    Yes, any company can issue more shares, in accordance with the provisions of the Companies Act, but that route would involve a different set of problems.  Repeating over and over again that this is what Mr Cullum meant won''t change the facts.

Mr Cullum wants control.  But, he did not make an offer for Mrs Smith''s shares, as City Code Rule 9 would then have required him to make an offer to all the shareholders.  So, he is someone who wants control but has made no offer.  

Which appears pretty unrealistic.   But then, Mr Cullum is presumably no fool, and didn''t expect Mrs Smith to give him the club.  He made an announcement to the media, couched in suitably vague terms, no doubt calculating that plenty of fans, blinded by the promise of £20 million, would turn on Mrs Smith without bothering with the nuances of company law, or the fact that she has been offered nothing for her shares.     And, as these boards show, plenty are willing to do that.   He will know that, in the longer perspective, there is bound to be a bad run of results sooner or later, and he will know that more and more fans will turn on Mrs Smith then, and he hopes that she will then be forced to come to him cap in hand on his terms, which will be a brilliant deal for the King of Deals.

But not so brilliant for our dear club, because it won''t happen until we''ve hit some worse times (relegation?).

These Boards seem to polarise between two positions:

1.   The sainted Delia can do no wrong and she is preferable to Mr Cullum as she has "the club''s best interests at heart"; and

2.   Mr Cullum is our saviour and Mrs Smith should go now. 

Sadly, the more people propound the second view the more credence is given to the idea that the fans can be relied upon to hound Mrs Smith out, without the need for a proper offer.     Which, in turn, makes it more likely that the club will have to suffer some very very bad times before Mrs Smith decides she wants out on Mr Cullum''s terms.

There is of course an alternative to those two poles, a third position:  Mrs Smith has, whatever one''s views of her, had her time in charge.  It''s time for her to move on.   With the thanks of most.    In today''s world we need someone who can invest more.   Mr Cullum might be that person.   He certainly has the resources.   But, to date, he''s not made a serious offer, and he knows it.  He (presumably) thinks he can use fan pressure to turn the heat in the kitchen up until the Cook leaves and he gets our club on the cheap.  But, we, the fans, are not that stupid.  We recognise that it will take a serious offer and to date Mr Cullum has not made one (has not made any offer).   No one can sensibly expect Mrs Smith to leave until Mr Cullum makes a serious offer - but, we''d like him to make one, openly, so that we can all assess it.  So come on, Mr Cullum.   Make a serious offer.  Any offer would be a start.

 

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Its nice to see some very sensible reasoned comments on here. I think what PC wanted could be done by way of a new share allocation but the key point is that a minority interest in a football club without control has very limited value as it would be difficult to sell as who would want to buy a minority interest - not PC for one. We would all like to see a richer investor but the reported current PC offer was a little cheeky to say the least but I do not blame him for trying his luck or the current shareholder effectively telling him what to do as most people would with such an offer.

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[quote user="Thorpe Stephen"]

Further reply from Towergate recieved today..

Gist of email.

PC wanted to invest money not buy out Delia - Diluted shareholding not what the current board wants. (For example £9m out of £16m business is better than £9m out of a £36m business for them - my take)

Dont want to upset pre-season preps. Respects job Delia and MWJ have done.

Fingers crossed for new season.

So my take - at the end of the day we now need to get behind the club like PC has done as supporters now not to try and make a deal which cant happen get in the way.

[/quote]

I''m afraid it reads like a line for public consumption to me...rather than how it actually is. PC is hardly going to attack Smith in an email to an "unknown individual".....thus pouring fuel onto the fire pre-season.

He is biding his time and being professional...nothing more.

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[quote user="Neil Cluckcaster"][quote user="Thorpe Stephen"]

Further reply from Towergate recieved today..

Gist of email.

PC wanted to invest money not buy out Delia - Diluted shareholding not what the current board wants. (For example £9m out of £16m business is better than £9m out of a £36m business for them - my take)

Dont want to upset pre-season preps. Respects job Delia and MWJ have done.

Fingers crossed for new season.

So my take - at the end of the day we now need to get behind the club like PC has done as supporters now not to try and make a deal which cant happen get in the way.

[/quote]

I''m afraid it reads like a line for public consumption to me...rather than how it actually is. PC is hardly going to attack Smith in an email to an "unknown individual".....thus pouring fuel onto the fire pre-season.

He is biding his time and being professional...nothing more.

[/quote]So now Cullum is now lying to support the boards position?  Or maybe it was another person hacking into his email accounts from a grassy knoll?Why wouldn''t he want to pour fuel on the fire? He lit it and it is helping his aims.

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[quote user="Empty Mirror"]

For goodness sake.  Mr Cullum can''t simply buy more shares for his £20 million because the club does not have sufficient unallocated (but issued) shares.    Yes, any company can issue more shares, in accordance with the provisions of the Companies Act, but that route would involve a different set of problems.  Repeating over and over again that this is what Mr Cullum meant won''t change the facts.

[/quote]

The allocation of more shares is not a major obstacle. Pass an Ordinary Resolution and use Form 88(2).

The passing of the resolution is obv the area we there may be probs due to agreement being required by shareholders (Majority)

Correct afaik he has made no offer for Delia shares because he wants her to stay on the board as an investor.

Intresting I dont know if by the issue of more shares (which in the case would be over 50% of the future value of the club) would mean that it triggers the necessity to offer to buy the rest of the shares - however, just like Delia and MWJ, PC could use family members to keep there holdings below the 30% odd threshold individually.

 

 

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[quote user="T"]

Its nice to see some very sensible reasoned comments on here. I think what PC wanted could be done by way of a new share allocation but the key point is that a minority interest in a football club without control has very limited value as it would be difficult to sell as who would want to buy a minority interest - not PC for one. We would all like to see a richer investor but the reported current PC offer was a little cheeky to say the least but I do not blame him for trying his luck or the current shareholder effectively telling him what to do as most people would with such an offer.

[/quote]

The real issue I have with this is that Delia/MWJ/The Board are looking for investment - persumably a minority investment so they remain majority shareholders - but how do they expect to obtain investment when they are basically saying that a minority shareholder is not worth the money that you pay for it (OK for lots of us we know this when we invested in the club on previous issues - but I assume they are looking for serious investors here.) - e.g. they are happy to have minority investors paying £30 (£25) per share but they are not happy being a minority investor as they dont think £30 (£25) per share is a true value for a minority holding.

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[quote user="Empty Mirror"]

For goodness sake.  Mr Cullum can''t simply buy more shares for his £20 million because the club does not have sufficient unallocated (but issued) shares.    Yes, any company can issue more shares, in accordance with the provisions of the Companies Act, but that route would involve a different set of problems.  Repeating over and over again that this is what Mr Cullum meant won''t change the facts.

Mr Cullum wants control.  But, he did not make an offer for Mrs Smith''s shares, as City Code Rule 9 would then have required him to make an offer to all the shareholders.  So, he is someone who wants control but has made no offer.  

Which appears pretty unrealistic.   But then, Mr Cullum is presumably no fool, and didn''t expect Mrs Smith to give him the club.  He made an announcement to the media, couched in suitably vague terms, no doubt calculating that plenty of fans, blinded by the promise of £20 million, would turn on Mrs Smith without bothering with the nuances of company law, or the fact that she has been offered nothing for her shares.     And, as these boards show, plenty are willing to do that.   He will know that, in the longer perspective, there is bound to be a bad run of results sooner or later, and he will know that more and more fans will turn on Mrs Smith then, and he hopes that she will then be forced to come to him cap in hand on his terms, which will be a brilliant deal for the King of Deals.

But not so brilliant for our dear club, because it won''t happen until we''ve hit some worse times (relegation?).

These Boards seem to polarise between two positions:

1.   The sainted Delia can do no wrong and she is preferable to Mr Cullum as she has "the club''s best interests at heart"; and

2.   Mr Cullum is our saviour and Mrs Smith should go now. 

Sadly, the more people propound the second view the more credence is given to the idea that the fans can be relied upon to hound Mrs Smith out, without the need for a proper offer.     Which, in turn, makes it more likely that the club will have to suffer some very very bad times before Mrs Smith decides she wants out on Mr Cullum''s terms.

There is of course an alternative to those two poles, a third position:  Mrs Smith has, whatever one''s views of her, had her time in charge.  It''s time for her to move on.   With the thanks of most.    In today''s world we need someone who can invest more.   Mr Cullum might be that person.   He certainly has the resources.   But, to date, he''s not made a serious offer, and he knows it.  He (presumably) thinks he can use fan pressure to turn the heat in the kitchen up until the Cook leaves and he gets our club on the cheap.  But, we, the fans, are not that stupid.  We recognise that it will take a serious offer and to date Mr Cullum has not made one (has not made any offer).   No one can sensibly expect Mrs Smith to leave until Mr Cullum makes a serious offer - but, we''d like him to make one, openly, so that we can all assess it.  So come on, Mr Cullum.   Make a serious offer.  Any offer would be a start.

 

[/quote]

Good assessment of the situation.

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[quote user="Thorpe Stephen"]

The real issue I have with this is that Delia/MWJ/The Board are looking for investment - persumably a minority investment so they remain majority shareholders - but how do they expect to obtain investment when they are basically saying that a minority shareholder is not worth the money that you pay for it (OK for lots of us we know this when we invested in the club on previous issues - but I assume they are looking for serious investors here.) - e.g. they are happy to have minority investors paying £30 (£25) per share but they are not happy being a minority investor as they dont think £30 (£25) per share is a true value for a minority holding.

[/quote]The other possibility is that DS/MWJ are looking for someone to buy them out as well as invest.  When the Turners came on board they brought Barry Skippers shares and

he left the board.  Maybe Delia would like to operate in the same way.Are they saying that a minority shareholding is worthless or that a majority shareholding, such as the one they have, is worth something?

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[quote]Are they saying that a minority shareholding is worthless or that a majority shareholding, such as the one they have, is worth something?[/quote]

If Cullum wanted to buy over 30% of the shares, then legally he would have to make an offer to all shareholders.  He has not done that.  That''s my understanding of it - is it that simple ?  If it is, then what''s stopping him making that offer ?

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[quote user="Empty Mirror"]

For goodness sake.  Mr Cullum can''t simply buy more shares for his £20 million because the club does not have sufficient unallocated (but issued) shares.    Yes, any company can issue more shares, in accordance with the provisions of the Companies Act, but that route would involve a different set of problems.  Repeating over and over again that this is what Mr Cullum meant won''t change the facts.

Mr Cullum wants control.  But, he did not make an offer for Mrs Smith''s shares, as City Code Rule 9 would then have required him to make an offer to all the shareholders.  So, he is someone who wants control but has made no offer.  

Which appears pretty unrealistic.   But then, Mr Cullum is presumably no fool, and didn''t expect Mrs Smith to give him the club.  He made an announcement to the media, couched in suitably vague terms, no doubt calculating that plenty of fans, blinded by the promise of £20 million, would turn on Mrs Smith without bothering with the nuances of company law, or the fact that she has been offered nothing for her shares.     And, as these boards show, plenty are willing to do that.   He will know that, in the longer perspective, there is bound to be a bad run of results sooner or later, and he will know that more and more fans will turn on Mrs Smith then, and he hopes that she will then be forced to come to him cap in hand on his terms, which will be a brilliant deal for the King of Deals.

[/quote]Not quite. Its very simple to create more authorise share capital, and issue it to a third party, provided you have the agreement of enough of the shareholders (75% if my company law serves me right, sorry, don''t have my butterworths to hand). Correct about the lack of offer to buy already issued shares though. The big stumbling block is that PC wants to subscribe for shares in the company, thus diluting Delia''s (and other current shareholders) holdings with funds specifically earmarked for wasting assets. This is likely to lead to permanent dilution, as to maintain the value, chances are that Cullum will keep having to put money in.The solution, I think, is for the club to create the authorised share capital, and do a rights issue. Shareholders will be free to sell the rights to whoever can afford to subscribe the money. If Delia can put up the money, she can keep her rights. However, failing that, we get a new person in.

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[quote user="Thorpe Stephen"][quote user="T"]

Its nice to see some very sensible reasoned comments on here. I think what PC wanted could be done by way of a new share allocation but the key point is that a minority interest in a football club without control has very limited value as it would be difficult to sell as who would want to buy a minority interest - not PC for one. We would all like to see a richer investor but the reported current PC offer was a little cheeky to say the least but I do not blame him for trying his luck or the current shareholder effectively telling him what to do as most people would with such an offer.

[/quote]

The real issue I have with this is that Delia/MWJ/The Board are looking for investment - persumably a minority investment so they remain majority shareholders - but how do they expect to obtain investment when they are basically saying that a minority shareholder is not worth the money that you pay for it (OK for lots of us we know this when we invested in the club on previous issues - but I assume they are looking for serious investors here.) - e.g. they are happy to have minority investors paying £30 (£25) per share but they are not happy being a minority investor as they dont think £30 (£25) per share is a true value for a minority holding.

[/quote]

fair comment - I rarely see joint control/ shared ownership work in practice even though it sounds a nice idea to many (liverpool being a good example). Therefore I would advocate a complete buy out or a transistion period with a put/call option.

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[quote user="7rew"][quote user="Neil Cluckcaster"][quote user="Thorpe Stephen"]

Further reply from Towergate recieved today..

Gist of email.

PC wanted to invest money not buy out Delia - Diluted shareholding not what the current board wants. (For example £9m out of £16m business is better than £9m out of a £36m business for them - my take)

Dont want to upset pre-season preps. Respects job Delia and MWJ have done.

Fingers crossed for new season.

So my take - at the end of the day we now need to get behind the club like PC has done as supporters now not to try and make a deal which cant happen get in the way.

[/quote]

I''m afraid it reads like a line for public consumption to me...rather than how it actually is. PC is hardly going to attack Smith in an email to an "unknown individual".....thus pouring fuel onto the fire pre-season.

He is biding his time and being professional...nothing more.

[/quote]

So now Cullum is now lying to support the boards position?  Or maybe it was another person hacking into his email accounts from a grassy knoll?

Why wouldn''t he want to pour fuel on the fire? He lit it and it is helping his aims.
[/quote]

Dear me 7rew....you''re not that Simon chap who met a pie-man going to the fair are you?

What you''re dealing with in Peter Cullum is an entirely different animal to what we have come to expect from Smith and Co. PC is a big time professional in the world of business....while Smith and her tuppenny ha''penny entourage are nothing more than small time amateurs playing in a league too high for their abilities....or put another way...a Consultant Surgeon compared with manicurist.

You''ll get little joy from the PC camp other than "teasing" until the job is done (completely)...and as long as Smith knows PC is waiting in the wings to oust her...Smith''s seige mentality will only increase.

Relax and enjoy the hunt........

 

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Not sure a Put/Call option would work here - I know where you are coming from with regards to traded shares but how would this work when Norwich shares are not traded - I dont know.

E.G. The Put option would need to be agreed by Delia/Cullim of a price she/he will be willing to sell/buy at - but if a price can be agreed for an option why not a price for a takeover.

We could simply say Assets/Divided by number of shares is market price (e.g. £30) and if the assets go down and the share price goes below £25 then Delia has the right to action PUT option at circa £28 or something.

But simply - I just cant seen Delia, Michael or PC agreeing to this. It is basically moving back to wanting a complete buyout which is not PC aim.

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I agree a new share allocation could be done - its more of a technical issue. I think the 30% rule applies to related parties as well. the idea of a put/call option eg set for a tme in 2/3 years is that it gives the existing shareholders an exit and PC does not have to get fully involved and pay everything out now until he has sold out of his business. In the meantime there is a clear agreement on use of funds/other key matters ie some sort of compromise transition period.

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[quote user="Neil Cluckcaster"]

Dear me 7rew....you''re not that Simon chap who met a pie-man going to the fair are you?

What you''re dealing with in Peter Cullum is an entirely different animal to what we have come to expect from Smith and Co. PC is a big time professional in the world of business....while Smith and her tuppenny ha''penny entourage are nothing more than small time amateurs playing in a league too high for their abilities....or put another way...a Consultant Surgeon compared with manicurist.

You''ll get little joy from the PC camp other than "teasing" until the job is done (completely)...and as long as Smith knows PC is waiting in the wings to oust her...Smith''s seige mentality will only increase.

Relax and enjoy the hunt........

[/quote]

No, but I was a pieman and you do look familiar now you mention it.  Its explains why you are paying a consultant surgeon to do your nails anyway.I''m afraid PC is the same animal as Smith and Co, a buisnessman and not a "football person".  He might be a bigger specimin,. but still the same species.   "meet the new boss, same as the old boss" springs to mind and he''s playing you like a Violin mate.

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[quote user="T"]I think the 30% rule applies to related parties as well. [/quote]

I am not 100% sure on that either way - but if true how come Michael and Delia have not had to make an offer to buy everyones shares at some point in the past as they clearly toghether have broked the 30% ruling.

I cant remember any offer??!?

Unless of course it is the other way around - e.g. everyone shares were purchased from M&D - but then surely any increase of M&D holding (Which has happened since more shares were in circulation to minor shareholders) did not trigger an offer to buy the rest.

Not sure on that one.

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I think they got over 30% by a new issue and then they was a resolution to waive the rights issue according to thre notice of meeting circulated with the last accounts.

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So basically where there is a will there is a way (which is normally true of most things)......

No will from the Majority Shareholder at the moment so no way!!!!!

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[quote user="7rew"][quote user="Neil Cluckcaster"]

Dear me 7rew....you''re not that Simon chap who met a pie-man going to the fair are you?

What you''re dealing with in Peter Cullum is an entirely different animal to what we have come to expect from Smith and Co. PC is a big time professional in the world of business....while Smith and her tuppenny ha''penny entourage are nothing more than small time amateurs playing in a league too high for their abilities....or put another way...a Consultant Surgeon compared with manicurist.

You''ll get little joy from the PC camp other than "teasing" until the job is done (completely)...and as long as Smith knows PC is waiting in the wings to oust her...Smith''s seige mentality will only increase.

Relax and enjoy the hunt........

[/quote]

No, but I was a pieman and you do look familiar now you mention it.  Its explains why you are paying a consultant surgeon to do your nails anyway.

I''m afraid PC is the same animal as Smith and Co, a buisnessman and not a "football person".  He might be a bigger specimin,. but still the same species.   "meet the new boss, same as the old boss" springs to mind and he''s playing you like a Violin mate.
[/quote]

Excellent initial retort sir!       [:)]

However...second paragraph not so good. You''re misreading the signals like a miopic Indian squaw 7rew and taking it all too personally. Open your mind and remove the personality element from your thinking and you may begin to see how change alone can often cure an ill. No-one is saying Peter Cullum is the answer to our prayers....but at least with him we wouldn''t be saddled by the pathetic "saviour" syndrome which has blighted the club for the past decade and will on to fresh pastures.

Peter Cullum equals potential...Delia Smith equals failure. You choose.......

 

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