US businessman Mark Attanasio’s group, Norfolk Holdings, have provided a £33m package of debt refinancing for the Canaries that also includes ratifying a share allotment process from earlier this year.
Should the approximately 6,500 independent shareholders pass the five resolutions listed Attanasio’s group will increase their shareholding to just over 40pc.
That will dilute the shares held by Delia Smith and Michael Wynn Jones to a matching 40pc, with 20pc held by smaller shareholders.
But the deadline for postal votes to be received and verified by an external party is Thursday (September 28) at 6pm. Any postal votes or proxy forms received after this point will not be counted.
The proposed increase in shares to Attanasio’s Norfolk Holdings group has triggered a takeover code process that applies to public limited companies. Key to this is the Canaries’ independent shareholders are being asked to approve the waiver, granted by the Takeover Panel, to their right to a mandatory offer for their share(s).
Should this pass then the previous share allotment process will be authorised, and Mark Attanasio’s group will increase their shareholding to 40pc.
Both the American’s group, along with the club’s current majority shareholders, are not permitted to vote in this process as they are viewed as acting ‘in concert’.
The club have now also updated part of the original documentation, listed on their official web site, and published in line with the initial announcement of the general meeting, with guidance director Tom Smith is no longer deemed an independent director in this process and is unable to vote on the resolutions.
Smith ‘has a conflict of interest’ as the nephew of Delia Smith. Fellow director Zoe Webber is treated as an ‘independent’ director.
The general meeting is scheduled for Carrow Road on Monday October 2 at 6pm. The club’s documentation, sent to shareholders, makes it clear there will be no question and answer session, or facility to speak to directors or senior staff members either before or after the meeting.
What is happening in simple terms?
Shareholders will be asked to approve the waiver granted by the Takeover Panel to their right to a mandatory offer for their share(s), which was triggered by the share allotment process voted on previously earlier this year.
That process, voted through earlier this year, would take Mark Attanasio’s group (referred to in the legal documentation as Norfolk Holdings) above a 30pc threshold that triggers the Takeover Code procedure applicable to public limited companies in the United Kingdom.
This will be a simple majority vote put to the approximately 6,500 smaller shareholders. Should this pass then the previous share allotment process will be authorised, and Mark Attanasio’s group will increase their shareholding to 40pc.
That will dilute the shares held by Delia Smith and Michael Wynn Jones to a matching 40pc, with 20pc held by smaller shareholders. In effect, signalling the end of majority ownership of the football club but renewing a commitment to fans retaining a share presence as a key stakeholder.
An external party will be used to count and verify the votes cast.
What is a takeover code?
The panel on Takeovers and Mergers, or more commonly the ‘Takeover Panel’, is the United Kingdom’s regulatory body charged with the administration of the takeover code. Its role is to ensure that all shareholders are treated equally during takeover bids.
Now the legal bit. Rule 9 of the takeover code requires a general offer to be made to the holders of any class of equity share capital, and also to the holders of any other class of transferable securities, carrying voting rights in a company which is subject to the takeover code, when any person(s) acquires an interest in shares which, together with shares in which persons acting in concert with that person are interested, carry 30pc or more of the voting rights of the company.
The club’s official statement on September 4 confirmed the Takeover Panel has agreed to waive the obligation under Rule 9 of the Takeover Code for ‘Norfolk Holdings’ to make a mandatory financial offer to existing shareholders to purchase their shares. Now ‘ordinary shareholders’ are being asked to approve the waiver granted by the Takeover Panel at next month’s general meeting.
Click here for a full legal explanation of the takeover code in practical terms.
Who gets to vote and what is the offer price per share?
Applying the above legal terminology to Norwich City, the Mark Attanasio group, along with Delia Smith and Michael Wynn Jones, are viewed as being ‘in concert’ and must take themselves out of the voting process. Tom Smith is also unable to vote as he is deemed to have a ‘conflict of interest’ as Smith’s nephew. Zoe Webber is classed as an independent director and can vote. This is in addition to ‘ordinary shareholders’.
In terms of the share price the Mark Attanasio group are mandated to offer, this is set as the highest price the Mark Attanasio group have previously paid for a share. Which is £25 per share. This information is publicly available via Companies House.
If the resolution(s) is passed and shareholders agree to approve the waiver to their right to a mandatory offer what does this mean moving forward?
The Mark Attanasio group will get another seat on the board. This would be triggered at the point his group increase their shareholding above 30pc.
Mark Attanasio (Norfolk Holdings) has made a commitment to Delia Smith and Michael Wynn Jones, contained in the documentation sent to shareholders, they will remain in control for a minimum of three years. A timeframe which commenced in January 2023, during the previous share allotment process.
In practical terms, this means he will vote his shares in lock step with the wishes of Delia Smith and Michael Wynn Jones on shareholder matters eg. appointing directors, selling the club, infrastructure projects etc. This is distinct from board voting matters eg. appointing head coaches, sporting directors, etc. That remains one person, one vote.
Background to the share allotment process from earlier this year
The club’s last set of published accounts mapped out clearly the scale of loans taken out against future revenue streams. But higher interest rates within the United Kingdom in the past 12 months have made debt repayment more expensive generally. The club approached Mark Attanasio, who has a background in finance, with the aim of obtaining access to financing at a cheaper rate.
Mark Attanasio was willing to assist, but wanted to increase his shareholding, which at that point towards the end of 2022 was around 20pc. Delia Smith and Michael Wynn Jones agreed to that process.
Hence the creation of the specific 195,012 ordinary shares to ensure parity at 40pc. Mark Attanasio’s group have agreed to pay in the region of $6m for those ordinary shares. February’s general meeting was the mechanism to allow the club to create those shares. But in doing so Mark Attanasio’s proposed overall total number of shares triggered the takeover code.
Background to the involvement of the Mark Attanasio group
The US businessman and owner of the Milwaukee Brewers joined the Norwich City board in September 2022. That came after his group had purchased 22pc of shares from Michael Foulger’s shareholding in a private transaction, and other smaller buy ups.
The club also issued £10m worth of ‘C-preference’ shares, which can convert upon certain trigger events, within a seven year timescale, to 10pc of ordinary shares. This process was agreed to give Mark Attanasio’s group a route to purchasing more shares in the future.
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