So… the long-awaited news on the next phase of the Mark Attanasio investment has finally landed.
The Pink Un lads, Connor and Paddy, have done a superb job in spelling out the latest and what it all means, so I’ll not attempt a blow-by-blow analysis of the mechanics of this morning’s news but instead try and offer a layman’s overview and some thoughts on what has been announced.
For those who have an eye for detail, I’d thoroughly recommend Paddy’s piece:
Around 9:15 this morning, green and yellow smoke appeared from the chimney of Carrow Road’s Lion & Castle and signalled the beginning of the end of Delia Smith and Michael Wynn-Jones’ tenure as majority shareholders of Norwich City Football Club.
If everything goes to plan, a general meeting of the Club’s shareholders, scheduled for Monday 2 October, will ratify the purchasing of 195,012 ordinary shares to a new company named Norfolk FB Holdings, LLC (“Norfolk”) – one led by Mark Attanasio.
Once/if ratified, it will bring the shareholding of the Attanasio group up to a round 40 percent – the exact same amount that will then be held by Delia and Michael. The remaining 20 percent will be held by the smaller investors and fans, including the Canaries Trust.
Where it gets tricky – reportedly the reason for the prolonged process so far – is that as the Attanasio group will have acquired in excess of 30 percent of the total share allocation, and because the Club is a PLC, under the Takeovers and Mergers Code there is an obligation for Attanasio to offer to buy out the remaining shareholders at the same rate at which he has purchased his new allocation.
The reason this is tricky is that it seems Delia and Michael have no wish to see their shareholding dip below 40 percent and the Attanasios have no desire, at this stage, to see theirs accelerate beyond 40 percent.
The desired position for both parties is parity but because neither party is able to vote on the resolution, plenty rests on the goodwill of the 20 percent whom they are entrusting to waive their right to sell.
I *think* that’s right – if it isn’t I trust someone will correct me in the comments below.
In addition to acquiring an equal share to Delia and Michael, this new arrangement (if ratified) would bring with it an additional seat on the board for the Attanasios, although it appears there’s an agreement in place – I’m not clear if it’s a gentleman’s agreement or an official one – that the Smiths and the Attanasios will not contest one another on ‘shareholder related matters’ when it comes to voting.
This arrangement – the 40/40/20 split – has, I believe, a timescale of three years backdated to January 2023, meaning that in that time there will be no muscle-flexing from the Attanasios.
It is also understood that in the same way Michael and Delia are keen for there to always be fan representation within the shareholding structure, those from the US are keen to retain this ethos.
In terms of what this means to the Club in terms of hard cold cash, the previously reported figure of £10 million looks to be way off. Instead, the figure being discussed is $6 million, aka £4.75 million.
This is, of course, on top of the £10 million that Attanasio has already loaned the Club in the form of C-preference shares, which can be converted to ordinary shares upon certain triggers – now within a six-year time frame.
I think/hope that just about covers it.
So, where does it leave us?
Well, if nothing else, it does signify that the Attanasios are in it for the long term. They appear content for this whole process to move at the pace of a snail as, of course, do Delia and Michael who have made it unequivocally clear they are not yet ready to take a back seat.
While it is clear the Attansios are officially cool with it all moving along ultra-gently, the pace is ultimately of D&M’s choosing.
But their time as majority shareholders, barring any hiccups, is nearing its end. This might not be the end game, but it’s the beginning of the end game.
And while it’s not the beginning of the Attanasio era either, we now enter phase two. And the clock is ticking on the three-year timescale during which time no aggressive moves will be made on either side.
No longer can we describe ourselves as majority-owned. And it’s no longer the gospel according to only Delia and Michael.
From October 3, some voices with an American twang will officially have a greater say in the running of our football club.
Only time will tell where that takes us.