Explainer: What shareholder letters mean for City’s future

That is the ownership structure in place at Norwich City as of last year, and Attanasio votes in unison with Smith and Wynn Jones on

issues pertaining to shareholding.

This vote decisively tilts the shareholding mix between the two groups from 40-40 to 85-15 in favour of Attanasio’s party.

A debt-to-equity arrangement for borrowing, loans, and debt is the means by which that structure is created, transforming Norwich

from a negative item on the balance sheet to a low debt position.

Following this month’s vote, Delia Smith and Michael Wynn Jones are expected to resign as directors.(Photo credit: Focus Images

Ltd./Paul Chesterton)The D-preference is being granted at a rate per share comparable to $7.05, which is more than its nominal value of £1.00. Using the quoted spot-rate of 0.7576 in the documents, this equates to £5.34 per share. As a result, the 2.4 million D-

preference shares are worth £13,166,643.

The balance will be the 56m new E-preference shares, which are to be issued at their nominal £1.00 value but, critically, will still

accumulate a dividend liability at 11%.

The class D shares will be established at a valuation that, starting on March 1, 2025, will enable Attanasio’s group to convert them into

common shares, so initiating a new ownership mix and granting them power over the football club in addition to a changed financial

situation. As most of the debt has been internalised, this will put the club in a much healthier situation.

The debt, borrowing, and loans will all be converted into equity, eliminating interest payments, which will significantly increase City’s

profit and sustainability position—something clubs are now required to handle.

Because there is no interest being accrued on debt, it is intended to provide the City with financial breathing room. Additionally, it

keeps the money that is owed to Attanasio’s group from accruing because the American never tries to collect the debt.

The procedure is overseen by the Takeover Panel, which  responsible for regulating public limited businesses. To avoid Attanasio’s

group being compelled to make an obligatory offer to the more than 6,500 stockholders shares at the same rate as the arrangement

with Smith and Wynn Jones, they have given City a Rule 9 waiver.

That forms the basis of the vote shareholders will undertake to grant that process, which will then see the class D shares issued to

allow them to be converted into ordinary shares next March.

In essence, Smith and Wynn Jones have a condition that requires the share conversion to occur in March in order to guarantee the

deal’s approval.

Attanasio’s regulatory deadlines are the reason for the postponement until March; however, Norfolk FB Holdings will essentially take

complete control as soon as the shares are distributed.

The document also demonstrates that as of August 31, 2024, Norwich City had received $80.45 million in debt financing from

Attanasio’s business.

Mark Attanasio’s group are set to gain majority control of the football club. City signed eight players during the summer – some of

which funded by Attanasio’s group as long-term investments for the future but to strengthen the squad.

That investment will remain outstanding and will not form part of the proposed refinancing plan.

Norfolk FB Holdings have also agreed a new PIK (Payment in Kind) loan to the value of $3.99m with an interest rate of 11pc per

annum. The maturity date of March 1 2025 unless extended by agreement of Attanasio’s group and the company.

Should the vote be passed, Smith and Wynn Jones are expected to immediately step down from the board of directors. They will be

refunded for a loan issued in August 2022 for stadium refurbishment to the value of £1.04m.

The pair will become ‘life presidents’ of the football club. That title will not owe the pair to any rights or obligations when it comes to

board decisions, although they will retain their seats at the front of the directors box plus their current ticket allocation and up to eight

complimentary tickets per home game.

That will also include car parking and dining in the directors’ lounge, plus access will granted for them to continue attending away fixtures.

Plans to honour Smith and Wynn Jones for their contribution and long service to Norwich are expected to be announced upon the

successful completion of the vote.

Tom Smith will remain on the board alongside executive director Zoe Webber. Resolution number three is for shareholders to approve

the appointment of Attanasio’s associate Richard Ressler onto the board.

Norfolk FB Holdings will also be entitled to appoint a third member to the board to ensure they have a majority on votes. In an

instance that a director from the group aren’t present for a vote, the remaining persons present will be handed extra votes to maintain

the majority.

They will also retain, in effect, the first right of negotiation if Smith and Wynn Jones decide to sell some or all of their shares in the

future. The previous agreement that saw Attanasio’s group vote in tandem with Smith and Wynn Jones will be terminated once

shareholders pass these resolutions.

The document also contains information on Attanasio’s company, which was incorporated on June 13, 2022, as a private limited

company in Delaware.

It was created as an investment vehicle for share acquisition and has no business or trading activities outside of its shareholding in

Norwich City.

Norfolk FB Holdings is constructed of three members – Canaries, Footloose and Orchard. Those three hold 83.2pc shares in the

company. Attanasio controls Canaries, Canary Management and Footloose whilst Ressler heads up Orchard.

At Norwich City, Zoe Webber will continue to serve on the board. The remaining stockholders include individuals, trusts, and business

entities situated in the United States. The five directors of Norfolk are: Daniel Fumai, the assistant treasurer; Rick Schlesinger, the

secretary and treasurer; Attanasio, the chairman; and Marti Wronski, the assistant secretary.

Unlike the previous year’s process, Attanasio’s group will not have any obstacles in passing the EFL because they all took the directors

test last year, which is a requirement for any individual whose stake in a club exceeds 25 percent.

It is anticipated that day-to-day operations will proceed as usual, including the retention of the executive committee’s current

organisational structure. Ben Knapper’s appointment as sporting director was made in large part thanks to Attanasio.

Both Knapper and Attanasio intend to steer Norwich’s football operations in  new direction driven by statistics. This process began

this summer with their transfer business.

Shareholders will now have the opportunity to vote, determining Norwich City’s future power structures and ushering in a new era at

Carrow Road.

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