Norwich City have confirmed a general meeting next month to ratify a process that would see Mark Attanasio’s group match the shares held by current majority shareholders Delia Smith and Michael Wynn Jones.

City released a statement on their official site on Monday morning, with shareholders also recieving documentation in the post over the coming days.

The full statement read: “Norwich City have issued a notice to the club’s ordinary shareholders of a general meeting to be held on Monday, October 2, 2023 at Carrow Road.

“The formal business will revolve around the allotment of 195,012 ordinary shares to Norfolk FB Holdings, LLC (“Norfolk”), the group led by Mark Attanasio. If approved, the allotment will lead to parity in shareholding between Norfolk and current majority shareholders, Delia Smith and Michael Wynn Jones.

“The Takeover Panel has agreed to waive the obligation under Rule 9 of the Takeover Code (which is applicable to the club as a public limited company) for Norfolk to make a mandatory financial offer to existing shareholders to purchase their shares.

“At the general meeting, the club’s ordinary shareholders, with the exception of Delia Smith, Michael Wynn Jones and Norfolk, will be asked to approve the waivers granted by the Takeover Panel and authorise the allotment of 195,012 ordinary shares to Norfolk.

“Included with the notice sent to ordinary shareholders is a circular containing all the relevant information required by the Takeover Panel to explain the background to, and purpose of, the general meeting, to assist shareholders in casting their votes.

“The circular, along with other relevant documents can be found here.

“Only the club’s current directors and ordinary shareholders will be permitted to attend, and given the anticipated short length of the meeting, shareholders are encouraged to vote in advance by proxy.

“The club will issue a further announcement following the conclusion of the general meeting.”

What does this mean in simple terms?

Shareholders will be asked at a general meeting scheduled for Monday October 2 at Carrow Road 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 Monday morning 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.

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. Zoe Webber and Tom Smith are classed as independent directors 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 latest documentation being 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.