– Acquisition of 25% of the Class B shares held by the Glazer household
– Supply to amass as much as 25% of all Class A shares
– The Glazer household and Class A shareholders will obtain the identical value of $33.00 per share
– Additional funding of $300 million within the Membership
– INEOS delegated duty for administration of soccer operations
– Completion of this deal is topic to receiving all essential regulatory approvals together with from the Premier League
Manchester United plc (NYSE: MANU) introduced in the present day that it has entered into an settlement below which Chairman of INEOS, Sir Jim Ratcliffe, will purchase 25 per cent of Manchester United’s Class B shares and as much as 25 per cent of Manchester United’s Class A shares and supply an extra $300 million supposed to allow future funding into Outdated Trafford.
As a part of the transaction, INEOS has accepted a request by the Board to be delegated duty for the administration of the Membership’s soccer operations. This may embrace all points of the lads’s and ladies’s soccer operations and Academies, alongside two seats on the Manchester United PLC board and the Manchester United Soccer Membership boards.
The joint ambition is to create a world-class soccer operation constructing on the Membership’s many present strengths, together with the profitable off-pitch efficiency that it continues to take pleasure in.
Govt Co-Chairmen and Administrators, Avram Glazer and Joel Glazer mentioned: “We’re delighted to have agreed this cope with Sir Jim Ratcliffe and INEOS. As a part of the strategic overview we introduced in November 2022, we dedicated to have a look at a wide range of options to assist improve Manchester United, with a give attention to delivering success for our males’s, girls’s and Academy groups.
“Sir Jim and INEOS convey a wealth of business expertise in addition to important monetary dedication into the Membership. And, by means of INEOS Sport, Manchester United could have entry to seasoned high-performance professionals, skilled in creating and main elite groups from each inside and outdoors the sport. Manchester United has gifted folks proper throughout the Membership and our want is to at all times enhance at each stage to assist convey our nice followers extra success sooner or later.”
INEOS Chairman, Sir Jim Ratcliffe, mentioned: “As an area boy and a lifelong supporter of the Membership, I’m more than happy that now we have been capable of agree a cope with the Manchester United Board that delegates us administration duty of the soccer operations of the Membership. While the business success of the Membership has ensured there have at all times been out there funds to win trophies on the highest stage, this potential has not been absolutely unlocked in latest instances. We’ll convey the worldwide information, experience and expertise from the broader INEOS Sport group to assist drive additional enchancment on the Membership, whereas additionally offering funds supposed to allow future funding into Outdated Trafford.
“We’re right here for the long run and recognise that a whole lot of challenges and exhausting work lie forward, which we’ll strategy with rigour, professionalism and fervour. We’re dedicated to working with everybody on the Membership – the Board, employees, gamers and followers – to assist drive the Membership ahead.
“Our shared ambition is evident: all of us wish to see Manchester United again the place we belong, on the very prime of English, European and world soccer.”
The transaction is topic to customary regulatory approvals and all events are hopeful it is going to be accomplished as quickly as potential.
Transaction particulars
Below the phrases of the transaction agreements, Trawlers Restricted will (i) purchase 25% of the Class B atypical shares of the Firm, par worth $0.0005 per share (“Class B shares”), and (ii) provoke a young provide to amass as much as numerous shares that, at launch, will signify 25% of the Class A atypical shares of the Firm, par worth $0.0005 per share (“Class A shares”), in every case at a value of $33.00 per share in money. Topic to a adequate variety of Class A shares being tendered within the provide, Trawlers Restricted would personal 25% of the Membership following the closing of the transaction.
Sir Jim will present a $300 million fund supposed to allow future funding into the Membership’s infrastructure at Outdated Trafford, comprising $200 million paid upon the closing of the transaction and an extra $100 million by the top of 2024. Trawlers Restricted can be issued extra Class A and Class B shares at $33.00 in respect of such funding.
The transaction can be absolutely funded by Trawlers Restricted with none debt.
The Board of Administrators of Manchester United plc has authorized the transaction and beneficial that the Manchester United plc shareholders tender their shares within the tender provide and approve the change to the Articles of Affiliation of Manchester United plc to, amongst different issues, allow the switch of Class B shares.
The closing of the tender provide can be topic to the receipt of Premier League approval and different essential regulatory approvals, shareholder approval of an modification to the Articles of Affiliation and different customary situations.
Trawlers Restricted is an organization integrated below the legal guidelines of Isle of Man and is wholly-owned by Sir Jim Ratcliffe.
Trawlers Restricted was suggested by Slaughter and Might, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Goldman Sachs Worldwide and J.P. Morgan Cazenove. Manchester United was suggested by The Raine Group and Latham & Watkins LLP. The Glazer household shareholders had been suggested by Rothschild and Co.
Cautionary Discover Concerning Ahead-Trying Statements
This press launch incorporates “forward-looking statements” referring to the proposed acquisition of Class A shares and Class B shares of the Firm by Trawlers Restricted, an organization integrated below the legal guidelines of the Isle of Man and wholly owned by James A. Ratcliffe, a pure individual (along with Trawlers Restricted, the “Offerors”). Such forward-looking statements embrace, however should not restricted to, statements in regards to the events’ capability to fulfill the situations to the consummation of the Supply (as outlined beneath), the anticipated timetable for finishing the Supply and the opposite transactions contemplated by the Transaction Settlement (as outlined beneath) and the ancillary agreements thereto (collectively, the “Transactions”), the Firm’s and Offerors’ beliefs and expectations, the advantages sought to be achieved by the Transactions, and the potential results of the finished Transactions on each the Firm and the Offerors. In some instances, forward-looking statements could also be recognized by terminology resembling “consider,” “could,” “will,” “ought to,” “predict,” “purpose,” “technique,” “probably,” “estimate,” “proceed,” “anticipate,” “intend,” “may,” “would,” “challenge,” “plan,” “anticipate,” “search” and related expressions and variations thereof. These phrases are supposed to establish forward-looking statements. These forward-looking statements are based mostly on present expectations and projections about future occasions, however there might be no assure that such expectations and projections will show correct sooner or later. All statements apart from statements of historic reality are forward-looking statements. Precise outcomes could differ materially from present expectations resulting from numerous elements, together with (however not restricted to) dangers related to uncertainties as to the timing of the Transactions; uncertainties as to how most of the Firm’s shareholders will tender their shares within the Supply; the danger that competing provides can be made; the chance that varied situations to the Transactions will not be happy or waived; and the danger that shareholder litigation in reference to the Transactions could end in important prices of protection, indemnification and legal responsibility. Undue reliance shouldn’t be positioned on these forward-looking statements, which communicate solely as of the date they’re made. Besides as required by legislation, the Firm and the Offerors undertake no obligation to publicly launch any revisions to the forward-looking statements after the date hereof to adapt these statements to precise outcomes or revised expectations.
Concerning the Supply and Further Data
The Offerors anticipate to begin a young provide (such tender provide, the “Supply”) for as much as 13,237,834 Class A shares of the Firm representing 25.0% of the issued and excellent Class A Shares as of the graduation of the Supply, rounded as much as the closest entire Class A share, at a value of $33.00 per Class A share, in money (topic to sure changes), with out curiosity thereon, much less any required tax withholding. The Supply is being made pursuant to the transaction settlement, dated as of twenty fourth December 2023, by and amongst Trawlers Restricted, the sellers celebration thereto, who’re Glazer members of the family and associates, and the Firm (the “Transaction Settlement”). The Supply has not but commenced. This press launch is for informational functions solely, isn’t a suggestion and is neither a proposal to buy nor a solicitation of a proposal to promote Class A shares of the Firm or another securities. This press launch can also be not an alternative choice to the tender provide supplies that the Offerors will file with the USA Securities and Trade Fee (the “SEC”) upon graduation of the Supply. On the time the Supply is commenced, the Offerors will file with the SEC a Tender Supply Assertion on Schedule TO (the “Tender Supply Assertion”) and the Firm will file with the SEC a solicitation/suggestion assertion on Schedule 14D-9 (the “Solicitation/Suggestion Assertion”). THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION / RECOMMENDATION STATEMENT WHEN SUCH DOCUMENTS BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ AND CONSIDERED CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. When filed, the Firm’s shareholders and different traders can acquire the Tender Supply Assertion, the Solicitation/Suggestion Assertion and different filed paperwork at no cost on the SEC’s web site at www.sec.gov. Copies of the paperwork filed with the SEC by the Firm can be out there freed from cost on the Buyers web page of the Firm’s web site, https://ir.manutd.com/. As well as, the Firm’s shareholders could acquire free copies of the tender provide supplies by contacting the data agent for the Supply that can be named within the Tender Supply Assertion.
