– Acquisition of 25% of the Class B shares held by the Glazer household
– Supply to accumulate 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 obligatory regulatory approvals together with from the Premier League
Manchester United plc (NYSE: MANU) introduced at this time that it has entered into an settlement beneath 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 a further $300 million meant to allow future funding into Previous 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 embody all features of the boys’s and girls’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 get pleasure from.
Government Co-Chairmen and Administrators, Avram Glazer and Joel Glazer mentioned: “We’re delighted to have agreed this take care of Sir Jim Ratcliffe and INEOS. As a part of the strategic assessment we introduced in November 2022, we dedicated to have a look at quite a lot 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 deliver a wealth of business expertise in addition to important monetary dedication into the Membership. And, by way of INEOS Sport, Manchester United may have entry to seasoned high-performance professionals, skilled in creating and main elite groups from each inside and out of doors the sport. Manchester United has gifted individuals proper throughout the Membership and our need is to all the time enhance at each degree to assist deliver 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 take care of the Manchester United Board that delegates us administration duty of the soccer operations of the Membership. While the industrial success of the Membership has ensured there have all the time been obtainable funds to win trophies on the highest degree, this potential has not been absolutely unlocked in current occasions. We are going to deliver the worldwide information, experience and expertise from the broader INEOS Sport group to assist drive additional enchancment on the Membership, whereas additionally offering funds meant to allow future funding into Previous Trafford.
“We’re right here for the long run and recognise that numerous challenges and onerous work lie forward, which we’ll strategy with rigour, professionalism and fervour. We’re dedicated to working with everybody on the Membership – the Board, workers, 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 high of English, European and world soccer.”
The transaction is topic to customary regulatory approvals and all events are hopeful it will likely be accomplished as quickly as attainable.
Transaction particulars
Underneath the phrases of the transaction agreements, Trawlers Restricted will (i) purchase 25% of the Class B bizarre shares of the Firm, par worth $0.0005 per share (“Class B shares”), and (ii) provoke a young provide to accumulate as much as a variety of shares that, at launch, will characterize 25% of the Class A bizarre 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 enough 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 meant to allow future funding into the Membership’s infrastructure at Previous Trafford, comprising $200 million paid upon the closing of the transaction and an additional $100 million by the top of 2024. Trawlers Restricted might be issued further Class A and Class B shares at $33.00 in respect of such funding.
The transaction might be absolutely funded by Trawlers Restricted with none debt.
The Board of Administrators of Manchester United plc has accredited the transaction and really useful 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 might be topic to the receipt of Premier League approval and different obligatory regulatory approvals, shareholder approval of an modification to the Articles of Affiliation and different customary situations.
Trawlers Restricted is an organization integrated beneath the legal guidelines of Isle of Man and is wholly-owned by Sir Jim Ratcliffe.
Trawlers Restricted was suggested by Slaughter and Could, 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 have been suggested by Rothschild and Co.
Cautionary Discover Relating to Ahead-Trying Statements
This press launch accommodates “forward-looking statements” regarding the proposed acquisition of Class A shares and Class B shares of the Firm by Trawlers Restricted, an organization integrated beneath 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 embody, however usually are not restricted to, statements concerning the events’ means 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 circumstances, forward-looking statements could also be recognized by terminology corresponding to “imagine,” “could,” “will,” “ought to,” “predict,” “objective,” “technique,” “probably,” “estimate,” “proceed,” “anticipate,” “intend,” “might,” “would,” “venture,” “plan,” “anticipate,” “search” and related expressions and variations thereof. These phrases are meant to determine forward-looking statements. These forward-looking statements are based mostly on present expectations and projections about future occasions, however there will be no assure that such expectations and projections will show correct sooner or later. All statements apart from statements of historic truth are forward-looking statements. Precise outcomes could differ materially from present expectations as a consequence of a variety of elements, together with (however not restricted to) dangers related to uncertainties as to the timing of the Transactions; uncertainties as to how lots of the Firm’s shareholders will tender their shares within the Supply; the danger that competing presents might be made; the chance that varied situations to the Transactions is probably not glad or waived; and the danger that shareholder litigation in reference to the Transactions could lead to 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 evolve 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 complete 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 occasion thereto, who’re Glazer relations and associates, and the Firm (the “Transaction Settlement”). The Supply has not but commenced. This press launch is for informational functions solely, shouldn’t be a advice and is neither a proposal to buy nor a solicitation of a proposal to promote Class A shares of the Firm or every other securities. This press launch can also be not an alternative choice to the tender provide supplies that the Offerors will file with america Securities and Change 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/advice assertion on Schedule 14D-9 (the “Solicitation/Advice 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 receive the Tender Supply Assertion, the Solicitation/Advice Assertion and different filed paperwork totally free on the SEC’s web site at www.sec.gov. Copies of the paperwork filed with the SEC by the Firm might be obtainable 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 receive free copies of the tender provide supplies by contacting the data agent for the Supply that might be named within the Tender Supply Assertion.
