Manchester United plc SC TO-C, filed Dec 26, 2023
Manchester United plc (MANU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
MANCHESTER UNITED plc
(Name of Subject Company (Issuer))
TRAWLERS LIMITED
(Offeror)
a private limited company wholly owned by
James A. ratcliffe
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Class A Ordinary Shares, Par Value $0.0005
Per Share
(Title of Class of Securities)
G5784H106
(CUSIP Number of Class of Securities)
Tristan Head, Officer
Trawlers Limited
Fort Anne
Douglas, IM1 5PD, Isle of Man
Tel. (+44) 1624 826200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on
Behalf of Filing Persons)
Copies to:
|
Andrew Jolly, Esq. Hywel Davis, Esq. Slaughter and May 1 Bunhill Row London EC1Y 8YY, United Kingdom
|
Krishna Veeraraghavan, Esq. Benjamin Goodchild, Esq. Paul, Weiss, Rifkind, Wharton & Garrison 1285 6th Ave New York, NY 10019, United States |
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee* |
| Not applicable* | Not applicable* |
* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
The pre-commencement communication filed under cover of this Schedule TO relates to a planned tender offer (the “Offer”) by Trawlers Limited (“Purchaser”), a company limited by shares incorporated under the Isle of Man’s Companies Act 2006 with company number 021222V and wholly owned by James A. Ratcliffe, a natural person (an “Offeror” and together with the Purchaser, the “Offerors”), for up to 13,237,834 Class A ordinary shares, par value $0.0005 per share (“Class A Shares”), of Manchester United plc (the “Company”), a Cayman Islands exempted company, representing 25.0% of the issued and outstanding Class A Shares as of the commencement of the Offer, rounded up to the nearest whole Class A Share, at a price of $33.00 per Class A Share, in cash (subject to certain adjustments described in the Transaction Agreement (as defined below)), without interest thereon, less any required tax withholding. The Offer is being made pursuant to the transaction agreement, dated as of December 24, 2023 (together with any amendments or supplements thereto, the “Transaction Agreement”), by and among Purchaser, the sellers party thereto, who are Glazer family members and affiliates (“Sellers”) and the Company.
The Offer for Class A Shares has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The solicitation and offer to buy Class A Shares will only be made pursuant to the tender offer materials that the Offerors and the Company intend to file with the U.S. Securities and Exchange Commission (the “SEC”) upon commencement of the Offer. At the time the Offer is commenced, the Offerors will file a tender offer statement on Schedule TO (“Tender Offer Statement”) with the SEC, and the Company is expected to file a solicitation/recommendation statement on Schedule 14D-9 (“Solicitation/Recommendation Statement”) with the SEC with respect to the Offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF THE COMPANY’S SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. Both the Tender Offer Statement and the Solicitation/Recommendation Statement will be mailed to the Company’s shareholders free of charge. Once filed with the SEC, Company shareholders will be able to obtain a free copy of these materials and other documents with respect to the Offer at the website maintained by the SEC at www.sec.gov. The tender offer materials may also be obtained (when available) free of charge on the Company’s internet website at www.manutd.com or by contacting the information agent for the tender offer who will be named in the tender offer materials.
EXHIBIT INDEX
Exhibit 99.1
 |  |
| CORPORATE RELEASE | 24 December 2023 |
Manchester United PLC Reaches Agreement for Sir Jim Ratcliffe, Chairman of INEOS, to Acquire Up to a 25% Shareholding in the Company
| • | Acquisition of 25% of the Class B shares held by the Glazer family |
| • | Offer to acquire up to 25% of all Class A shares |
| • | The Glazer family and Class A shareholders will receive the same price of $33.00 per share |
| • | Further investment of $300 million in the Club |
| • | INEOS delegated responsibility for management of football operations |
| • | Completion of this deal is subject to receiving all necessary regulatory approvals including from the Premier League |
MANCHESTER, England – (BUSINESS WIRE) – 24 December 2023 – Manchester United plc (NYSE: MANU), announced today that it has entered into an agreement under which Chairman of INEOS, Sir Jim Ratcliffe, will acquire 25 per cent of Manchester United’s Class B shares and up to 25 per cent of Manchester United’s Class A shares and provide an additional $300 million intended to enable future investment into Old Trafford.
As part of the transaction, INEOS has accepted a request by the Board to be delegated responsibility for the management of the Club’s football operations. This will include all aspects of the men's and women's football operations and Academies, alongside two seats on the Manchester United PLC board and the Manchester United Football Club boards.
The joint ambition is to create a world-class football operation building on the Club’s many existing strengths, including the successful off-pitch performance that it continues to enjoy.
Executive Co-Chairmen and Directors, Avram Glazer and Joel Glazer said: “We are delighted to have agreed this deal with Sir Jim Ratcliffe and INEOS. As part of the strategic review we announced in November 2022, we committed to look at a variety of alternatives to help enhance Manchester United, with a focus on delivering success for our men’s, women’s and Academy teams.
“Sir Jim and INEOS bring a wealth of commercial experience as well as significant financial commitment into the Club. And, through INEOS Sport, Manchester United will have access to seasoned high-performance professionals, experienced in creating and leading elite teams from both inside and outside the game. Manchester United has talented people right across the Club and our desire is to always improve at every level to help bring our great fans more success in the future.”
INEOS Chairman, Sir Jim Ratcliffe, said: "As a local boy and a lifelong supporter of the Club, I am very pleased that we have been able to agree a deal with the Manchester United Board that delegates us management responsibility of the football operations of the Club. Whilst the commercial success of the Club has ensured there have always been available funds to win trophies at the highest level, this potential has not been fully unlocked in recent times. We will bring the global knowledge, expertise and talent from the wider INEOS Sport group to help drive further improvement at the Club, while also providing funds intended to enable future investment into Old Trafford.
“We are here for the long term and recognise that a lot of challenges and hard work lie ahead, which we will approach with rigour, professionalism and passion. We are committed to working with everyone at the Club – the Board, staff, players and fans – to help drive the Club forward.
“Our shared ambition is clear: we all want to see Manchester United back where we belong, at the very top of English, European and world football.”
The transaction is subject to customary regulatory approvals and all parties are hopeful it will be completed as soon as possible.
Transaction Details
Under the terms of the transaction agreements, Trawlers Limited will (i) acquire 25% of the Class B ordinary shares of the Company, par value $0.0005 per share (“Class B shares”), and (ii) initiate a tender offer to acquire up to a number of shares that, at launch, will represent 25% of the Class A ordinary shares of the Company, par value $0.0005 per share (“Class A shares”), in each case at a price of $33.00 per share in cash. Subject to a sufficient number of Class A shares being tendered in the offer, Trawlers Limited would own 25% of the Club following the closing of the transaction.
Sir Jim will provide a $300 million fund intended to enable future investment into the Club’s infrastructure at Old Trafford, comprising $200 million paid upon the closing of the transaction and a further $100 million by the end of 2024. Trawlers Limited will be issued additional Class A and Class B shares at $33.00 in respect of such investment.
The transaction will be fully funded by Trawlers Limited without any debt.
The Board of Directors of Manchester United plc has approved the transaction and recommended that the Manchester United plc shareholders tender their shares in the tender offer and approve the change to the Articles of Association of Manchester United plc to, among other things, permit the transfer of Class B shares.
The closing of the tender offer will be subject to the receipt of Premier League approval and other necessary regulatory approvals, shareholder approval of an amendment to the Articles of Association and other customary conditions.
Trawlers Limited is a company incorporated under the laws of Isle of Man and is wholly-owned by Sir Jim Ratcliffe.
Trawlers Limited was advised by Slaughter and May, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Goldman Sachs International and J.P. Morgan Cazenove. Manchester United was advised by The Raine Group and Latham & Watkins LLP. The Glazer family shareholders were advised by Rothschild and Co.
Cautionary Notice Regarding Forward-Looking Statements
This press release contains “forward-looking statements” relating to the proposed acquisition of Class A shares and Class B shares of the Company by Trawlers Limited, a company incorporated under the laws of the Isle of Man and wholly owned by James A. Ratcliffe, a natural person (together with Trawlers Limited, the “Offerors”). Such forward-looking statements include, but are not limited to, statements about the parties’ ability to satisfy the conditions to the consummation of the Offer (as defined below), the expected timetable for completing the Offer and the other transactions contemplated by the Transaction Agreement (as defined below) and the ancillary agreements thereto (collectively, the “Transactions”), the Company’s and Offerors’ beliefs and expectations, the benefits sought to be achieved by the Transactions, and the potential effects of the completed Transactions on both the Company and the Offerors. In some cases, forward-looking statements may be identified by terminology such as “believe,” “may,” “will,” “should,” “predict,” “goal,” “strategy,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” “seek” and similar expressions and variations thereof. These words are intended to identify forward-looking statements. These forward-looking statements are based on current expectations and projections about future events, but there can be no guarantee that such expectations and projections will prove accurate in the future. All statements other than statements of historical fact are forward-looking statements. Actual results may differ materially from current expectations due to a number of factors, including (but not limited to) risks associated with uncertainties as to the timing of the Transactions; uncertainties as to how many of the Company’s shareholders will tender their shares in the Offer; the risk that competing offers will be made; the possibility that various conditions to the Transactions may not be satisfied or waived; and the risk that shareholder litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date they are made. Except as required by law, the Company and the Offerors undertake no obligation to publicly release any revisions to the forward-looking statements after the date hereof to conform these statements to actual results or revised expectations.
About the Offer and Additional Information
The Offerors expect to commence a tender offer (such tender offer, the “Offer”) for up to 13,237,834 Class A shares of the Company representing 25.0% of the issued and outstanding Class A Shares as of the commencement of the Offer, rounded up to the nearest whole Class A share, at a price of $33.00 per Class A share, in cash (subject to certain adjustments), without interest thereon, less any required tax withholding. The Offer is being made pursuant to the transaction agreement, dated as of 24th December 2023, by and among Trawlers Limited, the sellers party thereto, who are Glazer family members and affiliates, and the Company (the “Transaction Agreement”). The Offer has not yet commenced. This press release is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell Class A shares of the Company or any other securities. This press release is also not a substitute for the tender offer materials that the Offerors will file with the United States Securities and Exchange Commission (the “SEC”) upon commencement of the Offer. At the time the Offer is commenced, the Offerors will file with the SEC a Tender Offer Statement on Schedule TO (the “Tender Offer Statement”) and the Company will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 (the “Solicitation/Recommendation Statement”). 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 Company’s shareholders and other investors can obtain the Tender Offer Statement, the Solicitation/Recommendation Statement and other filed documents for free at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Investors page of the Company’s website, https://ir.manutd.com/. In addition, the Company’s shareholders may obtain free copies of the tender offer materials by contacting the information agent for the Offer that will be named in the Tender Offer Statement.
About Manchester United
Manchester United is one of the most popular and successful sports teams in the world, playing one of the most popular spectator sports on Earth. Through our 145-year football heritage we have won 67 trophies, enabling us to develop what we believe is one of the world’s leading sports and entertainment brands with a global community of 1.1 billion fans and followers. Our large, passionate and highly engaged fan base provides Manchester United with a worldwide platform to generate significant revenue from multiple sources, including sponsorship, merchandising, product licensing, broadcasting and matchday initiatives which in turn, directly fund our ability to continuously reinvest in the club.
Contacts
|
Investor Relations: Corinna Freedman Head of Investor Relations +44 738 491 0828 Corinna.Freedman@manutd.co.uk |
Media Relations: Andrew Ward Director of Media Relations & Public Affairs +44 161 676 7770 andrew.ward@manutd.co.uk |
Exhibit 99.2
Dear Team,
Subject to regulatory approval, we are pleased to have reached agreement to secure up to 25% A & B shares in the Club and to have delegated responsibility for the management of the Club’s football operations across the men’s, women’s and Academy teams. We will also be investing $300m of new capital into the Club intended to enable future improvements to Old Trafford.
We recognise that this has been a long process and has brought a huge amount of uncertainty and speculation, which cannot have made your job any easier.
Our objectives on the sporting side of the Club are clear. Manchester United should always be positioned as one of the world’s best teams, capable of challenging and winning League and European titles on a regular basis and we are fully committed to working in collaboration with the Board to capitalise on the off-pitch success that the Club already enjoys to now deliver success on the pitch.
We look forward to working with you.
Sir Jim Ratcliffe, Chairman of INEOS.
Cautionary Notice Regarding Forward-Looking Statements
This communication contains “forward-looking statements” relating to the proposed acquisition of Class A ordinary shares, par value $0.0005 per share ("Class A Shares”), and Class B ordinary shares, par value $0.0005 per share, of Manchester United plc, a Cayman Islands exempted company (the “Company”) by Trawlers Limited (“Purchaser”), a company incorporated under the laws of the Isle of Man and wholly owned by James A. Ratcliffe, a natural person (an “Offeror” and, together with Purchaser, the “Offerors”). Such forward-looking statements include, but are not limited to, statements about the parties’ ability to satisfy the conditions to the consummation of the Offer (as defined below), the expected timetable for completing the Offer and the other transactions contemplated by the Transaction Agreement (as defined below) and the ancillary agreements thereto (collectively, the “Transactions”), the Company’s and Offerors’ beliefs and expectations, the benefits sought to be achieved by the Transactions, and the potential effects of the completed Transactions on both the Company and the Offerors. In some cases, forward-looking statements may be identified by terminology such as “believe,” “may,” “will,” “should,” “predict,” “goal,” “strategy,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” “seek” and similar expressions and variations thereof. These words are intended to identify forward-looking statements. These forward-looking statements are based on current expectations and projections about future events, but there can be no guarantee that such expectations and projections will prove accurate in the future. All statements other than statements of historical fact are forward-looking statements. Actual results may differ materially from current expectations due to a number of factors, including (but not limited to) risks associated with uncertainties as to the timing of the Transactions; uncertainties as to how many of the Company’s shareholders will tender their shares in the Offer; the risk that competing offers will be made; the possibility that various conditions to the Transactions may not be satisfied or waived; and the risk that shareholder litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date they are made. Except as required by law, the Company and the Offerors undertake no obligation to publicly release any revisions to the forward-looking statements after the date hereof to conform these statements to actual results or revised expectations.
About the Offer and Additional Information
The Offerors expect to commence a tender offer (such tender offer, the “Offer”) for up to 13,237,834 Class A Shares of the Company representing 25.0% of the issued and outstanding Class A Shares as of the commencement of the Offer, rounded up to the nearest whole Class A Share, at a price of $33.00 per Class A Share, in cash (subject to certain adjustments), without interest thereon, less any required tax withholding. The Offer is being made pursuant to the transaction agreement, dated as of 24th December 2023, by and among Purchaser, the sellers party thereto, who are Glazer family members and affiliates, and the Company (the “Transaction Agreement”). The Offer has not yet commenced. This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell Class A Shares of the Company or any other securities. This communication is also not a substitute for the tender offer materials that the Offerors will file with the United States Securities and Exchange Commission (the “SEC”) upon commencement of the Offer. At the time the Offer is commenced, the Offerors will file with the SEC a Tender Offer Statement on Schedule TO (the “Tender Offer Statement”) and the Company will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 (the “Solicitation/Recommendation Statement”). 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 Company’s shareholders and other investors can obtain the Tender Offer Statement, the Solicitation/Recommendation Statement and other filed documents for free at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Investors page of the Company’s website, https://ir.manutd.com/. In addition, the Company’s shareholders may obtain free copies of the tender offer materials by contacting the information agent for the Offer that will be named in the Tender Offer Statement.
Exhibit 99.3
Dear MUST,
I wanted to write to you at this time given the critical role of the fans to the future of Manchester United as we recognise our responsibility as custodians of the Club on your behalf.
I believe we can bring sporting success on the pitch to complement the undoubted commercial success that the club has enjoyed. It will require time and patience alongside rigour and the highest level of professional management.
You are ambitious for Manchester United and so are we. There are no guarantees in sport, and change can inevitably take time but we are in it for the long term and together we want to help take Manchester United back to where the club belongs, at the very top of English, European and World Football. I take that responsibility very seriously.
Please note that, as with any deal, it is subject to the usual regulatory sign-off process and therefore we do not expect to speak publicly about Club matters until after the deal has completed.
Sir Jim Ratcliffe
Chairman of INEOS
Cautionary Notice Regarding Forward-Looking Statements
This communication contains “forward-looking statements” relating to the proposed acquisition of Class A ordinary shares, par value $0.0005 per share ("Class A Shares”), and Class B ordinary shares, par value $0.0005 per share, of Manchester United plc, a Cayman Islands exempted company (the “Company”) by Trawlers Limited (“Purchaser”), a company incorporated under the laws of the Isle of Man and wholly owned by James A. Ratcliffe, a natural person (an “Offeror” and, together with Purchaser, the “Offerors”). Such forward-looking statements include, but are not limited to, statements about the parties’ ability to satisfy the conditions to the consummation of the Offer (as defined below), the expected timetable for completing the Offer and the other transactions contemplated by the Transaction Agreement (as defined below) and the ancillary agreements thereto (collectively, the “Transactions”), the Company’s and Offerors’ beliefs and expectations, the benefits sought to be achieved by the Transactions, and the potential effects of the completed Transactions on both the Company and the Offerors. In some cases, forward-looking statements may be identified by terminology such as “believe,” “may,” “will,” “should,” “predict,” “goal,” “strategy,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” “seek” and similar expressions and variations thereof. These words are intended to identify forward-looking statements. These forward-looking statements are based on current expectations and projections about future events, but there can be no guarantee that such expectations and projections will prove accurate in the future. All statements other than statements of historical fact are forward-looking statements. Actual results may differ materially from current expectations due to a number of factors, including (but not limited to) risks associated with uncertainties as to the timing of the Transactions; uncertainties as to how many of the Company’s shareholders will tender their shares in the Offer; the risk that competing offers will be made; the possibility that various conditions to the Transactions may not be satisfied or waived; and the risk that shareholder litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date they are made. Except as required by law, the Company and the Offerors undertake no obligation to publicly release any revisions to the forward-looking statements after the date hereof to conform these statements to actual results or revised expectations.
About the Offer and Additional Information
The Offerors expect to commence a tender offer (such tender offer, the “Offer”) for up to 13,237,834 Class A Shares of the Company representing 25.0% of the issued and outstanding Class A Shares as of the commencement of the Offer, rounded up to the nearest whole Class A Share, at a price of $33.00 per Class A Share, in cash (subject to certain adjustments), without interest thereon, less any required tax withholding. The Offer is being made pursuant to the transaction agreement, dated as of 24th December 2023, by and among Purchaser, the sellers party thereto, who are Glazer family members and affiliates, and the Company (the “Transaction Agreement”). The Offer has not yet commenced. This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell Class A Shares of the Company or any other securities. This communication is also not a substitute for the tender offer materials that the Offerors will file with the United States Securities and Exchange Commission (the “SEC”) upon commencement of the Offer. At the time the Offer is commenced, the Offerors will file with the SEC a Tender Offer Statement on Schedule TO (the “Tender Offer Statement”) and the Company will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 (the “Solicitation/Recommendation Statement”). 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 Company’s shareholders and other investors can obtain the Tender Offer Statement, the Solicitation/Recommendation Statement and other filed documents for free at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Investors page of the Company’s website, https://ir.manutd.com/. In addition, the Company’s shareholders may obtain free copies of the tender offer materials by contacting the information agent for the Offer that will be named in the Tender Offer Statement.
Exhibit 99.4
INEOS LinkedIn post
Manchester United plc reaches agreement for Sir Jim Ratcliffe, Chairman of INEOS, to acquire up to a 25% shareholding in the Company.
Click here for the detail: https://shorturl.at/AGMPX
#MUFC
INEOS X post
Manchester United plc reaches agreement for Sir Jim Ratcliffe, Chairman of INEOS, to acquire up to a 25% shareholding in the Company.
Click here for the detail: https://shorturl.at/AGMPX
#MUFC
INEOS Facebook post
Manchester United plc reaches agreement for Sir Jim Ratcliffe, Chairman of INEOS, to acquire up to a 25% shareholding in the Company.
Click here for the detail: https://shorturl.at/AGMPX
#MUFC
Cautionary Notice Regarding Forward-Looking Statements
This communication contains “forward-looking statements” relating to the proposed acquisition of Class A ordinary shares, par value $0.0005 per share ("Class A Shares”), and Class B ordinary shares, par value $0.0005 per share, of Manchester United plc, a Cayman Islands exempted company (the “Company”) by Trawlers Limited (“Purchaser”), a company incorporated under the laws of the Isle of Man and wholly owned by James A. Ratcliffe, a natural person (an “Offeror” and, together with Purchaser, the “Offerors”). Such forward-looking statements include, but are not limited to, statements about the parties’ ability to satisfy the conditions to the consummation of the Offer (as defined below), the expected timetable for completing the Offer and the other transactions contemplated by the Transaction Agreement (as defined below) and the ancillary agreements thereto (collectively, the “Transactions”), the Company’s and Offerors’ beliefs and expectations, the benefits sought to be achieved by the Transactions, and the potential effects of the completed Transactions on both the Company and the Offerors. In some cases, forward-looking statements may be identified by terminology such as “believe,” “may,” “will,” “should,” “predict,” “goal,” “strategy,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” “seek” and similar expressions and variations thereof. These words are intended to identify forward-looking statements. These forward-looking statements are based on current expectations and projections about future events, but there can be no guarantee that such expectations and projections will prove accurate in the future. All statements other than statements of historical fact are forward-looking statements. Actual results may differ materially from current expectations due to a number of factors, including (but not limited to) risks associated with uncertainties as to the timing of the Transactions; uncertainties as to how many of the Company’s shareholders will tender their shares in the Offer; the risk that competing offers will be made; the possibility that various conditions to the Transactions may not be satisfied or waived; and the risk that shareholder litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date they are made. Except as required by law, the Company and the Offerors undertake no obligation to publicly release any revisions to the forward-looking statements after the date hereof to conform these statements to actual results or revised expectations.
About the Offer and Additional Information
The Offerors expect to commence a tender offer (such tender offer, the “Offer”) for up to 13,237,834 Class A Shares of the Company representing 25.0% of the issued and outstanding Class A Shares as of the commencement of the Offer, rounded up to the nearest whole Class A Share, at a price of $33.00 per Class A Share, in cash (subject to certain adjustments), without interest thereon, less any required tax withholding. The Offer is being made pursuant to the transaction agreement, dated as of 24th December 2023, by and among Purchaser, the sellers party thereto, who are Glazer family members and affiliates, and the Company (the “Transaction Agreement”). The Offer has not yet commenced. This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell Class A Shares of the Company or any other securities. This communication is also not a substitute for the tender offer materials that the Offerors will file with the United States Securities and Exchange Commission (the “SEC”) upon commencement of the Offer. At the time the Offer is commenced, the Offerors will file with the SEC a Tender Offer Statement on Schedule TO (the “Tender Offer Statement”) and the Company will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 (the “Solicitation/Recommendation Statement”). 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 Company’s shareholders and other investors can obtain the Tender Offer Statement, the Solicitation/Recommendation Statement and other filed documents for free at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Investors page of the Company’s website, https://ir.manutd.com/. In addition, the Company’s shareholders may obtain free copies of the tender offer materials by contacting the information agent for the Offer that will be named in the Tender Offer Statement.