Motterman
13 May 2005, 10:40 AM
This is the new Glazer thread.
Here's the details of the bid:
13 May 2005
Unconditional Mandatory Cash Offer by Rothschild on behalf of Red Football Limited for Manchester United PLC
Summary
• On 12 May 2005, Red acquired 75,736,960 Manchester United Shares, representing approximately 28.7 per cent. of the issued share capital of Manchester United, from Cubic at a price of 300 pence for each Manchester United Share. Prior to the purchase from Cubic, Red Football Partnership owned 74,149,233 Manchester United Shares, representing approximately 28.1 per cent. of the issued share capital of Manchester United.
• Red has made subsequent market purchases of 39,335,620 Manchester United Shares, representing approximately 14.9 per cent. of the issued share capital of Manchester United.
• As a result of the purchase from Cubic and subsequent market purchases, the Red Football Group owns, or has agreed to acquire, in aggregate, 189,221,813 Manchester United Shares, representing approximately 71.8 per cent. of the issued share capital of Manchester United.
• As stated in the announcement issued by Rothschild on behalf of Red yesterday, Red is required to make an offer, in accordance with the provisions of Rule 9 of the City Code, for the issued share capital of Manchester United which is not already owned by Red or any other member of the Red Football Group.
• The acquisition by Red of 75,736,960 Manchester United Shares from Cubic has been settled and therefore the Offer will, when formally made, be unconditional from the outset.
• The Offer will be 300 pence in cash for each Manchester United Share, valuing the entire issued share capital of Manchester United at approximately £790.3 million.
• The Offer represents a premium of:
- 13.2 per cent. to the Closing Price of 265 pence for each Manchester United Share on 11 May 2005 (being the last business day prior to the date of the announcement that an unconditional mandatory cash offer was to be made);
- 12.8 per cent. to the Closing Price of 266 pence for each Manchester United Share on 17 December 2004 (being the last business day prior to the commencement of the Current Offer Period); and
- 7.3 per cent. to the Closing Price of 279.5 pence for each Manchester United Share on 13 February 2004 (being the last business day prior to the commencement of the Original Offer Period).
• Red is a UK private limited company which has been incorporated for the specific purpose of making the Offer and is, indirectly, wholly-owned by Red Football Partnership.
Commenting on the Offer, Joel Glazer, said:
"We are delighted to make this offer to acquire one of the pre-eminent football clubs in the world. We are long-term sports investors and avid Manchester United fans. Our intention is to work with the current management, players and fans to ensure Manchester United continues to develop and achieve even greater success."
This summary should be read in conjunction with the full text of the following announcement which sets out further details of the Offer. The Appendix contains definitions of certain terms used in this announcement.
This announcement does not constitute an offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Offer will be made solely by the Offer Document and the Form of Acceptance, which will contain the full terms of the Offer (including details of how it may be accepted) and which will be posted to Manchester United Shareholders shortly.
The availability of the Offer to Manchester United Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. Further details in relation to overseas shareholders will be contained in the Offer Document.
The Offer will not be made, directly or indirectly, in, into or from Australia, Canada, Japan or the United States and the Offer will not be capable of acceptance from or within Australia, Canada, Japan or the United States. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from Australia, Canada, Japan or the United States and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
Rothschild, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Red and no one else in connection with the Offer and will not be responsible to anyone other than Red for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Offer.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, any person who, alone or acting together with any other person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control relevant securities of Manchester United, owns or controls, or becomes the owner or controller, directly or indirectly, of one per cent. or more of any class of securities of Manchester United is required to disclose, by not later then 12.00 noon on the business day following the date of the relevant transaction, dealings in such securities (or in any option in respect of, or derivative referenced to, any such securities) in the period up to the first closing date of the Offer.
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant securities of Manchester United, or by any of their respective "associates" (within the meaning of the City Code) must also be disclosed.
If you are in any doubt as to the application of Rule 8 of the City Code to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk/) or contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 13 May 2005
1. Introduction
On 12 May 2005, Red acquired 75,736,960 Manchester United Shares, representing approximately 28.7 per cent. of the issued share capital of Manchester United, from Cubic at a price of 300 pence for each Manchester United Share. Prior to the purchase from Cubic, Red Football Partnership owned 74,149,233 Manchester United Shares, representing approximately 28.1 per cent. of the issued share capital of Manchester United.
Red has made subsequent market purchases of 39,335,620 Manchester United Shares, representing approximately 14.9 per cent. of the issued share capital of Manchester United.
As a result of the purchase from Cubic and subsequent market purchases, the Red Football Group owns, or has agreed to acquire, in aggregate, 189,221,813 Manchester United Shares, representing approximately 71.8 per cent. of the issued share capital of Manchester United.
As stated in the announcement issued by Rothschild on behalf of Red yesterday, Red is required to make an offer, in accordance with the provisions of Rule 9 of the City Code, for the issued share capital of Manchester United which is not already owned by Red or any other member of the Red Football Group.
The acquisition by Red of 75,736,960 Manchester United Shares from Cubic has been settled and therefore the Offer will, when formally made, be unconditional from the outset.
2. The Offer
The Offer, which will be subject to the terms to be set out in the Offer Document and the Form of Acceptance, will be made on the following basis:
for each Manchester United Share 300 pence in cash
The Offer values the entire issued share capital of Manchester United at approximately £790.3 million.
The Offer represents a premium of:
• 13.2 per cent. to the Closing Price of 265 pence for each Manchester United Share on 11 May 2005 (being the last business day prior to the date of the announcement that an unconditional mandatory cash offer was to be made);
• 12.8 per cent. to the Closing Price of 266 pence for each Manchester United Share on 17 December 2004 (being the last business day prior to the commencement of the Current Offer Period); and
• 7.3 per cent. to the Closing Price of 279.5 pence for each Manchester United Share on 13 February 2004 (being the last business day prior to the commencement of the Original Offer Period).
The Manchester United Shares will be acquired by Red pursuant to the Offer fully paid with full title guarantee and free from all liens, equitable interests, charges, encumbrances, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive in full all dividends and other distributions declared, made or paid after the date of this announcement.
3. Existing holding of Manchester United Shares
Prior to the acquisition by Red of 75,736,960 Manchester United Shares from Cubic, Red Football Partnership owned 74,149,233 Manchester United Shares, representing approximately 28.1 per cent. of the issued share capital of Manchester United.
Following the acquisition by Red of 75,736,960 Manchester United Shares from Cubic, the 74,149,233 Manchester United Shares already owned by Red Football Partnership were transferred to Red Junior, a wholly-owned subsidiary of Red.
Red has made subsequent market purchases of 39,335,620 Manchester United Shares, representing approximately 14.9 per cent. of the issued share capital of Manchester United.
As a result of the purchase from Cubic and subsequent market purchases, the Red Football Group owns, or has agreed to acquire, in aggregate, 189,221,813 Manchester United Shares, representing approximately 71.8 per cent. of the issued share capital of Manchester United.
4. Background to the Offer
The Glazer family are keen supporters of Manchester United and long-term owners of Manchester United Shares. Red wants to work with current management, players and supporters to ensure that the significant successes enjoyed by Manchester United, both on and off the pitch, continue.
Manchester United is one of the pre-eminent football clubs in the world and Red is committed to the success of Manchester United Football Club, the team and all other aspects of the Manchester United business.
5. Information on Manchester United
Manchester United is one of the leading football clubs in the world, with an international brand and a fan base which embodies the passion and excitement of the world's most popular sport. In addition to professional football, the Company's business encompasses merchandising/retailing, catering, corporate hospitality and media and communications.
For the year ended 31 July 2004, Manchester United reported a profit on ordinary activities after tax of £19.4 million (2003: £29.8 million) on turnover of £169.1 million (2003: £173.0 million). As at 31 July 2004, Manchester United had consolidated net assets of £173.4 million (2003: £156.4 million).
For the six month period ended 31 January 2005, Manchester United reported a profit on ordinary activities after tax of £9.0 million (2004: £18.7 million) on turnover of £91.6 million (2004: £92.4 million). As at 31 January 2005, Manchester United had consolidated net assets of £179.7 million (2004: £175.9 million).
6. Information on the Glazer family
The Glazer family currently has a portfolio of investments which includes real estate and banking assets, the Zapata Corporation and the Tampa Bay Buccaneers, an American Football team in the NFL which the Glazer family acquired in 1995. The Zapata Corporation is a major shareholder in Omega Protein Corporation, a large producer of marine protein products, and in Safety Components International, Inc., a leading supplier of automotive airbags, fabric and cushions with operations in North America and Europe.
The experience and success of the Glazer family in managing a sports club is well illustrated by its ownership of the Tampa Bay Buccaneers. The Glazer family has improved the performance of the Tampa Bay Buccaneers' business in the following key areas:
(a) sporting success, including winning the NFL Superbowl in January 2003;
(b) financial success, including the attraction of new sponsorship and concession investment;
(c) investment in stadium expansion and development of stadium facilities;
(d) sustained investment in the playing squad;
(e) enthusiastic fan support, with several years of consecutive sell-outs throughout the entire NFL season; and
(f) community projects within the Tampa Bay area.
7. Information on Red
Red is a UK private limited company incorporated for the specific purpose of making the Offer and is, indirectly, wholly-owned by Red Football Partnership. The general partner of Red Football Partnership is Malcolm I. Glazer G.P., Inc. and the limited partner of Red Football Partnership is Malcolm Glazer Revocable Trust. The sole shareholder of Malcolm I. Glazer G.P., Inc. is Malcolm Glazer Revocable Trust (of which the principal beneficiary is Malcolm Glazer).
Red has not traded since incorporation, nor has it entered into any obligations, other than in connection with the Offer and the financing of the Offer.
8. Financing of the Offer
Assuming full acceptance of the Offer:
a) the Glazer family will provide £272 million in equity contributions towards the Offer, comprising 74,149,233 Manchester United Shares already owned by Red Football Partnership at a price of 300 pence for each Manchester United Share, as well as cash;
b) Red Joint Venture will provide £275 million of funding for the Offer by the issue to certain investors of the non-cash pay Preferred Securities, which will have no security over, or recourse to, Manchester United's assets: and
c) certain lenders will provide to Red a £265 million loan facility which, subject to prior shareholder approval by way of special resolution, will have security over Manchester United's assets.
For the purpose of this paragraph, "Offer" includes the acquisition of, or agreement to acquire, any Manchester United Shares by Red (or any other member of the Red Football Group) prior to this announcement.
Rothschild is satisfied that resources are available to Red which are sufficient to satisfy the cash consideration payable to Manchester United Shareholders in the event of full acceptance of the Offer.
Further details of the financing of the Offer will be set out in the Offer Document.
9. Manchester United Share Option Schemes
The Offer will be extended to any Manchester United Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) while the Offer remains open for acceptance (or, subject to the City Code, by such earlier date as Red may decide), including (without limitation) any Manchester United Shares issued pursuant to the exercise of options granted under the Manchester United Share Option Schemes.
To the extent that options under the Manchester United Share Option Schemes remain unexercised, Red will make appropriate proposals to holders of options under the Manchester United Share Option Schemes in due course.
10. Employees
Red intends that the existing employment rights, including pension rights, of all employees of Manchester United will be safeguarded.
11. Compulsory acquisition, de-listing and cancellation of trading
If Red receives sufficient acceptances under the Offer, Red may exercise its rights pursuant to the provisions of sections 428 to 430F (inclusive) of the Companies Act compulsorily to acquire the remaining Manchester United Shares.
Furthermore, Red intends to procure that Manchester United makes applications to the United Kingdom Listing Authority for the cancellation of the listing of Manchester United Shares on the Official List and to the London Stock Exchange's market for listed securities for the cancellation of trading in Manchester
United Shares. It is expected that such cancellations will take effect no earlier than 20 business days following the posting of the Offer Document.
It is the intention of Red to propose a special resolution to re-register Manchester United as a private company and it is unlikely that Manchester United Shareholders who do not accept the Offer will receive the same level of future dividend payments (if any) in respect of their Manchester United Shares as have been previously declared and paid.
12. General
Save as disclosed in paragraph 3 above, neither Red nor any of the Red Directors nor, so far as Red is aware, any party acting in concert with Red, owns or controls any Manchester United Shares or securities convertible or exchangeable into Manchester United Shares or any rights to subscribe for or purchase, or holds any options in respect of, or derivatives referenced to, any such shares ("Manchester United Securities") nor does any such person have any arrangement in relation to Manchester United Securities. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Manchester United Securities which may be an inducement to deal or refrain from dealing in such securities.
The Offer will lapse (unless the Panel otherwise consents) if, before the First Closing Date, or the date when the Offer becomes or is declared unconditional as to acceptances (whichever is the later), there is reference to the Competition Commission or the European Commission either initiates proceedings under Article 6(1)(c) of Council Regulation (EC) No. 139/2004 or, following a referral by the European Commission to a competent authority in the United Kingdom under Article 9(1) of that Regulation, there is reference to the Competition Commission. If the Offer does so lapse, the Offer will cease to be capable of further acceptance and Red and any Manchester United Shareholders who have previously accepted the Offer will cease to be bound by prior acceptances.
The Offer will be subject to the requirements of the City Code. The Offer Document and the Form of Acceptance containing the full terms of the Offer (including details of how it may be accepted) will be posted to Manchester United Shareholders shortly (other than to any Manchester United Shareholders
with addresses in Australia, Canada, Japan or the United States) and, for information only, to participants in the Manchester United Share Option Schemes.
In deciding whether or not to accept the Offer in respect of their Manchester United Shares, Manchester United Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and Form of Acceptance.
The Appendix contains definitions of certain terms used in this announcement.
This announcement does not constitute an offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Offer will be made solely by the Offer Document and the Form of Acceptance, which will contain the full terms of the Offer (including details of how it may be accepted) and which will be posted to Manchester United Shareholders shortly.
The availability of the Offer to Manchester United Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. Further details in relation to overseas shareholders will be contained in the Offer Document.
The Offer will not be made, directly or indirectly, in, into or from Australia, Canada, Japan or the United States and the Offer will not be capable of acceptance from or within Australia, Canada, Japan or the United States. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from Australia, Canada, Japan or the United States and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
Rothschild, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Red and no one else in connection with the Offer and will not be responsible to anyone other than Red for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Offer.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, any person who, alone or acting together with any other person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control relevant securities of Manchester United, owns or controls, or becomes the owner or controller, directly or indirectly, of one per cent. or more of any class of
securities of Manchester United is required to disclose, by not later then 12.00 noon on the business day following the date of the relevant transaction, dealings in such securities (or in any option in respect of, or derivative referenced to, any such securities) in the period up to the first closing date of the Offer.
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant securities of Manchester United, or by any of their respective "associates" (within the meaning of the City Code) must also be disclosed.
If you are in any doubt as to the application of Rule 8 of the City Code to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk/) or contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.
Here's the details of the bid:
13 May 2005
Unconditional Mandatory Cash Offer by Rothschild on behalf of Red Football Limited for Manchester United PLC
Summary
• On 12 May 2005, Red acquired 75,736,960 Manchester United Shares, representing approximately 28.7 per cent. of the issued share capital of Manchester United, from Cubic at a price of 300 pence for each Manchester United Share. Prior to the purchase from Cubic, Red Football Partnership owned 74,149,233 Manchester United Shares, representing approximately 28.1 per cent. of the issued share capital of Manchester United.
• Red has made subsequent market purchases of 39,335,620 Manchester United Shares, representing approximately 14.9 per cent. of the issued share capital of Manchester United.
• As a result of the purchase from Cubic and subsequent market purchases, the Red Football Group owns, or has agreed to acquire, in aggregate, 189,221,813 Manchester United Shares, representing approximately 71.8 per cent. of the issued share capital of Manchester United.
• As stated in the announcement issued by Rothschild on behalf of Red yesterday, Red is required to make an offer, in accordance with the provisions of Rule 9 of the City Code, for the issued share capital of Manchester United which is not already owned by Red or any other member of the Red Football Group.
• The acquisition by Red of 75,736,960 Manchester United Shares from Cubic has been settled and therefore the Offer will, when formally made, be unconditional from the outset.
• The Offer will be 300 pence in cash for each Manchester United Share, valuing the entire issued share capital of Manchester United at approximately £790.3 million.
• The Offer represents a premium of:
- 13.2 per cent. to the Closing Price of 265 pence for each Manchester United Share on 11 May 2005 (being the last business day prior to the date of the announcement that an unconditional mandatory cash offer was to be made);
- 12.8 per cent. to the Closing Price of 266 pence for each Manchester United Share on 17 December 2004 (being the last business day prior to the commencement of the Current Offer Period); and
- 7.3 per cent. to the Closing Price of 279.5 pence for each Manchester United Share on 13 February 2004 (being the last business day prior to the commencement of the Original Offer Period).
• Red is a UK private limited company which has been incorporated for the specific purpose of making the Offer and is, indirectly, wholly-owned by Red Football Partnership.
Commenting on the Offer, Joel Glazer, said:
"We are delighted to make this offer to acquire one of the pre-eminent football clubs in the world. We are long-term sports investors and avid Manchester United fans. Our intention is to work with the current management, players and fans to ensure Manchester United continues to develop and achieve even greater success."
This summary should be read in conjunction with the full text of the following announcement which sets out further details of the Offer. The Appendix contains definitions of certain terms used in this announcement.
This announcement does not constitute an offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Offer will be made solely by the Offer Document and the Form of Acceptance, which will contain the full terms of the Offer (including details of how it may be accepted) and which will be posted to Manchester United Shareholders shortly.
The availability of the Offer to Manchester United Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. Further details in relation to overseas shareholders will be contained in the Offer Document.
The Offer will not be made, directly or indirectly, in, into or from Australia, Canada, Japan or the United States and the Offer will not be capable of acceptance from or within Australia, Canada, Japan or the United States. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from Australia, Canada, Japan or the United States and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
Rothschild, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Red and no one else in connection with the Offer and will not be responsible to anyone other than Red for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Offer.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, any person who, alone or acting together with any other person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control relevant securities of Manchester United, owns or controls, or becomes the owner or controller, directly or indirectly, of one per cent. or more of any class of securities of Manchester United is required to disclose, by not later then 12.00 noon on the business day following the date of the relevant transaction, dealings in such securities (or in any option in respect of, or derivative referenced to, any such securities) in the period up to the first closing date of the Offer.
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant securities of Manchester United, or by any of their respective "associates" (within the meaning of the City Code) must also be disclosed.
If you are in any doubt as to the application of Rule 8 of the City Code to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk/) or contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 13 May 2005
1. Introduction
On 12 May 2005, Red acquired 75,736,960 Manchester United Shares, representing approximately 28.7 per cent. of the issued share capital of Manchester United, from Cubic at a price of 300 pence for each Manchester United Share. Prior to the purchase from Cubic, Red Football Partnership owned 74,149,233 Manchester United Shares, representing approximately 28.1 per cent. of the issued share capital of Manchester United.
Red has made subsequent market purchases of 39,335,620 Manchester United Shares, representing approximately 14.9 per cent. of the issued share capital of Manchester United.
As a result of the purchase from Cubic and subsequent market purchases, the Red Football Group owns, or has agreed to acquire, in aggregate, 189,221,813 Manchester United Shares, representing approximately 71.8 per cent. of the issued share capital of Manchester United.
As stated in the announcement issued by Rothschild on behalf of Red yesterday, Red is required to make an offer, in accordance with the provisions of Rule 9 of the City Code, for the issued share capital of Manchester United which is not already owned by Red or any other member of the Red Football Group.
The acquisition by Red of 75,736,960 Manchester United Shares from Cubic has been settled and therefore the Offer will, when formally made, be unconditional from the outset.
2. The Offer
The Offer, which will be subject to the terms to be set out in the Offer Document and the Form of Acceptance, will be made on the following basis:
for each Manchester United Share 300 pence in cash
The Offer values the entire issued share capital of Manchester United at approximately £790.3 million.
The Offer represents a premium of:
• 13.2 per cent. to the Closing Price of 265 pence for each Manchester United Share on 11 May 2005 (being the last business day prior to the date of the announcement that an unconditional mandatory cash offer was to be made);
• 12.8 per cent. to the Closing Price of 266 pence for each Manchester United Share on 17 December 2004 (being the last business day prior to the commencement of the Current Offer Period); and
• 7.3 per cent. to the Closing Price of 279.5 pence for each Manchester United Share on 13 February 2004 (being the last business day prior to the commencement of the Original Offer Period).
The Manchester United Shares will be acquired by Red pursuant to the Offer fully paid with full title guarantee and free from all liens, equitable interests, charges, encumbrances, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive in full all dividends and other distributions declared, made or paid after the date of this announcement.
3. Existing holding of Manchester United Shares
Prior to the acquisition by Red of 75,736,960 Manchester United Shares from Cubic, Red Football Partnership owned 74,149,233 Manchester United Shares, representing approximately 28.1 per cent. of the issued share capital of Manchester United.
Following the acquisition by Red of 75,736,960 Manchester United Shares from Cubic, the 74,149,233 Manchester United Shares already owned by Red Football Partnership were transferred to Red Junior, a wholly-owned subsidiary of Red.
Red has made subsequent market purchases of 39,335,620 Manchester United Shares, representing approximately 14.9 per cent. of the issued share capital of Manchester United.
As a result of the purchase from Cubic and subsequent market purchases, the Red Football Group owns, or has agreed to acquire, in aggregate, 189,221,813 Manchester United Shares, representing approximately 71.8 per cent. of the issued share capital of Manchester United.
4. Background to the Offer
The Glazer family are keen supporters of Manchester United and long-term owners of Manchester United Shares. Red wants to work with current management, players and supporters to ensure that the significant successes enjoyed by Manchester United, both on and off the pitch, continue.
Manchester United is one of the pre-eminent football clubs in the world and Red is committed to the success of Manchester United Football Club, the team and all other aspects of the Manchester United business.
5. Information on Manchester United
Manchester United is one of the leading football clubs in the world, with an international brand and a fan base which embodies the passion and excitement of the world's most popular sport. In addition to professional football, the Company's business encompasses merchandising/retailing, catering, corporate hospitality and media and communications.
For the year ended 31 July 2004, Manchester United reported a profit on ordinary activities after tax of £19.4 million (2003: £29.8 million) on turnover of £169.1 million (2003: £173.0 million). As at 31 July 2004, Manchester United had consolidated net assets of £173.4 million (2003: £156.4 million).
For the six month period ended 31 January 2005, Manchester United reported a profit on ordinary activities after tax of £9.0 million (2004: £18.7 million) on turnover of £91.6 million (2004: £92.4 million). As at 31 January 2005, Manchester United had consolidated net assets of £179.7 million (2004: £175.9 million).
6. Information on the Glazer family
The Glazer family currently has a portfolio of investments which includes real estate and banking assets, the Zapata Corporation and the Tampa Bay Buccaneers, an American Football team in the NFL which the Glazer family acquired in 1995. The Zapata Corporation is a major shareholder in Omega Protein Corporation, a large producer of marine protein products, and in Safety Components International, Inc., a leading supplier of automotive airbags, fabric and cushions with operations in North America and Europe.
The experience and success of the Glazer family in managing a sports club is well illustrated by its ownership of the Tampa Bay Buccaneers. The Glazer family has improved the performance of the Tampa Bay Buccaneers' business in the following key areas:
(a) sporting success, including winning the NFL Superbowl in January 2003;
(b) financial success, including the attraction of new sponsorship and concession investment;
(c) investment in stadium expansion and development of stadium facilities;
(d) sustained investment in the playing squad;
(e) enthusiastic fan support, with several years of consecutive sell-outs throughout the entire NFL season; and
(f) community projects within the Tampa Bay area.
7. Information on Red
Red is a UK private limited company incorporated for the specific purpose of making the Offer and is, indirectly, wholly-owned by Red Football Partnership. The general partner of Red Football Partnership is Malcolm I. Glazer G.P., Inc. and the limited partner of Red Football Partnership is Malcolm Glazer Revocable Trust. The sole shareholder of Malcolm I. Glazer G.P., Inc. is Malcolm Glazer Revocable Trust (of which the principal beneficiary is Malcolm Glazer).
Red has not traded since incorporation, nor has it entered into any obligations, other than in connection with the Offer and the financing of the Offer.
8. Financing of the Offer
Assuming full acceptance of the Offer:
a) the Glazer family will provide £272 million in equity contributions towards the Offer, comprising 74,149,233 Manchester United Shares already owned by Red Football Partnership at a price of 300 pence for each Manchester United Share, as well as cash;
b) Red Joint Venture will provide £275 million of funding for the Offer by the issue to certain investors of the non-cash pay Preferred Securities, which will have no security over, or recourse to, Manchester United's assets: and
c) certain lenders will provide to Red a £265 million loan facility which, subject to prior shareholder approval by way of special resolution, will have security over Manchester United's assets.
For the purpose of this paragraph, "Offer" includes the acquisition of, or agreement to acquire, any Manchester United Shares by Red (or any other member of the Red Football Group) prior to this announcement.
Rothschild is satisfied that resources are available to Red which are sufficient to satisfy the cash consideration payable to Manchester United Shareholders in the event of full acceptance of the Offer.
Further details of the financing of the Offer will be set out in the Offer Document.
9. Manchester United Share Option Schemes
The Offer will be extended to any Manchester United Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) while the Offer remains open for acceptance (or, subject to the City Code, by such earlier date as Red may decide), including (without limitation) any Manchester United Shares issued pursuant to the exercise of options granted under the Manchester United Share Option Schemes.
To the extent that options under the Manchester United Share Option Schemes remain unexercised, Red will make appropriate proposals to holders of options under the Manchester United Share Option Schemes in due course.
10. Employees
Red intends that the existing employment rights, including pension rights, of all employees of Manchester United will be safeguarded.
11. Compulsory acquisition, de-listing and cancellation of trading
If Red receives sufficient acceptances under the Offer, Red may exercise its rights pursuant to the provisions of sections 428 to 430F (inclusive) of the Companies Act compulsorily to acquire the remaining Manchester United Shares.
Furthermore, Red intends to procure that Manchester United makes applications to the United Kingdom Listing Authority for the cancellation of the listing of Manchester United Shares on the Official List and to the London Stock Exchange's market for listed securities for the cancellation of trading in Manchester
United Shares. It is expected that such cancellations will take effect no earlier than 20 business days following the posting of the Offer Document.
It is the intention of Red to propose a special resolution to re-register Manchester United as a private company and it is unlikely that Manchester United Shareholders who do not accept the Offer will receive the same level of future dividend payments (if any) in respect of their Manchester United Shares as have been previously declared and paid.
12. General
Save as disclosed in paragraph 3 above, neither Red nor any of the Red Directors nor, so far as Red is aware, any party acting in concert with Red, owns or controls any Manchester United Shares or securities convertible or exchangeable into Manchester United Shares or any rights to subscribe for or purchase, or holds any options in respect of, or derivatives referenced to, any such shares ("Manchester United Securities") nor does any such person have any arrangement in relation to Manchester United Securities. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Manchester United Securities which may be an inducement to deal or refrain from dealing in such securities.
The Offer will lapse (unless the Panel otherwise consents) if, before the First Closing Date, or the date when the Offer becomes or is declared unconditional as to acceptances (whichever is the later), there is reference to the Competition Commission or the European Commission either initiates proceedings under Article 6(1)(c) of Council Regulation (EC) No. 139/2004 or, following a referral by the European Commission to a competent authority in the United Kingdom under Article 9(1) of that Regulation, there is reference to the Competition Commission. If the Offer does so lapse, the Offer will cease to be capable of further acceptance and Red and any Manchester United Shareholders who have previously accepted the Offer will cease to be bound by prior acceptances.
The Offer will be subject to the requirements of the City Code. The Offer Document and the Form of Acceptance containing the full terms of the Offer (including details of how it may be accepted) will be posted to Manchester United Shareholders shortly (other than to any Manchester United Shareholders
with addresses in Australia, Canada, Japan or the United States) and, for information only, to participants in the Manchester United Share Option Schemes.
In deciding whether or not to accept the Offer in respect of their Manchester United Shares, Manchester United Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and Form of Acceptance.
The Appendix contains definitions of certain terms used in this announcement.
This announcement does not constitute an offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Offer will be made solely by the Offer Document and the Form of Acceptance, which will contain the full terms of the Offer (including details of how it may be accepted) and which will be posted to Manchester United Shareholders shortly.
The availability of the Offer to Manchester United Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. Further details in relation to overseas shareholders will be contained in the Offer Document.
The Offer will not be made, directly or indirectly, in, into or from Australia, Canada, Japan or the United States and the Offer will not be capable of acceptance from or within Australia, Canada, Japan or the United States. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from Australia, Canada, Japan or the United States and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
Rothschild, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Red and no one else in connection with the Offer and will not be responsible to anyone other than Red for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Offer.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, any person who, alone or acting together with any other person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control relevant securities of Manchester United, owns or controls, or becomes the owner or controller, directly or indirectly, of one per cent. or more of any class of
securities of Manchester United is required to disclose, by not later then 12.00 noon on the business day following the date of the relevant transaction, dealings in such securities (or in any option in respect of, or derivative referenced to, any such securities) in the period up to the first closing date of the Offer.
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant securities of Manchester United, or by any of their respective "associates" (within the meaning of the City Code) must also be disclosed.
If you are in any doubt as to the application of Rule 8 of the City Code to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk/) or contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.