Manchester United Files 6-K, Confirms Foreign Private Issuer Status

TL;DR

**Manchester United just filed a routine 6-K, confirming its foreign private issuer status and updating its registration statement.**

AI Summary

Manchester United plc filed a Form 6-K on February 21, 2024, indicating it is a foreign private issuer. The filing confirms the company's address as Old Trafford, Sir Matt Busby Way, Manchester M16 0RA, United Kingdom, and its business phone number as 44(0)1618688000. This report is incorporated by reference into the company's Registration Statement on Form F-3 (No. 333-259817).

Why It Matters

This routine filing ensures regulatory compliance for Manchester United plc as a publicly traded foreign entity in the U.S., maintaining transparency for investors.

Risk Assessment

Risk Level: low — This is a standard compliance filing with no new material information that would indicate a change in risk.

Key Numbers

• 001-35627 — Commission File Number (SEC identification for Manchester United plc)
• 333-259817 — Form F-3 Registration Statement Number (Registration statement into which this 6-K is incorporated by reference)
• 20240221 — Filing Date (Date the 6-K was filed)

Key Players & Entities

• Manchester United plc (company) — registrant
• Old Trafford (company) — business address
• Sir Matt Busby Way (company) — street address
• Manchester (company) — city
• M16 0RA (company) — zip code
• United Kingdom (company) — country
• 44(0)1618688000 (dollar_amount) — business phone number
• February 2024 (dollar_amount) — month of report
• 001-35627 (dollar_amount) — Commission File Number
• 333-259817 (dollar_amount) — Registration Statement on Form F-3 number

FAQ

Key Financial Figures

• $0.0005 — uo;s Class B ordinary shares, par value $0.0005 per share (the “ Class B Shares &
• $0.005 — uo;s Class A ordinary shares, par value $0.005 per share (the “ Class A Shares &
• $33.00 — rest whole Class A Share, at a price of $33.00 per Class A Share (subject to certain a
• $200 m — for an aggregate subscription price of $200 million, on the business day immediately
• $100 m — for an aggregate subscription price of $100 million, on December 31, 2024, or such ea
• $436.8 million — ggregate consideration of approximately $436.8 million. Following the Acceptance Time and purs

Filing Documents

• tm2333645d9_6k.htm (6-K) — 24KB
• tm2333645d9_ex99-1.htm (EX-99.1) — 295KB
• tm2333645d9_ex99-2.htm (EX-99.2) — 200KB
• 0001104659-24-025734.txt ( ) — 521KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2024 Commission File Number: 001-35627 MANCHESTER UNITED PLC (Translation of registrant’s name into English) Old Trafford Sir Matt Busby Way Manchester M16 0RA United Kingdom (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7). THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE REGISTRANT: THE REGISTRATION STATEMENT ON FORM F-3 (NO. 333-259817) ORIGINALLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“ SEC ”) ON SEPTEMBER 27, 2021, AS AMENDED, AND THE REGISTRATION STATEMENT ON FORM S-8 (NO. 333-183277) ORIGINALLY FILED WITH THE SEC ON AUGUST 13, 2012, AS AMENDED. INTRODUCTORY NOTE As previously announced, Manchester United plc (the “ Company ”) entered into that certain transaction agreement (the “ Transaction Agreement ”), dated as of December 24, 2023, by and among the Company, the holders of the Company’s Class B ordinary shares, par value $0.0005 per share (the “ Class B Shares ”), identified therein (the “ Sellers ”) and Trawlers Limited, a company limited by shares incorporated under the Isle of Man’s Companies Act 2006 with company number 021222V (“ Purchaser ”), which is an entity solely owned by Sir Jim Ratcliffe (together with Purchaser, the “ Offerors ”). Pursuant to the Transaction Agreement, and upon the terms and subject to the conditions thereof, on January 17, 2024, the Offerors commenced a tender offer (the “ Offer ”) to purchase up to 13,237,834 of the Company’s Class A ordinary shares, par value $0.005 per share (the “ Class A Shares ” and, together with the Class B Shares, the “ Ordinary Shares ”), representing 25.0% of the issued and outstanding Class A Shares as of the close of business on December 22, 2023, rounded up to the nearest whole Class A Share, at a price of $33.00 per Class A Share (subject to certain adjustments) (the “ Offer Price ”). Pursuant to the Transaction Agreement, Purchaser also agreed to purchase 25.0% of the issued and outstanding Class B Shares from the Sellers at the Offer Price (the Class B Shares to be so purchased, the “ Sale Shares ”). In addition, Purchaser agreed to subscribe for (i) an additional 1,966,899.062 Class A Shares and 4,093,706.998 Class B Shares, at the Offer Price, for an aggregate subscription price of $200 million, on the business day immediately following the expiration time of the Offer (the “ Closing ”) (such subscription, the “ Closing Share Subscription ”), and (ii) an additional 983,449.531 Class A Shares and 2,046,853.499 Class B Shares, at the Offer Price, for an aggregate subscription price of $100 million, on December 31, 2024, or such earlier date following the Closing as Purchaser may notify the Company in writing on no less than 10 business days’ written notice. The foregoing description does not purport to be complete and is qualified in its entirety by the full text of the Transaction Agreement, which is included as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K, filed by the Company with the Securities and Exchange Commission (the “ SEC ”) on December 26, 2023 (the “ Announcement 6-K ”), and is incorporated herein by reference. The Closing The Offer and withdrawal rights expired as scheduled at one minute after 11:59 p.m. Eastern Time on February 16, 2024 (the “ Expiration Time ”). All conditions to the Offer having been satisfied, on February 20, 2024, Purchaser accepted for payment 13,237,834 Class A Shares validly tendered pursuant to the Offer and not validly withdrawn (the time of such acceptance, the “ Acceptance Time ”), for aggregate consideration of approximately $436.8 million. Following the Acceptance Time and pursuant to the terms of the Transaction Agreement, on February 20, 2024, the Sellers completed the sale of the Sale Shares to Purchaser, and the Company completed the issuance and sale of the Class A Shares and Class B Shares to Purchaser pursuant to the Closing Share Subscription. Immediately following the Closing, Purchaser owned 15,204,733.062 Class A Shares and 31,645,609.998 Class B Shares, representing approximately 27.7% of the aggregate voting powe

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View this 6-K filing on SEC EDGAR