공시 • Feb 22
Jim Ratcliffe completed the acquisition of 25% of the Class B shares in Manchester United plc (NYSE:MANU) from The Glazer family.
Jim Ratcliffe agreed to acquire 25% of the Class B shares in Manchester United plc (NYSE:MANU) from The Glazer family on December 14, 2023. As on December 24, 2023 Jim Ratcliffe entered into agreed to acquire 25% of the Class B shares in Manchester United plc (NYSE:MANU) from The Glazer family for $910 million, The Glazer family will receive the price of $33.00 per share. Under the terms of the transaction agreements Jim Ratcliffe 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. In a related transaction, Jim Ratcliffe also agreed to acquire 25% of the Class A shares in Manchester United plc (NYSE:MANU) for approximately $436 million. 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. 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. In the event the Transaction Agreement is terminated, the Purchaser failing to consummate the Closing after all conditions precedent to the Closing have been satisfied, then Purchaser shall pay (or cause to be paid) to the Company, a sum equal, in the aggregate, to $164 million (the “Reverse Termination Fee”) within three (3) business days following such termination. In the event the Transaction Agreement is terminated (i) by the Sellers or the Company due to an unremovable legal restraint or (ii) by the Sellers, the Company or the Purchaser due the occurrence of the End Date without the Class A Share Tender Offer being completed, then Purchaser shall pay (or cause to be paid) to the Company a sum equal to $82 million (the “Other Regulatory Termination Fee” and, together with the Reverse Termination Fee, the “Purchaser Termination Fees”). In the event that the Transaction Agreement is terminated due to an Adverse Recommendation Change, then the Company shall pay (or cause to be paid) to the Purchaser a sum equal to (i) $48 million plus (ii) an amount (not to exceed $18 million) for Purchaser’s reasonable and documented costs and expenses incurred in connection with the Transaction Agreement and the Transactions. As a part of transaction, Ineos has been given full control of football operations by the Glazer family as part of the deal in which it will take a 29 per cent stake in the club, subject to Premier League approval. The Transaction Agreement may be terminated under certain circumstances if the Closing Transactions are not consummated by April 24, 2024, with an automatic extension to June 24, 2024 in certain circumstances where regulatory approval has not yet been obtained.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. The Class B Share Sale are conditioned on, among other things, (i) the expiration time with respect to the Class A Share Tender Offer having occurred at a time when Purchaser is obligated to accept the Class A Ordinary Shares validly tendered (and not validly withdrawn) pursuant to the Class A Share Tender Offer, (ii) the absence of certain legal impediments to the consummation of the Class B Share Sale, (iii) (x) the clearances, approvals and consents required to be obtained under competition, antitrust, merger control or investment laws set forth in Schedule A to the Transaction Agreement will have been obtained and will be in full force and effect and (y) the approval of the Transactions by the FA and the Premier League will have been obtained, (iv) the Amended Articles (x) being in full force and effect immediately prior to the Closing or (y) automatically becoming in full force and effect substantially simultaneously with the occurrence of the Closing and (v) the accuracy of certain fundamental representations and warranties of the Company and the Sellers and their material compliance with their respective obligations under the Transaction Agreement as of the Closing. The availability of financing to the Purchaser is not a condition to the consummation of the Transactions. As of January 17, 2024, Jim Ratcliffe board of directors approved the transaction on December 14, 2023. The end date of the transaction is scheduled on April 24, 2024, with an automatic extension to June 24, 2024, in certain circumstances where regulatory approval has not yet been obtained as described below. As of February 14, 2024, the Premier League and Football association has approved the transaction.The Raine Group acted as Financial advisor, Woods Oviatt Gilman LLP and Justin Hamill, Ian Nussbaum, and Robert Katz, Marc Jaffe, Ian Schuman, and Benjamin Cohen, Brian Miller, Gabriel Lakeman, Lindsey Mills, Edward Barnett and Patrick Mitchell, Jiyeon Lee-Lim and Eric Kamerman, Sean Finn, Sarah Gadd, Bradd Williamson and Megan Alessi, and Rifka Singer, Makan Delrahim, Katherine Rocco, Sven Völcker, Jonathan Parker, Patrick English, Quentin Gwyer, Manoj Bhundia, Stephanie Teicher, Robert Blamires, Jeffery Tochner, Kristin Murphy, Colleen Smith and John Pierce of Latham & Watkins LLP and Andrew Barker, James Murrie and partner Rupert Bell of Walkers acted as Legal advisors to Manchester United. The Glazer family shareholders were advised by Rothschild and Co. Andrew Jolly, Hywel Davies, Claire Jeffs, Alexander Chadd, Caroline Phillips, Charles Cameron, Philippa O'Malley, Ian Brown, Tom Inke, Charles Osborne and David Shone of Slaughter and May acted as legal advisor to Jim Ratcliffe in the transaction. Georgeson LLC acted as information agent to Manchester United plc.Jim Ratcliffe completed the acquisition of 25% of the Class B shares in Manchester United plc (NYSE:MANU) from The Glazer family on February 20, 2024. Following the satisfaction of all conditions, including approvals from the Football Association and the Premier League. J.P. Morgan acted as financial advisor to Jim Ratcliffe.