UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MANCHESTER
UNITED plc
(Name of Issuer)
Class A
Ordinary Shares, Par Value $0.0005 Per Share
(Title of Class of Securities)
G5784H106
(CUSIP Number)
c/o Manchester United plc
Old Trafford
Manchester M16 0RA
United Kingdom
+44 (0) 161 868 8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 21,
2024
(Date of Event Which Requires Filing of This Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page. |
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act.
| CUSIP
No. G5784H106 |
Page 2
of 8 |
| 13D |
| 1 |
NAME
OF REPORTING PERSON
(ENTITIES ONLY)
Trawlers Limited |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
AF |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Isle of Man |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
46,850,343 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
46,850,343 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,850,343 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.1% |
| 14 |
TYPE
OF REPORTING PERSON
CO |
| |
|
|
|
|
| CUSIP
No. G5784H106 |
Page 3
of 8 |
| 13D |
| 1 |
NAME
OF REPORTING PERSON
(ENTITIES ONLY)
James A. Ratcliffe |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
PF |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United Kingdom |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
46,850,343 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
46,850,343 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,850,343 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.1% |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| |
|
|
|
|
Introductory Note
This statement
on Schedule 13D (“Schedule 13D”) relates to the beneficial ownership by the Reporting Persons (as defined below) of
the Class A ordinary shares, par value $0.0005 per share (“Class A ordinary shares”) of Manchester United
plc, a Cayman Islands company (the “Issuer”), whose principal executive offices are located at Sir Matt Busby Way,
Old Trafford, Manchester, England, M16 0RA. This Schedule 13D is being filed by the Reporting Persons pursuant to their joint filing
agreement (the “Joint Filing Statement”) filed as Exhibit A to this Schedule 13D.
On
December 24, 2023, Trawlers Limited (“Trawlers”), a company limited by shares
incorporated under the laws of the Isle of Man and wholly owned by James A. Ratcliffe (a “Reporting Person” and together
with Trawlers, the “Reporting Persons”), a natural person, entered into that certain agreement (the “Transaction
Agreement”) among Trawlers, the Issuer and the holders of the Issuer’s Class B ordinary shares, par value $0.0005
per share (collectively, the “Class B ordinary shares” and together with the Class A ordinary shares, the
“Ordinary Shares”), identified therein (the “Sellers”).
The
Transaction Agreement provided that, among other things, and on the terms and subject to the conditions of the Transaction
Agreement, (i) Trawlers would commence a cash tender offer to purchase, at a purchase price of $33.00 per share, up to 13,237,834
Class A ordinary shares (which, based on information provided by Issuer, represented twenty-five (25) per cent of the issued and
outstanding Class A ordinary shares as of the close of business on December 22, 2023, rounded to the nearest whole Class A ordinary
share) (the “Offer Cap”), with the holders of the Class A ordinary shares having the right to tender all of their
Class A ordinary shares subject to a pro rata cutback in the event that the number of Class A ordinary shares that were validly
tendered (and not validly withdrawn) exceeded the Offer Cap (the “Class A Share Tender Offer”), (ii) Trawlers
would purchase from the Sellers, at a purchase price of $33.00 per share, a number of Class B ordinary shares as set forth in the
Transaction Agreement which represented, in the aggregate, twenty-five (25) per cent of the issued and outstanding Class B ordinary
shares as of the date of the Transaction Agreement, upon the terms and subject to the conditions of the Transaction Agreement (the
“Class B Share Sale”), (iii) at the Closing (as defined in the Transaction Agreement), Trawlers would
subscribe for a number of Class A ordinary shares and Class B ordinary shares as set forth in the Transaction Agreement
for an aggregate subscription price of $200 million (the “Closing Subscription” and, together with the
Class B Share Sale and the Class A Share Tender Offer, the “Closing Transactions”) and (iv) Trawlers
will, on or prior to December 31, 2024, or such earlier date following the Closing as Trawlers may notify the Issuer in writing
on no less than ten (10) business days’ written notice, subscribe for the number of Class A ordinary shares and
Class B ordinary shares as set forth in the Transaction Agreement for an aggregate subscription price of $100 million (the
“Subsequent Subscription” and, together with the Closing Transactions, the
“Transactions”).
On
February 20, 2024, Trawlers completed the Class A Share Tender Offer and acquired 13,237,834 Class A ordinary shares
of the Issuer. Following the expiration time of the Class A Share Tender Offer, Trawlers completed (i) the Class B Share
Sale and purchased from the Sellers 27,551,903 Class B ordinary shares and (ii) the Closing Subscription and was issued
1,966,899.062 Class A ordinary shares and 4,093,706.998 Class B ordinary shares.
The
foregoing description of the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the
Transaction Agreement, a copy of which is filed as Exhibit 99.1 to the Current Report on Form 6-K
filed by the Company with the SEC on December 26, 2023, and is incorporated herein by reference.
|
Item 1. |
Security and Issuer. |
This statement
on Schedule 13D relates to the Class A ordinary shares of the Issuer, which has its principal executive offices located at Sir Matt
Busby Way, Old Trafford, Manchester, England, M16 0RA.
| Item 2. | Identity
and Background. |
This
statement is being filed pursuant to Rule 13d-1 under the Act by the Reporting Persons. The address of the principal business and
the principal office of Trawlers is Fort Anne, Douglas, IM1 5PD, Isle of Man. Trawlers has been organized solely in connection
with the Offer and has not carried on any activities other than entering into the Transaction Agreement, and activities in connection
with the Transaction Agreement and the Offer. The business address of James A. Ratcliffe at INEOS is Hawkslease,
Chapel Lane, Lyndhurst, Hampshire, SO43 7FG.
The name, business
address, present principal occupation or employment and citizenship of James A. Ratcliffe and each director and executive officer (including
a director and executive officer who may be a controlling person) of Trawlers (such directors and executive officers, collectively, the
“Listed Persons”) is set forth on Schedule I to Offer to Purchase, dated January 17, 2023 (as may be amended
or supplemented from time to time, the “Offer to Purchase”), and filed by the Reporting Persons on the Tender Offer
Statement on Schedule TO with the SEC on January 17, 2024 (together with the exhibits thereto, as it may be amended or supplemented
from time to time, the “Schedule TO”) and is incorporated by reference as Exhibit C herein.
During the last
five years, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the Listed Persons have been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
| Item 3. | Source
and Amount of Funds or Other Consideration. |
The
information set forth in Section 10 – “Source and Amount of Funds” of the Offer to Purchase is incorporated herein
by reference.
| Item 4. | Purpose
of the Transaction. |
The Reporting Persons
acquired the Ordinary Shares because it is an opportunity for the Reporting Persons to acquire an ownership stake in the Club (as defined
in the Transaction Agreement) on the terms of the Transaction Agreement and the other transaction documents related to the Offer, pursuant
to which the Reporting Person will acquire certain control rights of the business of the Company.
Other than as disclosed
in the Schedule TO, the Reporting Persons do not have any plans or proposals and are not party to any negotiations, in each case, as
described in subsections (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons
may, however, in the future consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect
to, among other things, extraordinary transactions and transactions relating to a material amount of the Company’s assets, dividend
policy, composition of the Board and management (including with respect to the sporting operations of the Company), corporate structure
and business, sale transactions, acquiring additional securities of the Company, making amendments to the governing instruments of the
Company and the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons
intend to communicate with the Company’s management and Issuer’s board of directors about, and may enter into negotiations
and agreements with them regarding the foregoing and may communicate with other shareholders and third parties in respect of the same.
The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The
Reporting Persons may change their intentions with respect to any and all matters referred to in this Item 4. They may also take steps
to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans,
proposals or other actions or proceed with such transactions.
The Reporting Persons
also intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including without limitation,
the Issuer’s financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions,
other investment opportunities available to Trawlers, and the availability of securities of the Issuer at prices that would make the
purchase or sale of such securities desirable, Trawlers may endeavor (i) to increase or decrease its position in the Issuer through,
among other things, the purchase or sale of securities of the Company, including through transactions involving the Ordinary Shares and/or
other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities
of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or
otherwise, on such terms and at such times as Trawlers may deem advisable and/or (ii) to enter into transactions that increase or
hedge their economic exposure to the Ordinary Shares without affecting their beneficial ownership of the Ordinary Shares. In addition,
the Reporting Persons may, at any time and from time to time, (i) review or reconsider its position and/or change its purpose and/or
formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subsections
(a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interests
in Securities of the Issuer. |
(a) – (b)
The following sets forth, as of the
date of this Schedule 13D, the aggregate number and percentage of Class A ordinary shares beneficially owned by each of the Reporting
Persons, as well as the number of Class A ordinary shares as to which each Reporting Person has the sole power to vote or to direct
the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date
hereof.
| Reporting
Person |
|
Amount
beneficially
owned(1) |
|
Percent
of class(2) |
|
Sole
power to
vote or
direct
the vote |
|
Shared
power
to vote or to
direct the vote |
|
Sole
power
to dispose
or to
direct the
disposition
of |
|
Shared
power to
dispose or
to direct
the
disposition
of |
| Trawlers Limited |
|
46,850,343 |
|
54.1 |
% |
0 |
|
46,850,343 |
|
0 |
|
46,850,343 |
| James A. Ratcliffe |
|
46,850,343 |
|
54.1 |
% |
0 |
|
46,850,343 |
|
0 |
|
46,850,343 |
| (1) | Trawlers
Limited is the record holder of 31,645,610 Class B
ordinary shares, which are convertible on a one-for-one basis into Class A ordinary
shares at any time at the option of the holder. |
| (2) | Based
on 54,918,234.1 Class A ordinary shares outstanding
as of the close of business on February 20, 2024, and assumes conversion of the Class B
ordinary shares held by the Reporting Persons. |
(c) None of the Reporting Persons,
or to the Reporting Persons’ knowledge, none of the Listed Persons, has effected any transactions in Class A ordinary shares
in the past 60 days, other than the those described in the Introductory Note.
(d) None.
(e) Not
applicable.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On
December 24, 2023, (i) Trawlers entered into the Transaction Agreement, (ii) Trawlers entered into that certain governance agreement
(the “Governance Agreement”) with the Issuer and the Sellers, (iii) Trawlers entered into that certain voting agreement
(the “Voting Agreement”) with the Issuer and the Sellers, (iv) the Reporting Persons entered into that certain equity
commitment letter (the “Equity Commitment Letter”) with one another and (v) Trawlers entered into that certain limited
guarantee (the “Limited Guarantee”) with the Issuer and the Sellers.
On
February 20, 2024, as contemplated by the Transaction Agreement, Trawlers entered into that certain registration rights agreement (the
“Registration Rights Agreement”) with the Issuer and the Sellers.
The material terms
of the Transaction Agreement, Governance Agreement, Voting Agreement, Equity Commitment Letter, Limited Guarantee and Registration
Rights Agreement are described in Section 13 – “Summary of the Transaction Agreement and Certain Other Agreements” of
the Offer to Purchase, which descriptions are incorporated herein by reference. Such descriptions are qualified in their entirety by
the full texts of the Transaction Agreement, Governance Agreement, Voting Agreement, Equity Commitment Letter, Limited Guarantee and
Registration Rights Agreement, are attached hereto as Exhibits D, E, F, G, H and I respectively, and are incorporated herein by reference.
To
the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.
| Item 7. | Material
to be Filed as Exhibits. |
| | |
| Exhibit A* |
Joint
Filing Agreement, dated February 20, 2024, by and among the Reporting Persons. |
| |
|
| Exhibit B*
|
Limited
Power of Attorney for Section 13 Filings, dated February 12, 2024. |
| |
|
| Exhibit C |
Offer
to Purchase, dated January 17, 2024 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO filed by the
Reporting Persons on January 17, 2024). |
| |
|
| Exhibit D |
Transaction
Agreement, dated as of December 24, 2023, by and among the Issuer, Trawlers and the Sellers (incorporated by reference to Exhibit 99.1
to the Issuer’s Report of Foreign Issuer on Form 6-K filed with the SEC on December 26, 2023). |
| |
|
| Exhibit E |
Governance
Agreement, dated as of December 24, 2023, by and among the Issuer, Trawlers and the Sellers (incorporated by reference to Exhibit 99.2
to the Issuer’s Report of Foreign Issuer on Form 6-K filed with the SEC on December 26, 2023). |
| |
|
| Exhibit F |
Voting
Agreement, dated as of December 24, 2023, by and among the Issuer, Trawlers and the Sellers (incorporated by reference to Exhibit 99.3
to the Issuer’s Report of Foreign Issuer on Form 6-K filed with the SEC on December 26, 2023). |
| |
|
| Exhibit G |
Equity
Commitment Letter, dated as of December 24, 2023, by and between the Reporting Persons (incorporated by reference to Exhibit (d)(4) to
the Schedule TO filed by the Reporting Persons on January 17, 2024). |
| |
|
| Exhibit H |
Limited
Guarantee, dated as of December 24, 2023, by and among the Issuer, James A. Ratcliffe and the Sellers (incorporated by reference
to Exhibit 99.4 to the Issuer’s Report of Foreign Issuer on Form 6-K filed with the SEC on December 26, 2023). |
| |
|
| Exhibit I |
Registration Rights Agreement, dated as of February 20, 2024, by and among the Issuer, the Sellers and Trawlers (incorporated by reference
to Exhibit 99.2 to the Issuer’s Report of Foreign Issuer on Form 6-K filed with the SEC on February 21, 2024). |
SIGNATURES
After reasonable
inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information
set forth in this statement is true, complete and correct.
February 21, 2024
|
TRAWLERS LIMITED |
| |
|
|
| |
|
|
|
By: |
/s/ Tristan
Head |
| |
|
Name: Tristan Head |
|
|
Title: Officer |
| |
|
|
|
JAMES A. RATCLIFFE |
| |
|
| |
|
|
|
By: |
/s/ Jonathan Ginns** |
** The Power of Attorney, executed by
James A. Ratcliffe authorizing the signatory to sign and file this Schedule 13D on James A. Ratcliffe’s behalf, filed as Exhibit B
to this Schedule 13D.
EXHIBIT A
Joint
Filing AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them
of such a statement on Schedule 13D with respect to the Class A ordinary shares of Manchester United plc beneficially owned by each
of them. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of the 21st day of February, 2024.
|
TRAWLERS LIMITED |
| |
|
|
| |
|
|
|
By: |
/s/ Tristan
Head |
| |
|
Name: Tristan Head |
|
|
Title: Officer |
| |
|
|
|
JAMES A. RATCLIFFE |
| |
|
| |
|
|
|
By: |
/s/ Jonathan Ginns** |
** The Power of Attorney, executed
by James A. Ratcliffe authorizing the signatory to sign and file the Schedule 13D on James A. Ratcliffe’s behalf, filed as Exhibit B
to the Schedule 13D.
EXHIBIT B
LIMITED POWER OF ATTORNEY FOR SECTION 13
FILINGS
I, the undersigned, in each case, do hereby make, constitute and appoint
each of John Reece, Jonathan Ginns and Simon Morland as my true and lawful attorney for the purposes hereinafter set forth, effective
as of this 12th day of February 2024.
References in this limited power of attorney to “my Attorney”
are to the person named above and to the person substituted hereunder pursuant to the power of substitution granted herein.
I hereby grant to my Attorney, for me and in my name, place and stead,
the power:
| 1. | To execute for and on my behalf, in my capacity set forth on my respective
signature block below, with respect to the Class A ordinary shares, par value $0.0005
per share (“Class A Shares”) of Manchester United plc (the “Company”),
a Cayman Islands exempted company, any Schedule 13D and all and any amendments thereto, in
accordance with Section 13 of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder (the “Exchange Act”), |
| 2. | To do and to perform any and all acts for and on my behalf that may
be necessary or desirable to complete and execute any such Schedule 13D, and to timely file
such schedule, form or amendment thereto with the United States Securities and Exchange Commission
(the “SEC”) and any stock exchange or similar authority; and |
| 3. | To take any other action of any type whatsoever that, in the opinion
of my Attorney, may be necessary or desirable in connection with the foregoing grant of authority,
it being understood that the documents executed by my Attorney pursuant to this limited power
of attorney shall be in such form and shall contain such terms and conditions as my Attorney
may approve, |
| | | |
| | | (together, the “Filings”). |
I hereby grant to my Attorney full power and authority to do and to
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers
herein granted in connection with the Filings, as fully to all intents and purposes as I might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming all that my Attorney shall lawfully do or cause to be done
by virtue of this limited power of attorney and the rights and powers herein granted. I acknowledge and agree that neither my Attorney
nor the Company is assuming any of my responsibilities to comply with the Exchange Act.
This limited power of attorney shall remain in full force and effect
until I am no longer required to file any Schedule 13D or amendments thereto concerning the Class A Shares, unless earlier revoked
by me in a signed writing delivered to each of my Attorney and the substitutes therefore, if any. This limited power of attorney may
be filed with the SEC as a confirming statement of the authority granted herein.
This limited power of attorney is governed by and shall be construed
in accordance with English law.
[Signature Pages Follow]
IN WITNESS WHEREOF this power of attorney has been executed and delivered
as a deed by me on the date written below.
Date: February 12, 2024
| SIGNED as a deed by |
|
By: |
/s/ James A. Ratcliffe |
| JAMES ARTHUR RATCLIFFE |
|
Name: |
James Arthur Ratcliffe |
| in the presence of: |
|
|
|
Witness’ signature
| By: |
/s/ Jessica Fernandez |
|
| Name: |
Jessica Fernandez |
|
Address: ####
Occupation: Office Manager
[Signature Page to Power of Attorney]
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