EX-99.1 2 tm2333645d4_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Email to All Manchester United Staff

 

From: On behalf of Joel Glazer and Avram Glazer

To: All Manchester United Staff

Subject: Manchester United plc reaches agreement for Sir Jim Ratcliffe, Chairman of INEOS, to acquire up to a 25% shareholding in the Company

 

This email is for: all Colleagues

 

Dear Colleagues,

 

We are pleased to share the news that the Board has agreed a deal for INEOS Chairman, Sir Jim Ratcliffe, to acquire up to 25% of A & B shares of Manchester United.

 

This follows the strategic review over the past year in which we have explored a number of different options to help strengthen the Club and ensure additional funds intended for investment in infrastructure.

 

We know Manchester United has great strengths – not least its people. This deal will help to unlock more of the potential that you have helped build in this great Club. As part of the partnership, the Board has asked INEOS, with their agreement, to have oversight and responsibility for the Club’s football operations. This will include all aspects of the men's and women's football operation and the Academies, with the aim of delivering a world-class, high-performance environment supporting success on the pitch. This will build on the Club’s many existing strengths, including industry-leading success off the pitch.

 

INEOS brings expertise and experience from inside and outside the game that we believe can benefit Manchester United. We know from our conversations that they share our ambition and aspiration to ensure that the Club returns to the top of English, European and world football and together we will work hard to help make that happen.

 

The transaction is subject to the usual regulatory and Premier League approvals, and we hope it will be completed as soon as possible. During this period Sir Jim and INEOS do not plan to make any public statements.

 

Moving forward, they will work closely with Patrick Stewart, as interim CEO, and the Executive Leadership Team as they integrate into the Club. We understand this process has taken time and has inevitably created some uncertainty for colleagues. But it has been important to conduct the strategic review thoroughly and to find the right partner to take us forward. Thank you for your patience.

 

We are excited about the opportunity ahead and realistic about the hard work and commitment that it will require from everyone at Manchester United to help realise it. However, we know from more than 18 years’ experience working with you, that we can count on your diligence, dedication, and ability.

 

 

 

 

Please note that there are certain legal rules that govern permissible communications during this process. Accordingly, please avoid commenting on this transaction on any social media channels. If you are approached by the media, please refrain from commenting, and refer all inquiries to Ellie Norman, Chief Communications Officer. In addition, if you are asked about this transaction by friends or family, you may refer to the information that is publicly available on the Manchester United website, but please do not make any speculative comments or insert your own opinions or beliefs regarding the transaction.

 

Thank you again for everything you do for Manchester United and if you have any further questions about today’s announcement, please contact your line manager or email communications@manutd.co.uk.

 

Best wishes,

 

Joel Glazer & Avram Glazer

On behalf of the MUFC Board

 

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.